LIMITED PARTNERSHIP AGREEMENT

Exhibit 3.4

AGREEMENT OF

LIMITED PARTNERSHIP OF

EAGLE ROCK ENERGY GP, L.P.

     THIS AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of May 25, 2006, is entered into and executed by Eagle Rock Energy G&P, LLC, a Delaware limited liability company, as general partner, and Eagle Rock Holdings, L.P., a Delaware limited partnership, as Organizational Limited Partner.

ARTICLE I

DEFINITIONS

     The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

     “Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5 as amended or restated from time to time.

     “Delaware Act” means the Delaware revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such act.

     “General Partner” means Eagle Rock Energy G&P, LLC, a Delaware limited liability company.

     “Limited Partner” means the Organizational Limited Partner and any other limited partner admitted to the Partnership from time to time.

     “Organizational Limited Partner” means Eagle Rock Holdings, L.P., a Delaware limited liability partnership.

     “Partner” means the General Partner or any Limited Partner.

     “Partnership” means Eagle Rock Energy GP, L.P., a Delaware limited partnership.

     “Percentage Interest” means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.

ARTICLE II

ORGANIZATIONAL MATTERS

     2.1 Formation. Subject to the provisions of this Agreement, the General Partner and the Organizational Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Organizational Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

     2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, “Eagle Rock Energy GP, L.P.”.

     2.3 Principal Office; Registered Office.

          (a) The principal office of the Partnership shall be at 14950 Heathrow Forest Parkway, Suite 111, Houston, Texas 77032 or such other place as the General Partner may from time to time designate.

          (b) The address of the Partnership’s registered office in the State of Delaware shall be the Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the Partnership’s registered agent for service of process at such address shall be the Corporation Trust Company.

     2.4 Term. The Partnership shall continue in existence until an election to dissolve the Partnership by the General Partner.

     2.5 Organizational Certificate. A Certificate of Limited Partnership of the Partnership has been filed by the General Partner with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Delaware and any state in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of Delaware and any state or jurisdiction in which the Partnership may elect to do business.

     2.6 Partnership Interests. Effective as of the date hereof, the General Partner shall have a 0.001% Percentage Interest and the Organizational Limited Partner shall have a 99.999% Percentage Interest.

ARTICLE III

PURPOSE

     The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.

ARTICLE IV

CAPITAL CONTRIBUTIONS

     At or around the date hereof, the Organizational Limited Partner contributed to the Partnership $999.99 in cash and the General Partner contributed to the Partnership $.01 in cash.

ARTICLE V

CAPITAL ACCOUNT ALLOCATIONS

     5.1 Capital Accounts. The Partnership shall maintain a capital account for each of the Partners in accordance with the regulations issued pursuant to Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), and as determined by the General Partner as consistent therewith.

     5.2 Allocations. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in accordance with their Percentage Interests, except that the General Partner shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations pursuant thereto.

     5.3 Distributions. From time to time, but not less often than quarterly, the General Partner shall review the Partnership’s accounts to determine whether distributions are appropriate. The General Partner may make such cash distribution as it, in its sole discretion, may determine without being limited to current or accumulated income or gains from any Partnership funds, including, without limitation, Partnership revenues, capital contributions or borrowed funds; provided, however, that no such distribution shall be made if, after giving effect thereto, the liabilities of the Partnership exceed the fair market value of the assets of the Partnership. In its sole discretion, the General Partner may, subject to the foregoing proviso, also distribute to the Partners other Partnership property, or other securities of the Partnership or other entities. All distributions by the General Partner shall be made in accordance wit