Energy Partners Ltd. - Schedule 14D/9 No. 6 - 10/20/06
Washington, DC 20549
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 6
(Name of Subject Company)
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
John H. Peper
Executive Vice President,
General Counsel and Corporate Secretary
Energy Partners, Ltd.
201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(504) 569-1875

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Kenneth W. Orce, Esq.
John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
Richard D. Katcher, Esq.
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
(212) 403-1000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 6 (this “Amendment”) amends and supplements the Solicitation / Recommendation Statement on Schedule 14D-9 filed on September 14, 2006, as amended by Amendments 1, 2, 3, 4 and 5 (as so amended, the “Schedule 14D-9”), by Energy Partners, Ltd., a Delaware corporation (the “Company” or “EPL”).
The purpose of this amendment is to amend and supplement Item 9 of the Schedule 14D-9 to add an additional exhibit and revise the Exhibit Index accordingly. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 14D-9.
Item 9.  Exhibits
Item 9 of the Schedule 14D-9 is amended and supplemented by adding the following:
Press release dated October 20, 2006 (incorporated by reference to Exhibit 99.1 of EPL’s Form 8-K filed October 20, 2006).


After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Energy Partners, Ltd.

By:  /s/ John H. Peper        
        Name:  John H. Peper
        Title:   Executive Vice President, General
                    Counsel and Corporate Secretary

Dated: October 20, 2006