On December 4, 2012, QRE Operating, LLC ("OLLC"), a wholly owned subsidiary of QR Energy, LP (the "Partnership"), closed its previously announced acquisition of mature, legacy, predominantly oil properties located in the Ark-La-Tex area pursuant to the purchase and sale agreement dated October 26, 2012 (the "Purchase Agreement"), as amended by Amendment No. 1 thereto dated November 1, 2012 (the "First Amendment"), by and among an undisclosed private seller and OLLC. The adjusted purchase price was approximately $214.3 million, funded with borrowings under the Partnership's credit facility.

The Purchase Agreement and the First Amendment were previously included as Exhibits 2.1 and 2.2, respectively, to the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012.

On December 4, 2012, the Partnership issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A copy of this press release is furnished as Exhibit 99.1 hereto.

The information being furnished pursuant to Item 7.01 of this Form 8-K and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(a) Financial Statements of Businesses Acquired.

The Partnership will file the financial statements as required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Partnership will file the financial statements as required by this Item not later than 71 days after the date on which this Form 8-K is required to be filed.

(d) Exhibits.

Exhibit
  No.                                     Description

 2.1         Purchase and Sale Agreement, dated as of October 26, 2012, by and
             among QRE Operating, LLC and an undisclosed private seller
             (incorporated herein by reference to Exhibit 2.1 to the Current Report
             on Form 8-K filed November 1, 2012).

 2.2         Amendment No. 1 to the Purchase and Sale Agreement, dated as of
             November 1, 2012, by and among QRE Operating, LLC and an undisclosed
             private seller (incorporated herein by reference to Exhibit 2.2 to the
             Current Report on Form 8-K filed November 1, 2012).

99.1         QR Energy, LP Press Release dated December 4, 2012.