8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2007

Legacy Reserves LP

(Exact name of registrant as specified in its charter)

Delaware	1-33249	16-1751069
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

303 W. Wall, Suite 1400
Midland, Texas	79701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (432) 689-5200

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

 On July 11, 2007, Legacy Reserves Operating LP, a wholly owned subsidiary of Legacy Reserves LP ("Legacy") entered into a definitive purchase agreement with private parties to acquire certain oil and natural gas producing properties located primarily in the Permian Basin for a purchase price of $20.3 million, subject to purchase price adjustments, to be paid in cash.  Legacy expects this acquisition to close during August of 2007, subject to customary closing conditions.  There can be no assurance that all of the conditions to closing the acquisition will be satisfied.  Legacy's obligation to close the acquisition is not conditioned upon receipt of financing.

Item 7.01 Regulation FD Disclosure.

 On July 11, 2007, Legacy issued a press release relating to the acquisition of oil and natural gas properties. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  The press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor is it subject to the liabilities of that section or deemed incorporated by reference in any filing by Legacy under the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release dated July 11, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEGACY RESERVES LP By:  Legacy Reserves GP, LLC, its general partner
Date: July 12, 2007	By:	/s/ Steven H. Pruett
		Steven H. Pruett
		President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press Release dated July 11, 2007.

EX-99.1

Exhibit 99.1

Legacy Reserves LP to Acquire Oil and Natural Gas Producing Properties for $20.3 Million

MIDLAND, Texas, July 11, 2007 -- Legacy Reserves LP (Nasdaq:LGCY) today announced that it has signed a definitive purchase agreement to acquire certain oil and natural gas producing properties from private parties for a purchase price of $20.3 million, subject to purchase price adjustments, to be paid in cash.  The properties are located primarily in the Permian Basin.  The acquisition is subject to customary closing conditions and is expected to close during August, 2007.

Operational highlights:

· Estimated proved reserves of approximately 1.22 MMBoe

· 92% proved developed producing reserves

· Proved reserves to production ratio of approximately 11 years

· Current net production of approximately 302 Boe per day

· 101 properties, all of which are non-operated

Financial highlights:

We expect the acquisition to be immediately accretive to distributable cash flow per unit. Management will evaluate the impact of the acquisition on current distribution levels as it integrates the assets. All changes in distributions are subject to approval by the Board of Directors of the general partner of Legacy Reserves LP.

About Legacy Reserves LP

We are an independent oil and natural gas limited partnership headquartered in Midland, Texas, and are focused on the acquisition and exploitation of oil and natural gas properties primarily located in the Permian Basin of West Texas and southeast New Mexico. Additional information is available at www.LegacyLP.com.

Cautionary Statement Relevant to Forward-Looking Information

This press release contains forward-looking statements relating to Legacy's operations that are based on management's current expectations, estimates and projections about its operations. Words such as "anticipates," "expects," "intends," "plans," "targets," "projects," "believes," "seeks," "schedules," "estimated," and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Legacy undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are realized oil and natural gas prices; production volumes; lease operating expenses, general and administrative costs and finding and development costs; future operating results; and the factors set forth under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2006.

Contact:

Legacy Reserves LP

Steven H. Pruett

President and Chief Financial Officer

432-689-5200

Source: Legacy Reserves LP