FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

First Reserve GP XI, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/19/2013 

3. Issuer Name and Ticker or Trading Symbol

CRESTWOOD MIDSTREAM PARTNERS LP [NRGM]

(Last)        (First)        (Middle)

ONE LAFAYETTE PLACE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

GREENWICH, CT 06830       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

6/19/2013 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
(1) This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3 is being filed to include the Power of Attorney of William E. Macaualay, attached hereto as Exhibit 24.

Exhibit List:

Exhibit 24 - Power of Attorney of William E. Macaualay
No securities are beneficially owned.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
First Reserve GP XI, Inc.
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
X


First Reserve GP XI, L.P.
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
X


MACAULAY WILLIAM E
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
X


FR Midstream Holdings LLC
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
X


FR XI CMP Holdings LLC
ONE LAFAYETTE PLACE
GREENWICH, CT 06830
X


Crestwood Holdings Partners, LLC
700 LOUISIANA STREET, SUITE 2060
HOUSTON, TX 77002
X


Crestwood Holdings II LLC
700 LOUISIANA STREET, SUITE 2060
HOUSTON, TX 77002
X


Crestwood Holdings LLC
700 LOUISIANA STREET, SUITE 2060
HOUSTON, TX 77002
X


Crestwood Gas Services Holdings LLC
700 LOUISIANA STREET, SUITE 2060
HOUSTON, TX 77002
X



Signatures
/s/ Michael France, Managing Director for First Reserve GP XI, Inc. 10/7/2013
** Signature of Reporting Person Date

/s/ Anne E. Gold, Attorney-in-Fact for William E. Macaulay 10/7/2013
** Signature of Reporting Person Date

/s/ Michael France, Managing Director for First Reserve GP XI, Inc. the General Partner of First Reserve GP XI, L.P. 10/7/2013
** Signature of Reporting Person Date

/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC 10/7/2013
** Signature of Reporting Person Date

/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC, the Managing Member of FR XI CMP Holdings LLC 10/7/2013
** Signature of Reporting Person Date

/s/ Joel C. Lambert, Senior Vice President for Crestwood Holdings Partners, LLC 10/7/2013
** Signature of Reporting Person Date

/s/ Joel C. Lambert, Senior Vice President for Crestwood Holdings II LLC 10/7/2013
** Signature of Reporting Person Date

/s/ Joel C. Lambert, Senior Vice President for Crestwood Holdings LLC 10/7/2013
** Signature of Reporting Person Date

/s/ Kelly J. Jameson, Senior Vice President for Crestwood Gas Services Holdings LLC 10/7/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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