Washington, D.C. 20549

                                  SCHEDULE 13D
                                  (Rule 13d-1)


                               (Amendment No. 1)

                              Energy Partners Ltd.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                 (CUSIP NUMBER)


                              David Aufhauser, Esq.
                                     UBS AG
                                 299 Park Avenue
                            New York, New York 10171
   (Name, address and telephone number of person authorized to receive notices
                               and communications)


                                  November 8, 2006
             (Date of Event That Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]

     Note. Schedules filed in paper format shall include a signed original and
     five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

*    The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the


1    Names and I.R.S. Identification Nos. of Reporting Persons

     UBS AG (for the benefit and on behalf of UBS Investment Bank, Wealth
     Management USA, and Global Wealth Management and Business Banking business
     groups of UBS AG)

     * See item 5
2    Check the Appropriate Box if a Member of a Group                      a [ ]
                                                                           b [ ]

4    Source of Funds
     BK.AF, WC
5    Check box if disclosure of legal proceedings is required pursuant to Item
     2(d) or 2(e)                                                            [X]
6    Citizenship or Place of Organization
                 7.   Sole Voting Power:
                      Less than 5%
   Number of     ---------------------------------------------------------------
    Shares       8.   Shared Voting Power:
 Beneficially         0
   Owned by      ---------------------------------------------------------------
Each Reporting   9.   Sole Dispositive Power:
    Person            Less than 5%
     With:       ---------------------------------------------------------------
                 10.  Shared Dispositive Power:
11   Aggregate Amount Beneficially Owned by Each Reporting Person
     Less than 5%
12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares       [ ]
13   Percent of Class Represented by Amount in Row (11)
     Less than 5%
14   Type of Reporting Person


Item 1. Security and Issuer

Common Stock

Energy Partners Ltd.
201 St. Charles Avenue, Suite 3400
New Orleans, LA 70170

Item 2. Identity and Background


Principal business: UBS AG is a major international banking and financial firm.

UBS AG's principal business office is located at:
Bahnhofstrasse 45
CH-8021, Zurich, Switzerland

UBS AG, a Swiss banking corporation, is publicly owned, and its shares are
listed on the Zurich, New York and Tokyo stock exchanges. Subsidiaries of UBS AG
include UBS Securities LLC and UBS Financial Services Inc. Like most securities
firms, UBS Securities LLC and UBS Financial Services Inc. are, and have been,
defendant(s) in numerous legal actions brought by private plaintiffs relating to
their securities businesses that allege various violations of federal and state
securities laws. UBS Securities LLC and UBS Financial Services Inc. are wholly
owned subsidiaries of UBS AG. UBS AG, a Swiss banking corporation, is publicly
owned, and its shares are listed on the Zurich, New York and Tokyo stock
exchanges. UBS AG files annual reports on Form 20-F with the SEC, and also files
quarterly reports and certain other material information with the SEC under
cover of Form 6-K. These reports are publicly available. These reports include
material information about UBS Securities LLC matters, including information
about any material litigation or administrative proceedings.

Further, UBS AG, UBS Securities LLC and UBS Financial Services Inc., and other
affiliated entities, like most large, full service investment banks and
broker-dealers, receive inquiries and are sometimes involved in investigations
by the Federal Reserve Bank, SEC, NYSE and various

other regulatory organizations and government agencies. UBS AG and its
affiliates and subsidiaries fully cooperate with the authorities in all such
requests. UBS Securities LLC and UBS Financial Services Inc. regularly report to
the National Association of Securities Dealers, Inc. on Form B-D and to the SEC
on Schedule E to Form ADV investigations that result in orders. These reports
are publicly available.

Item 3. Source and Amount of Funds or Other Consideration

The source of funds for the purchases of the Common Stock (as defined above in
Item 1) was internal funds of UBS AG and the affiliates that purchased the
subject securities and/or the available funds of clients if shares purchased on
a discretionary basis for client accounts.

Item 4. Purpose of Transaction

The shares of Common Stock were acquired for investment and proprietary trading
purposes and not with the purpose or effect of changing or influencing control
of the Issuer. UBS AG and its affiliates review their respective holdings of the
Issuer on an ongoing basis. Depending on such evaluations, UBS and its
affiliates may from time to time in the future acquire additional shares in
connection with such investment and risk arbitrage activities. Except as
otherwise described herein, none of the reporting persons has any plans or
proposals relating to or which would result in any of the transactions described
in Items 4(a) - (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) This filing reflects shares beneficially owned by UBS Investment Bank,
Wealth Management USA and Global Wealth Management and Business Banking business
groups of UBS AG (the "Business Groups"), through the following entities through
those business groups:

UBS AG London Branch
UBS Portfolio LLC
UBS AG Frankfurt

UBS Warburg Private Clients Ltd
UBS AG Tokyo branch
UBS AG (Switzerland)
UBS Warburg Securities (Pty) Ltd (South Africa)
UBS International Ltd
UBS Warburg Securities Ltd
Banco UBS Warburg S.A
UBS Warburg Corretora de Cambio e Valores
Mobiliarios S.A.
UBS Warburg Trading S.A.
UBS Bunting Warburg Inc
UBS Capital Americas Investments III, Ltd.
UBS Capital II LLC
UBS Capital LLC
UBS AG Brazil
UBS Limited
UBS Capital Americas Investments II Ltd
SBC Equity Partners AG
UBS Capital Asia Pacific Ltd
UBS Capital Holdings LLC
UBS Capital Jersey Ltd
UBS Capital BV
UBS Warburg AG (Frankfurt)
UBS Securities Australia Ltd
UBS Securities (Japan) Ltd
UBS Securities LLC
UBS Securities New Zealand Limited
UBS New Zealand Limited
UBS AG Australia Branch
UBS Capital Markets LP
UBS Capital Latin America LDC
UBS Securities France SA
UBS AG Canada Branch
UBS Cayman Ltd.
PaineWebber Capital Inc
Paine Webber International Inc
UBS Fiduciary Trust Company
UBS Financial Services Incorporated of Puerto Rico
UBS Americas Inc
UBS Financial Services Inc.

(c) - As required, the following information below describes trading in the
above mentioned class of securities that is considered reportable within the
past sixty day.

Due to a total reduction in the collateral financing position previously
reported, the reporting person's overall position is now below the 5% level.

The Reporting Person has sole voting and dispositive power over all of the
shares reported above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

To the best knowledge of UBS AG, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist UBS AG and any other person with
respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits



After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

                                        UBS AG

                                        By: /s/ Edward Buscemi
                                            Edward Buscemi
                                            Executive Director

                                        By: /s/ Michael Cortese
                                            Michael Cortese
                                            Managing Director

Date: November 21, 2006