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): April 14, 2009

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 April 14, 2009, Legacy Reserves LP ("Legacy") will make a presentation at the Executive Oil Conference in Midland, Texas. The slides presented at the conference are being furnished as Exhibit 99.1 to this current report on Form 8-K and will be available through Legacy's website located at www.legacylp.com in the Investor Relations section for a period of 30 days. 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	Slide Presentation dated April 14, 2009, 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: April 14, 2009	By:	/s/ Steven H. Pruett
		Steven H. Pruett
		President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Slide Presentation dated April 14, 2009, by Legacy Reserves LP.

EX-99.1

Exhibit 99.1

Legacy Reserves LP

Executive Oil Conference

April 14, 2009

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 and 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

Name	Title	Years Experience in the Permian Basin	Years Experience in the Oil & Gas Industry
Cary D. Brown, CPA	Chairman & CEO	17	19
Steven H. Pruett	President & CFO	20	25
Kyle A. McGraw	EVP, Business Development & Land	26	26
Paul T. Horne	EVP, Operations	23	25
William M. Morris, CPA	VP, Controller & CAO	27	28

Senior Management averages over 20 years of experience

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

William R. Granberry

Former Pres & COO

Tom Brown, Inc.

Legacy Management Team

Page 4

q30.8MMBoe of Proved
Reserves (1)

qReserves-to-Production Ratio
of over 10 years

qDiversified across 3,850
Producing Wells

q65% Operated Production

q8,553 Net Boepd in Q4 2008

q71% Oil & NGL Production

(1)12-31-08 Reserves reported in the Legacy
Reserves 10-K based on flat prices of
$44.60/Bbl WTI and $5.62/MMBtu NYMEX
Henry Hub gas

Legacy Asset Overview

Page 5

Note:CAGR = Compound Annual Growth Rate

Quarterly Production and Cash Flow Profile

Page 6

Equity Offering History

qMarch, 2006:$85 million raised through 144A Private Placement

qJanuary, 2007:$131 million raised at Initial Public Offering - 85% retail placement

qNovember, 2007:$75 million raised from institutional investors (PIPE)

q$292 million of equity capital has been raised since 2006

ШUsed to fund approximately $523 million of acquisitions since forming Legacy

ШHedged 5 years of oil and gas prices when Legacy was formed

ШHedged acquisitions upon signing purchase agreement or at closing

Page 7

Oil

Natural Gas(1)

Hedges have been placed with Bank Group to avoid margin
calls and manage counterparty risk

(1)Natural gas is hedged near our gas sales points at Waha and
ANR-Oklahoma

Oil and Gas Price Hedging Summary

Page 8

Borrowing Base Update

qBorrowing base decreased to $340 million in March from $410 million in the fall

qIncreased Upfront Fees (112 bp) as well as wider LIBOR spreads resulting in higher
cost of borrowing

qNew maturity date of April 1, 2012

q$300 million of debt drawn

qGoal in 2009 is debt reduction

Page 9

Ticker:LGCY

Exchange:NASDAQ

Unit Price (4/9/09):$13.00 per unit

Quarterly Distribution:$0.52 per unit

Yield:16%

Market Capitalization:$404 million

Enterprise Value$704 million

Note:Estimated Ownership as of 12/01/08

Legacy Ownership

Page 10

MLP Yields by Sector

Page 11

Page 12

Page 13

Hedge fund buying*

Hedge fund selling*

*Source: DTC

LGCY Unit Price vs. Oil Price

Page 14

“Take Private” Proposal

qApollo Management VII, LP, a $14.7B private equity fund, has offered $14 per unit,
less future cash distributions, to buy all units outstanding.

qThe proposed price represents a 42% premium over the April 2, 2009 closing price
prior to the announcement and a 51% premium to the prior 30 day average closing
price.

qLegacy’s Conflicts Committee (composed entirely of independent directors) has
engaged Tudor Pickering Holt to evaluate the fairness of the proposal and consider
other alternatives.

qIt is expected that management and employees would remain in place should the
proposed transaction be approved.

qIf approved by the Board of Directors, Legacy management has indicated that it will
support the transaction, rolling a significant portion of its holdings into the private
partnership with Apollo.

Note:There can be no assurance that any definitive offer will be made, any agreement will be executed or that any
transaction will be approved or consummated.

Page 15

Upstream MLP Issues

qSustainability of Distributions

–Distribution security impacted by liquidity

–Variable vs. Managed

qJudicious Approach to Acquisitions

–Opportunities for acquisition should become compelling if capital
remains scarce; companies selling off production to fund drilling

–Reductions in Borrowing Base

qLack of Access to Equity Markets

Page 16

Hunker Down or Act?

qThe longer prices remain depressed, the more dramatic the recovery due to
deferral and cancellation of LT capital projects and demand stimulus.

qCosts are resetting with stacking of iron and layoffs, input costs declining with
global recession (iron, cement, power).

qOpportunistic selling during 2007-08 replaced with distressed selling by the fall.

qAvailability of good projects and acreage has never been better as companies
are overcommitted with expiring leases.

qCapital markets will start to function ahead of the global recovery.

qPatience is warranted, as we are relatively early in what is expected to be a
deep cycle, but be positioned to act.

Page 17

Adjusted EBITDA & Distributable Cash Flow 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; income taxes; 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 EBITDA and
Distributable Cash Flow 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
and Distributable Cash Flow 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 and Distributable Cash Flow in the same manner.

Page 18

(1)Adjusted EBITDA and Distributable Cash Flow are non-GAAP financial measures.

Reconciliation of Net Income to Adjusted EBITDA & Distributable Cash Flow

Adjusted EBITDA and DCF Reconciliation

Page 19

MLP Yields by Sectors Listed Below (see page 10)

Appendix A