UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10K/A

(Amendment No. 1)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number 001-35010





QR ENERGY, LP

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 90-0613069                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1401 McKinney Street, Suite 2400, Houston, Texas               |  | 77010                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (713) 452-2200

Securities registered pursuant to Section 12(b) of the Act:



|                                                    |  |                                            
|--------------------------------------------------- |  | -------------------------------------------
|Common Units Representing Limited Partner Interests |  | New York Stock Exchange                    
|(Title of each class)                               |  | (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities
Act.    YES   ̈    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    YES   ̈    NO  x

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  x    NO   ̈

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  x    NO   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III or any amendment to the Form
10K.    x

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b2 of the Exchange Act. Check one:



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the
Exchange Act).    YES   ̈    NO  x

As of June 30, 2011, the last business day of the registrants most recently completed second fiscal quarter; the aggregate
market value of the Common Units held by non-affiliates was approximately $356,252,000, based on the closing price of $20.64 per unit on that date. For purposes of this calculation, QA Holdings, LP, which owned 11,297,737 Common Units on such date,
is considered an affiliate of the registrant.

As of March 15, 2012, the registrant had 16,666,667 Class C Convertible
Preferred Units, 28,590,016 Common Units, 7,145,866 Subordinated Units and 35,729 General Partner Units outstanding.









---

EXPLANATORY NOTE

The purpose of this Amendment No. 1 (this Amendment) to the Annual Report on Form 10-K of QR Energy, LP (the Partnership) for the year ended December 31, 2011, as
originally filed with the Securities and Exchange Commission (the SEC) on March 15, 2012 (the Original 10-K Filing), is to amend and restate in its entirety the information in the Exhibit Index included in Part IV,
Item 15(a)(3) of the Original 10-K Filing (the Original Exhibit Index). The Partnerships press release announcing earnings information for the fourth quarter of 2011, which was furnished as Exhibit 99.1 to our Current Report
on Form 8-K filed on March 15, 2012, was inadvertently included as Exhibit 99.2 of the Original Exhibit Index.

Exhibit
99.2 filed with this Amendment contains certain supplementary unaudited financial information related to our three months ended December 31, 2011. Additionally, Exhibits 23.3 and 99.3 were inadvertently excluded from the Original Exhibit Index
and are being filed herewith. Exhibit 23.3 contains the consent of Miller and Lents, Ltd. and Exhibit 99.3 contains the Report of Miller and Lents, Ltd., both of with relate to the reserve information of the Fund (as such term is defined in the
Original 10-K Filing).

As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange
Act), new certifications of our principal executive officer and principal financial officer are being filed or furnished, as indicated, as exhibits to this Amendment. Other than to file Exhibits 23.3, 99.2 and 99.3, and the new certifications
included as Exhibits 31.1, 31.2, 32.1 and 32.2, there are no changes from the Original Exhibit Index reflected in Item 15 of this Amendment.

Except as described above, this Amendment does not modify or update the disclosures presented in the Original 10-K Filing in any way. Those sections of the Original 10-K Filing that are unaffected by this
Amendment are not included herein. This Amendment continues to speak only as of the date of the Original 10-K Filing and it has no impact on the Partnerships previously reported audited financial statements and notes thereto as of
December 31, 2011. Furthermore, except to the extent stated herein, we have not updated the information in the Original 10-K Filing, and this Amendment does not reflect events occurring after the filing of the Original 10-K Filing. Accordingly,
this Amendment should be read in conjunction with the Original 10-K Filing as well as the Partnerships other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original 10-K
Filing as information in such filings may update or supersede certain information contained in the Original 10-K Filing, as amended hereby.



2



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PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

(a)(3) Exhibits



|              |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1           |  |  |  | Certificate of Limited Partnership of QR Energy, LP (Incorporated by reference to Exhibit 3.1 of the Partnerships Registration Statement on Form S-1 (File No. 333-169664)
filed on September 30, 2010).                                                                                                                                                                                                                                                                                                                                  
|              |  |  
|3.2           |  |  |  | Agreement of Limited Partnership of QR Energy, LP (Incorporated by reference to Exhibit 3.2 of the Partnerships Registration Statement on Form S-1 (File No. 333-169664) filed
on September 30, 2010).                                                                                                                                                                                                                                                                                                                                    
|              |  |  
|3.3           |  |  |  | First Amended and Restated Agreement of Limited Partnership of QR Energy, LP (Incorporated by reference to Exhibit 3.1 of the Partnerships Current Report on Form 8-K (File No.
001-35010) filed on December 22, 2010).                                                                                                                                                                                                                                                                                                                   
|              |  |  
|3.4           |  |  |  | Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of QR Energy, LP, dated as of October 3, 2011 (Incorporated herein by reference to Exhibit
3.1 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed October 6, 2011).                                                                                                                                                                                                                                                             
|              |  |  
|3.5           |  |  |  | Certificate of Formation of QRE GP, LLC (Incorporated by reference to Exhibit 3.4 of the Partnerships Registration Statement on Form S-1 (File No. 333-169664) filed on
September 30, 2010).                                                                                                                                                                                                                                                                                                                                              
|              |  |  
|3.6           |  |  |  | Limited Liability Company Agreement of QRE GP, LLC (Incorporated by reference to Exhibit 3.5 of the Partnerships Registration Statement on Form S-1 (File No. 333-169664) filed
on September 30, 2010).                                                                                                                                                                                                                                                                                                                                   
|              |  |  
|3.7           |  |  |  | First Amendment to Limited Liability Company Agreement of QRE GP, LLC (Incorporated by reference to Exhibit 3.6 of the Partnerships Registration Statement on Form S-1/A (File
No. 333-169664) filed on November 26, 2010).                                                                                                                                                                                                                                                                                                               
|              |  |  
|3.8           |  |  |  | Amended and Restated Limited Liability Company Agreement of QRE GP, LLC (Incorporated by reference to Exhibit 3.1 of the Partnerships Current Report on Form 8-K (File No.
001-35010) filed on December 22, 2010).                                                                                                                                                                                                                                                                                                                        
|              |  |  
|4.1+          |  |  |  | Form of Restricted Unit Agreement under the QRE GP, LLC Long-Term Incentive Plan (Incorporated by reference to Exhibit 4.4 of the Partnerships Registration Statement on Form
S-8 (File No. 333-171333) filed on December 22, 2010).                                                                                                                                                                                                                                                                                                      
|              |  |  
|4.2           |  |  |  | Registration Rights Agreement, dated as of October 3, 2011, by and among QR Energy, LP, Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond
Resources, LLC (Incorporated herein by reference to Exhibit 4.1 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed October 6, 2011).                                                                                                                                                                                                    
|              |  |  
|10.1          |  |  |  | Stakeholders Agreement, by and among QR Energy, LP, Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources C, LP, QAB Carried WI, LP and QAC Carried WI, LP, and
Black Diamond Resources, LLC, dated as of September 29, 2010 (Incorporated by reference to Exhibit 10.8 of the Partnerships Registration Statement on Form S-1 (File No. 333-169664) filed on September 30, 2010).                                                                                                                                        
|              |  |  
|10.2          |  |  |  | Omnibus Agreement by and among QR Energy, LP, QRE GP, LLC, Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources, C, LP, QAB Carried WI, LP, QAC Carried WI, LP, Black
Diamond Resources, LLC, QA Holdings, LP and QA Global GP, LLC, dated December 22, 2010 (Incorporated by reference to Exhibit 10.1 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed on December 22,
2010).                                                                                                                  
|              |  |  
|10.3          |  |  |  | Services Agreement by and among QR Energy, LP, QRE GP, LLC, QRE Operating, LLC and Quantum Resources Management, LLC dated December 22, 2010 (Incorporated by reference to
Exhibit 10.2 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed on December 22, 2010).                                                                                                                                                                                                                                                  
|              |  |  
|10.4          |  |  |  | Credit Agreement by and among QR Energy, LP, QRE GP, LLC, QRE Operating, LLC as Borrower, Wells Fargo Bank, National Association as Administrative Agent, JPMorgan Chase Bank, N.A.
as Syndication Agent, Royal Bank of Canada, The Royal Bank of Scotland plc and Toronto Dominion (New York) LLC, as Documentation Agents and the other lenders party thereto, dated as of December 22, 2010 (Incorporated by reference to Exhibit
10.3 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed on December 22, 2010).
|              |  |  
|10.5          |  |  |  | First Amendment to the Credit Agreement, dated as of October 3, 2011, by and among QR Energy, LP, QRE GP, LLC, QRE Operating, LLC as Borrower, Wells Fargo Bank, National
Association as Administrative Agent and the other lenders party thereto (Incorporated herein by reference to Exhibit 10.1 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed October 6, 2011).                                                                                                                                           
|              |  |  
|10.6          |  |  |  | Contribution, Conveyance and Assumption Agreement by and among QR Energy, LP, QRE GP, LLC, QRE Operating, LLC, Quantum Resources A1, LP, Quantum Resources B, LP, Quantum Resources
C, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLC dated December 22, 2010 (Incorporated by reference to Exhibit 10.4 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed on
December 22, 2010).                                                                                                    



3



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|              |  |   |  |                                                                                                                                                                                                                                                                                                                                                                 
|------------- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                     
|10.7+         |  |  |  | QRE GP, LLC Long-Term Incentive Plan, adopted as of December 22, 2010 (Incorporated by reference to Exhibit 10.5 of the Partnerships Current Report on Form 8-K (File No.
001-35010) filed on December 22, 2010).                                                                                                                                              
|              |  |  
|10.8          |  |  |  | Purchase and Sale Agreement, dated as of September 12, 2011, by and among QR Energy, LP, QRE Operating, LLC, Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP,
and Black Diamond Resources, LLC (Incorporated herein by reference to Exhibit 2.1 of the Partnerships Current Report on Form 8-K (File No. 001-35010) filed September 12, 2011).
|              |  |  
|21.1****      |  |   |  | List of Subsidiaries of QR Energy, LP                                                                                                                                                                                                                                                                                                                           
|              |  |  
|23.1****      |  |   |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                           
|              |  |  
|23.2****      |  |   |  | Consent of Miller and Lents, Ltd.                                                                                                                                                                                                                                                                                                                               
|              |  |  
|23.3*         |  |   |  | Consent of Miller and Lents, Ltd.                                                                                                                                                                                                                                                                                                                               
|              |  |  
|31.1*         |  |   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                                                                                                                                                                                                      
|              |  |  
|31.2*         |  |   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                                                                                                                                                                                                      
|              |  |  
|32.1**        |  |   |  | Certification of Chief Executive Officer Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                             
|              |  |  
|32.2**        |  |   |  | Certification of Chief Financial Officer Pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                             
|              |  |  
|99.1****      |  |   |  | Report of Miller and Lents, Ltd.                                                                                                                                                                                                                                                                                                                                
|              |  |  
|99.2*         |  |   |  | Certain Supplementary Unaudited Financial Information                                                                                                                                                                                                                                                                                                           
|              |  |  
|99.3*         |  |   |  | Report of Miller and Lents, Ltd.                                                                                                                                                                                                                                                                                                                                



|* | Filed as an exhibit to this Annual Report on Form 10-K/A.
|- | ---------------------------------------------------------

|** | Furnished as an exhibit to this Annual Report on Form 10-K/A.
|-- | -------------------------------------------------------------

|*** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11
and 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**** | Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on
March 15, 2012.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Management contracts or compensatory plans or arrangements.
|- | -----------------------------------------------------------



4



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



|                     |  |  |  |                                      |  |                        
|-------------------- |  |  |  | ------------------------------------ |  | -----------------------
|                     |  |  |  | QR Energy, LP
(Registrant)          
|Date: March 26, 2012 |  |  |  | By: QRE GP, LLC, its general partner
|                     |  |  | 
|                     |  |  |  | By:                                  |  | /s/ Cedric W. Burgher  
|                     |  |  |  |                                      |  | Cedric W. Burgher      
|                     |  |  |  |                                      |  | Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities indicated on March 26, 2012.



|                          |  |                                                 |  |               
|------------------------- |  | ----------------------------------------------- |  | --------------
|Signature                 |  | Title (Position with QRE GP, LLC)               |  | Date          
|                          |  |                                                
|/s/ Alan L Smith          |  | Chief Executive Officer and Director            |  | March 26, 2012
|Alan L. Smith             |  | (Principal Executive Officer)                   |  |               
|                          |  |                                                
|/s/ John H. Campbell, Jr. |  | President, Chief Operating Officer and Director |  | March 26, 2012
|John H. Campbell, Jr.     |  |                                                 |  |               
|                          |  |                                                
|/s/ Cedric W. Burgher     |  | Chief Financial Officer                         |  | March 26, 2012
|Cedric W. Burgher         |  | (Principal Financial Officer)                   |  |               
|                          |  |                                                
|/s/ Gregory S. Roden      |  | Vice President, Secretary and General Counsel   |  | March 26, 2012
|Gregory S. Roden          |  |                                                 |  |               
|                          |  |                                                
|/s/ Lloyd V. DeLano       |  | Chief Accounting Officer                        |  | March 26, 2012
|Lloyd V. DeLano           |  | (Principal Accounting Officer)                  |  |               
|                          |  |                                                
|/s/ Richard K. Hebert     |  | Director                                        |  | March 26, 2012
|Richard K. Hebert         |  |                                                 |  |               
|                          |  |                                                
|/s/ Toby R. Neugebauer    |  | Director                                        |  | March 26, 2012
|Toby R. Neugebauer        |  |                                                 |  |               
|                          |  |                                                
|/s/ Donald E. Powell      |  | Director                                        |  | March 26, 2012
|Donald E. Powell          |  |                                                 |  |               
|                          |  |                                                
|/s/ Stephen A. Thorington |  | Director                                        |  | March 26, 2012
|Stephen A. Thorington     |  |                                                 |  |               
|                          |  |                                                
|/s/ S. Wil VanLoh, Jr.    |  | Director                                        |  | March 26, 2012
|S. Wil VanLoh, Jr.        |  |                                                 |  |               
|                          |  |                                                
|/s/ Donald D. Wolf        |  | Chairman of the Board                           |  | March 26, 2012
|Donald D. Wolf            |  |                                                 |  |               



5