**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, 2008**





**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 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 filero
            
            Accelerated
                filerþ
            
            Non-accelerated
                filero
            
            Smaller
                reporting companyo





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 8, 2008, the registrant had 11,881,939 common units outstanding.












**Table
      of Contents**





PART
                I. FINANCIAL INFORMATIONItem
                1. Financial Statements (unaudited)
            
            2Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            13Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            20Item
                4. Controls and Procedures
            
            21PART
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            
            22Item
                1A. Risk Factors
            
            22Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            22Item
                3. Defaults Upon Senior Securities
            
            22Item
                4. Submission of Matters to a Vote of Security Holders
            
            22Item
                5. Other Information
            
            22Item
                6. Exhibits
            
            22Signatures
            
            23





1





**PART
      1. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**




**EV
      Energy Partners, L.P.**


**Condensed
      Consolidated Balance Sheets**


***(In
      thousands, except number of units)***


***(Unaudited)***





**June 30,**
            
            **December 31,****2008**
            
            **2007****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            14,507
            
            $
            10,220Accounts
                receivable:Oil,
                natural gas and natural gas liquids revenues
            
            
            27,806
            
            
            18,658Related
                party
            
            
            13,611
            
            
            3,656Other
            
            
            12
            
            
            15Derivative
                asset
            
            
            -
            
            
            1,762Prepaid
                expenses and other current assets
            
            
            294
            
            
            594Total
                current assets
            
            
            56,230
            
            
            34,905Oil
                and natural gas properties, net of accumulated depreciation, depletion
                andamortization;
              June
                30, 2008, $47,056; December 31, 2007, $30,724
            
            
            586,546
            
            
            570,398Other
                property, net of accumulated depreciation and amortization;
              June
                30, 2008, $262; December 31, 2007, $239
            
            
            201
            
            
            225Other
                assets
            
            
            1,999
            
            
            2,013Total
                assets
            
            $
            644,976
            
            $
            607,541**LIABILITIES
                AND OWNERS’ EQUITY**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            15,678
            
            $
            12,113Deferred
                revenues
            
            
            2,517
            
            
            1,122Derivative
                liability
            
            
            77,821
            
            
            5,232Total
                current liabilities
            
            
            96,016
            
            
            18,467Asset
                retirement obligations
            
            
            21,078
            
            
            19,463Long-term
                debt
            
            
            287,000
            
            
            270,000Share-based
                compensation liability
            
            
            1,506
            
            
            1,507Long-term
                derivative liability
            
            
            99,811
            
            
            15,074Commitments
                and contingenciesOwners’
                equity:Common
                unitholders – 11,881,939 units and 11,839,439 units issued
                andoutstanding
                as of June 30, 2008 and
              December
                31, 2007, respectively
            
            
            172,943
            
            
            282,676Subordinated
                unitholders – 3,100,000 units issued and outstanding as ofJune
                30, 2008 and December 31, 2007
            
            
            (34,482
            )
            
            (5,488
            )General
                partner interest
            
            
            169
            
            
            4,245Accumulated
                other comprehensive income
            
            
            935
            
            
            1,597Total
                owners’ equity
            
            
            139,565
            
            
            283,030Total
                liabilities and owners’ equity
            
            $
            644,976
            
            $
            607,541





See
      accompanying notes to unaudited condensed consolidated financial statements.





2





**EV
      Energy Partners, L.P.**


**Condensed
      Consolidated Statements of Operations**


***(In
      thousands, except per unit data)***


***(Unaudited)***





**Three Months Ended June 30,**
            
            **Six Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenues:Oil,
                natural gas and natural gas liquids revenues
            
            $
            57,136
            
            $
            17,791
            
            $
            101,664
            
            $
            27,831Gain
                on derivatives, net
            
            
            604
            
            
            947
            
            
            662
            
            
            1,694Transportation
                and marketing-related revenues
            
            
            3,309
            
            
            4,400
            
            
            6,480
            
            
            5,620Total
                revenues
            
            
            61,049
            
            
            23,138
            
            
            108,806
            
            
            35,145Operating
                costs and expenses:Lease
                operating expenses
            
            
            9,552
            
            
            4,215
            
            
            18,714
            
            
            6,521Cost
                of purchased natural gas
            
            
            2,803
            
            
            3,777
            
            
            5,415
            
            
            4,886Production
                taxes
            
            
            2,606
            
            
            479
            
            
            4,628
            
            
            852Asset
                retirement obligations accretion expense
            
            
            308
            
            
            123
            
            
            606
            
            
            214Depreciation,
                depletion and amortization
            
            
            7,811
            
            
            3,504
            
            
            16,355
            
            
            5,536General
                and administrative expenses
            
            
            3,571
            
            
            2,129
            
            
            7,024
            
            
            3,731Total
                operating costs and expenses
            
            
            26,651
            
            
            14,227
            
            
            52,742
            
            
            21,740Operating
                income
            
            
            34,398
            
            
            8,911
            
            
            56,064
            
            
            13,405Other
                (expense) income, net:Interest
                expense
            
            
            (3,069
            )
            
            (1,380
            )
            
            (6,827
            )
            
            (2,323
            )(Loss)
                gain on mark-to-market derivatives, net
            
            
            (130,889
            )
            
            4,245
            
            
            (173,465
            )
            
            (2,000
            )Other
                income, net
            
            
            94
            
            
            181
            
            
            162
            
            
            273Total
                other (expense) income, net
            
            
            (133,864
            )
            
            3,046
            
            
            (180,130
            )
            
            (4,050
            )(Loss)
                income before income taxes
            
            
            (99,466
            )
            
            11,957
            
            
            (124,066
            )
            
            9,355Income
                taxes
            
            
            (58
            )
            
            -
            
            
            (130
            )
            
            -Net
                (loss) income
            
            $
            (99,524
            )
            $
            11,957
            
            $
            (124,196
            )
            $
            9,355General
                partner’s interest in net (loss) income
            
            $
            (1,991
            )
            $
            239
            
            $
            (2,484
            )
            $
            187Limited
                partners’ interest in net (loss) income
            
            $
            (97,533
            )
            $
            11,718
            
            $
            (121,712
            )
            $
            9,168Net
                (loss) income per limited partner unit:Common
                units (basic and diluted)
            
            $
            (6.51
            )
            $
            0.93
            
            $
            (8.13
            )
            $
            0.84Subordinated
                units (basic and diluted)
            
            $
            (6.51
            )
            $
            0.93
            
            $
            (8.13
            )
            $
            0.84Weighted
                average limited partner units outstanding:Common
                units (basic and diluted)
            
            
            11,882
            
            
            9,554
            
            
            11,879
            
            
            7,756Subordinated
                units (basic and diluted)
            
            
            3,100
            
            
            3,100
            
            
            3,100
            
            
            3,100




See
      accompanying notes to unaudited condensed consolidated financial statements.





3





**EV
      Energy Partners, L.P.**


**Condensed
      Statements of Cash Flows**


***(In
      thousands)***


***(Unaudited)***





**Six Months Ended June 30,****2008**
            
            **2007**Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (124,196
            )
            $
            9,355Adjustments
                to reconcile net (loss) income to net cash flows provided
                byoperating
                activities:Asset
                retirement obligations accretion expense
            
            
            606
            
            
            214Depreciation,
                depletion and amortization
            
            
            16,355
            
            
            5,536Share-based
                compensation cost
            
            
            1,261
            
            
            498Amortization
                of deferred loan costs
            
            
            144
            
            
            57Unrealized
                loss on derivatives, net
            
            
            158,425
            
            
            4,304Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (19,099
            )
            
            353Prepaid
                expenses and other current assets
            
            
            300
            
            
            462Other
                assets
            
            
            (5
            )
            
            (285
            )Accounts
                payable and accrued liabilities
            
            
            3,183
            
            
            575Deferred
                revenues
            
            
            1,395
            
            
            -Net
                cash flows provided by operating activities
            
            
            38,369
            
            
            21,069Cash
                flows from investing activities:Acquisitions
                of oil and natural gas properties
            
            
            (17,491
            )
            
            (258,935
            )Development
                of oil and natural gas properties
            
            
            (13,597
            )
            
            (3,111
            )Net
                cash flows used in investing activities
            
            
            (31,088
            )
            
            (262,046
            )Cash
                flows from financing activities:Debt
                borrowings
            
            
            17,000
            
            
            243,350Repayment
                of debt borrowings
            
            
            -
            
            
            (196,350
            )Deferred
                loan costs
            
            
            (125
            )
            
            (153
            )Proceeds
                from private equity offerings
            
            
            -
            
            
            220,000Offering
                costs
            
            
            -
            
            
            (131
            )Distributions
                to partners and dividends paid
            
            
            (19,869
            )
            
            (8,512
            )Distributions
                related to acquisitions
            
            
            -
            
            
            (5,801
            )Net
                cash flows (used in) provided by financing activities
            
            
            (2,994
            )
            
            252,403Increase
                in cash and cash equivalents
            
            
            4,287
            
            
            11,426Cash
                and cash equivalents – beginning of period
            
            
            10,220
            
            
            1,875Cash
                and cash equivalents – end of period
            
            $
            14,507
            
            $
            13,301





See
      accompanying notes to unaudited condensed consolidated financial statements.





4





**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” or “us”) 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.





**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. 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, 2007.





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**





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)”). As of June 30, 2008, we had 0.3 million phantom units outstanding,
      which are subject to graded vesting over a two or three 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 $0.8 million and
      $0.3 million in the three months ended June 30, 2008 and 2007, respectively,
      and
      $1.3 million and $0.5 million in the six months ended June 30, 2008 and 2007,
      respectively. These costs are included in “General and administrative expenses”
in our condensed consolidated statement of operations.





In
      January 2008, 42,500 phantom units vested and were converted to common units
      at
      a fair value of $1.3 million.





As
      of
      June 30, 2008, there was $4.4 million of total unrecognized compensation
      cost related to nonvested phantom units which is expected to be recognized
      over
      a weighted average period of 2.1 years.





5





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





**NOTE
      3. ACQUISITIONS**





In
      May
      2008, we acquired oil properties in South Central Texas for $17.5 million.
      The
      acquisition was primarily funded with borrowings under our credit facility.





In
      2007,
      we completed the following acquisitions:





·
            in
                January, we acquired natural gas properties in Michigan from an
                institutional partnership managed by EnerVest for $69.5 million,
                net of
                cash acquired;





·
            in
                March, we acquired additional natural gas properties in the Monroe
                Field
                in Louisiana from an institutional partnership managed by EnerVest
                for
                $95.4 million;





·
            in
                June, we acquired oil and natural gas properties in Central and East
                Texas
                from Anadarko Petroleum Corporation for $93.6
                million;





·
            in
                October, we acquired oil and natural gas properties in the Permian
                Basin
                from Plantation Operating, LLC, a company sponsored by investment
                funds
                formed by EnCap Investments, L.P. for $154.7 million;
                and





·
            in
                December, we acquired oil and natural gas properties in the Appalachian
                Basin from an institutional partnership managed by EnerVest for $59.6
                million.





The
      following table reflects pro forma revenues, net income and net income per
      limited partner unit as if the acquisitions completed in 2007 had taken place
      at
      the beginning of the period presented. These unaudited pro forma amounts do
      not
      purport to be indicative of the results that would have actually been obtained
      during the periods presented or that may be obtained in the future.





**Three**
              **Months**
              **Ended**
              **June 30,**
            
            **Six**
              **Months**
              **Ended**
              **June 30,****2007**
            
            **2007**Revenues
            
            $
            46,456
            
            $
            87,156Net
                income
            
            
            19,986
            
            
            25,375Net
                income per limited partner unit:Basic
            
            $
            1.55
            
            $
            2.29Diluted
            
            $
            1.55
            
            $
            2.29








6





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





**NOTE
      4. RISK MANAGEMENT**





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. As of June 30, 2008,
      we had entered into oil and natural gas derivative instruments with the
      following terms:





**Period
                Covered**
            
            **Index**
            
            **Hedged**
              **Volume**
              **per Day**
            
            **Weighted**
              **Average**
              **Fixed**
              **Price**
            
            **Weighted**
              **Average**
              **Floor**
              **Price**
            
            **Weighted**
              **Average**
              **Ceiling**
              **Price**Oil
                (Bbls):Swaps
                – 2008
            
            
            WTI
            
            
            1,354
            
            $
            76.27
            
            
            
            
            $
            $Collar
                – 2008
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.95Swaps
                – 2009
            
            
            WTI
            
            
            1,131
            
            
            75.86Collar
                – 2009
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.90Swaps
                – 2010
            
            
            WTI
            
            
            1,150
            
            
            74.91Swap
                – 2011
            
            
            WTI
            
            
            150
            
            
            98.55Collar
                – 2011
            
            
            WTI
            
            
            1,100
            
            
            
            
            
            110.00
            
            
            166.45Swap
                – 2012
            
            
            WTI
            
            
            150
            
            
            98.25Collar
                – 2012
            
            
            WTI
            
            
            1,000
            
            
            
            
            
            110.00
            
            
            170.85Natural
                Gas (MMBtu):Swaps
                – 2008
            
            
            Dominion
                Appalachia
            
            
            6,500
            
            
            9.07Swaps
                – 2009
            
            
            Dominion
                Appalachia
            
            
            4,400
            
            
            8.79Swaps
                – 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
                – 2008
            
            
            NYMEX
            
            
            4,000
            
            
            8.85Collars
                – 2008
            
            
            NYMEX
            
            
            6,000
            
            
            
            
            
            7.67
            
            
            10.25Swaps
                – 2009
            
            
            NYMEX
            
            
            4,500
            
            
            8.00Collars
                – 2009
            
            
            NYMEX
            
            
            7,000
            
            
            
            
            
            7.79
            
            
            9.50Swaps
                – 2010
            
            
            NYMEX
            
            
            7,500
            
            
            8.44Collar
                – 2010
            
            
            NYMEX
            
            
            1,500
            
            
            
            
            
            7.50
            
            
            10.00Swaps
                – 2011
            
            
            NYMEX
            
            
            8,000
            
            
            8.96Swaps
                – 2012
            
            
            NYMEX
            
            
            8,000
            
            
            9.77Swaps
                – 2008
            
            
            MICHCON_NB
            
            
            3,500
            
            
            8.16Collar
                -2008
            
            
            MICHCON_NB
            
            
            2,000
            
            
            
            
            
            8.00
            
            
            9.55Swaps
                – 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
                – 2008
            
            
            HOUSTON
                SC
            
            
            5,206
            
            
            8.16Swaps
                – 2009
            
            
            HOUSTON
                SC
            
            
            4,320
            
            
            8.29Collar
                – 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
            
            
            11.10Swap
                – 2008
            
            
            EL
                PASO PERMIAN
            
            
            3,000
            
            
            7.23Swap
                – 2009
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.93Swap
                – 2010
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.68Swap
                – 2011
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            9.30Swap
                – 2012
            
            
            EL
                PASO PERMIAN
            
            
            2,000
            
            
            9.21





7





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





In
      addition, our floating rate credit facility exposes us to risks associated
      with
      changes in interest rates and as such, future earnings are subject to change
      due
      to changes in these interest rates. In June 2008, we entered into four interest
      rate swaps to reduce our risk of changes in interest rates. As of June 30,
      2008,
      we had entered into interest rate swaps with the following terms:





**Period
                Covered**
            
            **Notional**
              **Amount**
            
            **Fixed**
              **Rate**July
                2008 – July 2012
            
            $
            20,000
            
            
            4.248
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.220
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.250
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.220
            %





At
      June
      30, 2008, the fair value associated with these oil and natural gas derivative
      instruments and interest rate swaps was a net liability of $177.6 million.





As
      of
      June 30, 2008, we had accumulated other comprehensive income (“AOCI”) of $0.9
      million related to derivative instruments where we removed the hedge
      designation. We reclassified $0.6 million and $1.0 million during the three
      months ended June 30, 2008 and 2007, respectively, and $0.7 million and $1.7
      million during the six months ended June 30, 2008 and 2007, respectively, from
      AOCI to “Gain on derivatives, net.” We anticipate that $0.9 million will be
      reclassified from AOCI during the next six months.





We
      recorded unrealized (losses) gains on the change in fair value of our derivative
      instruments in “(Loss) gain on mark-to-market derivatives, net” of $(118.7)
      million and $2.4 million during the three months ended June 30, 2008 and 2007,
      respectively, and $(159.1) million and $(6.0) million during the six months
      ended June 30, 2008 and 2007, respectively. In addition, we recorded net
      realized (losses) gains related to settlements of our derivative instruments
      in
“(Loss) gain on mark-to-market derivatives, net.” of $(12.2) million and $1.8
      million during the three months ended June 30, 2008 and 2007, respectively,
      and
      $(14.4) million and $4.0 million during the six months ended June 30, 2008
      and
      2007, respectively.





**NOTE
      5. 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, 2007
            
            $
            19,595Accretion
                expense
            
            
            606Liabilities
                assumed in acquisition
            
            
            1,037Revisions
                in estimated cash flows
            
            
            (28
            )Balance
                as of June 30, 2008
            
            $
            21,210





As
      of
      both June 30, 2008 and December 31, 2007, $0.1 million of our ARO is classified
      as current and is included in “Accounts payable and accrued liabilities” on our
      condensed consolidated balance sheet.





**NOTE
      6. LONG-TERM DEBT**





As
      of
      June 30, 2008, our credit facility consists of a $500.0 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, 2008, we
      were
      in compliance with all of the facility covenants.





8





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





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 4.99% at June 30, 2008).





Borrowings
      under the facility may not exceed a “borrowing base” determined by the lenders
      based on our oil and natural gas reserves. As of June 30, 2008, the borrowing
      base was $325.0 million. The borrowing base is subject to scheduled
      redeterminations on a semi-annual basis 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.





At
      June
      30, 2008, we had $287.0 million outstanding under the facility.





**NOTE
      7. 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 consolidated financial
      statements.





**NOTE
      8. OWNERS’ EQUITY**





On
      January 29, 2008, the board of directors of EV Management declared a $0.60
      per
      unit distribution for the fourth quarter of 2007 on all common and subordinated
      units. The distribution of $9.7 million was paid on February 14, 2008 to
      unitholders of record at the close of business on February 8, 2008.





On
      April 25, 2008, the board of directors of EV Management declared a $0.62 per
      unit distribution for the first quarter of 2008 on all common and subordinated
      units. The distribution of $10.1 million was paid on May 15, 2008 to unitholders
      of record at the close of business on May 8, 2008.





On
      July
      24, 2008, the board of directors of EV Management declared a $0.70 per unit
      distribution for the second quarter of 2008 on all common and subordinated
      units. The distribution of $11.7 million is to be paid on August 14, 2008 to
      unitholders of record at the close of business on August 5, 2007.





**NOTE
      9. COMPREHENSIVE (LOSS) INCOME**





Comprehensive
      (loss) income includes all changes in equity during a period except those
      resulting from investments by and distributions to owners. The components of
      our
      comprehensive (loss) income, net of related tax, are as follows:





**Three Months Ended June 30,**
            
            **Six Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Net (loss) income
            
            $
            (99,524
            )
            $
            11,957
            
            $
            (124,196
            )
            $
            9,355Other
                comprehensive loss:Reclassification
                adjustment into earnings
            
            
            (604
            )
            
            (947
            )
            
            (662
            )
            
            (1,694
            )Comprehensive
                (loss) income
            
            $
            (100,128
            )
            $
            11,010
            
            $
            (124,858
            )
            $
            7,661








9





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**








**NOTE
      10. NET (LOSS) INCOME PER LIMITED PARTNER UNIT**





We
      calculate net (loss) income per limited partner unit in accordance with Emerging
      Issues Task Force 03-06, *Participating
      Securities and the Two-Class Method under FASB Statement
      No. 128* (“EITF
      03-06”). The computation of net (loss) income per limited partner unit is based
      on the weighted average number of common and subordinated units outstanding
      during the period. 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 interest, 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
      03-06:




**Three Months Ended June 30,**
            
            **Six Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Net
                (loss) income
            
            $
            (99,524
            )
            $
            11,957
            
            $
            (124,196
            )
            $
            9,355Less
                general partner’s 2% interest innet
                (loss) income
            
            
            1,991
            
            
            (239
            )
            
            2,484
            
            
            (187
            )Net
                (loss) income available for limitedpartners
            
            $
            (97,533
            )
            $
            11,718
            
            $
            (121,712
            )
            $
            9,168Weighted
                average common unitsoutstanding
                (basic and diluted)Common
                units (basic and diluted)
            
            
            11,882
            
            
            9,554
            
            
            11,879
            
            
            7,756Subordinated
                units (basic and diluted)
            
            
            3,100
            
            
            3,100
            
            
            3,100
            
            
            3,100Net
                (loss) income per limited partner unit(basic
                and diluted)
            
            $
            (6.51
            )
            $
            0.93
            
            $
            (8.13
            )
            $
            0.84





**NOTE
      11. RELATED PARTY TRANSACTIONS**





Pursuant
      to an omnibus agreement, we paid EnerVest $1.3 million and $0.6 million in
      the
      three months ended June 30, 2008 and 2007, respectively, and $2.5 million and
      $1.0 million in the six months ended June 30, 2008 and 2007, respectively,
      in
      monthly administrative fees for providing us general and administrative
      services. These fees are included in general and administrative expenses in
      our
      condensed consolidated statement of operations.





On
      January 31, 2007, we acquired natural gas properties in Michigan for $69.5
      million, net of cash acquired, from certain institutional partnerships managed
      by EnerVest, and on March 30, 2007, we acquired additional natural gas
      properties in the Monroe Field in Louisiana from an institutional partnership
      managed by EnerVest for $95.4 million (see Note 3).





We
      have
      entered into operating agreements with EnerVest whereby a 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 $2.2 million and $1.6 million in the three months ended June 30, 2008
      and 2007, respectively, and $4.4 million $2.4 million in the six months ended
      June 30, 2008 and 2007, 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. These costs are included in lease operating expenses
      in our condensed consolidated statement 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. We believe that the aforementioned services were provided to us at
      fair
      and reasonable rates relative to the prevailing market.





During
      the three months ended March 31, 2007, we sold $1.3 million of natural gas
      to
      EnerVest Monroe Marketing, Ltd. (“EnerVest Monroe Marketing”), a subsidiary of
      one of the EnerVest partnerships. On March 30, 2007, we acquired EnerVest Monroe
      Marketing in our acquisition of natural gas properties in the Monroe Field
      in
      Louisiana (see Note 3).





10





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





**NOTE
      12. OTHER SUPPLEMENTAL INFORMATION**





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





**Six Months Ended June 30,****2008**
            
            **2007**Supplemental
                cash flows information:Cash
                paid for interest
            
            $
            7,270
            
            $
            2,157Cash
                paid for income taxes
            
            
            54
            
            
            –Non–cash
                transactions:Costs
                for development of oil and natural gas properties in accounts payableand
                accrued liabilities
            
            
            382
            
            
            (517
            )





**NOTE
      13. NEW ACCOUNTING STANDARDS**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 157, *Fair
      Value Measurements,* to
      provide guidance for using fair value to measure assets and liabilities. SFAS
      No. 157 was to be effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years; however, in February 2008, the FASB issued FASB Staff Position FAS 157-2, *Effective
      Date of FASB Statement No. 157* ,
      which
      delayed the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis, for one year. We adopted
      SFAS No. 157 on January 1, 2008 for our financial assets and financial
      liabilities.





SFAS
      157
      establishes a valuation hierarchy for disclosure of the inputs to valuation
      used
      to measure fair value. This hierarchy prioritizes the inputs into the following
      three levels:





·
            Level
                1 inputs are quoted prices (unadjusted) in active markets for identical
                assets or liabilities.





·
            Level
                2 inputs are 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 inputs are unobservable inputs based on our own assumptions used
                to
                measure assets and liabilities at fair value.





A
      financial asset or liability’s classification within the hierarchy is determined
      based on the lowest level input that is significant to the fair value
      measurement.





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, 2008 Using:****Total**
              **Carrying**
              **Value**
            
            **Quoted Prices**
              **in Active**
              **Markets for**
              **Identical**
              **Assets**
              **(Level 1)**
            
            **Significant**
              **Other**
              **Observable**
              **Inputs**
              **(Level 2)**
            
            **Significant**
              **Unobservable**
              **Inputs**
              **(Level 3)**Derivative instruments
            
            $
            (177,632
            )
            $
            –
            
            $
            (177,632
            )
            $
            –





Our
      derivative instruments consist of over-the-counter (“OTC”) contracts which are
      not traded on a public exchange.   These derivative instruments are
      indexed to active trading hubs for the underlying commodity, and are OTC
      contracts commonly used in the energy industry and offered by a number of
      financial institutions and large energy companies.





As
      the
      fair value of these derivative instruments is based on inputs using market
      prices obtained from independent brokers or determined using quantitative models
      that use as their basis readily observable market parameters that are actively
      quoted and can be validated through external sources, including third-party
      pricing services, brokers and market transactions, we have categorized these
      derivative instruments as Level 2.





11





**EV
      Energy Partners, L.P.**


**Notes
      to Unaudited Condensed Consolidated Financial Statements**





We
      will
      adopt SFAS No. 157 on January 1, 2009 for our nonfinancial assets and
      nonfinancial liabilities, and we have not yet determined the impact, if any,
      on
      our consolidated financial statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* .
      SFAS
      No. 159 permits entities to choose to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. Unrealized gains and losses on items for which the fair value
      option has been selected are reported in earnings. SFAS No. 159 also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between entities that choose different measurement attributes for similar types
      of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007. We have elected not to apply the provisions of SFAS
      No.
      159.





In
      December 2007, the FASB issued SFAS No 141 (Revised 2007), *Business
      Combinations* (“SFAS
      No. 141(R)”) to significantly change the accounting for business combinations.
      Under SFAS No. 141(R), an acquiring entity will be required to recognize all
      the
      assets acquired and liabilities assumed in a transaction at the acquisition
      date
      fair value with limited exceptions and will change the accounting treatment
      for
      certain specific items, including:





·
            acquisition
                costs will generally be expensed as
                incurred;





·
            noncontrolling
                interests will be valued at fair value at the date of acquisition;
                and





·
            liabilities
                related to contingent consideration will be recorded at fair value
                at the
                date of acquisition and subsequently remeasured each subsequent reporting
                period.





SFAS
      No.
      141(R) is effective for fiscal years beginning after December 15, 2008. We
      will
      adopt SFAS No. 141(R) on January 1, 2009, and we have not yet determined the
      impact, if any, on our consolidated financial statements.





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements - An Amendment of ARB No.
      51* ,
      to
      establish new accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160
      requires the recognition of a noncontrolling interest (minority interest) as
      equity in the consolidated financial statements and separate from the parent’s
      equity. The amount of net income attributable to the noncontrolling interest
      will be included in consolidated net income on the face of the income statement.
      SFAS No. 160 clarifies that changes in a parent’s ownership interest in a
      subsidiary that do not result in deconsolidation are equity transactions if
      the
      parent retains its controlling financial interest. In addition, SFAS No. 160
      requires that a parent recognize a gain or loss in net income when a subsidiary
      is deconsolidated. SFAS No. 160 also includes expanded disclosure requirements
      regarding the interests of the parent and its noncontrolling interest. SFAS
      No.
      160 is effective for fiscal years beginning after December 15, 2008. We will
      adopt SFAS No. 160 on January 1, 2009, and we have not yet determined the
      impact, if any, on our consolidated financial statements.





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.
      161 requires
      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 will adopt SFAS No. 161 on January 1,
      2009, and we have not yet determined the impact, if any, on our consolidated
      financial statements.





In
      March
      2008, the FASB issued Emerging Issues Task Force 07-04, *Application
      of the Two-Class Method under FASB Statement No. 128, Earnings per Share, to
      Master Limited Partnerships* (“EITF
      07-04”), 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. EITF 07-04 is effective for
      fiscal years beginning after December 15, 2008. We will adopt EITF 07-04 on
      January 1, 2009, and we have not yet determined the impact, if any, on our
      consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles.* SFAS No.
      162 identifies the sources for accounting principles and the framework for
      selecting the principles to be used in preparing financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (GAAP) in the United States. SFAS No. 162 is
      effective 60 days following the Securities and Exchanges Commission's approval
      of the Public Company Accounting Oversight Board Auditing amendments to AU
      Section 411, *The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles* .





**NOTE
      14. SUBSEQUENT EVENT**


In
            August
            2008, we entered into four agreements to acquire oil and natural gas
            properties
            in the San Juan Basin, the Mid-Continent area (Oklahoma, Texas Panhandle
            and
            Kansas), Eastland County, Texas and West Virginia for $202.7 million.
            We are
            acquiring the San Juan Basin oil and natural gas properties from institutional
            partnerships managed by EnerVest and the West Virginia natural gas properties
            from EnerVest. In addition, we are acquiring the Mid-Continent area oil
            and
            natural gas properties from a company sponsored by investment funds formed
            by
            EnCap Investments, L.P. (“EnCap”). These acquisitions, which have been approved
            by the board of directors of EV Management, are expected to close between
            the
            end of August and mid-September, and are subject to customary closing
            conditions
            and purchase price adjustments.
 
 We
            plan
            to initially finance these acquisitions with borrowings under an amended
            and
            restated credit facility. We have agreed with EnerVest that it will receive
            its
            share of the net proceeds, estimated to be approximately $35.0 million,
            in our
            common units based on the volume weighted average price of the common
            units from
            August 7, 2008 through August 14, 2008; however, in order to receive
            common
            units, EnerVest must receive the consent of the investors in its institutional
            partnerships. If EnerVest does not receive the consent, only approximately
            $5.0
            million of the estimated proceeds to EnerVest will be paid in common
            units, and
            the balance will be paid in cash.


12





**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, 2007.*





**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.





In
      May
      2008, we acquired oil properties in South Central Texas for $17.5 million (the
      “Charlotte acquisition”). The acquisition was primarily funded with borrowings
      under our credit facility.


In
              August
              2008, we entered into four agreements to acquire oil and natural gas
              properties
              in the San Juan Basin, the Mid-Continent area (Oklahoma, Texas Panhandle
              and
              Kansas), Eastland County, Texas and West Virginia for $202.7 million.
              We are
              acquiring the San Juan Basin oil and natural gas properties from institutional
              partnerships managed by EnerVest and the West Virginia natural gas
              properties
              from EnerVest. In addition, we are acquiring the Mid-Continent area
              oil and
              natural gas properties from a company sponsored by investment funds
              formed by
              EnCap. These acquisitions, which have been approved by the board of
              directors of
              EV Management, are expected to close between the end of August and
              mid-September, and are subject to customary closing conditions and
              purchase
              price adjustments.
 
 We
              plan
              to initially finance these acquisitions with borrowings under an amended
              and
              restated credit facility. We have agreed with EnerVest that it will
              receive its
              share of the net proceeds, estimated to be approximately $35.0 million,
              in our
              common units based on the volume weighted average price of the common
              units from
              August 7, 2008 through August 14, 2008; however, in order to receive common
              units, EnerVest must receive the consent of the investors in its institutional
              partnerships. If EnerVest does not receive the consent, only approximately
              $5.0
              million of the estimated proceeds to EnerVest will be paid in common
              units, and
              the balance will be paid in cash.


In
      2007,
      we completed the following acquisitions (collectively, the “2007
      acquisitions”):





·
            in
                January, we acquired natural gas properties in Michigan (the “Michigan
                acquisition”) from an institutional partnership managed by EnerVest for
                $69.5 million, net of cash
                acquired;





·
            in
                March, we acquired additional natural gas properties in the Monroe
                Field
                in Louisiana (the “Monroe acquisition”) from an institutional partnership
                managed by EnerVest for $95.4
                million;





·
            in
                June, we acquired oil and natural gas properties in Central and East
                Texas
                from Anadarko Petroleum Corporation (the “Anadarko acquisition”) for $93.6
                million;





·
            in
                October, we acquired oil and natural gas properties in the Permian
                Basin
                from Plantation Operating, LLC, a company sponsored by investment
                funds
                formed by EnCap (the “Plantation acquisition”) for $154.7 million;
                and





·
            in
                December, we acquired oil and natural gas properties in the Appalachian
                Basin (the “Appalachian acquisition”) from an institutional partnership
                managed by EnerVest for $59.6
                million.





**Our
      Assets**





As
      of
      December 31, 2007, our properties were located in the Appalachian Basin
      (primarily in Ohio and West Virginia), Michigan, the Monroe Field in Northern
      Louisiana, Central and East Texas, the Permian Basin and the Mid-Continent
      areas
      in Oklahoma, Texas and Louisiana. Our oil and natural gas properties had
      estimated net proved reserves of 4.5 MMBbls of oil, 250.0 Bcf of natural gas
      and
      8.7 MMBbls of natural gas liquids, or 329.6 Bcfe, and a standardized measure
      of
      $679.9 million.





**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 and natural gas production;





· our
      ability to hedge commodity prices;





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





· the
      level
      of our operating and administrative costs.





Oil
      and
      natural gas prices have been, and are expected to be, volatile. Prices for
      oil
      and natural gas fluctuate widely in response to relatively minor changes in
      the
      supply of and demand for oil and natural gas, market uncertainty and a variety
      of factors beyond our control. Factors affecting the price of oil include the
      lack of excess productive capacity, geopolitical activities, worldwide supply
      disruptions, worldwide economic conditions, 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.





13





As
      of
      June 30, 2008, 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
      our
      price volatility on our future oil and natural gas production, 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.





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 by drilling to find additional reserves and acquiring more reserves
      than
      we produce. Our future growth will depend on our ability to continue to add
      reserves in excess of production. We will maintain our focus on 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.





Higher
      oil and natural gas prices have led to higher demand for drilling rigs,
      operating personnel and field supplies and services, and have caused increases
      in the costs of these goods and services. 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 on our ability to manage our overall cost structure.





**RESULTS
      OF OPERATIONS**





**Three Months Ended June 30,**
            
            **Six Months Ended June 30,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Production
                data:Oil
                (MBbls)
            
            
            97
            
            
            32
            
            
            190
            
            
            63Natural
                gas liquids (MBbls)
            
            
            135
            
            
            3
            
            
            259
            
            
            3Natural
                gas (MMcf)
            
            
            3,403
            
            
            2,143
            
            
            7,020
            
            
            3,301Net
                production (MMcfe)
            
            
            4,797
            
            
            2,352
            
            
            9,712
            
            
            3,698Average
                sales price per unit:Oil
                (Bbl)
            
            $
            121.72
            
            $
            60.93
            
            $
            108.97
            
            $
            57.77Natural
                gas liquids (Bbl)
            
            
            67.57
            
            
            40.87
            
            
            64.26
            
            
            40.87Natural
                gas (Mcf)
            
            
            10.63
            
            
            7.34
            
            
            9.16
            
            
            7.29Average
                unit cost per Mcfe:Production
                costs:Lease
                operating expenses
            
            $
            1.99
            
            $
            1.79
            
            $
            1.93
            
            $
            1.76Production
                taxes
            
            
            0.54
            
            
            0.20
            
            
            0.48
            
            
            0.23Total
            
            
            2.53
            
            
            1.99
            
            
            2.41
            
            
            1.99Depreciation,
                depletion and amortization
            
            
            1.63
            
            
            1.49
            
            
            1.68
            
            
            1.50General
                and administrative expenses
            
            
            0.74
            
            
            0.91
            
            
            0.72
            
            
            1.01





**Three
      Months Ended June 30, 2008 Compared with the Three Months Ended June 30,
      2007**


O il,
              natural gas and natural gas liquids revenues for the three months ended
              June 30,
              2008 totaled $57.1 million, an increase of $39.3 million compared with
              the three
              months ended June 30, 2007. This increase was primarily the result
              of $31.9
              million related to the oil and natural gas properties that we acquired
              in the
              Charlotte, Anadarko, Plantation and Appalachia acquisitions and $9.9
              million
              related to higher prices for oil, natural gas and natural gas liquids
              partially
              offset by a decrease of $2.5 million related to lower natural gas production
              primarily related to pipeline curtailments at our natural gas properties
              in the
              Monroe Field. These curtailments reduced production from the Monroe
              Field during
              the three months ended June 30, 2008 by approximately 166 Mmcf (an
              average of
              approximately 3.3 Mmcf per day during the period of curtailment). These
              curtailments are currently expected to continue into the fourth quarter of
              2008; however, during any period of significant curtailment, we are
              contractually entitled to receive payment from the purchaser for the
              amount of
              natural gas production that has been curtailed, subject to the purchaser
              recouping such amounts out of a percentage of future production during
              periods
              when such production is not curtailed.


14





Transportation
      and marketing-related revenues for the three months ended June 30, 2008
      decreased $1.1 million compared with the three months ended June 30, 2007
      primarily due to a decrease in volume of natural gas transported through our
      gathering systems in the Monroe Field.





Lease
      operating expenses for the three months ended June 30, 2008 increased $5.3
      million compared with the three months ended June 30, 2007 primarily as the
      result of $5.1 million of lease operating expenses associated with the oil
      and
      natural gas properties that we acquired in the Charlotte, Anadarko, Plantation
      and Appalachia acquisitions. Lease operating expenses per Mcfe were $1.99 in
      the
      three months ended June 30, 2008 compared with $1.79 in the three months ended
      June 30, 2007. This increase is primarily the result of the Charlotte, Anadarko,
      Plantation and Appalachia acquisitions having lease operating expenses of $1.91
      per Mcfe for the three months ended June 30, 2008 and higher lease operating
      expenses per Mcfe for the three months ended June 30, 2008 at our natural gas
      properties in the Monroe Field due to the effect of curtailments.





The
      cost
      of purchased natural gas for the three months ended June 30, 2008 decreased
      $1.0
      million compared with the three months ended June 30, 2007 primarily due to
      a
      decrease in the volume of natural gas that we purchased and transported through
      our gathering systems in the Monroe Field.





Production
      taxes for the three months ended June 30, 2008 increased $2.1 million compared
      with the three months ended June 30, 2007 primarily as the result of $1.9
      million of production taxes associated with the oil and natural gas properties
      that we acquired in the Charlotte, Anadarko, Plantation and Appalachia
      acquisitions. Production taxes for the three months ended June 30, 2008 were
      $0.54 per Mcfe compared with $0.20 per Mcfe for the three months ended June
      30,
      2007. This increase is primarily the result of the Charlotte, Anadarko,
      Plantation and Appalachia acquisitions having production taxes of $0.70 per
      Mcfe
      for the three months ended June 30, 2008.





Depreciation,
      depletion and amortization for the three months ended June 30, 2008 increased
      $4.3 million compared with the three months ended June 30, 2007 primarily due
      the oil and natural gas properties that we acquired in the Charlotte, Anadarko,
      Plantation and Appalachia acquisitions. Depreciation, depletion and amortization
      for the three months ended June 30, 2008 was $1.63 per Mcfe compared with $1.49
      per Mcfe for the three months ended June 30, 2007. This increase is primarily
      due to the oil and natural gas properties that we acquired in the Charlotte,
      Anadarko, Plantation and Appalachia acquisitions having depreciation, depletion
      and amortization of $1.85 per Mcfe for the three months ended June 30, 2008.





General
      and administrative expenses for the three months ended June 30, 2008 totaled
      $3.6 million, an increase of $1.4 million compared with the three months ended
      June 30, 2007. This increase is primarily the result of (i) an increase of
      $0.6
      million of fees paid to EnerVest under the omnibus agreement, (ii) an increase
      of $0.5 million in compensation cost related to our phantom units, (iii) an
      increase of $0.2 million in audit and tax costs and (iv) an overall increase
      in
      costs related to our significant growth. General and administrative expenses
      were $0.74 per Mcfe in the three months ended June 30, 2008 compared with $0.91
      per Mcfe in the three months ended June 30, 2007.





Due
      to
      the significant increase in oil, natural gas and natural gas liquids prices,
      (loss) gain on mark-to-market derivatives, net for the three months ended June
      30, 2008 included $12.2 million of net realized losses and $118.7 million of
      unrealized losses on the mark-to-market of derivatives.





**Six
      Months Ended June 30, 2007 Compared with the Six Months Ended June 30,
      2006**





Oil,
      natural gas and natural gas liquids revenues for the six months ended June
      30,
      2008 totaled $101.7 million, an increase of $73.8 million compared with the
      six
      months ended June 30, 2007. This increase was primarily the result of (i) $65.6
      million related to the oil and natural gas properties that we acquired in the
      Charlotte acquisition and the 2007 acquisitions, (ii) $7.9 million related
      to
      higher prices for oil, natural gas liquids and natural gas and (iii) $0.3
      million related to higher production.





Transportation
      and marketing-related revenues for the six months ended June 30, 2008 increased
      $0.9 million compared with the six months ended June 30, 2007 primarily due
      to
      transportation and marketing-related revenues from the Monroe acquisition
      partially offset by a decrease in the volume of natural gas transported through
      our gathering systems.





15





Lease
      operating expenses for the six months ended June 30, 2008 increased $12.2
      million compared with the six months ended June 30, 2007 primarily as the result
      of $12.1 million of lease operating expenses associated with the oil and natural
      gas properties that we acquired in the Charlotte acquisition and the 2007
      acquisitions. Lease operating expenses per Mcfe were $1.93 in the six months
      ended June 30, 2008 compared with $1.76 in the six months ended June 30, 2007.
      This increase is primarily the result of the Charlotte acquisition and the
      2007
      acquisitions having lease operating expenses of $2.02 per Mcfe for the six
      months ended June 30, 2008.





The
      cost
      of purchased natural gas for the six months ended June 30, 2008 increased $0.5
      million compared with the six months ended June 30, 2007 primarily due to costs
      from the Monroe acquisition partially offset by a decrease in the volume of
      natural gas that we purchased.





Production
      taxes for the six months ended June 30, 2008 increased $3.8 million compared
      with the six months ended June 30, 2007 primarily as the result of $3.6 million
      of production taxes associated with the oil and natural gas properties that
      we
      acquired in the Charlotte acquisition and the 2007 acquisitions. Production
      taxes for the six months ended June 30, 2008 were $0.48 per Mcfe compared with
      $0.23 per Mcfe for the six months ended June 30, 2007. This increase is
      primarily the result of the Charlotte acquisition and the 2007 acquisitions
      having production taxes of $0.60 per Mcfe for the six months ended June 30,
      2008.





Depreciation,
      depletion and amortization for the six months ended June 30, 2008 increased
      $10.8 million compared with the six months ended June 30, 2007 primarily due
      to
      the oil and natural gas properties that we acquired in the Charlotte acquisition
      and the 2007 acquisitions. Depreciation, depletion and amortization for the
      six
      months ended June 30, 2008 was $1.68 per Mcfe compared with $1.50 per Mcfe
      for
      the six months ended June 30, 2007. This increase is primarily due to the oil
      and natural gas properties that we acquired in the Charlotte acquisition and
      the
      2007 acquisitions having depreciation, depletion and amortization of $1.84
      per
      Mcfe for the six months ended June 30, 2008.





General
      and administrative expenses for the six months ended June 30, 2008 totaled
      $7.0
      million, an increase of $3.3 million compared with the six months ended June
      30,
      2007. This increase is primarily the result of (i) an increase of $1.4 million
      of fees paid to EnerVest under the omnibus agreement, (ii) an increase of $0.7
      million in compensation cost related to our phantom units, (iii) an increase
      of
      $0.6 million in audit and tax costs and (iv) an overall increase in costs
      related to our significant growth. General and administrative expenses were
      $0.72 per Mcfe in the six months ended June 30, 2008 compared with $1.01 per
      Mcfe in the six months ended June 30, 2007.





Due
      to
      the significant increase in oil, natural gas and natural gas liquids prices,
      (loss) gain on mark-to-market derivatives, net for the six months ended June
      30,
      2008 included $14.4 million of net realized losses and $159.1 million of
      unrealized losses on the mark-to-market of derivatives.





**LIQUIDITY
      AND CAPITAL RESOURCES**





Our
      primary sources of liquidity and capital have been issuances of equity
      securities, borrowings under our credit facility and cash flows from operations.
      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 2008,
      we believe that cash on hand, net cash flows generated from operations and
      borrowings under our credit facility 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 additional common
      units through public offerings or private placements, to fund our long-term
      liquidity needs. Our ability to complete future offerings of our common units
      and the timing of these offerings will depend upon various factors including
      prevailing market conditions and our financial condition.





**Available
      Credit Facility**





We
      have a
      $500.0 million senior secured 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 1.0 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, 2008, we were in compliance with all of the facility
      covenants.





16





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.
      The amount of borrowings that we may have outstanding is subject to scheduled
      redeterminations on a semi-annual basis 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. As of
      June
      30, 2008, the borrowing base was $325.0 million.





At
      June
      30, 2008, we had $287.0 million outstanding under the facility.





**Cash
      Flows**





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





**Six Months Ended June 30,****2008**
            
            **2007**Operating
                activities
            
            $
            38,369
            
            $
            21,069Investing
                activities
            
            
            (31,088
            )
            
            (262,046
            )Financing
                activities
            
            
            (2,994
            )
            
            252,403





*Operating
      Activities*





Cash
      flows from operating activities provided $38.4 million and $21.1 million in
      the
      six months ended June 30, 2008 and 2007, respectively. The increase reflects
      our
      significant growth primarily as a result of our acquisitions.





*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, 2008, we spent
      $17.5 million on the Charlotte acquisition and $13.6 million for the development
      of our oil and natural gas properties. During the six months ended June 30,
      2007, we spent $258.9 million for the Michigan, Monroe and Anadarko acquisitions
      and $3.1 million for the development of our oil and natural gas properties.





*Financing
      Activities*





During
      the six months ended June 30, 2008, we borrowed $17.0 million to finance the
      Charlotte acquisition and we paid distributions of $19.9 million to our general
      partners and holders of our common and subordinated units.





During
      the six months ended June 30, 2007, we received net proceeds of $219.9 million
      from our private equity offerings in February and June 2007. From these net
      proceeds, we repaid $196.4 million of borrowings outstanding under our credit
      facility. We borrowed $243.4 million under our credit facility to
      finance the Michigan, Monroe and Anadarko acquisitions. We paid $8.5
      million of distributions to holders of our common and subordinated units. In
      addition, we recorded deemed distributions of $5.8 million related to the
      difference between the purchase price allocations and the amounts paid for
      the
      Michigan and Monroe acquisitions.





**NEW
      ACCOUNTING STANDARDS**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 157, *Fair
      Value Measurements,* to
      provide guidance for using fair value to measure assets and liabilities. SFAS
      No. 157 was to be effective for financial statements issued for fiscal years
      beginning after November 15, 2007, and interim periods within those fiscal
      years; however, in February 2008, the FASB issued FASB Staff Position FAS 157-2, *Effective
      Date of FASB Statement No. 157* ,
      which
      delayed the effective date of SFAS No. 157 for all nonfinancial assets and
      nonfinancial liabilities, except those that are recognized or disclosed at
      fair
      value in the financial statements on a recurring basis, for one year. We adopted
      SFAS No. 157 on January 1, 2008 for our financial assets and financial
      liabilities.





SFAS
      157
      establishes a valuation hierarchy for disclosure of the inputs to valuation
      used
      to measure fair value. This hierarchy prioritizes the inputs into the following
      three levels:





·
            Level
                1 inputs are quoted prices (unadjusted) in active markets for identical
                assets or liabilities.





17





·
            Level
                2 inputs are 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 inputs are unobservable inputs based on our own assumptions used
                to
                measure assets and liabilities at fair value.





A
      financial asset or liability’s classification within the hierarchy is determined
      based on the lowest level input that is significant to the fair value
      measurement.





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, 2008 Using:****Total**
              **Carrying**
              **Value**
            
            **Quoted Prices**
              **in Active**
              **Markets for**
              **Identical**
              **Assets**
              **(Level 1)**
            
            **Significant**
              **Other**
              **Observable**
              **Inputs**
              **(Level 2)**
            
            **Significant**
              **Unobservable**
              **Inputs**
              **(Level 3)**Derivative
                instruments
            
            $
            (177,632
            )
            $
            –
            
            $
            (177,632
            )
            $
            –





Our
      derivative instruments consist of over-the-counter (“OTC”) contracts which are
      not traded on a public exchange.   These derivative instruments are
      indexed to active trading hubs for the underlying commodity, and are OTC
      contracts commonly used in the energy industry and offered by a number of
      financial institutions and large energy companies.





As
      the
      fair value of these derivative instruments is based on inputs using market
      prices obtained from independent brokers or determined using quantitative models
      that use as their basis readily observable market parameters that are actively
      quoted and can be validated through external sources, including third-party
      pricing services, brokers and market transactions, we have categorized these
      derivative instruments as Level 2.





We
      will
      adopt SFAS No. 157 on January 1, 2009 for our nonfinancial assets and
      nonfinancial liabilities, and we have not yet determined the impact, if any,
      on
      our consolidated financial statements.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* .
      SFAS
      No. 159 permits entities to choose to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. Unrealized gains and losses on items for which the fair value
      option has been selected are reported in earnings. SFAS No. 159 also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between entities that choose different measurement attributes for similar types
      of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007. We have elected not to apply the provisions of SFAS
      No.
      159.





In
      December 2007, the FASB issued SFAS No 141 (Revised 2007), *Business
      Combinations* (“SFAS
      No. 141(R)”) to significantly change the accounting for business combinations.
      Under SFAS No. 141(R), an acquiring entity will be required to recognize all
      the
      assets acquired and liabilities assumed in a transaction at the acquisition
      date
      fair value with limited exceptions and will change the accounting treatment
      for
      certain specific items, including:





·
            acquisition
                costs will generally be expensed as
                incurred;





·
            noncontrolling
                interests will be valued at fair value at the date of acquisition;
                and





·
            liabilities
                related to contingent consideration will be recorded at fair value
                at the
                date of acquisition and subsequently remeasured each subsequent reporting
                period.





SFAS
      No.
      141(R) is effective for fiscal years beginning after December 15, 2008. We
      will
      adopt SFAS No. 141(R) on January 1, 2009, and we have not yet determined the
      impact, if any, on our consolidated financial statements.





18





In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements - An Amendment of ARB No.
      51* ,
      to
      establish new accounting and reporting standards for the noncontrolling interest
      in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160
      requires the recognition of a noncontrolling interest (minority interest) as
      equity in the consolidated financial statements and separate from the parent’s
      equity. The amount of net income attributable to the noncontrolling interest
      will be included in consolidated net income on the face of the income statement.
      SFAS No. 160 clarifies that changes in a parent’s ownership interest in a
      subsidiary that do not result in deconsolidation are equity transactions if
      the
      parent retains its controlling financial interest. In addition, SFAS No. 160
      requires that a parent recognize a gain or loss in net income when a subsidiary
      is deconsolidated. SFAS No. 160 also includes expanded disclosure requirements
      regarding the interests of the parent and its noncontrolling interest. SFAS
      No.
      160 is effective for fiscal years beginning after December 15, 2008. We will
      adopt SFAS No. 160 on January 1, 2009, and we have not yet determined the
      impact, if any, on our consolidated financial statements.





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.
      161 requires
      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 will adopt SFAS No. 161 on January 1,
      2009, and we have not yet determined the impact, if any, on our consolidated
      financial statements.





In
      March
      2008, the FASB issued Emerging Issues Task Force 07-04, *Application
      of the Two-Class Method under FASB Statement No. 128, Earnings per Share, to
      Master Limited Partnerships* (“EITF
      07-04”), 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. EITF 07-04 is effective for
      fiscal years beginning after December 15, 2008. We will adopt EITF 07-04 on
      January 1, 2009, and we have not yet determined the impact, if any, on our
      consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 162, *The
      Hierarchy of Generally Accepted Accounting Principles.* SFAS No.
      162 identifies the sources for accounting principles and the framework for
      selecting the principles to be used in preparing financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles (GAAP) in the United States. SFAS No. 162 is
      effective 60 days following the Securities and Exchanges Commission's approval
      of the Public Company Accounting Oversight Board Auditing amendments to AU
      Section 411, *The
      Meaning of Present Fairly in Conformity with Generally Accepted Accounting
      Principles* .





**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.





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, 2007. 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 .





19





**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. As of June 30, 2008,
      we had entered into oil and natural gas derivative instruments with the
      following terms:





**Period
                Covered**
            
            **Index**
            
            **Hedged**
              **Volume**
              **per****Day**
            
            **Weighted**
              **Average**
              **Fixed**
              **Price**
            
            **Weighted**
              **Average**
              **Floor**
              **Price**
            
            **Weighted**
              **Average**
              **Ceiling**
              **Price**Oil (Bbls):Swaps
                – 2008
            
            
            WTI
            
            
            1,354
            
            $
            76.27
            
            
            
            
            $
            $Collar
                – 2008
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.95Swaps
                – 2009
            
            
            WTI
            
            
            1,131
            
            
            75.86Collar
                – 2009
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.90Swaps
                – 2010
            
            
            WTI
            
            
            1,150
            
            
            74.91Swap
                – 2011
            
            
            WTI
            
            
            150
            
            
            98.55Collar
                – 2011
            
            
            WTI
            
            
            1,100
            
            
            
            
            
            110.00
            
            
            166.45Swap
                – 2012
            
            
            WTI
            
            
            150
            
            
            98.25Collar
                – 2012
            
            
            WTI
            
            
            1,000
            
            
            
            
            
            110.00
            
            
            170.85Natural
                Gas (MMBtu):Swaps
                – 2008
            
            
            Dominion
                Appalachia
            
            
            6,500
            
            
            9.07Swaps
                – 2009
            
            
            Dominion
                Appalachia
            
            
            4,400
            
            
            8.79Swaps
                – 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
                – 2008
            
            
            NYMEX
            
            
            4,000
            
            
            8.85Collars
                – 2008
            
            
            NYMEX
            
            
            6,000
            
            
            
            
            
            7.67
            
            
            10.25Swaps
                – 2009
            
            
            NYMEX
            
            
            4,500
            
            
            8.00Collars
                – 2009
            
            
            NYMEX
            
            
            7,000
            
            
            
            
            
            7.79
            
            
            9.50Swaps
                – 2010
            
            
            NYMEX
            
            
            7,500
            
            
            8.44Collar
                – 2010
            
            
            NYMEX
            
            
            1,500
            
            
            
            
            
            7.50
            
            
            10.00Swaps
                – 2011
            
            
            NYMEX
            
            
            8,000
            
            
            8.96Swaps
                – 2012
            
            
            NYMEX
            
            
            8,000
            
            
            9.77Swaps
                – 2008
            
            
            MICHCON_NB
            
            
            3,500
            
            
            8.16Collar
                -2008
            
            
            MICHCON_NB
            
            
            2,000
            
            
            
            
            
            8.00
            
            
            9.55Swaps
                – 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
                – 2008
            
            
            HOUSTON
                SC
            
            
            5,206
            
            
            8.16Swaps
                – 2009
            
            
            HOUSTON
                SC
            
            
            4,320
            
            
            8.29Collar
                – 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
            
            
            11.10Swap
                – 2008
            
            
            EL
                PASO PERMIAN
            
            
            3,000
            
            
            7.23Swap
                – 2009
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.93Swap
                – 2010
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.68Swap
                – 2011
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            9.30Swap
                – 2012
            
            
            EL
                PASO PERMIAN
            
            
            2,000
            
            
            9.21





20





In
      addition, our floating rate credit facility exposes us to risks associated
      with
      changes in interest rates and as such, future earnings are subject to change
      due
      to changes in these interest rates. In June 2008, we entered into four interest
      rate swaps to reduce our risk of changes in interest rates. As of June 30,
      2008,
      we had entered into interest rate swaps with the following terms:





**Period
                Covered**
            
            **Notional**
              **Amount**
            
            **Fixed**
              **Rate**July
                2008 – July 2012
            
            $
            20,000
            
            
            4.248
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.220
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.250
            %July
                2008 – July 2012
            
            
            35,000
            
            
            4.220
            %





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. At June 30, 2008, the fair value associated
      with these derivative agreements was a net liability of $177.6 million.





**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, 2008 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 Securities and Exchange Commission’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, 2008 that has materially
      affected, or is reasonably likely to materially affect, our internal controls
      over financial reporting.





21





**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, 2007.




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,
      2007. 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:





+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





22





**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 11, 2008
            By:
            /s/
                MICHAEL E. MERCERMichael
                E. MercerSenior
                Vice President and Chief Financial
                Officer





23





**EXHIBIT
      INDEX**





+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