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): December 6, 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 7.01 Regulation FD Disclosure.

On December 6, 2007 Legacy Reserves LP will make a presentation at the Wachovia Pipeline and MLP Conference in New York, New York.  The slides presented at the conference are being furnished as Exhibit 99.1 to this current report on Form 8-K. Legacy may also use substantially similar slides from time to time in conferences and other discussions with investors, analysts and other interested parties.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
Exhibit 99.1	Presentation to the Wachovia Pipeline and MLP Conference, December 6, 2007, by Legacy Reserves LP.

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: December 6, 2007	By:	/s/ Steven H. Pruett
		Steven H. Pruett
		President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Presentation to the Wachovia Pipeline and MLP Conference, on December 6, 2007, by Legacy Reserves LP.

EX-99.1

Exhibit 99.1

Legacy Reserves LP

Wachovia Pipeline & MLP Conference

December 6, 2007

Page 2

Forward-Looking Statements

Statements made by representatives of Legacy Reserves LP (the “Partnership”) during the course
of this presentation that are not historical facts are forward-looking statements. These statements
are based on certain assumptions made by the Partnership based on management’s experience
and perception of historical trends, current conditions, anticipated future developments and other
factors believed to be appropriate. Such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of the Partnership, which may cause actual
results to differ materially from those implied or expressed by the forward-looking statements. These
include risks relating to financial performance and results, availability of sufficient cash flow to pay
distributions and execute our business plan, prices and demand for oil a
nd natural gas, our ability to
replace reserves and efficiently exploit our current reserves, our ability to make acquisitions on
economically acceptable terms, and other important factors that could cause actual results to differ
materially from those anticipated or implied in the forward-looking statements.  Please see the
factors described in the Partnership’s Annual Report on Form 10-K in Item 1A under “Risk Factors”. 
The Partnership undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information or future events.

Page 3

Other

Related

Entities

Dale Brown & 

Jack McGraw

form

company

Cary & 

Dale Brown 

form

Moriah

Formation Transaction

Through

Private Placement

1981

1991

2005

March

2006

January

2007

IPO

Brothers

Production

Company

Brothers

Moriah

Brothers

MBN

Moriah

Legacy

Kyle McGraw

& 

Cary Brown

Assume

Management

Pruett, Brown

& McGraw

co-found MBN

Legacy History

Page 4

Name	Title	Years Experience in the Permian Basin	Years Experience in the Oil & Gas Industry
Cary D. Brown, CPA	Chairman & CEO	15	17
Steven H. Pruett	President & CFO	18	23
Kyle A. McGraw	EVP, Business Development & Land	24	24
Paul T. Horne	VP, Operations	21	23
William M. Morris, CPA	VP, Controller & CAO	25	26

William D. Sullivan

Former EVP

Anadarko Petroleum

G. Larry Lawrence

Former Controller

Pure Resources

Kyle D. Vann

Former CEO

Entergy - Koch, LP

Independent Board Members

Legacy Management Team

Page 5

Asset Overview

Page 6

(1)Taken from reserve reports prepared by LaRoche Petroleum Consultants, Ltd. as of 12/31/06 for Legacy Reserves LP plus proved reserves from 2007 acquisitions from internal
reserve reports: Binger (4.1 MMBoe), TSF/Ameristate (1.4 MMBoe), Slaughter/Rocker A (1.0 MMBoe), Raven (1.2 MMBoe), TOC (4.0 MMBoe), Summit (0.7 MMBoe) and
Pan-Ellis/Mariner/SMB/Chevron (1.07 MMBoe). 

(2)Pro forma 2007 acquisitions of Binger, TSF, Ameristate, Slaughter/Rocker A, Raven, Samson, Carlow, TOC, Summit and Pan-Ellis/Mariner/SMB/Chevron.

Legacy Base Asset Overview

q32.6 MMBoe of proved reserves (1)

qReserves-to-production ratio of over
14.5 years

qDiversified across over 3,000 wells

q70% operated

q6,165 net Boe per day (2)

q74% liquids

Page 7

(1) Source: http://www.utpb.edu

Map Source: Midland Map Company.

Stable Platform

Why the Permian Basin?

qOver 24 BBbls produced since 1921

qRepresents 20% of lower 48 states
and 68% of Texas oil production (1)

qMultiple producing formations

qEstablished infrastructure and ample
take-away capacity

qLong-lived reserves

qPredictable, shallow decline rates

qFragmented ownership

Page 8

Top 5
Operators

1,700+
Operators

0.3%

(1)  Ownership based on production.  Permian Basin includes Texas Railroad Commission Districts 7C, 8, 8A and Lea and Eddy County, New Mexico. 
Permian Basin data as of July 31, 2005; Legacy production data as of September 30, 2006.

63.6%

36.1%

Permian Basin Ownership Profile (1)

Consolidation Opportunities in the Permian Basin

qFragmented ownership provides numerous
acquisition opportunities

qAcquisition niche - large PDP component

qConnected in Permian Basin deal network

Page 9

$339 million of purchases
at an average cost of
$9.18 per Boe of proved
reserves in over 39 deals

13.4

20.2

37.0

6.8

13.4

6.8

13.4

16.8

Acquired Reserves (1999 - 2007)

Legacy & Predecessor Acquisition History

Page 10

Legacy 2007 YTD Acquisitions

qClosed $193 million of acquisitions in 2007

qFourteen negotiated transactions averaging:

–$13.69 per Boe of proved reserves

–92% PDP, R/P ratio of 14.7 years

–$73,350 per Boepd

–5.2 times cash flow

Page 11

Financial Summary

Page 12

Financial and Operating Data - Latest Twelve Months

qThird Quarter earnings continue solid growth trend

–14.4% sequential volume growth over Q2

–Q3 production, revenue, distributable cash flow, and adjusted EBITDA exceeded analyst estimates 

–Q3 does not include contribution from Panhandle, Summit and November acquisitions

(1)Please see pages 21 and 22

Consensus Analyst

($ in millions)

12-31-06

3-31-07

6-30-07

9-30-07

Estimates - Q3 2007

Production (Boe/d)

3,625

3,655

4,540

5,195

5,083

Revenue with realized hedges 

$18.5

$18.4

$24.1

$29.8

$27.4

Distributable Cash Flow

$1.6

$6.8

$9.5

$14.5

$12.5

Distributable Cash Flow per Unit

$0.08

$0.36

$0.36

$0.56

$0.48

Adjusted EBITDA

(1)

$11.3

$11.1

$14.7

$18.9

$17.4

Quarter Ending

Summary Financial Information

Page 13

(1)Acquisitions closed subsequent to 9/30/2007, including cash flow adjustment paid to Legacy at deal closing.

(2)Pro forma PIPE and November acquisitions.

Pro Forma Capitalization

Page 14

2007 Exploitation Program

q$16 million of maintenance and growth capital

q50% of capital directed toward higher IRR, low F&D recompletion, reactivation and
restimulation projects

qDouble digit organic growth over the 12 months ended September 30, 2007

qProgram summary (gross production rates):

–12-well infill drilling program at Langlie Mattix, IP avg 40 Bopd + 45 Mcfd/well

–6 Happy / Dover field recompletions, 180 Bopd + 80 Mcfd increase

–Clayton Johnson high volume lift, 70 Bopd + 60 Mcfd increase

–6 SJU refracs (6 more in progress), 75 Bopd + 15 Mcfd increase

–1 Hutex, 1 PHD, and 1 SMB recompletions, 120 Bopd + 150 Mcfd

–2 Binger infill drill wells, testing over 200 Bopd

–Drilling 2 Wolfcamp wells online in early late Q4 and early Q1 2008

Page 15

8.1%

4.2%

6.2%

6.3%

6.6%

6.0%

6.6%

6.2%

6.8%

8.5%

7.0%

Energy MLP’s as of 11/30/07

As of 11/27/07: 

(1) Includes General Partners of Alliance, Atlas, Buckeye, Crosstex, Energy Transfer, Enterprise, Hiland, Inergy, Magellan, NuStar, Penn Virginia.

(2) Includes Alliance, Natural Resource Partners, Penn Virginia.

(3) Includes Atlas, Cheniere, Copano, Crosstex, DCP, Duncan, Eagle Rock, Genesis, Hiland, Mark West, Regency, SemGroup, Spectra, Sunoco, Targa, TC, Williams.

(4) Includes Buckeye, Boardwalk, Enbridge, Energy Transfer, Enterprise, Kinder Morgan, Magellan, NuStar, Oneok, Plains, TEPPCO.

8.1%

9.4%

10.5%

10.5%

6.7%

Comparable Company Trading Yields

Page 16

Note:  Reflects closing price of 11/30/07

Legacy Unit Returns 2007 YTD

Page 17

(1)WTI oil swaps used to hedge NGL production in 2009 (85,200 Bbls), 2010 (84,600 Bbls), 2011 (78,000 Bbls) and 2012 (75,600 Bbls).

(2)Includes NYMEX and Waha / ANR-OK swaps, where the latter indexes trade at a discount to NYMEX Henry Hub but better reflect what Legacy is paid for its
natural gas.

437 *

2,534

2,331

2,066

182 *

1,068

986

919

581

698

Oil (1)

Natural Gas (2)

Over 74% of forecasted production hedged for 2007-08 and over 60% hedged through 2010.

789

* 4th Quarter 2007 Volumes

493

Commodity Price Hedging Summary

Page 18

*

*

NGL’s

BOE’s

Over 74% of forecasted production hedged for 2007-08 and over 60% hedged through 2010.

* 4th Quarter 2007volumes

Commodity Price Hedging Summary

Page 19

GP Interest

<0.1%

Public
Unitholders

32.4%

144A & PIPE
Unitholders

20%

Sellers of Assets to
Legacy

2.5%

Founding Investors,
Directors and Management

45%

Ticker:LGCY

Exchange:NASDAQ

Unit Price (11/30/07):$21.36 per unit

Quarterly Distribution:$0.43 per unit

Yield:8.05%

Market Capitalization:$635 million

Note:  Ownership as of 11/26/07

Legacy Ownership

Page 20

Legacy Summary

qOnly MLP focused on the oil-weighted Permian Basin and Mid-continent regions

qExperienced management team with significant equity ownership

qSignificant organic and external growth opportunities

qLong-lived, diversified multi-pay properties

qDemonstrated reserve replacement capability

qLong-term hedges in place

qTax advantaged yield

qLow level of debt

qMLP structure with no IDRs

Page 21

Adjusted EBITDA Reconciliation

This presentation, the financial tables and other supplemental information, including the reconciliations
of certain non-generally accepted accounting principles ("non-GAAP") measures to their nearest
comparable generally accepted accounting principles ("GAAP") measures, may be used periodically
by management when discussing Legacy's financial results with investors and analysts and they are
also available on Legacy's website under the Investor Relations tab.  Adjusted EBITDA is defined in
our revolving credit facility as net income (loss) plus interest expense; depletion, depreciation,
amortization and accretion; impairment of long-lived assets; (gain) loss on sale of partnership
investment; (gain) loss on sale of assets; equity in (income) loss of partnerships; non-cash
compensation expense and unrealized (gain) loss on oil and natural gas swaps.  Adjusted EB
ITDA is
presented as management believes it provides additional information and metrics relative to the
performance of Legacy's business, such as the cash distributions we expect to pay to our unitholders,
as well as our ability to meet our debt covenant compliance tests. Management believes that these
financial measures indicate to investors whether or not cash flow is being generated at a level that can
sustain or support an increase in our quarterly distribution rates. Adjusted EBITDA may not be
comparable to a similarly titled measure of other publicly traded limited partnerships or limited liability
companies because all companies may not calculate Adjusted EBITDA in the same manner. 

Page 22

                  Note: Adjusted EBITDA is a non-GAAP financial measure.  

Reconciliation of Net Income to Adjusted EBITDA

Adjusted EBITDA Reconciliation

Legacy Reserves LP