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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1933
 For the fiscal year ended December 31, 2007
 or
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file number 1-33249
 Legacy Reserves LP
 (Exact name of Registrant as Specified in Its Charter)
  Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    16-1751069(IRS Employer
Identification No.)303 W. Wall Street, Suite 1400
Midland, Texas(Address of Principal Executive Offices)
    
    79701(Zip Code)
 Registrants telephone number, including area code:
(432) 689-5200
 Securities registered pursuant to Section 12(b) of the Act:
 Title
of Each Class
    

Name
of Each Exchange on Which RegisteredUnits representing limited partner interests
    
    NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act: None.
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 o þ
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  Large accelerated filer
o
Non-accelerated filer þ (Do not check if a smaller reporting company)
    
    Accelerated filer
o
Smaller reporting company o
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   DOCUMENTS INCORPORATED BY REFERENCE
None




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EXPLANATORY NOTE
  ITEM 15
 Item 15.
    
    Exhibits and Financial Statement Schedules




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SIGNATURES
  LEGACY RESERVES LP
(Registrant)By:
    LEGACY RESERVES GP, LLC,its general partnerBy:
    /s/ Steven H. PruettName:
    Steven H. PruettTitle:
    President, Chief Financial Officer and Secretary
(Principal Financial Officer)   Signature
    

Title
    

Date/s/ Cary D. Brown

Cary D. Brown
    
    Chief Executive Officer and Director
(Principal Executive Officer)
    
    March 27, 2008/s/ Steven H. Pruett

Steven H. Pruett
    
    President, Chief Financial Officer and Secretary
(Principal Financial Officer)
    
    March 27, 2008/s/ William M. Morris

William M. Morris
    
    Vice President, Chief Accounting Officer and
Controller
(Principal Accounting Officer)
    
    March 27, 2008/s/ Kyle A. McGraw

Kyle A. McGraw
    
    Executive Vice President and Director
    
    March 27, 2008/s/ Dale A. Brown

Dale A. Brown
    
    Director
    
    March 27, 2008/s/ William D. Sullivan

William D. Sullivan
    
    Director
    
    March 27, 2008/s/Kyle D. Vann

Kyle D. Vann
    
    Director
    
    March 27, 2008/s/ William R. Granberry

William R. Granberry
    
    Director
    
    March 27, 2008/s/ G. Larry Lawrence

G. Larry Lawrence
    
    Director
    
    March 27, 2008




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INDEX TO EXHIBITS
 ExhibitNumber
    

Description3.1
    
    Certificate of Limited Partnership of Legacy Reserves LP (Incorporated by reference to
Legacy Reserves LPs Registration Statement on Form S-1 (File No. 333-134056) filed May
12, 2006, Exhibit 3.1)3.2
    
    Amended and Restated Limited Partnership Agreement of Legacy Reserves LP (Incorporated
by reference to Legacy Reserves LPs Registration Statement on Form S-1 (File No.
333-134056) filed May 12, 2006, included as Appendix A to the Prospectus and including
specimen unit certificate for the units)3.3
    
    Amendment No. 1, dated December 27, 2007, to the Amended and Restated Agreement of
Limited Partnership of Legacy Reserves LP (Incorporated by reference to Legacy Reserves
LPs current report on Form 8-K filed January 2, 2008, Exhibit 3.1)3.4
    
    Certificate of Formation of Legacy Reserves GP, LLC (Incorporated by reference to Legacy
Reserves LPs Registration Statement on Form S-1 (File No. 333-134056) filed May 12,
2006, Exhibit 3.3)3.5
    
    Amended and Restated Limited Liability Company Agreement of Legacy Reserves GP, LLC
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed May 12, 2006, Exhibit 3.4)4.1
    
    Registration Rights Agreement dated as of March 15, 2006 by and among Legacy Reserves
LP, Legacy Reserves GP, LLC and Friedman, Billings, Ramsey & Co. (Incorporated by
reference to Legacy Reserves LPs Registration Statement on Form S-1 (File No.
333-134056) filed May 12, 2006, Exhibit 4.1)4.2
    
    Registration Rights Agreement dated June 29, 2006 between Henry Holdings LP and Legacy
Reserves LP and Legacy Reserves GP, LLC (the Henry Registration Rights Agreement)
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed September 5, 2006, Exhibit 4.2)4.3
    
    Registration Rights Agreement dated March 15, 2006 by and among Legacy Reserves LP,
Legacy Reserves GP, LLC and the other parties thereto (the Founders Registration
Rights Agreement) (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed September 5, 2006, Exhibit 4.3)4.4
    
    Registration Rights Agreement dated April 16, 2007 by and among Nielson & Associates,
Inc., Legacy Reserves GP, LLC and Legacy Reserves LP (Incorporated by reference to
Legacy Reserves LPs quarterly report on Form 10-Q filed May 14, 2007, Exhibit 4.4)4.5
    
    Registration Rights Agreement dated as of November 8, 2007 by and among Legacy Reserves
LP and the Purchasers named therein (Incorporated by reference to Legacy Reserves LPs
current report on Form 8-K filed November 9, 2007, Exhibit 4.1)10.1
    
    Credit Agreement dated as of March 15, 2006, among Legacy Reserves LP, the lenders from
time to time party thereto, and BNP Paribas, as administrative agent (Incorporated by
reference to Legacy Reserves LPs Registration Statement on Form S-1 (File No.
333-134056) filed May 12, 2006, Exhibit 10.1)10.2
    
    Contribution, Conveyance and Assumption Agreement dated as of March 15, 2006 by and
among Legacy Reserves LP, Legacy Reserves GP, LLC and the other parties thereto
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed May 12, 2006, Exhibit 10.2)10.3
    
    Omnibus Agreement dated as of March 15, 2006 by and among Legacy Reserves LP, Legacy
Reserves GP, LLC and the other parties thereto (Incorporated by reference to Legacy
Reserves LPs Registration Statement on Form S-1 (File No. 333-134056) filed May 12,
2006, Exhibit 10.3)




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ExhibitNumber
    

Description10.4
    
    Purchase/Placement Agreement dated as of March 6, 2006 by and among Legacy Reserves LP,
Legacy Reserves GP, LLC and the other parties thereto (Incorporated by reference to
Legacy Reserves LPs Registration Statement on Form S-1 (File No. 333-134056) filed May
12, 2006, Exhibit 10.4)10.5
    
    Legacy Reserves, LP Long-Term Incentive Plan (Incorporated by reference to Legacy
Reserves LPs Registration Statement on Form S-1 (File No. 333-134056) filed May 12,
2006, Exhibit 10.5)10.6
    
    First Amendment of Legacy Reserves
LP to Long Term-Incentive Plan dated June 16, 2006
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed October 5, 2006, Exhibit 10.17)10.7
    
    Amended and Restated Legacy Reserves LP Long-Term Incentive Plan effective as of August
17, 2007 (Incorporated by reference to Legacy Reserves LPs current report on Form 8-K
filed August 23, 2007, Exhibit 10.1)10.8
    
    Form of Legacy Reserves LP Long-Term Incentive Plan Restricted Unit Grant Agreement
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed May 12, 2006, Exhibit 10.6)10.9
    
    Form of Legacy Reserves LP Long-Term Incentive Plan Unit Option Grant Agreement
(Incorporated by reference to Legacy Reserves LPs Registration Statement on Form S-1
(File No. 333-134056) filed September 5, 2006, Exhibit 10.7)10.10
    
    Form of Legacy Reserves LP Long-Term Incentive Plan Unit Grant Agreement (Incorporated
by reference to Legacy Reserves LPs Registration Statement on Form S-1 (File No.
333-134056) filed September 5, 2006, Exhibit 10.8)10.11
    
    Form of Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units (Incorporated
by reference to Legacy Reserves LPs current report on Form 8-K filed February 4, 2008,
Exhibit 10.1)10.12
    
    Employment Agreement dated as of March 15, 2006 between Cary D. Brown and Legacy
Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed May 12, 2006, Exhibit 10.9)10.13
    
    Employment Agreement dated as of March 15, 2006 between Steven H. Pruett and Legacy
Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed May 12, 2006, Exhibit 10.10)10.14
    
    Employment Agreement dated as of March 15, 2006 between Kyle A. McGraw and Legacy
Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed May 12, 2006, Exhibit 10.11)10.15
    
    Employment Agreement dated as of March 15, 2006 between Paul T. Horne and Legacy
Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed May 12, 2006, Exhibit 10.12)10.16
    
    Employment Agreement dated as of March 15, 2006 between William M. Morris and Legacy
Reserves Services, Inc. (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed May 12, 2006, Exhibit 10.13)




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ExhibitNumber
    

Description10.17
    
    First Amendment to Credit Agreement effective as of July 7, 2006 among Legacy Reserves
LP, the lenders from time to time party thereto, and BNP Paribas, as administrative
agent (Incorporated by reference to Legacy Reserves LPs Registration Statement on Form
S-1 (File No. 333-134056) filed September 5, 2006, Exhibit 10.14)10.18
    
    Second Amendment to Credit Agreement dated May 3, 2007 among Legacy Reserves LP, the
lenders from time to time party thereto, and BNP Paribas, as administrative agent
(Incorporated by reference to Legacy Reserves LPs current report on Form 8-K filed May
8, 2007, Exhibit 10.1)10.19
    
    Third Amendment to Credit Agreement dated October 24, 2007 among Legacy Reserves LP, the
lenders from time to time party thereto, and BNP Paribas, as administrative agent
(Incorporated by reference to Legacy Reserves LPs current report on Form 8-K filed
October 29, 2007, Exhibit 10.1)10.20
    
    Purchase and Sale Agreement dated June 29, 2006 between Kinder Morgan Production Company
LP and Legacy Reserves Operating LP (Incorporated by reference to Legacy Reserves LPs
Registration Statement on Form S-1 (File No. 333-134056) filed October 5, 2006, Exhibit
10.15)10.21
    
    Purchase and Sale Agreement dated June 13, 2006 between Henry Holding LP and Legacy
Reserves Operating LP (Incorporated by reference to Legacy Reserves LPs Registration
Statement on Form S-1 (File No. 333-134056) filed September 5, 2006, Exhibit 10.16)10.22
    
    Purchase and Sale Agreement dated March 29, 2007, by and among Ameristate Exploration,
LLC and Legacy Reserves Operating LP (Incorporated by reference to Legacy Reserves LPs
current report on Form 8-K filed May 4, 2007, Exhibit 10.1)10.23
    
    Purchase, Sale and Contribution Agreement dated March 20, 2007, by and among Nielson &
Associates, Inc. and Legacy Reserves Operating LP (Incorporated by reference to Legacy
Reserves LPs quarterly report on Form 10-Q filed May 14, 2007, Exhibit 10.1)10.24
    
    Purchase, Sale and Contribution Agreement dated March 20, 2007, by and among Terry S.
Fields and Legacy Reserves Operating LP (Incorporated by reference to Legacy Reserves
LPs quarterly report on Form 10-Q filed August 13, 2007, Exhibit 10.1)10.25
    
    Purchase, Sale and Contribution Agreement dated May 3, 2007, by and among Raven
Resources, LLC and Shenandoah Petroleum Corporation and Legacy Reserves Operating LP
(Incorporated by reference to Legacy Reserves LPs quarterly
report on Form 10-Q filed
August 13, 2007, Exhibit 10.2)10.26
    
    Purchase, Sale and Contribution Agreement dated July 11, 2007, by and among Raven
Resources, LLC and Legacy Reserves Operating LP (Incorporated by reference to Legacy
Reserves LPs quarterly report on Form 10-Q filed November 9, 2007, Exhibit 10.1)10.27
    
    Purchase, Sale and Contribution Agreement dated August 28, 2007, by and among Summit
Petroleum Management Corporation and Legacy Reserves Operating LP (Incorporated by
reference to Legacy Reserves LPs quarterly report on Form 10-Q filed November 9, 2007,
Exhibit 10.3)10.28
    
    Purchase, Sale and Contribution Agreement dated August 30, 2007, by and among The
Operating Company and Legacy Reserves Operating LP (Incorporated by reference to Legacy
Reserves LPs quarterly report on Form 10-Q filed November 9, 2007, Exhibit 10.4)




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ExhibitNumber
    

Description10.29
    
    Unit Purchase Agreement dated as of November 7, 2007 by and among Legacy Reserves LP,
Legacy Reserves GP, LLC and the Purchasers named therein (Incorporated by reference to
Legacy Reserves LPs current report on Form 8-K filed November 9, 2007, Exhibit 10.1)21.1
    
    List of subsidiaries of Legacy Reserves LP (Incorporated by reference to Legacy Reserves
LPs Registration Statement on Form S-1 (File No. 333-134056) filed May 12, 2006,
Exhibit 21.1)23.1**
    
    Consent of BDO Seidman LLP23.2**
    
    Consent of LaRoche Petroleum Consultants, Ltd.31.1*
    
    Rule 13a-14(a) Certification of CEO (under Section 302 of the Sarbanes-Oxley Act of 2002)31.2*
    
    Rule 13a-14(a) Certification of CFO (under Section 302 of the Sarbanes-Oxley Act of 2002)32.1*
    
    Section 1350 Certifications (under Section 906 of the Sarbanes-Oxley Act of 2002)
 
 *
    
    Filed herewith.**
    
    Previously filed with the Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 filed on March 14, 2008.
    
    Management contract or compensatory plan or arrangement