UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C. 20549





Form 10-Q





þ
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended June 30, 2009





OR





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
File Number


001-33024





EV
Energy Partners, L.P.


(Exact
name of registrant as specified in its charter)





Delaware
                  (State
      or other jurisdiction
                  of
      incorporation or organization)
                20–4745690
                  (I.R.S.
      Employer Identification No.)1001
      Fannin, Suite 800, Houston, Texas
                  (Address
      of principal executive offices)
                77002
                  (Zip
      Code)





Registrant’s
telephone number, including area code: (713) 651-1144





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


YES þ  NO o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


YES o  NO o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definition of “accelerated filer,” “large accelerated
filer” and “smaller reporting company” in Rule 12b–2 of the Exchange
Act.  Check one:





Large
      accelerated filer  ̈
              
              Accelerated
      filer þ
              
              Non-accelerated
      filer  ̈
              
              Smaller
      reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b–2 of the Exchange Act).


YES o NO þ





As of
August 7, 2009, the registrant had 17,155,471 common units
outstanding.










Table
of Contents





PART
      I.  FINANCIAL INFORMATIONItem
      1.  Condensed Consolidated Financial Statements
      (unaudited)
                
                
                2Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                
                
                15Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                
                
                24Item
      4.  Controls and Procedures
                
                
                25PART
      II.  OTHER INFORMATIONItem
      1.  Legal Proceedings
                
                
                26Item
      1A.  Risk Factors
                
                
                26Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                
                
                26Item
      3.  Defaults Upon Senior Securities
                
                
                26Item
      4.  Submission of Matters to a Vote of Security
      Holders
                
                
                26Item
      5.  Other Information
                
                
                26Item
      6.  Exhibits
                
                
                26Signatures
                
                
                27


1


PART
I. FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





EV
Energy Partners, L.P.


Condensed
Consolidated Balance Sheets


(In
thousands)


(Unaudited)





June
      30,
                
                
                December
      31,2009
                
                
                2008ASSETSCurrent
      assets:Cash and cash
      equivalents
                
                $
                24,040
                
                
                $
                41,628Accounts
    receivable:Oil, natural gas and natural
      gas liquids revenues
                
                
                10,687
                
                
                
                17,588Related party
                
                
                3,331
                
                
                
                1,463Other
                
                
                1,253
                
                
                
                3,278Derivative asset
                
                
                45,140
                
                
                
                50,121Prepaid expenses and other
      current assets
                
                
                734
                
                
                
                1,037Total current
      assets
                
                
                85,185
                
                
                
                115,115Oil
      and natural gas properties, net of accumulated depreciation, depletion and
      amortization;
                  June
      30, 2009, $96,308; December 31, 2008, $69,958
                
                
                745,684
                
                
                
                765,243Other
      property, net of accumulated depreciation and amortization;
                  June 30, 2009, $302; December
      31, 2008, $284
                
                
                161
                
                
                
                180Long–term
      derivative asset
                
                
                82,244
                
                
                
                96,720Other
      assets
                
                
                3,431
                
                
                
                2,737Total
      assets
                
                $
                916,705
                
                
                $
                979,995LIABILITIES
      AND OWNERS’ EQUITYCurrent
      liabilities:Accounts payable and accrued
      liabilities
                
                $
                9,610
                
                
                $
                14,063Deferred
revenues
                
                
                –
                
                
                
                4,120Derivative
    liability
                
                
                490
                
                
                
                2,115Total current
      liabilities
                
                
                10,100
                
                
                
                20,298Asset
      retirement obligations
                
                
                35,210
                
                
                
                33,787Long–term
      debt
                
                
                352,000
                
                
                
                467,000Other
      long–term liabilities
                
                
                1,016
                
                
                
                1,426Commitments
      and contingencies (Note 9)Owners’
      equity
                
                
                518,379
                
                
                
                457,484Total
      liabilities and owners’ equity
                
                $
                916,705
                
                
                $
                979,995





See
accompanying notes to unaudited condensed consolidated financial
statements.


2


EV
Energy Partners, L.P.


Condensed
Consolidated Statements of Operations


(In
thousands, except for per unit data)


(Unaudited)




Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Revenues:Oil, natural gas and natural gas
      liquids revenues
                  
                  $
                  25,156
                  
                  
                  $
                  57,136
                  
                  
                  $
                  51,163
                  
                  
                  $
                  101,664Gain on derivatives,
      net
                  
                  
                  –
                  
                  
                  
                  604
                  
                  
                  
                  –
                  
                  
                  
                  662Transportation and
      marketing–related revenues
                  
                  
                  1,832
                  
                  
                  
                  3,309
                  
                  
                  
                  5,050
                  
                  
                  
                  6,480Total revenues
                  
                  
                  26,988
                  
                  
                  
                  61,049
                  
                  
                  
                  56,213
                  
                  
                  
                  108,806Operating
      costs and expenses:Lease operating
      expenses
                  
                  
                  9,507
                  
                  
                  
                  9,552
                  
                  
                  
                  20,654
                  
                  
                  
                  18,714Cost of purchased natural
      gas
                  
                  
                  975
                  
                  
                  
                  2,803
                  
                  
                  
                  2,451
                  
                  
                  
                  5,415Production taxes
                  
                  
                  1,216
                  
                  
                  
                  2,606
                  
                  
                  
                  2,643
                  
                  
                  
                  4,628Asset retirement obligations
      accretion expense
                  
                  
                  570
                  
                  
                  
                  308
                  
                  
                  
                  1,014
                  
                  
                  
                  606Depreciation, depletion and
      amortization
                  
                  
                  12,737
                  
                  
                  
                  7,811
                  
                  
                  
                  26,369
                  
                  
                  
                  16,355General and administrative
      expenses
                  
                  
                  4,098
                  
                  
                  
                  3,571
                  
                  
                  
                  8,351
                  
                  
                  
                  7,024Total operating costs and
      expenses
                  
                  
                  29,103
                  
                  
                  
                  26,651
                  
                  
                  
                  61,482
                  
                  
                  
                  52,742Operating
      (loss) income
                  
                  
                  (2,115
                  )
                  
                  
                  34,398
                  
                  
                  
                  (5,269
                  )
                  
                  
                  56,064Other
      (expense) income, net:Realized gains (losses) on
      mark–to–market derivatives, net
                  
                  
                  19,037
                  
                  
                  
                  (12,155
                  )
                  
                  
                  36,760
                  
                  
                  
                  (14,378
                  )Unrealized losses on
      mark–to–market derivatives, net
                  
                  
                  (44,500
                  )
                  
                  
                  (118,734
                  )
                  
                  
                  (17,832
                  )
                  
                  
                  (159,087
                  )Interest expense
                  
                  
                  (3,968
                  )
                  
                  
                  (3,069
                  )
                  
                  
                  (6,844
                  )
                  
                  
                  (6,827
                  )Other (expense) income,
      net
                  
                  
                  (52
                  )
                  
                  
                  94
                  
                  
                  
                  (44
                  )
                  
                  
                  162Total other (expense) income,
      net
                  
                  
                  (29,483
                  )
                  
                  
                  (133,864
                  )
                  
                  
                  12,040
                  
                  
                  
                  (180,130
                  )(Loss)
      income before income taxes
                  
                  
                  (31,598
                  )
                  
                  
                  (99,466
                  )
                  
                  
                  6,771
                  
                  
                  
                  (124,066
                  )Income
      taxes
                  
                  
                  (32
                  )
                  
                  
                  (58
                  )
                  
                  
                  (57
                  )
                  
                  
                  (130
                  )Net
      (loss) income
                  
                  $
                  (31,630
                  )
                  
                  $
                  (99,524
                  )
                  
                  $
                  6,714
                  
                  
                  $
                  (124,196
                  )General
      partner’s interest in net (loss) income,including incentive distribution
      rights
                  
                  $
                  1,063
                  
                  
                  $
                  (981
                  )
                  
                  $
                  3,183
                  
                  
                  $
                  (831
                  )Limited
      partners’ interest in net (loss) income
                  
                  $
                  (32,693
                  )
                  
                  $
                  (98,543
                  )
                  
                  $
                  3,531
                  
                  
                  $
                  (123,365
                  )Net
      (loss) income per limited partner unit (basic and
diluted):
                  
                  $
                  (1.93
                  )
                  
                  $
                  (6.58
                  )
                  
                  $
                  0.21
                  
                  
                  $
                  (8.24
                  )





See
accompanying notes to unaudited condensed consolidated financial
statements.


3


EV
Energy Partners, L.P.


Condensed
Consolidated Statement of Changes in Owners’ Equity


(In
thousands, except number of units)


(Unaudited)





Common
                  Unitholders
                
                
                Subordinated
                  Unitholders
                
                
                General
                  Partner
                  Interest
                
                
                Total
                  Owners’
                  EquityBalance,
      December 31, 2008
                
                $
                432,031
                
                
                $
                21,618
                
                
                $
                3,835
                
                
                $
                457,484Conversion
      of 103,409 vested phantom units
                
                
                1,706
                
                
                
                –
                
                
                
                –
                
                
                
                1,706Proceeds
      from public equity offering, net of underwriters discount
                
                
                78,649
                
                
                
                –
                
                
                
                –
                
                
                
                78,649Offering
      costs
                
                
                (219
                )
                
                
                –
                
                
                
                –
                
                
                
                (219
                )Contribution
      from general partner
                
                
                –
                
                
                
                –
                
                
                
                1,641
                
                
                
                1,641Distributions
                
                
                (19,735
                )
                
                
                (4,660
                )
                
                
                (3,255
                )
                
                
                (27,650
                )Equity–based
      compensation
                
                
                54
                
                
                
                –
                
                
                
                –
                
                
                
                54Net
      income
                
                
                5,103
                
                
                
                1,477
                
                
                
                134
                
                
                
                6,714Balance,
      June 30, 2009
                
                $
                497,589
                
                
                $
                18,435
                
                
                $
                2,355
                
                
                $
                518,379





See
accompanying notes to unaudited condensed consolidated financial
statements.


4


EV
Energy Partners, L.P.


Condensed
Consolidated Statements of Cash Flows


(In
thousands)


(Unaudited)





Six Months Ended June 30,2009
                
                
                2008Cash
      flows from operating activities:Net income
(loss)
                
                $
                6,714
                
                
                $
                (124,196
                )Adjustments to reconcile net
      income (loss) to net cash flows provided by operating
      activities:Asset retirement obligations
      accretion expense
                
                
                1,014
                
                
                
                606Depreciation, depletion and
      amortization
                
                
                26,369
                
                
                
                16,355Equity–based compensation
      cost
                
                
                1,300
                
                
                
                1,261Amortization of deferred loan
      costs
                
                
                526
                
                
                
                144Unrealized losses on
      derivatives, net
                
                
                17,832
                
                
                
                158,425Other, net
                
                
                148
                
                
                
                –Changes in operating assets and
      liabilities:Accounts
    receivable
                
                
                7,057
                
                
                
                (19,099
                )Prepaid expenses and other
      current assets
                
                
                114
                
                
                
                300Other assets
                
                
                (1
                )
                
                
                (5
                )Accounts payable and accrued
      liabilities
                
                
                (1,796
                )
                
                
                3,183Deferred
    revenues
                
                
                (4,120
                )
                
                
                1,395Other
                
                
                35
                
                
                
                –Net
      cash flows provided by operating activities
                
                
                55,192
                
                
                
                38,369Cash
      flows from investing activities:Acquisition of oil and natural
      gas properties
                
                
                –
                
                
                
                (17,491
                )Deposit on acquisition of oil
      and natural gas properties
                
                
                (1,218
                )
                
                
                –Development of oil and natural
      gas properties
                
                
                (8,983
                )
                
                
                (13,597
                )Net
      cash flows used in investing activities
                
                
                (10,201
                )
                
                
                (31,088
                )Cash
      flows from financing activities:Debt borrowings
                
                
                –
                
                
                
                17,000Repayment of debt
      borrowings
                
                
                (115,000
                )
                
                
                –Deferred loan
    costs
                
                
                –
                
                
                
                (125
                )Proceeds from public equity
      offering, net of underwriters discount
                
                
                78,649
                
                
                
                –Offering costs
                
                
                (219
                )
                
                
                –Contribution from general
      partner
                
                
                1,641
                
                
                
                –Distributions to
      partners
                
                
                (27,650
                )
                
                
                (19,869
                )Net
      cash flows used in financing activities
                
                
                (62,579
                )
                
                
                (2,994
                )(Decrease)
      increase in cash and cash equivalents
                
                
                (17,588
                )
                
                
                4,287Cash
      and cash equivalents – beginning of period
                
                
                41,628
                
                
                
                10,220Cash
      and cash equivalents – end of period
                
                $
                24,040
                
                
                $
                14,507





See
accompanying notes to unaudited condensed consolidated financial
statements.


5


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements





NOTE
1. ORGANIZATION AND NATURE OF BUSINESS





Nature
of Operations





EV Energy
Partners, L.P. (“we,” “our,” “us” or the “Partnership”) is a publicly held
limited partnership that engages in the acquisition, development and production
of oil and natural gas properties.  Our general partner is EV Energy
GP, L.P. (“EV Energy GP”), a Delaware limited partnership, and the general
partner of our general partner is EV Management, LLC (“EV Management”), a
Delaware limited liability company.  EV Management is a wholly owned
subsidiary of EnerVest, Ltd. (“EnerVest”), a Texas limited
partnership.  EnerVest and its affiliates also have a significant
interest in the Partnership through their 71.25% ownership of EV Energy GP
which, in turn, owns a 2% general partner interest in us and all of our
incentive distribution rights.





Basis
of Presentation





Our
unaudited condensed consolidated financial statements included herein have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”).  Accordingly, certain information and
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted.  We believe that the presentations and
disclosures herein are adequate to make the information not
misleading.  The unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of the interim periods.  The results of
operations for the interim periods are not necessarily indicative of the results
of operations to be expected for the full year.  These interim
financial statements should be read in conjunction with our Annual Report on
Form 10–K for the year ended December 31, 2008.





All
intercompany accounts and transactions have been eliminated in
consolidation.  In the Notes to Unaudited Condensed Consolidated
Financial Statements, all dollar and share amounts in tabulations are in
thousands of dollars and shares, respectively, unless otherwise
indicated.





NOTE 2. SHARE–BASED
COMPENSATION





EV
Management has a long–term incentive plan (the “Plan”) for employees,
consultants and directors of EV Management and its affiliates who perform
services for us.  The Plan, as amended, allows for the award of unit
options, phantom units, performance units, restricted units and deferred equity
rights of the Partnership.  The aggregate amount of our common units
that may be awarded under the Plan is 1.5 million units.  We account
for our share–based compensation in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 123 – Revised 2004, Share–Based Payment(“SFAS
123(R)”).





Phantom
Units





As of
June 30, 2009, we had issued 0.5 million phantom units, and we had 0.3 million
phantom units outstanding.  The phantom units are subject to graded
vesting over a two to four year period.  On satisfaction of the
vesting requirement, the holders of the phantom units are entitled, at our
discretion, to either common units or a cash payment equal to the current value
of the units.  We account for these phantom units as liability awards,
and the fair value of the phantom units is remeasured at the end of each
reporting period based on the current market price of our common units until
settlement.  Prior to settlement, compensation cost is recognized for
the phantom units based on the proportionate amount of the requisite service
period that has been rendered to date.





We
recognized compensation cost related to our phantom units of $0.6 million and
$0.8 million in the three months ended June 30, 2009 and 2008, respectively, and
$1.2 million and $1.3 million in the six months ended June 30, 2009 and 2008,
respectively.  These costs are included in “General and administrative
expenses” in our condensed consolidated statement of operations.  As
of June 30, 2009, there was $4.6 million of total unrecognized compensation
cost related to unvested phantom units which is expected to be recognized over a
weighted average period of 2.9 years.





In
January 2009, 0.1 million phantom units vested and were converted to common
units at a fair value of $1.7 million.


6


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





Performance
Units





In March
2009, we issued 0.3 million performance units to certain employees and executive
officers of EV Management and its affiliates.  These performance units
vest 25% each year beginning in January 2010 subject to our common units
achieving certain market prices.





We
account for these performance units as equity awards, and we estimated the fair
value of these performance units using the Monte Carlo simulation
model.  The following assumptions were used to estimate the weighted
average fair value of the performance units:





Weighted
      average fair value of performance units
                  
                  $
                  2.37Expected
      volatility
                  
                  
                  56.725
                  %Risk–free
      interest rate
                  
                  
                  1.911
                  %Expected
      quarterly distribution amount (1)
                  
                  $
                  0.751Expected
      life
                  
                  
                  2.85


_____________


(1)
            The
      fair value of the performance units assumes that the expected quarterly
      distribution amount will increase at a 3% annual compound growth rate over
      the five year term of the performance
units.





We
recognized compensation cost related to our performance units of $0.1 million
and $0.1 million in the three months and six months ended June 30,
2009.  These costs are included in “General and administrative
expenses” in our condensed consolidated statements of operations.  As
of June 30, 2009, there was $0.6 million of total unrecognized compensation
cost related to unnvested performance units which is expected to be recognized
over a weighted average period of 3.6 years.





In the
three months ended June 30, 2009, the performance criterion was achieved with
respect to 0.1 million of the performance units and the units will vest 25% each
year beginning January 15, 2010.





NOTE
3. ACQUISITIONS





In May
2008, we acquired oil properties in South Central Texas for $17.5 million, and
in August 2008, we acquired oil and natural gas properties in Michigan, Central
and East Texas, the Mid-Continent area (Oklahoma, Texas Panhandle and Kansas)
and Eastland County, Texas for $58.8 million.  These acquisitions were
primarily funded with borrowings under our credit facility.





In
September 2008, we issued 236,169 common units to EnerVest to acquire natural
gas properties in West Virginia.  As we acquired these natural gas
properties from EnerVest, we carried over the historical costs related to
EnerVest’s interest and assigned a value of $5.8 million to the common
units.





In
September 2008, we also acquired oil and natural gas properties in the San Juan
Basin (the “San Juan acquisition”) from institutional partnerships managed by
EnerVest for $114.7 million in cash and 908,954 of our common
units.  As we acquired these oil and natural gas properties from
institutional partnerships managed by EnerVest, we carried over the historical
costs related to EnerVest’s interests in the institutional partnerships and
assigned a value of $2.1 million to the common units.  We then applied
purchase accounting to the remaining interests acquired.  As a result,
we recorded a deemed distribution of $13.9 million that represents the
difference between the purchase price allocation and the amount paid for the
acquisitions.  We allocated this deemed distribution to the common
unitholders, subordinated unitholders and the general partner interest based on
EnerVest’s relative ownership interests.  Accordingly, $5.4 million,
$7.4 million and $1.1 million was allocated to the common unitholders,
subordinated unitholders and the general partner, respectively.





NOTE
4. FAIR VALUE OF FINANCIAL INSTRUMENTS





Our
financial instruments consist of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities, long–term debt and
derivatives.  Our derivatives are recorded at fair value (see Note 6).
 The carrying amount of our other financial instruments other than debt
approximates fair value because of the short–term nature of the
items.  The carrying value of our debt approximates fair value because
the facility’s interest rate approximates current market
rates.


7


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





NOTE
5. RISK MANAGEMENT





Our
business activities expose us to risks associated with changes in the market
price of oil and natural gas.  In addition, our floating rate credit
facility exposes us to risks associated with changes in interest
rates.  As such, future earnings are subject to fluctuation due to
changes in both the market price of oil and natural gas and interest
rates.  We use derivatives to reduce our risk of changes in the prices
of oil and natural gas and interest rates.  Our policies do not permit
the use of derivatives for speculative purposes.





We have
elected not to designate any of our derivatives as hedging instruments as
defined by SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended. Changes in the fair
value of our derivatives are recorded immediately to net income as “Unrealized
losses on mark–to–market derivatives, net” in our condensed consolidated
statements of operations.





As of
June 30, 2009, we had entered into oil and natural gas commodity contracts with
the following terms:





Period Covered
                                    
                                    Index
                                    
                                    Hedged
                                      Volume
                                      perDay
                                    
                                    Weighted
                                      Average
                                      Fixed
                                      Price
                                    
                                    Weighted
                                      Average
                                      Floor
                                      Price
                                    
                                    
                                    Weighted
                                      Average
                                      Ceiling
                                      PriceOil
      (Bbls):Swaps – 2009
                                    
                                    WTI
                                    
                                    
                                    1,772
                                    
                                    $
                                    93.21
                                    
                                    $
                                    
                                    
                                    $Collar – 2009
                                    
                                    WTI
                                    
                                    
                                    125
                                    
                                    
                                    
                                    
                                    
                                    62.00
                                    
                                    
                                    
                                    73.90Swaps – 2010
                                    
                                    WTI
                                    
                                    
                                    1,725
                                    
                                    
                                    90.84Swaps – 2011
                                    
                                    WTI
                                    
                                    
                                    480
                                    
                                    
                                    109.38Collar – 2011
                                    
                                    WTI
                                    
                                    
                                    1,100
                                    
                                    
                                    
                                    
                                    
                                    110.00
                                    
                                    
                                    
                                    166.45Swaps – 2012
                                    
                                    WTI
                                    
                                    
                                    460
                                    
                                    
                                    108.76Collar – 2012
                                    
                                    WTI
                                    
                                    
                                    1,000
                                    
                                    
                                    
                                    
                                    
                                    110.00
                                    
                                    
                                    
                                    170.85Swap – 2013
                                    
                                    WTI
                                    
                                    
                                    500
                                    
                                    
                                    72.50Natural
      Gas (MMBtus):Swaps – 2009
                                    
                                    Dominion
      Appalachia
                                    
                                    
                                    6,400
                                    
                                    
                                    9.03Swaps – 2010
                                    
                                    Dominion
      Appalachia
                                    
                                    
                                    5,600
                                    
                                    
                                    8.65Swap – 2011
                                    
                                    Dominion
      Appalachia
                                    
                                    
                                    2,500
                                    
                                    
                                    8.69Collar – 2011
                                    
                                    Dominion
      Appalachia
                                    
                                    
                                    3,000
                                    
                                    
                                    
                                    
                                    
                                    9.00
                                    
                                    
                                    
                                    12.15Collar – 2012
                                    
                                    Dominion
      Appalachia
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    
                                    
                                    8.95
                                    
                                    
                                    
                                    11.45Swaps – 2009
                                    
                                    NYMEX
                                    
                                    
                                    9,000
                                    
                                    
                                    8.05Collars – 2009
                                    
                                    NYMEX
                                    
                                    
                                    7,000
                                    
                                    
                                    
                                    
                                    
                                    7.79
                                    
                                    
                                    
                                    9.50Put – 2009
                                    
                                    NYMEX
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    
                                    
                                    4.00Swaps – 2010
                                    
                                    NYMEX
                                    
                                    
                                    15,300
                                    
                                    
                                    8.10Collar – 2010
                                    
                                    NYMEX
                                    
                                    
                                    1,500
                                    
                                    
                                    
                                    
                                    
                                    7.50
                                    
                                    
                                    
                                    10.00Swaps – 2011
                                    
                                    NYMEX
                                    
                                    
                                    14,300
                                    
                                    
                                    8.31Swaps – 2012
                                    
                                    NYMEX
                                    
                                    
                                    14,300
                                    
                                    
                                    8.73Swap – 2013
                                    
                                    NYMEX
                                    
                                    
                                    4,000
                                    
                                    
                                    7.50Swaps – 2009
                                    
                                    MICHCON_NB
                                    
                                    
                                    5,000
                                    
                                    
                                    8.27Swap – 2010
                                    
                                    MICHCON_NB
                                    
                                    
                                    5,000
                                    
                                    
                                    8.34Collar – 2011
                                    
                                    MICHCON_NB
                                    
                                    
                                    4,500
                                    
                                    
                                    
                                    
                                    
                                    8.70
                                    
                                    
                                    
                                    11.85Collar – 2012
                                    
                                    MICHCON_NB
                                    
                                    
                                    4,500
                                    
                                    
                                    
                                    
                                    
                                    8.75
                                    
                                    
                                    
                                    11.05Swaps – 2009
                                    
                                    HOUSTON
      SC
                                    
                                    
                                    5,478
                                    
                                    
                                    8.25Collar – 2010
                                    
                                    HOUSTON
      SC
                                    
                                    
                                    3,500
                                    
                                    
                                    
                                    
                                    
                                    7.25
                                    
                                    
                                    
                                    9.55Collar - 2011
                                    
                                    HOUSTON
      SC
                                    
                                    
                                    3,500
                                    
                                    
                                    
                                    
                                    
                                    8.25
                                    
                                    
                                    
                                    11.65Collar – 2012
                                    
                                    HOUSTON
      SC
                                    
                                    
                                    3,000
                                    
                                    
                                    
                                    
                                    
                                    8.25
                                    
                                    
                                    
                                    11.10Swaps – 2009
                                    
                                    EL
      PASO PERMIAN
                                    
                                    
                                    3,500
                                    
                                    
                                    7.80Swap – 2010
                                    
                                    EL
      PASO PERMIAN
                                    
                                    
                                    2,500
                                    
                                    
                                    7.68Swap – 2011
                                    
                                    EL
      PASO PERMIAN
                                    
                                    
                                    2,500
                                    
                                    
                                    9.30Swap – 2012
                                    
                                    EL
      PASO PERMIAN
                                    
                                    
                                    2,000
                                    
                                    
                                    9.21Swap – 2013
                                    
                                    EL
      PASO PERMIAN
                                    
                                    
                                    3,000
                                    
                                    
                                    6.77Swap – 2013
                                    
                                    SAN
      JUAN BASIN
                                    
                                    
                                    3,000
                                    
                                    
                                    6.66


8


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





As of
June 30, 2009, we had also entered into interest rate swaps with the following
terms:





Period Covered
                
                Notional
                  Amount
                
                Floating
                  Rate
                
                Fixed
                  RateJuly
      2009 – September 2012
                
                $
                40,000
                
                1
      Month LIBOR
                
                
                2.145
                %July
      2009 – July 2012
                
                
                35,000
                
                1
      Month LIBOR
                
                
                4.043
                %July
      2009 – July 2012
                
                
                40,000
                
                1
      Month LIBOR
                
                
                4.050
                %July
      2009 – July 2012
                
                
                70,000
                
                1
      Month LIBOR
                
                
                4.220
                %July
      2009 – July 2012
                
                
                20,000
                
                1
      Month LIBOR
                
                
                4.248
                %July
      2009 – July 2012
                
                
                35,000
                
                1
      Month LIBOR
                
                
                4.250
                %





At June
30, 2009, the fair value of these derivatives was as follows:





Asset Derivatives
                
                
                Liability DerivativesJune 30,
                  2009
                
                
                December 31,
                  2008
                
                
                June 30,
                  2009
                
                
                December 31,
                  2008Oil
      and natural gas commodity contracts
                
                $
                138,490
                
                
                $
                160,706
                
                
                $
                –
                
                
                $
                –Interest
      rate swaps
                
                
                –
                
                
                
                –
                
                
                
                11,596
                
                
                
                15,980Total
      fair value
                
                
                138,490
                
                
                
                160,706
                
                
                
                11,596
                
                
                
                15,980Netting
      arrangements
                
                
                (11,106
                )
                
                
                (13,865
                )
                
                
                (11,106
                )
                
                
                (13,865
                )Net
      recorded fair value
                
                $
                127,384
                
                
                $
                146,841
                
                
                $
                490
                
                
                $
                2,115Location
      of derivatives on our condensed consolidated balance
    sheets:Derivative
asset
                
                $
                45,140
                
                
                $
                50,121
                
                
                $
                –
                
                
                $
                –Long–term derivative
      asset
                
                
                82,244
                
                
                
                96,720
                
                
                
                –
                
                
                
                –Derivative
      liability
                
                
                –
                
                
                
                –
                
                
                
                490
                
                
                
                2,115$
                127,384
                
                
                $
                146,841
                
                
                $
                490
                
                
                $
                2,115





The
following table presents the impact of derivatives and their location within the
unaudited condensed consolidated statements of operations:





Three Months Ended June 30,
                
                
                Six Months Ended June 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Realized
      gains (losses) on mark–to–mark derivatives, net:Oil and natural gas commodity
      contracts
                
                $
                21,162
                
                
                $
                (12,155
                )
                
                $
                40,734
                
                
                $
                (14,378
                )Interest rate
    swaps
                
                
                (2,125
                )
                
                
                –
                
                
                
                (3,974
                )
                
                
                –Total
                
                $
                19,037
                
                
                $
                (12,155
                )
                
                $
                36,760
                
                
                $
                (14,378
                )Unrealized
      (losses) gains on mark–to–market derivatives, net:Oil and natural gas commodity
      contracts
                
                $
                (48,986
                )
                
                $
                (118,056
                )
                
                $
                (22,216
                )
                
                $
                (158,409
                )Interest rate
    swaps
                
                
                4,486
                
                
                
                (678
                )
                
                
                4,384
                
                
                
                (678
                )Total
                
                $
                (44,500
                )
                
                $
                (118,734
                )
                
                $
                (17,832
                )
                
                $
                (159,087
                )





During
the three months and six months ended June 30, 2008, we reclassified $0.6
million and $0.7 million, respectively, from accumulated other comprehensive
income to “Gain on derivatives, net” related to derivatives where we removed the
hedge designation.


9


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





NOTE
6. FAIR VALUE MEASUREMENTS





We
adopted SFAS No. 157, Fair Value Measurements, on
January 1, 2008 for our financial assets and financial liabilities, and we
adopted SFAS No. 157 on January 1, 2009 for our nonfinancial assets and
nonfinancial liabilities.  The adoption did not have a material impact
on our condensed consolidated financial statements.





SFAS 157
establishes a valuation hierarchy for disclosure of the inputs to valuation used
to measure fair value.  This hierarchy has three levels based on the
reliability of the inputs used to determine fair value.  Level 1
refers to fair values determined based on quoted prices in active markets for
identical assets or liabilities.  Level 2 refers to fair values
determined based on quoted prices for similar assets and liabilities in active
markets or inputs that are observable for the asset or liability, either
directly or indirectly through market corroboration.  Level 3 refers
to fair values determined based on our own assumptions used to measure assets
and liabilities at fair value.





The
following table presents the fair value hierarchy table for our assets and
liabilities that are required to be measured at fair value on a recurring
basis:





Fair Value Measurements at June 30, 2009 Using:Total
                  Carrying
                  Value
                
                
                Quoted Prices
                  inActive
                  Marketsfor
                  Identical
                  Assets
                  (Level 1)
                
                
                Significant
                  Other
                  Observable
                  Inputs
                  (Level 2)
                
                
                Significant
                  Unobservable
                  Inputs
                  (Level 3)Derivatives
                
                $
                126,894
                
                
                $
                –
                
                
                $
                126,894
                
                
                $
                –





Our
estimates of fair value have been determined at discreet points in time based on
relevant market data.  These estimates involve uncertainty and cannot
be determined with precision.  There were no changes in valuation
techniques or related inputs in the three months or six months ended June 30.
2009.





NOTE
7. ASSET RETIREMENT OBLIGATIONS





If a
reasonable estimate of the fair value of an obligation to perform site
reclamation, dismantle facilities or plug and abandon wells can be made, we
record an asset retirement obligation (“ARO”) and capitalize the asset
retirement cost in oil and natural gas properties in the period in which the
retirement obligation is incurred.  After recording these amounts, the
ARO is accreted to its future estimated value using an assumed cost of funds and
the additional capitalized costs are depreciated on a unit–of–production
basis.  The changes in the aggregate ARO are as follows:





Balance
      as of December 31, 2008
                        
                        $
                        34,615Accretion
      expense
                        
                        
                        1,014Revisions
      in estimated cash flows
                        
                        
                        260Payments
      to settle obligations
                        
                        
                        (58
                        )Balance
      as of June 30, 2009
                        
                        $
                        35,831





As of
June 30, 2009 and December 31, 2008, $0.6 million and $0.8 million,
respectively, of our ARO is classified as current and is included in “Accounts
payable and accrued liabilities” in our condensed consolidated balance
sheets.





NOTE
8. LONG–TERM DEBT





As of
June 30, 2009, our credit facility consists of a $700.0 million senior secured
revolving credit facility that expires in October 2012.  Borrowings
under the facility are secured by a first priority lien on substantially all of
our assets and the assets of our subsidiaries.  We may use borrowings
under the facility for acquiring and developing oil and natural gas properties,
for working capital purposes, for general corporate purposes and for funding
distributions to partners.  We also may use up to $50.0 million of
available borrowing capacity for letters of credit.  The facility
contains certain covenants which, among other things, require the maintenance of
a current ratio (as defined in the facility) of greater than 1.00 and a ratio of
total debt to earnings plus interest expense, taxes, depreciation, depletion and
amortization expense and exploration expense of no greater than 4.0 to
1.0.  As of June 30, 2009, we were in compliance with all of the
facility’s financial covenants.


10


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





Borrowings
under the facility bear interest at a floating rate based on, at our election, a
base rate or the London Inter–Bank Offered Rate plus applicable premiums based
on the percent of the borrowing base that we have outstanding (weighted average
effective interest rate of 3.11% at June 30, 2009).





Borrowings
under the facility may not exceed a “borrowing base” determined by the lenders
under the facility based on our oil and natural gas reserves.  The
borrowing base is subject to scheduled redeterminations as of April 1 and
October 1 of each year with an additional redetermination once per calendar year
at our request or at the request of the lenders and with one calculation that
may be made at our request during each calendar year in connection with material
acquisitions or divestitures of properties.  In April 2009, our
borrowing base was redetermined from $525.0 million to $465.0
million.  In connection with the redetermination, we wrote off $0.2
million of deferred loan costs.





We had
$352.0 million and $467.0 million outstanding under the facility at June 30,
2009 and December 31, 2008, respectively.





NOTE
9. COMMITMENTS AND CONTINGENCIES





We are
involved in disputes or legal actions arising in the ordinary course of
business.  We do not believe the outcome of such disputes or legal
actions will have a material adverse effect on our condensed consolidated
financial statements.





NOTE
10. OWNERS’ EQUITY





Units
Outstanding





At June
30, 2009, owner’s equity consists of 17,155,471 common units and 3,100,000
subordinated units, collectively representing a 98% limited partnership interest
in us, and a 2% general partnership interest.





Issuance
of Units





On June
16, 2009, we closed a public offering of 4.0 million of our common units at an
offering price of $20.40 per common unit.  We received net proceeds of
$80.1 million, including contributions of $1.6 million by our general partner to
maintain its 2% interest in us, which was used to repay indebtedness outstanding
under our credit facility.





Cash
Distributions





The
following sets forth the distributions we paid during the six months ended June
30, 2009:





DatePaid
                        
                        PeriodCovered
                        
                        Distribution
                          perUnit
                        
                        Total
                          DistributionFebruary
      13, 2009
                        
                        October
      1, 2008 – December 31, 2008
                        
                        $
                        0.751
                        
                        $
                        13,814May
      15, 2009
                        
                        January
      1, 2009 – March 31, 2009
                        
                        
                        0.752
                        
                        
                        13,836$
                        27,650





On July
28, 2009, the board of directors of EV Management declared a $0.753 per unit
distribution for the second quarter of 2009 on all common and subordinated
units.  The distribution of $17.3 million is to be paid on August 14,
2009 to unitholders of record at the close of business on August 7,
2009.





NOTE
11. NET (LOSS) INCOME PER LIMITED PARTNER UNIT





In March
2008, the FASB issued Emerging Issues Task Force 07-4, Application of the Two–Class Method
under FASB Statement No. 128, Earnings per Share, to Master Limited
Partnerships (“EITF 07–4”), to provide guidance as to how current period
earnings should be allocated between limited partners and a general partner when
the partnership agreement contains incentive distribution rights.  We
adopted EITF 07–4 on January 1, 2009.  In addition, EITF 07–4 is to be
applied retrospectively for all financial statements
presented.  Accordingly, we have retrospectively applied EITF 07–4 to
the net loss per limited partner unit calculations for the three months and six
months ended June 30, 2008.


11


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





Under
EITF 07–4, net (loss) income for the current reporting period is to be reduced
(increased) by the amount of available cash that will be distributed to the
limited partners, the general partner and the holders of the incentive
distribution rights for that reporting period.  The undistributed
earnings, if any, are then allocated to the limited partners, the general
partner and the holders of the incentive distribution rights in accordance with
the terms of the partnership agreement.  Our partnership agreement
does not allow for the distribution of undistributed earnings to the holders of
the incentive distribution rights, as it limits distributions to the holders of
the incentive distribution rights to available cash as defined in the
partnership agreement.  Basic and diluted net (loss) income per
limited partner unit is determined by dividing net (loss) income, after
deducting the amount allocated to the general partner and the holders of the
incentive distribution rights, by the weighted average number of outstanding
limited partner units during the period.





The
following sets forth the net (loss) income allocation in accordance with EITF
07–4:





Three Months Ended June 30,
                
                
                Six Months Ended June 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Net
      (loss) income
                
                $
                (31,630
                )
                
                $
                (99,524
                )
                
                $
                6,714
                
                
                $
                (124,196
                )Less:Incentive distribution
      rights
                
                
                (1,696
                )
                
                
                (1,009
                )
                
                
                (3,049
                )
                
                
                (1,652
                )General partner’s 2% interest in
      net loss (income)
                
                
                633
                
                
                
                1,990
                
                
                
                (134
                )
                
                
                2,483Net
      (loss) income available for limited partners
                
                $
                (32,693
                )
                
                $
                (98,543
                )
                
                $
                3,531
                
                
                $
                (123,365
                )Weighted
      average limited partner units outstanding (basic and
    diluted):Common units
                
                
                13,794
                
                
                
                11,882
                
                
                
                13,456
                
                
                
                11,879Subordinated
    units
                
                
                3,100
                
                
                
                3,100
                
                
                
                3,100
                
                
                
                3,100Performance units (1)
                
                
                32
                
                
                
                –
                
                
                
                16
                
                
                
                –Total
                
                
                16,926
                
                
                
                14,982
                
                
                
                16,572
                
                
                
                14,979Net
      (loss) income per limited partner unit (basic and diluted)
                
                $
                (1.93
                )
                
                $
                (6.58
                )
                
                $
                0.21
                
                
                $
                (8.24
                )


_____________


(1)
            In
      accordance with FASB Staff Position (“FSP”) EITF 03–6–1, Determining Whether
      Instruments Granted in Share–Based Payment Transactions Are Participating
      Securities(“FSP EITF 03–6–1”), the earned but unvested performance
      units are considered to be participating securities under SFAS
      No. 128, Earnings
      per Share,and, accordingly, are now included in the basic
      computation as such.





NOTE
12. RELATED PARTY TRANSACTIONS





Pursuant
to an omnibus agreement, we paid EnerVest $1.9 million and $1.3 million in the
three months ended June 30, 2009 and 2008, respectively, and $3.8 million and
$2.5 million in the six months ended June 30, 2009 and 2008, respectively, in
monthly administrative fees for providing us general and administrative
services.  These fees are based on an allocation of charges between
EnerVest and us based on the estimated use of such services by each party, and
we believe that the allocation method employed by EnerVest is reasonable and
reflective of the estimated level of costs we would have incurred on a
standalone basis.  These fees are included in “General and
administrative expenses” in our condensed consolidated statements of
operations.





We have
entered into operating agreements with EnerVest whereby a wholly owned
subsidiary of EnerVest acts as contract operator of the oil and natural gas
wells and related gathering systems and production facilities in which we own an
interest.  We reimbursed EnerVest $2.4 million and $2.2 million in the
three months ended June 30, 2009 and 2008, respectively, and $5.0 million and
$4.4 million in the six months ended June 30, 2009 and 2008, respectively, for
direct expenses incurred in the operation of our wells and related gathering
systems and production facilities and for the allocable share of the costs of
EnerVest employees who performed services on our properties.  As the
vast majority of such expenses are charged to us on an actual basis (i.e., no
mark–up or subsidy is charged or received by EnerVest), we believe that the
aforementioned services were provided to us at fair and reasonable rates
relative to the prevailing market and are representative of what the amounts
would have been on a standalone basis.  These costs are included in
“Lease operating expenses” in our condensed consolidated statements of
operations.  Additionally, in its role as contract operator,
this EnerVest subsidiary also collects proceeds from oil and natural
gas sales and distributes them to us and other working interest owners.


12


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





In
September 2008, we issued 236,169 common units to EnerVest to acquire natural
gas properties in West Virginia.  In September 2008, we also acquired
oil and natural gas properties in the San Juan Basin from institutional
partnerships managed by EnerVest for $114.7 million in cash and 908,954 of our
common units (see Note 3).





NOTE 13. OTHER SUPPLEMENTAL
INFORMATION





Supplemental
cash flows and non–cash transactions were as follows:





Six Months Ended June 30,2009
                
                
                2008Supplemental
      cash flows information:Cash paid for
      interest
                
                $
                6,714
                
                
                $
                7,270Cash paid for income
      taxes
                
                
                114
                
                
                
                54Non–cash
      transactions:Costs
      for development of oil and natural gas properties in accounts payable and
      accrued liabilities
                
                
                687
                
                
                
                2,597





NOTE 14. NEW ACCOUNTING
STANDARDS





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No
141 (Revised 2007), Business
Combinations (“SFAS No. 141(R)”) to replace SFAS No. 141, Business
Combinations.SFAS No. 141(R) retains the acquisition method
of accounting used in business combinations but replaces SFAS 141 by
establishing principles and requirements for the recognition and measurement of
assets, liabilities and goodwill, including the requirement that most
transaction and restructuring costs related to the acquisition be expensed. In
addition, the statement requires disclosures to enable users to evaluate the
nature and financial effects of the business combination.  We adopted
SFAS No. 141(R) on January 1, 2009.  The adoption of SFAS No. 141(R)
has not yet impacted our condensed consolidated financial statements; however,
our condensed consolidated financial statements will be impacted to the extent
we acquire oil and natural gas properties in a purchase business combination in
the future.





In March 2008, the FASB
issued SFAS No. 161,Disclosures
about Derivative Instruments and Hedging Activities—an amendment of FASB
Statement No. 133.SFAS No. 161requires enhanced disclosures about an entity’s derivative and hedging
activities and how they affect an entity’s financial position, financial
performance and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008.  We adopted
the disclosure requirements of SFAS No. 161 on January 1, 2009 (see Note
5).





In June
2008, the FASB issued FSP EITF 03–6–1, Determining Whether Instruments
Granted in Share–Based Payment Transactions Are Participating Securities(“FSP EITF 03–6–1”), to clarify that instruments granted in share–based
payment transactions that entitle their holders to receive non–forfeitable
dividends prior to vesting should be considered participating securities and,
therefore, need to be included in the earnings allocation in computing earnings
per share under the two–class method.  We adopted FSP EITF 03–6–1 on
January 1, 2009 (see Note 11).





In
December 2008, the SEC published Modernization of Oil and Gas
Reporting, a revision to its oil and natural gas reporting
disclosures.  The new disclosure requirements include provisions that
permit the use of new technologies to determine proved reserves if those
technologies have been demonstrated empirically to lead to reliable conclusions
about reserves volumes. The new requirements also will allow companies to
disclose their probable and possible reserves to investors. In addition, the new
disclosure requirements require companies to: (i) report the independence and
qualifications of its reserves preparer or auditor; (ii) file reports when a
third party is relied upon to prepare reserves estimates or conducts a reserves
audit; and (iii) report oil and natural gas reserves using an average price
based upon the prior 12 month period rather than year end prices.  The
new disclosure requirements are effective for registration statements filed on
or after January 1, 2010, and for annual reports on Forms 10–K and 20–F for
fiscal years ending on or after December 31, 2009.  We will adopt the
new disclosure requirements when they become effective.


13


EV
Energy Partners, L.P.


Notes
to Unaudited Condensed Consolidated Financial Statements
(continued)





In April
2009, the FASB issued FSP FAS 107–1 and APB 28–1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP FAS 107–1 and APB –1”), to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial
statements.  FSP FAS 107–1 and APB 28–1 is effective for interim or
financial periods ending after June 15, 2009.  We adopted FSP FAS
107–1 and APB 28–1 in our interim period ending June 30, 2009 (see Notes 4 and
6).





In May
2009, the FASB issued SFAS No. 165, Subsequent Events, to
establish standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  SFAS No. 165 is effective for interim or
financial periods ending after June 15, 2009.  We adopted SFAS No. 165
in our interim period ending June 30, 2009 (see Note 15).





In June
2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets – an Amendment of FASB Statement No. 140, to improve the
relevance and comparability of the information that a reporting entity provides
in its financial statements about a transfer of financial assets; the effects of
a transfer on its financial position, financial performance, and cash flows and
a transferor’s continuing involvement, if any, in transferred financial
assets.  SFAS No. 166 is effective for financial years beginning after
November 15, 2009.  We will adopt SFAS No. 166 on January 1, 2010, and
we do not expect the adoption to have an impact on our condensed consolidated
financial statements.





In June
2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No
46(R), to amend the consolidation guidance applicable to variable
interest entities.  SFAS No. 167 iseffective for
financial years beginning after November 15, 2009.  We will adopt SFAS
No. 167 on January 1, 2010, and we do not expect the adoption to have an impact
on our condensed consolidated financial statements.





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles.  SFAS No. 168 will become the source of
authoritative U.S. generally accepted accounting principles (“GAAP”) recognized
by the FASB to be applied by nongovernmental entities.  Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  On the
effective date of SFAS No. 168, the Codification will supersede all then
existing non–SEC accounting and reporting standards.  All other non
grandfathered non–SEC accounting literature not included in the Codification
will become non authoritative.  SFAS No. 168 is effective for interim
or financial periods ending September 15, 2009.  We will adopt SFAS
No. 168 on October 1, 2009, and we do not expect the adoption to have an impact
on our condensed consolidated financial statements.





NOTE 15. SUBSEQUENT
EVENT





In July
2009, we, along with certain institutional partnerships managed by EnerVest,
acquired additional oil and natural gas properties in the Austin Chalk area in
Central and East Texas.  We acquired a 15.15% interest in these
properties for $11.9 million, less the $1.2 million deposit that we made in May
2009.  The closing of the acquisition is subject to customary
post–closing adjustments.  The acquisition was funded with cash on
hand.





In July
2009, we announced that we, along with certain institutional partnerships
managed by EnerVest, have signed an agreement to acquire additional oil and
natural gas properties in the Austin Chalk area in Central and East
Texas.  We will acquire a 15.15% interest in these properties for $5.3
million.  The acquisition is expected to close by September 1, 2009,
and is subject to customary closing conditions and purchase price
adjustments.





We
evaluated subsequent events through August 10, 2009, the date our condensed
consolidated financial statements were issued.


14


ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Management’s
Discussion and Analysis of Financial Condition and Results of Operations should
be read in conjunction with our condensed consolidated financial statements and
the related notes thereto, as well as our Annual Report on Form 10–K for the
year ended December 31, 2008.





OVERVIEW





We are a
Delaware limited partnership formed in April 2006 by EnerVest to acquire,
produce and develop oil and natural gas properties.  Our general
partner is EV Energy GP, a Delaware limited partnership, and the general partner
of our general partner is EV Management, a Delaware limited liability
company.





Our
properties are located in the Appalachian Basin (primarily in Ohio and West
Virginia), Michigan, the Monroe Field in Northern Louisiana, Central and East
Texas (which includes the Austin Chalk area), the Permian Basin, the San Juan
Basin and the Mid–Continent areas in Oklahoma, Texas, Kansas and Louisiana.





CURRENT
DEVELOPMENTS





In June
2009, we closed a public offering of 4.0 million of our common units at an
offering price of $20.40 per common unit.  We received net proceeds of
$80.1 million, including contributions of $1.6 million by our general partner to
maintain its 2% interest in us, which was used to repay indebtedness outstanding
under our credit facility.





As of
June 30, 2009, we have repaid indebtedness outstanding under our credit facility
by $115.0 million, reducing the amount outstanding from $467.0 million to $352.0
million.





In July
2009, we, along with certain institutional partnerships managed by EnerVest,
acquired additional oil and natural gas properties in the Austin Chalk area in
Central and East Texas.  We acquired a 15.15% interest in these
properties for $11.9 million, less the $1.2 million deposit we made in May
2009.  This acquisition was funded with cash on hand.





In July
2009, we announced that we, along with certain institutional partnerships
managed by EnerVest, have signed an agreement to acquire additional oil and
natural gas properties in the Austin Chalk area in Central and East
Texas.  We will acquire a 15.15% interest in these properties for $5.3
million.  The acquisition is expected to close by September 1, 2009,
and is subject to customary closing conditions and purchase price
adjustments.





On July
28, 2009, the board of directors of EV Management declared a $0.753 per unit
distribution for the second quarter of 2009 on all common and subordinated
units.  The distribution of $17.3 million is to be paid on August 14,
2009 to unitholders of record at the close of business on August 7,
2009.





BUSINESS
ENVIRONMENT





Our
primary business objective is to provide stability and growth in cash
distributions per unit over time.  The amount of cash we can
distribute on our units principally depends upon the amount of cash generated
from our operations, which will fluctuate from quarter to quarter based on,
among other things:





·
            the
      prices at which we will sell our oil, natural gas liquids and natural gas
      production;





·
            our
      ability to hedge commodity prices;





·
            the
      amount of oil, natural gas liquids and natural gas we produce;
      and





·
            the
      level of our operating and administrative
costs.





The U.S.
and other world economies are currently in a recession which has lasted well
into 2009 and could continue for a significant period of time.  The
primary effect of the recession on our business is reduced demand for oil and
natural gas, which has contributed to the decline in oil and natural gas prices
we receive for our production.  In response to the lower oil and
natural gas prices, we, along with many other oil and natural gas companies,
have considerably scaled back our drilling programs.


15


Oil and
natural gas prices have been, and are expected to be,
volatile.  Factors affecting the price of oil include the current
worldwide recession, geopolitical activities, worldwide supply disruptions,
weather conditions, actions taken by the Organization of Petroleum Exporting
Countries and the value of the U.S. dollar in international currency
markets.  Factors affecting the price of natural gas include North
American weather conditions, industrial and consumer demand for natural gas,
storage levels of natural gas and the availability and accessibility of natural
gas deposits in North America.





In order
to mitigate the impact of changes in oil and natural gas prices on our cash
flows, we are a party to derivative agreements, and we intend to enter into
derivative agreements in the future to reduce the impact of oil and natural gas
price volatility on our cash flows.  By removing a significant portion
of this price volatility on our future oil and natural gas production through
2013, we have mitigated, but not eliminated, the potential effects of changing
oil and natural gas prices on our cash flows from operations for those
periods.  If the global recession continues, commodity prices may be
depressed for an extended period of time, which could alter our acquisition and
development plans, and adversely affect our growth strategy and ability to
access additional capital in the capital markets.





The
primary factors affecting our production levels are capital availability, our
ability to make accretive acquisitions, the success of our drilling program and
our inventory of drilling prospects.  In addition, we face the
challenge of natural production declines.  As initial reservoir
pressures are depleted, production from a given well decreases.  We
attempt to overcome this natural decline through a combination of drilling and
acquisitions.  Our future growth will depend on our ability to
continue to add reserves in excess of production.  We will maintain
our focus on the costs to add reserves through drilling and acquisitions as well
as the costs necessary to produce such reserves.  Our ability to add
reserves through drilling is dependent on our capital resources and can be
limited by many factors, including our ability to timely obtain drilling permits
and regulatory approvals.  Any delays in drilling, completion or
connection to gathering lines of our new wells will negatively impact our
production, which may have an adverse effect on our revenues and, as a result,
cash available for distribution.





We focus
our efforts on increasing oil and natural gas reserves and production while
controlling costs at a level that is appropriate for long–term
operations.  Our future cash flows from operations are dependent upon
our ability to manage our overall cost structure.





In the
third quarter of 2008, third party natural gas liquids fractionation facilities
in Mt. Belvieu, TX sustained damage from Hurricane Ike, which caused a reduction
in the volume of natural gas liquids that were fractionated and sold during the
third and fourth quarters of 2008.  In addition, these facilities
underwent a mandatory five year turnaround during the fourth quarter of
2008.  As of June 30, 2009, we have fractionated and sold all of these
natural gas liquids.





Acquisitions
in 2008





In 2008,
we completed the following acquisitions:





·
            in
      May, we acquired oil properties in South Central Texas for $17.5
      million;





·
            in
      August, we acquired oil and natural gas properties in Michigan, Central
      and East Texas, the Mid-Continent area (Oklahoma, Texas Panhandle and
      Kansas) and Eastland County, Texas for $58.8
  million;





·
            in
      September, we issued 236,169 common units to EnerVest to acquire natural
      gas properties in West Virginia;
and





·
            in
      September, we acquired oil and natural gas properties in the San Juan
      Basin from institutional partnerships managed by EnerVest for $114.7
      million in cash and 908,954 of our common
units.


16


RESULTS
OF OPERATIONS





Three Months Ended June 30,
                
                
                Six Months Ended June 30,2009
                
                
                2008
                
                
                2009
                
                
                2008Production
      data:Oil (MBbls)
                
                
                127
                
                
                
                97
                
                
                
                254
                
                
                
                190Natural gas liquids
      (MBbls)
                
                
                186
                
                
                
                135
                
                
                
                400
                
                
                
                259Natural gas
    (MMcf)
                
                
                4,017
                
                
                
                3,403
                
                
                
                7,980
                
                
                
                7,020Net production
      (MMcfe)
                
                
                5,893
                
                
                
                4,797
                
                
                
                11,903
                
                
                
                9,712Average
      sales price per unit:Oil (Bbl)
                
                $
                54.16
                
                
                $
                121.72
                
                
                $
                44.15
                
                
                $
                108.97Natural gas liquids
      (Bbl)
                
                
                27.95
                
                
                
                67.57
                
                
                
                25.81
                
                
                
                64.26Natural gas
(Mcf)
                
                
                3.26
                
                
                
                10.63
                
                
                
                3.71
                
                
                
                9.16Mcfe
                
                
                4.27
                
                
                
                11.91
                
                
                
                4.30
                
                
                
                10.47Average
      unit cost per Mcfe:Production
costs:Lease operating
      expenses
                
                $
                1.61
                
                
                $
                1.99
                
                
                $
                1.74
                
                
                $
                1.93Production
taxes
                
                
                0.21
                
                
                
                0.54
                
                
                
                0.22
                
                
                
                0.48Total
                
                
                1.82
                
                
                
                2.53
                
                
                
                1.96
                
                
                
                2.41Depreciation, depletion and
      amortization
                
                
                2.16
                
                
                
                1.63
                
                
                
                2.22
                
                
                
                1.68General and administrative
      expenses
                
                
                0.69
                
                
                
                0.74
                
                
                
                0.70
                
                
                
                0.72





Three
Months Ended June 30, 2009 Compared with the Three Months Ended June 30,
2008





Oil,
natural gas and natural gas liquids revenues for the three months ended June 30,
2009 totaled $25.2 million, a decrease of $31.9 million compared with the three
months ended June 30, 2008.  This decrease was primarily the result of
a decrease of $36.4 million related to lower prices for oil, natural gas liquids
and natural gas offset by an increase of $4.2 million related to the oil and
natural gas properties that we acquired in 2008 and an increase of $0.3 million
related to increased production from the oil and natural gas properties that we
acquired prior to 2008.





Transportation
and marketing–related revenues for the three months ended June 30, 2009
decreased $1.5 million compared with the three months ended June 30, 2008
primarily due to a decrease of $2.0 million related to lower prices for the
natural gas that we transport through our gathering systems in the Monroe Field
offset by an increase of $0.5 million related to the recognition of deferred
revenues from the production curtailments in the Monroe Field in
2008.





Lease
operating expenses for the three months ended June 30, 2009 were flat
compared with the three months ended June 30, 2008 primarily as the result of
$1.6 million of lease operating expenses associated with the oil and natural gas
properties that we acquired in 2008 offset by a decrease of $1.6 million related
to the oil and natural gas properties that we acquired prior to
2008.  Lease operating expenses per Mcfe were $1.61 in the three
months ended June 30, 2009 compared with $1.99 in the three months ended June
30, 2008.  This decrease reflects the downward trend in operating
costs throughout the oil and natural gas industry.





The cost
of purchased natural gas for the three months ended June 30, 2009 decreased
$1.8 million compared with the three months ended June 30, 2008 primarily
due to lower prices for natural gas that we purchased and transported through
our gathering systems in the Monroe Field.





Production
taxes for the three months ended June 30, 2009 decreased $1.4 million compared
with the three months ended June 30, 2008 primarily as the result of a decrease
of $1.8 million in production taxes associated with our decreased oil, natural
gas and natural gas liquids revenues offset by an increase of $0.4 million
($0.36 per Mcfe) in production taxes associated with the oil and natural gas
properties that we acquired in 2008.  Production taxes for the three
months ended June 30, 2009 were $0.21 per Mcfe compared with $0.54 per Mcfe for
the three months ended June 30, 2008.





Depreciation,
depletion and amortization for the three months ended June 30, 2009 increased
$4.9 million compared with the three months ended June 30, 2008 primarily due to
$2.3 million related to the oil and natural gas properties that we acquired in
2008 and $2.6 million related to the oil and natural gas properties that we
acquired prior to 2008.  The increase in depreciation, depletion and
amortization for the oil and natural gas properties that we acquired prior to
2008 is related to lower reserves at December 31, 2008 compared with December
31, 2007 due to falling prices.  Depreciation, depletion and
amortization for the three months ended June 30, 2009 was $2.16 per Mcfe
compared with $1.63 per Mcfe for the three months ended June 30,
2008.


17


General
and administrative expenses for the three months ended June 30, 2009 totaled
$4.1 million, an increase of $0.5 million compared with the three months ended
June 30, 2008.  This increase is primarily the result of an increase
of $0.6 million of fees paid to EnerVest under the omnibus agreement due to our
acquisitions of oil and natural gas properties in 2008.  General and
administrative expenses were $0.69 per Mcfe in the three months ended June 30,
2009 compared with $0.74 per Mcfe in the three months ended June 30,
2008.





Realized
gains (losses) on mark–to–market derivatives, net represent the monthly cash
settlements with our counterparties related to derivatives that matured during
the period.  During the three months ended June 30, 2009, we received
cash payments of $19.0 million from our counterparties as the contract prices
for our derivatives exceeded the underlying market price for that
period.  During the three months ended June 30, 2008, we made cash
payments of $12.2 million to our counterparties as the contract prices for our
derivatives were lower than the underlying market price for that
period.





Unrealized
losses on mark–to–market derivatives, net represent the change in the fair value
of our open derivatives during the period.  In the three months ended
June 30, 2009, the fair value of our open derivatives decreased from a net asset
of $171.4 million at March 31, 2009 to a net asset of $126.9 million at
June 30, 2009.  In the three months ended June 30, 2008, the fair
value of our open derivatives increased from a net liability of $58.9 million at
March 31, 2008 to a net liability of $177.6 million at June 30,
2008.





Interest
expense for the three months ended June 30, 2009 increased $0.9 million compared
with the three months ended June 30, 2008 primarily due to $1.4 million of
additional interest expense from the increase in borrowings outstanding under
our credit facility offset by $0.5 million due to lower weighted average
effective interest rates in the three months ended June 30, 2009 compared with
the three months ended June 30, 2008.





Six
Months Ended June 30, 2009 Compared with the Six Months Ended June 30,
2008





Oil,
natural gas and natural gas liquids revenues for the six months ended June 30,
2009 totaled $51.2 million, a decrease of $50.5 million compared with the six
months ended June 30, 2008.  This decrease was primarily the result of
decreases of $59.0 million related to lower prices for oil, natural gas liquids
and natural gas and $0.1 million related to decreased production at oil and
natural gas properties that we acquired prior to 2008 offset by an increase of
$8.6 million related to the oil and natural gas properties that we acquired in
2008.





Transportation
and marketing–related revenues for the six months ended June 30, 2009 decreased
$1.4 million compared with the six months ended June 30, 2008 primarily due to a
decrease of $3.2 million related to lower prices for the natural gas that we
transport through our gathering systems in the Monroe Field offset by an
increase of $1.8 million related to the recognition of deferred revenues from
the production curtailments in the Monroe Field in 2008.





Lease
operating expenses for the six months ended June 30, 2009 increased $1.9
million compared with the six months ended June 30, 2008 primarily as the result
of $4.8 million of lease operating expenses associated with the oil and natural
gas properties that we acquired in 2008 offset by a decrease of $2.7 million
related to the oil and natural gas properties that we acquired prior to
2008.  Lease operating expenses per Mcfe were $1.74 in the six months
ended June 30, 2009 compared with $1.93 in the six months ended June 30,
2008.  This decrease reflects the downward trend in operating costs
throughout the oil and natural gas industry.





The cost
of purchased natural gas for the six months ended June 30, 2009 decreased
$3.0 million compared with the six months ended June 30, 2008 primarily due
to lower prices for natural gas that we purchased and transported through our
gathering systems in the Monroe Field.





Production
taxes for the six months ended June 30, 2009 decreased $2.0 million compared
with the six months ended June 30, 2008 primarily as the result of a decrease of
$2.9 million in production taxes associated with our decreased oil, natural gas
and natural gas liquids revenues offset by an increase of $0.9 million ($0.38
per Mcfe) in production taxes associated with the oil and natural gas properties
that we acquired in 2008.  Production taxes for the six months ended
June 30, 2009 were $0.22 per Mcfe compared with $0.48 per Mcfe for the six
months ended June 30, 2008.


18


Depreciation,
depletion and amortization for the six months ended June 30, 2009 increased
$10.0 million compared with the six months ended June 30, 2008 primarily due to
$4.9 million related to the oil and natural gas properties that we acquired in
2008 and $5.1 million related to the oil and natural gas properties that we
acquired prior to 2008.  The increase in depreciation, depletion and
amortization for the oil and natural gas properties that we acquired prior to
2008 is related to lower reserves at December 31, 2008 compared with December
31, 2007 due to falling prices.  Depreciation, depletion and
amortization for the six months ended June 30, 2009 was $2.22 per Mcfe
compared with $1.68 per Mcfe for the six months ended June 30,
2008.





General
and administrative expenses for the six months ended June 30, 2009 totaled $8.4
million, an increase of $1.3 million compared with the six months ended June 30,
2008.  This increase is primarily the result of an increase of $1.3
million of fees paid to EnerVest under the omnibus agreement due to our
acquisitions of oil and natural gas properties in 2008.  General and
administrative expenses were $0.70 per Mcfe in the six months ended June 30,
2009 compared with $0.72 per Mcfe in the six months ended June 30,
2008.





Realized
gains (losses) represent the monthly cash settlements with our counterparties
related to derivatives that matured during the period.  During the six
months ended June 30, 2009, we received cash payments of $36.8 million from our
counterparties as the contract prices for our derivatives exceeded the
underlying market price for that period.  During the six months ended
June 30, 2008, we made cash payments of $14.4 million to our counterparties as
the contract prices for our derivatives were lower than the underlying market
price for that period.





Unrealized
losses on mark–to–market derivatives, net represent the change in the fair value
of our open derivatives during the period.  In the six months ended
June 30, 2009, the fair value of our open derivatives decreased from a net asset
of $144.7 million at December 31, 2008 to a net asset of $126.9 million at
June 30, 2009.  In the six months ended June 30, 2008, the fair value
of our open derivatives increased from a net liability of $18.5 million at
December 31, 2007 to a net liability of $177.6 million at June 30,
2008.





Interest
expense for the six months ended June 30, 2009 was flat compared with the six
months ended June 30, 2008 primarily due to $2.6 million of additional interest
expense from the increase in borrowings outstanding under our credit facility
offset by $2.6 million due to lower weighted average effective interest rates in
the six months ended June 30, 2009 compared with the six months ended June 30,
2008.





LIQUIDITY AND CAPITAL
RESOURCES





The U.S.
debt and equity markets are experiencing significant volatility, and many
financial institutions have liquidity concerns, prompting government
intervention to mitigate pressure on the capital markets.





Our
primary exposure to the current crisis in the debt and equity markets includes
the following,





·
            our
      revolving credit facility;





·
            our
      cash investments;





·
            counterparty
      nonperformance risks; and





·
            our
      ability to finance the replacement of our reserves and our growth by
      accessing the capital markets.





Historically,
our primary sources of liquidity and capital have been issuances of equity
securities, borrowings under our credit facility and cash flows from operations,
and our primary uses of cash have been acquisitions of oil and natural gas
properties and related assets, development of our oil and natural gas
properties, distributions to our partners and working capital
needs.  For 2009, we believe that cash on hand, net cash flows
generated from operations and proceeds from our public offering will be adequate
to fund our capital budget and satisfy our short–term liquidity
needs.  We may also utilize various financing sources available to us,
including the issuance of equity or debt securities through public offerings or
private placements, to fund our acquisitions and long–term liquidity
needs.  Our ability to complete future offerings of equity or debt
securities and the timing of these offerings will depend upon various factors
including prevailing market conditions and our financial
condition.


19


In the
past we accessed the equity markets to finance our significant
acquisitions.  The financial markets are undergoing unprecedented
disruptions, and many financial institutions have liquidity concerns prompting
intervention from governments.  Such disruptions in the financial
markets may limit our ability to access the public equity or debt
markets.





Available
Credit Facility





We have a
$700.0 million facility that expires in October 2012.  Borrowings
under the facility are secured by a first priority lien on substantially all of
our assets and the assets of our subsidiaries.  We may use borrowings
under the facility for acquiring and developing oil and natural gas properties,
for working capital purposes, for general corporate purposes and for funding
distributions to partners.  We also may use up to $50.0 million of
available borrowing capacity for letters of credit.  The facility
contains certain covenants which, among other things, require the maintenance of
a current ratio (as defined in the facility) of greater than 1.0 and a ratio of
total debt to earnings plus interest expense, taxes, depreciation, depletion and
amortization expense and exploration expense of no greater than 4.0 to
1.0.  As of June 30, 2009, we were in compliance with all of the
facility’s financial covenants.





Borrowings
under the facility may not exceed a “borrowing base” determined by the lenders
based on our oil and natural gas reserves.  The borrowing base is
subject to scheduled redeterminations as of April 1 and October 1 of each year
with an additional redetermination once per calendar year at our request or at
the request of the lenders and with one calculation that may be made at our
request during each calendar year in connection with material acquisitions or
divestitures of properties.  The borrowing base is determined by each
lender based on the value of our proved oil and natural gas reserves using
assumptions regarding future prices, costs and other matters that may vary by
lender.  In April 2009, our borrowing base was redetermined from
$525.0 million to $465.0 million.  In connection with the
redetermination, we wrote off $0.2 million of deferred loan
costs.





Borrowings
under the facility will bear interest at a floating rate based on, at our
election, a base rate or the London Inter–Bank Offered Rate plus applicable
premiums based on the percent of the borrowing base that we have
outstanding.





At June
30, 2009, we had $352.0 million outstanding under the facility.





If the
disruption in the financial markets continues for an extended period of time,
replacement of our facility, which expires in October 2012, may be more
expensive.  In addition, since our borrowing base is subject to
periodic review by our lenders, difficulties in the credit markets or declining
oil and natural gas prices may cause the banks to be more restrictive when
redetermining our borrowing base.





Cash
and Short–term Investments





Current
conditions in the financial markets also elevate the concern over our cash and
short–term investments.  At June 30, 2009, we had $24.0 million of
cash and short–term investments.  With regard to our short–term
investments, we had $21.5 million invested in money market accounts with a major
financial institution.




Counterparty
Exposure





At June
30, 2009, our open commodity derivative contracts were in a net receivable
position with a fair value of $126.9 million.  All of our commodity
derivative contracts are with major financial institutions who are also lenders
under our credit facility.  Should one of these financial
counterparties not perform, we may not realize the benefit of some of our
derivative instruments under lower commodity prices and we could incur a
loss.  As of June 30, 2009, all of our counterparties have performed
pursuant to their commodity derivative contracts.





Cash
Flows





Cash
flows provided (used) by type of activity were as follows:





Six Months Ended June 30,2008
                  
                  
                  2008Operating
      activities
                  
                  $
                  55,192
                  
                  
                  $
                  38,369Investing
      activities
                  
                  
                  (10,201
                  )
                  
                  
                  (31,088
                  )Financing
      activities
                  
                  
                  (62,579
                  )
                  
                  
                  (2,994
                  )


20


Operating
Activities





Cash
flows from operating activities provided $55.2 million and $38.4 million in the
six months ended June 30, 2009 and 2008, respectively.  The increase
was primarily due to a decrease in working capital at June 30, 2009 compared
with June 30, 2008.  The underlying drivers of the change in working
capital are as follows:





·
            A
      decrease in accounts receivable provided $7.1 million in cash in the six
      months ended June 30, 2009 compared with using $19.1 million in cash in
      the six months ended June 30, 2008.  This was due to prices for
      oil and natural gas decreasing in the six months ended June 30, 2009
      compared with increasing in the six months ended June 30,
      2008.





·
            A
      decrease in accounts payable and accrued liabilities used $1.8 million in
      cash in the six months ended June 30, 2009 compared with providing $3.2
      million in cash in the six months ended June 30, 2008.  This was
      due to the downward trend in operating costs in the oil and natural gas
      industry in the six months ended June 30, 2009 compared with the upward
      trend in operating costs in the oil and natural gas industry in the six
      months ended June 30, 2008.





·
            A
      decrease in deferred revenues used $4.1 million in cash in the six months
      ended June 30, 2009 compared with providing $1.4 million in cash in the
      six months ended June 30, 2008.  This was due to the recognition
      of the remainder of the deferred revenues from the production curtailments
      in the Monroe Field in the six months ended June 30, 2009 compared with
      deferral of the revenues from the production curtailments in the Monroe
      Field in the six months ended June 30,
2008.





Investing
Activities





Our
principal recurring investing activity is the acquisition and development of oil
and natural gas properties.  During the six months ended June 30,
2009, we spent $9.0 million for the development of our oil and natural gas
properties and $1.2 million for a deposit on our acquisition of oil and natural
gas properties in July 2009.  During the six months ended June 30,
2008, we spent $17.5 million on the May 2008 acquisition of oil properties in
South Central Texas and $13.6 million for the development of our oil and natural
gas properties.





Financing
Activities





During
the six months ended June 30, 2009, we received net proceeds of $78.4 million
from our public equity offering in June 2009 and $1.6 million from our general
partner to maintain its 2% interest in us.  We repaid $115.0 million
of borrowings outstanding under our credit facility, and we paid $27.7 million
of distributions to our general partner and holders of our common and
subordinated units.





During
the six months ended June 30, 2008, we borrowed $17.0 million to finance the May
2008 acquisition of oil properties in South Central Texas, and we paid
distributions of $19.9 million to our general partner and holders of our common
and subordinated units.





NEW ACCOUNTING
STANDARDS





In
December 2007, the FASB issued SFAS No 141 (Revised 2007), Business Combinations (“SFAS
No. 141(R)”) to replace SFAS No. 141, Business
Combinations.SFAS No. 141(R) retains the acquisition method
of accounting used in business combinations but replaces SFAS 141 by
establishing principles and requirements for the recognition and measurement of
assets, liabilities and goodwill, including the requirement that most
transaction and restructuring costs related to the acquisition be expensed. In
addition, the statement requires disclosures to enable users to evaluate the
nature and financial effects of the business combination.  We adopted
SFAS No. 141(R) on January 1, 2009.  The adoption of SFAS No. 141(R)
has not yet impacted our condensed consolidated financial statements; however,
our condensed consolidated financial statements will be impacted to the extent
we acquire oil and natural gas properties in a purchase business combination in
the future.





In March 2008, the FASB
issued SFAS No. 161,Disclosures
about Derivative Instruments and Hedging Activities—an amendment of FASB
Statement No. 133.SFAS No. 161requires enhanced disclosures about an entity’s derivative and hedging
activities and how they affect an entity’s financial position, financial
performance and cash flows. SFAS No. 161 is effective for fiscal years and
interim periods beginning after November 15, 2008.  We adopted
the disclosure requirements of SFAS No. 161 on January 1, 2009 (see Note
5).


21


In June
2008, the FASB issued FASB Staff Position (“FSP”) EITF 03–6–1, Determining Whether Instruments
Granted in Share–Based Payment Transactions Are Participating Securities(“FSP EITF 03–6–1”), to clarify that instruments granted in share–based
payment transactions that entitle their holders to receive non–forfeitable
dividends prior to vesting should be considered participating securities and,
therefore, need to be included in the earnings allocation in computing earnings
per share under the two–class method.  We adopted FSP EITF 03–6–1 on
January 1, 2009 (see Note 11).





In
December 2008, the SEC published Modernization of Oil and Gas
Reporting, a revision to its oil and natural gas reporting
disclosures.  The new disclosure requirements include provisions that
permit the use of new technologies to determine proved reserves if those
technologies have been demonstrated empirically to lead to reliable conclusions
about reserves volumes. The new requirements also will allow companies to
disclose their probable and possible reserves to investors. In addition, the new
disclosure requirements require companies to: (i) report the independence and
qualifications of its reserves preparer or auditor; (ii) file reports when a
third party is relied upon to prepare reserves estimates or conducts a reserves
audit; and (iii) report oil and natural gas reserves using an average price
based upon the prior 12 month period rather than year end prices.  The
new disclosure requirements are effective for registration statements filed on
or after January 1, 2010, and for annual reports on Forms 10–K and 20–F for
fiscal years ending on or after December 31, 2009.  We will adopt the
new disclosure requirements when they become effective.





In April
2009, the FASB issued FSP FAS 107–1 and APB 28–1, Interim Disclosures about Fair Value
of Financial Instruments (“FSP FAS 107–1 and APB –1”), to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial
statements.  FSP FAS 107–1 and APB 28–1 is effective for interim or
financial periods ending after June 15, 2009.  We adopted FSP FAS
107–1 and APB 28–1 in our interim period ending June 30, 2009 (see Notes 4 and
6).





In May
2009, the FASB issued SFAS No. 165, Subsequent Events, to
establish standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  SFAS No. 165 is effective for interim or
financial periods ending after June 15, 2009.  We adopted SFAS No. 165
in our interim period ending June 30, 2009 (see Note 15).





In June
2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets – an Amendment of FASB Statement No. 140, to improve the
relevance and comparability of the information that a reporting entity provides
in its financial statements about a transfer of financial assets; the effects of
a transfer on its financial position, financial performance, and cash flows and
a transferor’s continuing involvement, if any, in transferred financial
assets.  SFAS No. 166 is effective for financial years beginning after
November 15, 2009.  We will adopt SFAS No. 166 on January 1, 2010, and
we do not expect the adoption to have an impact on our condensed consolidated
financial statements.





In June
2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No
46(R), to amend the consolidation guidance applicable to variable
interest entities.  SFAS No. 167 iseffective for
financial years beginning after November 15, 2009.  We will adopt SFAS
No. 167 on January 1, 2010, and we do not expect the adoption to have an impact
on our condensed consolidated financial statements.





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles.  SFAS No. 168 will become the source of
authoritative U.S. generally accepted accounting principles (“GAAP”) recognized
by the FASB to be applied by nongovernmental entities.  Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants.  On the
effective date of SFAS No. 168, the Codification will supersede all then
existing non–SEC accounting and reporting standards.  All other non
grandfathered non–SEC accounting literature not included in the Codification
will become non authoritative.  SFAS No. 168 is effective for interim
or financial periods ending September 15, 2009.  We will adopt SFAS
No. 168 on October 1, 2009, and we do not expect the adoption to have an impact
on our condensed consolidated financial statements.





FORWARD–LOOKING
STATEMENTS





This Form
10–Q contains forward–looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, (each a “forward–looking
statement”).  The words “anticipate,” “believe,” “ensure,” “expect,”
“if,” “intend,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,”
“will,” “could,” “should,” “would,” “may,” “likely” and similar expressions, and
the negative thereof, are intended to identify forward–looking
statements.  These statements discuss future expectations, contain
projections of results of operations or of financial condition or state other
“forward–looking” information.


22


All of
our forward–looking information is subject to risks and uncertainties that could
cause actual results to differ materially from the results
expected.  Although it is not possible to identify all factors, these
risks and uncertainties include the risk factors and the timing of any of those
risk factors identified in the “Risk Factors” section included in our Annual
Report on Form 10–K for the year ended December 31, 2008.  This
document is available through our web site or through the SEC’s Electronic Data
Gathering and Analysis Retrieval System at http://www.sec.gov.


23


ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Our
business activities expose us to risks associated with changes in the market
price of oil and natural gas and as such, future earnings are subject to change
due to changes in these market prices.  We use derivative instruments
to reduce our risk of changes in the prices of oil and natural gas.





We have
entered into oil and natural gas commodity contracts to hedge significant
amounts of our anticipated oil and natural gas production through
2013.  The amounts hedged through 2013 represent, on an Mcfe basis,
approximately 63% of the production attributable to our estimated net proved
reserves through 2013, as estimated in our reserve report prepared by third
party engineers using prices, costs and other assumptions required by SEC
rules.  Our actual production will vary from the amounts estimated in
our reserve reports, perhaps materially.





As of
June 30, 2009, we had entered into oil and natural gas commodity contracts with
the following terms:





Period Covered
                                
                                Index
                                
                                Hedged
                                  Volume
                                  perDay
                                
                                
                                Weighted
                                  Average
                                  Fixed
                                  Price
                                
                                
                                Weighted
                                  Average
                                  Floor
                                  Price
                                
                                
                                Weighted
                                  Average
                                  Ceiling
                                  PriceOil
      (Bbls):Swaps –
      2009
                                
                                WTI
                                
                                
                                1,772
                                
                                
                                $
                                93.21
                                
                                
                                $
                                
                                
                                $Collar –
      2009
                                
                                WTI
                                
                                
                                125
                                
                                
                                
                                
                                
                                
                                
                                62.00
                                
                                
                                
                                73.90Swaps –
      2010
                                
                                WTI
                                
                                
                                1,725
                                
                                
                                
                                90.84Swaps –
      2011
                                
                                WTI
                                
                                
                                480
                                
                                
                                
                                109.38Collar –
      2011
                                
                                WTI
                                
                                
                                1,100
                                
                                
                                
                                
                                
                                
                                
                                110.00
                                
                                
                                
                                166.45Swaps –
      2012
                                
                                WTI
                                
                                
                                460
                                
                                
                                
                                108.76Collar –
      2012
                                
                                WTI
                                
                                
                                1,000
                                
                                
                                
                                
                                
                                
                                
                                110.00
                                
                                
                                
                                170.85Swap –
      2013
                                
                                WTI
                                
                                
                                500
                                
                                
                                
                                72.50Natural
      Gas (MMBtus):Swaps –
      2009
                                
                                Dominion
      Appalachia
                                
                                
                                6,400
                                
                                
                                
                                9.03Swaps –
      2010
                                
                                Dominion
      Appalachia
                                
                                
                                5,600
                                
                                
                                
                                8.65Swap –
      2011
                                
                                Dominion
      Appalachia
                                
                                
                                2,500
                                
                                
                                
                                8.69Collar –
      2011
                                
                                Dominion
      Appalachia
                                
                                
                                3,000
                                
                                
                                
                                
                                
                                
                                
                                9.00
                                
                                
                                
                                12.15Collar –
      2012
                                
                                Dominion
      Appalachia
                                
                                
                                5,000
                                
                                
                                
                                
                                
                                
                                
                                8.95
                                
                                
                                
                                11.45Swaps –
      2009
                                
                                NYMEX
                                
                                
                                9,000
                                
                                
                                
                                8.05Collars –
      2009
                                
                                NYMEX
                                
                                
                                7,000
                                
                                
                                
                                
                                
                                
                                
                                7.79
                                
                                
                                
                                9.50Put –
      2009
                                
                                NYMEX
                                
                                
                                5,000
                                
                                
                                
                                
                                
                                
                                
                                4.00Swaps –
      2010
                                
                                NYMEX
                                
                                
                                15,300
                                
                                
                                
                                8.10Collar –
      2010
                                
                                NYMEX
                                
                                
                                1,500
                                
                                
                                
                                
                                
                                
                                
                                7.50
                                
                                
                                
                                10.00Swaps –
      2011
                                
                                NYMEX
                                
                                
                                14,300
                                
                                
                                
                                8.31Swaps –
      2012
                                
                                NYMEX
                                
                                
                                14,300
                                
                                
                                
                                8.73Swap –
      2013
                                
                                NYMEX
                                
                                
                                4,000
                                
                                
                                
                                7.50Swaps –
      2009
                                
                                MICHCON_NB
                                
                                
                                5,000
                                
                                
                                
                                8.27Swap –
      2010
                                
                                MICHCON_NB
                                
                                
                                5,000
                                
                                
                                
                                8.34Collar –
      2011
                                
                                MICHCON_NB
                                
                                
                                4,500
                                
                                
                                
                                
                                
                                
                                
                                8.70
                                
                                
                                
                                11.85Collar –
      2012
                                
                                MICHCON_NB
                                
                                
                                4,500
                                
                                
                                
                                
                                
                                
                                
                                8.75
                                
                                
                                
                                11.05Swaps –
      2009
                                
                                HOUSTON
      SC
                                
                                
                                5,478
                                
                                
                                
                                8.25Collar –
      2010
                                
                                HOUSTON
      SC
                                
                                
                                3,500
                                
                                
                                
                                
                                
                                
                                
                                7.25
                                
                                
                                
                                9.55Collar -
      2011
                                
                                HOUSTON
      SC
                                
                                
                                3,500
                                
                                
                                
                                
                                
                                
                                
                                8.25
                                
                                
                                
                                11.65Collar –
      2012
                                
                                HOUSTON
      SC
                                
                                
                                3,000
                                
                                
                                
                                
                                
                                
                                
                                8.25
                                
                                
                                
                                11.10Swaps –
      2009
                                
                                EL
      PASO PERMIAN
                                
                                
                                3,500
                                
                                
                                
                                7.80Swap –
      2010
                                
                                EL
      PASO PERMIAN
                                
                                
                                2,500
                                
                                
                                
                                7.68Swap –
      2011
                                
                                EL
      PASO PERMIAN
                                
                                
                                2,500
                                
                                
                                
                                9.30Swap –
      2012
                                
                                EL
      PASO PERMIAN
                                
                                
                                2,000
                                
                                
                                
                                9.21Swap –
      2013
                                
                                EL
      PASO PERMIAN
                                
                                
                                3,000
                                
                                
                                
                                6.77Swap –
      2013
                                
                                SAN
      JUAN BASIN
                                
                                
                                3,000
                                
                                
                                
                                6.66





The fair
value of our oil and natural gas commodity contracts at June 30, 2009 was a net
asset of $138.5 million.  A 10% change in oil and natural gas prices
with all other factors held constant would result in a change in the fair value
(generally correlated to our estimated future net cash flows on such
instruments) of our oil and natural gas commodity contracts of approximately $25
million.


24


As of
June 30, 2009, we had also entered into interest rate swaps with the following
terms:





Period Covered
                
                Notional
                  Amount
                
                Floating
                  Rate
                
                Fixed
                  RateJuly
      2009 – September 2012
                
                $
                40,000
                
                1
      Month LIBOR
                
                
                2.145
                %July
      2009 – July 2012
                
                
                35,000
                
                1
      Month LIBOR
                
                
                4.043
                %July
      2009 – July 2012
                
                
                40,000
                
                1
      Month LIBOR
                
                
                4.050
                %July
      2009 – July 2012
                
                
                70,000
                
                1
      Month LIBOR
                
                
                4.220
                %July
      2009 – July 2012
                
                
                20,000
                
                1
      Month LIBOR
                
                
                4.248
                %July
      2009 – July 2012
                
                
                35,000
                
                1
      Month LIBOR
                
                
                4.250
                %





The fair
value of our interest rate swaps at June 30, 2009 was a net liability of $11.6
million.





If
interest rates on our facility increased by 1%, interest expense for the six
months ended June 30, 2009 would have increased by approximately $2
million.





We do not
designate these or future derivative agreements as hedges for accounting
purposes pursuant to SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended.  Accordingly,
the changes in the fair value of these agreements are recognized currently in
earnings.





ITEM 4. CONTROLS AND
PROCEDURES





Evaluation of Disclosure Controls and
Procedures





In
accordance with Exchange Act Rule 13a–15 and 15d–15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report.  Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of June 30, 2009 to provide reasonable
assurance that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms.  Our
disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Change
in Internal Controls Over Financial Reporting





There
have not been any changes in our internal controls over financial reporting that
occurred during the quarterly period ended June 30, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.


25


PART II. OTHER
INFORMATION





ITEM 1. LEGAL
PROCEEDINGS





We are
involved in disputes or legal actions arising in the ordinary course of
business.  We do not believe the outcome of such disputes or legal
actions will have a material adverse effect on our consolidated financial
statements.





ITEM 1A. RISK
FACTORS





As of the
date of this filing, there have been no significant changes from the risk
factors previously disclosed in our “Risk Factors” in our Annual Report on Form
10–K for the year ended December 31, 2008.





An
investment in our common units involves various risks.  When
considering an investment in us, you should consider carefully all of the risk
factors described in our Annual Report on Form 10–K for the year ended December
31, 2008.  These risks and uncertainties are not the only ones facing
us and there may be additional matters that we are unaware of or that we
currently consider immaterial.  All of these could adversely affect
our business, financial condition, results of operations and cash flows and,
thus, the value of an investment in us.





ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS





None.





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES





None.





ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS





None.





ITEM 5. OTHER
INFORMATION





None.





ITEM
6. EXHIBITS





The
exhibits listed below are filed or furnished as part of this
report:





1.1
            Underwriting
      Agreement dated as of June 11, 2009 among EV Energy Partners, L.P., EV
      Energy GP, L.P., EV Management, LLC, EV Properties, L.P., EV Properties
      GP, LLC, and Wachovia Capital Markets, LLC, Citigroup Global Markets Inc.,
      Raymond James & Associates, Inc. and RBC Capital Markets Corporation,
      as representative of the several underwriters named therein (Incorporated
      by reference from Exhibit 1.1 to EV Energy Partners, L.P.’s current report
      on Form 8–K filed with the SEC on June 15,
  2009).





10.1
            Third
      Amendment dated April 10, 2009 to Amended and Restated Credit Agreement
      (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s
      current report on Form 8–K filed with the SEC on April 16,
      2009).





+31.1
            Rule 13a-14(a)/15d–14(a)
      Certification of Chief Executive
Officer.





+31.2
            Rule 13a-14(a)/15d–14(a)
      Certification of Chief Financial
Officer.





+32
      .1
            Section 1350
      Certification of Chief Executive
Officer





+32.2
            Section
      1350 Certification of Chief Financial
Officer


________________


+ Filed
herewith


26


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 thereunto
duly authorized.





EV
      Energy Partners, L.P.(Registrant)Date:  August
      10, 2009
                By:
                /s/
      MICHAEL E. MERCERMichael
      E. MercerSenior
      Vice President and Chief Financial
Officer


27


EXHIBIT
INDEX





1.1
            Underwriting
      Agreement dated as of June 11, 2009 among EV Energy Partners, L.P., EV
      Energy GP, L.P., EV Management, LLC, EV Properties, L.P., EV Properties
      GP, LLC, and Wachovia Capital Markets, LLC, Citigroup Global Markets Inc.,
      Raymond James & Associates, Inc. and RBC Capital Markets Corporation,
      as representative of the several underwriters named therein (Incorporated
      by reference from Exhibit 1.1 to EV Energy Partners, L.P.’s current report
      on Form 8–K filed with the SEC on June 15,
  2009).





10.1
            Third
      Amendment dated April 10, 2009 to Amended and Restated Credit Agreement
      (Incorporated by reference from Exhibit 10.1 to EV Energy Partners, L.P.’s
      current report on Form 8–K filed with the SEC on April 16,
      2009).





+31.1
            Rule 13a-14(a)/15d–14(a)
      Certification of Chief Executive
Officer.





+31.2
            Rule 13a-14(a)/15d–14(a)
      Certification of Chief Financial
Officer.





+32
      .1
            Section 1350
      Certification of Chief Executive
Officer





+32.2
            Section
      1350 Certification of Chief Financial
Officer


________________


+  Filed
herewith