Exhibit
99.2


Data
      and Consulting ServicesDivision
      of Schlumberger Technology CorporationTwo
      Robinson Plaza, Suite 200
                6600
      Steubenville PikePittsburgh,
      Pennsylvania 15205Tel:  412-787-5403Fax:  412-787-2906





29
January, 2010





Mark L.
Pease


Executive
Vice President, Chief Operating Officer


BreitBurn
GP, LLC


600
Travis Street, Suite 4800


Houston,
Texas  77002





Dear Mr.
Pease:





At the
request of BreitBurn Management Company, LLC (BreitBurn), through their letter
of engagement, Data & Consulting Services (DCS) Division of Schlumberger
Technology Corporation has evaluated the proved reserves of certain BreitBurn
oil and gas interests as of 31 December 2009.  The evaluated
properties are located in Indiana, Kentucky, and Michigan.  This
report was completed as of the date of this letter and has been prepared using
constant prices and costs and conforms to our understanding of the U.S.
Securities and Exchange Commission (SEC) guidelines and applicable financial
accounting rules.  All prices, costs, and cash flow estimates are
expressed in U.S. dollars (US$).  The reserves and future net revenue
are to the interest of BreitBurn Operating L.P. (BOLP).  It is our
understanding that the properties evaluated by DCS comprise seventy percent
(70%) of BreitBurn’s proved reserves.  We believe that the
assumptions, data, methods, and procedures used in preparing this report are
appropriate for the purpose of this report. The Lead Evaluator for this
evaluation was Charles M. Boyer II, PG, CPG, and his qualifications,
independence, objectivity, and confidentiality meet the requirements set forth
in the Standards Pertaining to the Estimating and Auditing of Oil and Gas
Reserves Information promulgated by the Society of Petroleum
Engineers.





Table 1 summarizes the
estimates of the net reserves and future net revenue, as of 31 December 2009,
for the BreitBurn U.S. evaluated properties.  Unescalated prices and
costs were used for all properties contained in this
evaluation.








Data
      & Consulting Services
                Division
      of Schlumberger Technology Corporation





29
January, 2010


Page
2





Table
1





Estimated
Net Reserves And Future Net Revenue


Certain
Proved Oil And Gas Interests


BreitBurn
Management Company, LLC


United
States Producing Properties


As
Of 31 December 2009





Proved
                          Producing
                          Reserves
                        
                        
                        Proved
                          Non-producing
                          Reserves
                        
                        
                        Proved
                          Undeveloped
                          Reserves
                        
                        
                        Total
                          Proved
                          ReservesRemaining Net ReservesOil/Cond/Ngl
      – Mbbls
                        
                        
                        3,297.05
                        
                        
                        
                        690.23
                        
                        
                        
                        1,089.11
                        
                        
                        
                        5,076.38Gas
      – MMscf
                        
                        
                        344,412.27
                        
                        
                        
                        53,621.83
                        
                        
                        
                        35,539.94
                        
                        
                        
                        433,574.03Income Data (M$)Future
      Net Revenue
                        
                        
                        1,509,569.96
                        
                        
                        
                        247,452.44
                        
                        
                        
                        195,321.36
                        
                        
                        
                        1,952,343.75DeductionsOperating
      Expense
                        
                        
                        771,394.25
                        
                        
                        
                        54,440.91
                        
                        
                        
                        35,926.54
                        
                        
                        
                        861,761.69Production
      Taxes
                        
                        
                        93,124.03
                        
                        
                        
                        14,469.43
                        
                        
                        
                        12,305.25
                        
                        
                        
                        119,898.71Investment
                        
                        
                        37,918.42
                        
                        
                        
                        28,932.05
                        
                        
                        
                        42,783.13
                        
                        
                        
                        109,633.60Future
      Net Cashflow
                        
                        
                        607,133.26
                        
                        
                        
                        149,610.05
                        
                        
                        
                        104,306.44
                        
                        
                        
                        861,049.75Discounted
      PV @ 10% (M$)
                        
                        
                        285,350.31
                        
                        
                        
                        55,444.17
                        
                        
                        
                        31,426.74
                        
                        
                        
                        372,221.22





Values in
the tables of this report may not add up arithmetically due to rounding
procedure in the computer software program used to prepare the economic
projections.  All hydrocarbon liquids are reported as 42 gallon
barrels.  Gas volumes are reported at the standard pressure and
temperature bases of the area where the gas is sold.





We are
independent with respect to BreitBurn as provided in the SEC regulations.
Neither the employment of nor the compensation received by DCS was contingent
upon the values estimated for the properties included in this
report.








Data
      & Consulting Services
                Division
      of Schlumberger Technology Corporation





29
January, 2010


Page
3





Oil and
gas reserves by definition fall into one of the following
categories:  proved, probable, and possible.  The proved
category is further divided into:  developed and
undeveloped.  The developed reserve category is even further divided
into the appropriate reserve status subcategories:  producing and
non-producing.  Non-producing reserves include shut-in and behind-pipe
reserves.  The reserves included in this report include only proved
reserves and do not include probable or possible reserves.  BreitBurn
has an active exploration and development program to develop their interests in
certain tracts not classified as proved at this time.  Future drilling
may result in the reclassification of additional volumes to the proved reserve
category.  However, changes in the regulatory requirements for oil and
gas operations may impact future development plans and the ability of the
company to recover the estimated proved undeveloped reserves.  The
reserves and income attributable to the various reserve categories included in
this report have not been adjusted to reflect the varying degrees of risk
associated with them.





Reserve
estimates are strictly technical judgments.  The accuracy of any
reserve estimate is a function of the quality and quantity of data available and
of the engineering and geological interpretations.  The reserve
estimates presented in this report are believed reasonable; however, they are
estimates only and should be accepted with the understanding that reservoir
performance subsequent to the date of the estimate may justify their
revision.  A portion of these reserves are for undeveloped locations
and producing or non-producing wells that lack sufficient production history to
utilize conventional performance-based reserve estimates.  In these
cases, the reserves are based on volumetric estimates and recovery efficiencies
along with analogies to similar producing areas.  These reserve
estimates are subject to a greater degree of uncertainty than those based on
substantial production and pressure data.  As additional production
and pressure data becomes available, these estimates may be revised up or
down.  Actual future prices may vary significantly from the prices
used in this evaluation; therefore, future hydrocarbon volumes recovered and the
income received from these volumes may vary significantly from those estimated
in this report.  The present worth is shown to indicate the effect of
time on the value of money and should not be construed as being the fair market
value of the properties.





Standard
geological and engineering methods generally accepted by the petroleum industry
were used in the estimation of BreitBurn’s reserves.  Deterministic
methods were used for all reserves included in this report.  The
appropriate combination of conventional decline curve analysis (DCA), production
data analysis, volumetrics, reservoir simulation, and type curves were used to
estimate the remaining reserves in the various producing
areas.  Volumetric calculations were based on data and maps provided
by BreitBurn.





All
prices used in preparation of this report were based on the twelve month
unweighted arithmetic average of the first day of the month price for the period
January through December 2009.   The resulting gas price used was
$3.866/MMBtu and the resulting oil price used was $61.18/Bbl.  The
prices were adjusted for local differentials, gravity and Btu where
applicable.  As required by SEC guidelines, all pricing was held
constant for the life of the projects (no escalation).








Data
      & Consulting Services
                Division
      of Schlumberger Technology Corporation





29
January, 2010


Page
4





Operating
costs used in this report were based on values reported by BreitBurn and
reviewed by DCS.   BreitBurn’s estimates for capital costs for
all non-producing and undeveloped wells are included in the
evaluation.  BreitBurn has indicated to us that they have the ability
and intent to implement their capital expenditure program as scheduled.
Operating costs and capital costs were held constant for the life of the
projects (no escalation).





Net
revenue (sales) is defined as the total proceeds from the sale of oil,
condensate, natural gas liquids (NGL), and gas adjusted for commodity price
basis differential and gathering/ transportation expense.  Future net
income (cashflow) is future net revenue less net lease operating expenses, state
severance or production taxes, operating/development capital expenses and net
salvage.  Future plugging, abandonment, and salvage costs are included
at the economic life of each well or unit.  No provisions for State or
Federal income taxes have been made in this evaluation.  The present
worth (discounted cashflow) at various discount rates is calculated on a monthly
basis.





In the
conduct of our evaluation, we have not independently verified the accuracy and
completeness of information and data furnished by BreitBurn with respect to
ownership interests, historical gas production, costs of operation and
development, product prices, payout balances, and agreements relating to current
and future operations and sales of production.  If in the course of
our examination something came to our attention which brought into question the
validity or sufficiency of any of the information or data provided by BreitBurn,
we did not rely on such information or data until we had satisfactorily resolved
our questions relating thereto or independently verified such information or
data.





In our
opinion the above-described estimates of BreitBurn’s proved reserves and
supporting data are, in the aggregate, reasonable and have been prepared in
accordance with generally accepted petroleum engineering and evaluation. It is
also our opinion that the above-described estimates of BreitBurn’s proved
reserves conform to the definitions of proved oil and gas reserves promulgated
by the Securities and Exchange Commission.  These reserves definitions
are provided at the conclusion of this letter.





All data
used in this study were obtained from BreitBurn, public industry information
sources, or the non-confidential files of DCS.  A field inspection of
the properties was not made in connection with the preparation of this
report.  The potential environmental liabilities attendant to
ownership and/or operation of the properties have not been addressed in this
report.  Abandonment and clean-up costs and possible salvage value of
the equipment were considered in this report.








Data
      & Consulting Services
                Division
      of Schlumberger Technology Corporation





29
January, 2010


Page
5





In
evaluating the information at our disposal related to this report, we have
excluded from our consideration all matters which require a legal or accounting
interpretation, or any interpretation other than those of an engineering or
geological nature.  In assessing the conclusions expressed in this
report pertaining to all aspects of oil and gas evaluations, especially
pertaining to reserve evaluations, there are uncertainties inherent in the
interpretation of engineering data, and such conclusions represent only informed
professional judgments.





This
report was prepared solely for the use of the party to whom it is addressed and
any disclosure made of this report and/or the contents by said party thereof
shall be solely the responsibility of said party and shall in no way constitute
any representation of any kind whatsoever of the undersigned with respect to the
matters being addressed.





Data and
worksheets used in the preparation of this evaluation will be maintained in our
files in Pittsburgh and will be available for inspection by anyone having proper
authorization from BreitBurn.





Sincerely
yours,





By: /s/ Denise L Delozier
                  
                  By: /s/ Charles M. Boyer II,
      P.G.Denise
      L. Delozier
                  
                  Charles
      M. Boyer II, PG, CPGSenior
      Engineer
                  
                  Scientific
      AdvisorUnconventional
      ReservoirsBy: /s/ Walter K. Sawyer
                  
                  By: /s/ Jeron R.
  WilliamsonWalter
      K. Sawyer, P.E.
                  
                  Jeron
      R. WilliamsonPrincipal
      Consultant
                  
                  Senior
      Engineer








SECURITIES
AND EXCHANGE COMMISION


REGULATION
S-X, RULE 210.4-10 (a)





RESERVES
DEFINITIONS




(2) Analogous reservoir.
Analogous reservoirs, as used in resources assessments, have similar rock and
fluid properties, reservoir conditions (depth, temperature, and pressure) and
drive mechanisms, but are typically at a more advanced stage of development than
the reservoir of interest and thus may provide concepts to assist in the
interpretation of more limited data and estimation of recovery. When used to
support proved reserves, an “analogous reservoir” refers to a reservoir that
shares the following characteristics with the reservoir of
interest:




(i) Same geological formation (but
not necessarily in pressure communication with the reservoir of
interest);




(ii) Same
environment of deposition;




(iii)
Similar geological structure; and




(iv) Same
drive mechanism.




Instruction to paragraph
(a)(2):Reservoir properties must, in the aggregate, be no more favorable
in the analog than in the reservoir of interest.




(5) Deterministic
estimate. The method of estimating reserves or resources is called
deterministic when a single value for each parameter (from the geoscience,
engineering, or economic data) in the reserves calculation is used in the
reserves estimation procedure.




(6) Developed oil and gas
reserves. Developed oil and gas reserves are reserves of any category
that can be expected to be recovered:




(i) Through existing wells with
existing equipment and operating methods or in which the cost of the required
equipment is relatively minor compared to the cost of a new well;
and




(ii) Through installed extraction
equipment and infrastructure operational at the time of the reserves estimate if
the extraction is by means not involving a well.




(10)
Economically
producible. The term economically producible, as it relates to a
resource, means a resource which generates revenue that exceeds, or is
reasonably expected to exceed, the costs of the operation. The value of the
products that generate revenue shall be determined at the terminal point of oil
and gas producing activities as defined in paragraph (a)(16) of this
section.




(16)
Oil and gas producing
activities.




(i) Oil
and gas producing activities include:




(A) The
search for crude oil, including condensate and natural gas liquids, or natural
gas (“oil and gas”) in their natural states and original locations;




(B) The
acquisition of property rights or properties for the purpose of further
exploration or for the purpose of removing the oil or gas from such
properties;




(C) The
construction, drilling, and production activities necessary to retrieve oil and
gas from their natural reservoirs, including the acquisition, construction,
installation, and maintenance of field gathering and storage systems, such
as:




(1) Lifting the oil
and gas to the surface; and




(2) Gathering,
treating, and field processing (as in the case of processing gas to extract
liquid hydrocarbons); and




(D)
Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state,
from oil sands, shale, coalbeds, or other nonrenewable natural resources which
are intended to be upgraded into synthetic oil or gas, and activities undertaken
with a view to such extraction.







Instruction 1 to paragraph
(a)(16)(i): The oil and gas production function shall be regarded as
ending at a “terminal point”, which is the outlet valve on the lease or field
storage tank. If unusual physical or operational circumstances exist, it may be
appropriate to regard the terminal point for the production function
as:




a. The
first point at which oil, gas, or gas liquids, natural or synthetic, are
delivered to a main pipeline, a common carrier, a refinery, or a marine
terminal; and




b. In the
case of natural resources that are intended to be upgraded into synthetic oil or
gas, if those natural resources are delivered to a purchaser prior to upgrading,
the first point at which the natural resources are delivered to a main pipeline,
a common carrier, a refinery, a marine terminal, or a facility which upgrades
such natural resources into synthetic oil or gas.




Instruction 2 to paragraph
(a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbonsmeans hydrocarbons that are saleable in the state in which the
hydrocarbons are delivered.




(ii) Oil
and gas producing activities do not include:




(A)
Transporting, refining, or marketing oil and gas;




(B)
Processing of produced oil, gas or natural resources that can be upgraded into
synthetic oil or gas by a registrant that does not have the legal right to
produce or a revenue interest in such production;




(C)
Activities relating to the production of natural resources other than oil, gas,
or natural resources from which synthetic oil and gas can be extracted;
or




(D)
Production of geothermal steam.




(17)
Possible
reserves. Possible reserves are those additional reserves that are less
certain to be recovered than probable reserves.




(i) When
deterministic methods are used, the total quantities ultimately recovered from a
project have a low probability of exceeding proved plus probable plus possible
reserves. When probabilistic methods are used, there should be at least a 10%
probability that the total quantities ultimately recovered will equal or exceed
the proved plus probable plus possible reserves estimates.




(ii)
Possible reserves may be assigned to areas of a reservoir adjacent to probable
reserves where data control and interpretations of available data are
progressively less certain. Frequently, this will be in areas where geoscience
and engineering data are unable to define clearly the area and vertical limits
of commercial production from the reservoir by a defined project.




(iii)
Possible reserves also include incremental quantities associated with a greater
percentage recovery of the hydrocarbons in place than the recovery quantities
assumed for probable reserves.




(iv) The
proved plus probable and proved plus probable plus possible reserves estimates
must be based on reasonable alternative technical and commercial interpretations
within the reservoir or subject project that are clearly documented, including
comparisons to results in successful similar projects.




(v)
Possible reserves may be assigned where geoscience and engineering data identify
directly adjacent portions of a reservoir within the same accumulation that may
be separated from proved areas by faults with displacement less than formation
thickness or other geological discontinuities and that have not been penetrated
by a wellbore, and the registrant believes that such adjacent portions are in
communication with the known (proved) reservoir. Possible reserves may be
assigned to areas that are structurally higher or lower than the proved area if
these areas are in communication with the proved reservoir.




(vi)
Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has
defined a highest known oil (HKO) elevation and the potential exists for an
associated gas cap, proved oil reserves should be assigned in the structurally
higher portions of the reservoir above the HKO only if the higher contact can be
established with reasonable certainty through reliable technology. Portions of
the reservoir that do not meet this reasonable certainty criterion may be
assigned as probable and possible oil or gas based on reservoir fluid properties
and pressure gradient interpretations.







(18)
Probable
reserves. Probable reserves are those additional reserves that are less
certain to be recovered than proved reserves but which, together with proved
reserves, are as likely as not to be recovered.




(i) When
deterministic methods are used, it is as likely as not that actual remaining
quantities recovered will exceed the sum of estimated proved plus probable
reserves. When probabilistic methods are used, there should be at least a 50%
probability that the actual quantities recovered will equal or exceed the proved
plus probable reserves estimates.




(ii)
Probable reserves may be assigned to areas of a reservoir adjacent to proved
reserves where data control or interpretations of available data are less
certain, even if the interpreted reservoir continuity of structure or
productivity does not meet the reasonable certainty criterion. Probable reserves
may be assigned to areas that are structurally higher than the proved area if
these areas are in communication with the proved reservoir.




(iii)
Probable reserves estimates also include potential incremental quantities
associated with a greater percentage recovery of the hydrocarbons in place than
assumed for proved reserves.




(iv) See
also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this
section.




(19)
Probabilistic
estimate. The method of estimation of reserves or resources is called
probabilistic when the full range of values that could reasonably occur for each
unknown parameter (from the geoscience and engineering data) is used to generate
a full range of possible outcomes and their associated probabilities of
occurrence.




(21)
Proved
area.The
part of a property to which proved reserves have been specifically
attributed.




(22)
Proved oil and gas
reserves. Proved oil and gas reserves are those quantities of oil and
gas, which, by analysis of geoscience and engineering data, can be estimated
with reasonable certainty to be economically producible—from a given date
forward, from known reservoirs, and under existing economic conditions,
operating methods, and government regulations—prior to the time at which
contracts providing the right to operate expire, unless evidence indicates that
renewal is reasonably certain, regardless of whether deterministic or
probabilistic methods are used for the estimation. The project to extract the
hydrocarbons must have commenced or the operator must be reasonably certain that
it will commence the project within a reasonable time.




(i) The
area of the reservoir considered as proved includes:




(A) The
area identified by drilling and limited by fluid contacts, if any,
and




(B)
Adjacent undrilled portions of the reservoir that can, with reasonable
certainty, be judged to be continuous with it and to contain economically
producible oil or gas on the basis of available geoscience and engineering
data.




(ii) In
the absence of data on fluid contacts, proved quantities in a reservoir are
limited by the lowest known hydrocarbons (LKH) as seen in a well penetration
unless geoscience, engineering, or performance data and reliable technology
establishes a lower contact with reasonable certainty.




(iii)
Where direct observation from well penetrations has defined a highest known oil
(HKO) elevation and the potential exists for an associated gas cap, proved oil
reserves may be assigned in the structurally higher portions of the reservoir
only if geoscience, engineering, or performance data and reliable technology
establish the higher contact with reasonable certainty.




(iv)
Reserves which can be produced economically through application of improved
recovery techniques (including, but not limited to, fluid injection) are
included in the proved classification when:




(A)
Successful testing by a pilot project in an area of the reservoir with
properties no more favorable than in the reservoir as a whole, the operation of
an installed program in the reservoir or an analogous reservoir, or other
evidence using reliable technology establishes the reasonable certainty of the
engineering analysis on which the project or program was based; and




(B) The
project has been approved for development by all necessary parties and entities,
including governmental entities.







(v)
Existing economic conditions include prices and costs at which economic
producibility from a reservoir is to be determined. The price shall be the
average price during the 12-month period prior to the ending date of the period
covered by the report, determined as an unweighted arithmetic average of the
first-day-of-the-month price for each month within such period, unless prices
are defined by contractual arrangements, excluding escalations based upon future
conditions.




(23)
Proved
properties.Properties with proved
reserves.




(24)
Reasonable
certainty. If deterministic methods are used, reasonable certainty means
a high degree of confidence that the quantities will be recovered. If
probabilistic methods are used, there should be at least a 90% probability that
the quantities actually recovered will equal or exceed the estimate. A high
degree of confidence exists if the quantity is much more likely to be achieved
than not, and, as changes due to increased availability of geoscience
(geological, geophysical, and geochemical), engineering, and economic data are
made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is
much more likely to increase or remain constant than to decrease.




(25)
Reliable
technology. Reliable technology is a grouping of one or more technologies
(including computational methods) that has been field tested and has been
demonstrated to provide reasonably certain results with consistency and
repeatability in the formation being evaluated or in an analogous
formation.




(26)
Reserves.
Reserves are estimated remaining quantities of oil and gas and related
substances anticipated to be economically producible, as of a given date, by
application of development projects to known accumulations. In addition, there
must exist, or there must be a reasonable expectation that there will exist, the
legal right to produce or a revenue interest in the production, installed means
of delivering oil and gas or related substances to market, and all permits and
financing required to implement the project.




Note to paragraph
(a)(26): Reserves should not be assigned to adjacent reservoirs isolated
by major, potentially sealing, faults until those reservoirs are penetrated and
evaluated as economically producible. Reserves should not be assigned to areas
that are clearly separated from a known accumulation by a non-productive
reservoir (i.e., absence of
reservoir, structurally low reservoir, or negative test results). Such areas may
contain prospective resources (i.e., potentially
recoverable resources from undiscovered accumulations).




(27)
Reservoir.A porous and permeable
underground formation containing a natural accumulation of producible oil and/or
gas that is confined by impermeable rock or water barriers and is individual and
separate from other reservoirs.




(28)
Resources.
Resources are quantities of oil and gas estimated to exist in naturally
occurring accumulations. A portion of the resources may be estimated to be
recoverable, and another portion may be considered to be unrecoverable.
Resources include both discovered and undiscovered accumulations.




(31)
Undeveloped oil and
gas reserves. Undeveloped oil and gas reserves are reserves of any
category that are expected to be recovered from new wells on undrilled acreage,
or from existing wells where a relatively major expenditure is required for
recompletion.




(i)
Reserves on undrilled acreage shall be limited to those directly offsetting
development spacing areas that are reasonably certain of production when
drilled, unless evidence using reliable technology exists that establishes
reasonable certainty of economic producibility at greater
distances.




(ii)
Undrilled locations can be classified as having undeveloped reserves only if a
development plan has been adopted indicating that they are scheduled to be
drilled within five years, unless the specific circumstances, justify a longer
time.




(iii)
Under no circumstances shall estimates for undeveloped reserves be attributable
to any acreage for which an application of fluid injection or other improved
recovery technique is contemplated, unless such techniques have been proved
effective by actual projects in the same reservoir or an analogous reservoir, as
defined in paragraph (a)(2) of this section, or by other evidence using reliable
technology establishing reasonable certainty.




(32)
Unproved
properties.Properties with no
proved reserves.