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): November 7, 2007


Legacy Reserves LP
(Exact name of registrant as specified in its charter)


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

303 W WALL ST, SUITE 1400
MIDLAND, TX
79701
(Address of principal executive offices)
(Zip Code)
  
 
Registrant’s telephone number, including area code: (432) 689-5200


________________________________________________________________________________
(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 2.02. Results of Operations and Financial Condition.
 
On November 7, 2007, Legacy Reserves LP ("Legacy"), a Delaware limited partnership, issued a press release announcing financial results for the quarter ended September 30, 2007. 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 information in this report is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in this report, including the press release, will not be incorporated by reference into any registration statement filed by Legacy Reserves LP under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

NON-GAAP FINANCIAL MEASURES
                The press release announcing the earnings discloses a financial measure, Adjusted EBITDA, that is a non-GAAP financial measure as defined under SEC rules. The press release furnishes a reconciliation of this non-GAAP financial measure to its nearest GAAP financial measure. Adjusted EBITDA 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 our 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 partnerships or limited liability companies because all companies may not calculate Adjusted EBITDA in the same manner. Adjusted EBITDA is not intended to represent cash flows for the period and is not presented as an alternative to net income or cash flow from operations. Adjusted EBITDA should not be considered in isolation or as a substitute for a measure or performance prepared in accordance with the United States generally accepted accounting principles.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated November 7, 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
   
 
November 7, 2007
  
STEVEN H. PRUETT
Steven H. Pruett
President, Chief Financial Officer and Secretary


  Exhibit Index
  99.1 Press release dated November 7, 2007