**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form 10-Q**








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





**For
      the quarterly period ended March 31, 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
x 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
                filer x
            
            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
x





As
      of May
      5, 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
            
            19Item
                4. Controls and Procedures
            
            19PART
                II. OTHER INFORMATIONItem
                1. Legal Proceedings
            
            20Item
                1A. Risk Factors
            
            20Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            20Item
                3. Defaults Upon Senior Securities
            
            20Item
                4. Submission of Matters to a Vote of Security Holders
            
            20Item
                5. Other Information
            
            20Item
                6. Exhibits
            
            20Signatures
            
            22




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)***





**March
                31,**
            
            **December
                31,****2008**
            
            **2007****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            18,056
            
            $
            10,220Accounts
                receivable:Oil,
                natural gas and natural gas liquids revenues
            
            
            20,746
            
            
            18,658Related
                party
            
            
            3,230
            
            
            3,656Other
            
            
            275
            
            
            15Derivative
                asset
            
            
            -
            
            
            1,762Prepaid
                expenses and other current assets
            
            
            445
            
            
            594Total
                current assets
            
            
            42,752
            
            
            34,905Oil
                and natural gas properties, net of accumulated depreciation, depletion
                and
              amortization;
                March 31, 2008, $39,256; December 31, 2007, $30,724
            
            
            567,560
            
            
            570,398Other
                property, net of accumulated depreciation and amortization;
              March
                31, 2008, $251; December 31, 2007, $239
            
            
            212
            
            
            225Other
                assets
            
            
            1,945
            
            
            2,013Total
                assets
            
            $
            612,469
            
            $
            607,541**LIABILITIES
                AND OWNERS’ EQUITY**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            13,376
            
            $
            12,113Deferred
                revenues
            
            
            -
            
            
            1,122Derivative
                liability
            
            
            39,580
            
            
            5,232Total
                current liabilities
            
            
            52,956
            
            
            18,467Asset
                retirement obligations
            
            
            19,649
            
            
            19,463Long-term
                debt
            
            
            270,000
            
            
            270,000Share-based
                compensation liability
            
            
            720
            
            
            1,507Long-term
                derivative liability
            
            
            19,317
            
            
            15,074Commitments
                and contingenciesOwners’
                equity:Common
                unitholders - 11,881,939 units and 11,839,439 units issued and
              outstanding
                as of March 31, 2008 and December 31, 2007, respectively
            
            
            257,639
            
            
            282,676Subordinated
                unitholders - 3,100,000 units issued and outstanding as of
              March
                31, 2008 and December 31, 2007
            
            
            (12,357
            )
            
            (5,488
            )General
                partner interest
            
            
            3,006
            
            
            4,245Accumulated
                other comprehensive income
            
            
            1,539
            
            
            1,597Total
                owners’ equity
            
            
            249,827
            
            
            283,030Total
                liabilities and owners’ equity
            
            $
            612,469
            
            $
            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**
              **March
                31,****2008**
            
            **2007**Revenues:Oil,
                natural gas and natural gas liquids revenues
            
            $
            44,528
            
            $
            10,040Gain
                on derivatives, net
            
            
            58
            
            
            747Transportation
                and marketing-related revenues
            
            
            3,171
            
            
            1,220Total
                revenues
            
            
            47,757
            
            
            12,007Operating
                costs and expenses:Lease
                operating expenses
            
            
            9,162
            
            
            2,306Cost
                of purchased natural gas
            
            
            2,612
            
            
            1,109Production
                taxes
            
            
            2,022
            
            
            373Asset
                retirement obligations accretion expense
            
            
            298
            
            
            91Depreciation,
                depletion and amortization
            
            
            8,544
            
            
            2,032General
                and administrative expenses
            
            
            3,453
            
            
            1,602Total
                operating costs and expenses
            
            
            26,091
            
            
            7,513Operating
                income
            
            
            21,666
            
            
            4,494Other
                expense, net:Interest
                expense
            
            
            (3,758
            )
            
            (943
            )Loss
                on mark-to-market derivatives, net
            
            
            (42,576
            )
            
            (6,245
            )Other
                income, net
            
            
            68
            
            
            92Total
                other expense, net
            
            
            (46,266
            )
            
            (7,096
            )Loss
                before income taxes
            
            
            (24,600
            )
            
            (2,602
            )Income
                taxes
            
            
            (72
            )
            
            -Net
                loss
            
            $
            (24,672
            )
            $
            (2,602
            )General
                partner’s interest in net loss
            
            $
            (493
            )
            $
            (52
            )Limited
                partners’ interest in net loss
            
            $
            (24,179
            )
            $
            (2,550
            )Net
                loss per limited partner unit:Common
                units (basic and diluted)
            
            $
            (1.61
            )
            $
            (0.28
            )Subordinated
                units (basic and diluted)
            
            $
            (1.61
            )
            $
            (0.28
            )Weighted
                average limited partner units outstanding:Common
                units (basic and diluted)
            
            
            11,875
            
            
            5,938Subordinated
                units (basic and diluted)
            
            
            3,100
            
            
            3,100





See
      accompanying notes to unaudited condensed consolidated financial statements.




3


**EV
        Energy Partners, L.P.**
 **Condensed
        Consolidated Statements of Cash Flows**
 ***(In
        thousands)***
 ***(Unaudited)***





**Three
                Months Ended**
              **March
                31,****2008**
            
            **2007**Cash
                flows from operating activities:Net
                loss
            
            $
            (24,672
            )
            $
            (2,602
            )Adjustments
                to reconcile net loss to net cash flows provided by
              operating
                activities:Asset
                retirement obligations accretion expense
            
            
            298
            
            
            91Depreciation,
                depletion and amortization
            
            
            8,544
            
            
            2,032Share-based
                compensation cost
            
            
            475
            
            
            196Amortization
                of deferred loan costs
            
            
            69
            
            
            27Unrealized
                loss on derivatives, net
            
            
            40,294
            
            
            7,695Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (1,921
            )
            
            1,020Prepaid
                expenses and other current assets
            
            
            148
            
            
            117Other
                assets
            
            
            -
            
            
            (285
            )Accounts
                payable and accrued liabilities
            
            
            799
            
            
            726Deferred
                revenues
            
            
            (1,122
            )
            
            -Net
                cash flows provided by operating activities
            
            
            22,912
            
            
            9,017Cash
                flows from investing activities:Acquisition
                of oil and natural gas properties
            
            
            -
            
            
            (160,944
            )Development
                of oil and natural gas properties
            
            
            (5,341
            )
            
            (1,897
            )Net
                cash flows used in investing activities
            
            
            (5,341
            )
            
            (162,841
            )Cash
                flows from financing activities:Debt
                borrowings
            
            
            -
            
            
            163,600Repayment
                of debt borrowings
            
            
            -
            
            
            (96,500
            )Deferred
                loan costs
            
            
            -
            
            
            (153
            )Proceeds
                from private equity offering
            
            
            -
            
            
            100,000Offering
                costs
            
            
            -
            
            
            (70
            )Distributions
                paid
            
            
            (9,735
            )
            
            (3,100
            )Distributions
                related to acquisitions
            
            
            -
            
            
            (5,801
            )Net
                cash flows (used in) provided by financing activities
            
            
            (9,735
            )
            
            157,976Increase
                in cash and cash equivalents
            
            
            7,836
            
            
            4,152Cash
                and cash equivalents - beginning of period
            
            
            10,220
            
            
            1,875Cash
                and cash equivalents - end of period
            
            $
            18,056
            
            $
            6,027





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 March 31, 2008, we had 0.2 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.





During
      the three months ended March 31, 2008 and 2007, we recognized compensation
      cost
      of $0.5 million and $0.2 million, respectively, related to our phantom units.
      These costs are included in “General and administrative expenses” in our
      condensed consolidated statement of operations.





During
      the three months ended March 31, 2008, 42,500 phantom units vested and were
      converted to common units at a fair value of $1.3 million.





As
      of
      March 31, 2008, there was $4.6 million of total unrecognized compensation
      cost related to nonvested phantom units which is expected to be recognized
      over
      a weighted average period of 2.3 years.




5


**EV
        Energy Partners, L.P.**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements
        (continued)**


**NOTE
      3. ACQUISITIONS**





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 these acquisitions 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**
              **March
                31,****2007**Revenues
            
            $
            40,699Net
                income
            
            
            5,383Net
                income per limited partner unit:Basic
            
            $
            0.58Diluted
            
            $
            0.58





6





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


**Notes
      to Unaudited Condensed Consolidated Financial Statements
      (continued)**


**NOTE
      4. RISK MANAGEMENT**





Our
      business activities expose us to risks associated with changes in the market
      price of oil and natural gas. 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 March 31, 2008,
      we
      had entered into 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
            
            
            1,206
            
            $
            72.46
            
            $
            
            
            $Collar
                - 2008
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.95Swaps
                - 2009
            
            
            WTI
            
            
            981
            
            
            71.78Collar
                - 2009
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.90Swaps
                - 2010
            
            
            WTI
            
            
            1,000
            
            
            71.16Natural
                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
            
            
            8.69Swaps
                - 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
            
            
            10.00Swap
                - 2011
            
            
            NYMEX
            
            
            5,000
            
            
            8.47Swaps
                - 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
            
            
            8.34Swaps
                - 2008
            
            
            HOUSTON
                SC
            
            
            5,300
            
            
            8.17Swaps
                - 2009
            
            
            HOUSTON
                SC
            
            
            4,320
            
            
            8.28Collar
                - 2010
            
            
            HOUSTON
                SC
            
            
            3,500
            
            
            
            
            
            7.25
            
            
            9.55Swap
                - 2008
            
            
            EL
                PASO PERMIAN
            
            
            3,000
            
            
            7.23Swap
                - 2009
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.93Swap
                - 2010
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.68





At
      March
      31, 2008, the fair value associated with these derivative instruments was a
      net
      liability of $58.9 million.





As
      of
      March 31, 2008, we had accumulated other comprehensive income (“AOCI”) of $1.5
      million related to derivative instruments where we removed the hedge
      designation. During the three months ended March 31, 2008 and 2007, we
      reclassified $0.1 million and $0.7 million, respectively, from AOCI to “Gain on
      derivatives, net” and we anticipate that $1.5 million will be reclassified from
      AOCI during the next nine months.





During
      the three months ended March 31, 2008 and 2007, we recorded unrealized losses
      of
      $40.4 million and $8.4 million, respectively, on the change in fair value of
      our
      derivative instruments in “Loss on
      mark-to-market derivatives, net. ”
In
      addition, we recorded net realized (losses) gains of $(2.2) million and $2.2
      million during the three months ended March 31, 2008 and 2007, respectively,
      related to settlements of our derivative instruments in “Loss on mark-to-market
      derivatives, net.”





7


**EV
        Energy Partners, L.P.**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements
        (continued)**


**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
            
            
            298Revisions
                in estimated cash flows
            
            
            (112
            )Balance
                as of March 31, 2008
            
            $
            19,781





The
      current portion of our ARO is included in “Accounts payable and accrued
      liabilities” on our condensed consolidated balance sheet.





**NOTE
      6. LONG-TERM DEBT**





As
      of
      March 31, 2007, 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 March 31, 2008, we were in compliance with all of the facility
      covenants.





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 5.58% at March 31, 2008).





Borrowings
      under the facility may not exceed a “borrowing base” determined by the lenders
      under the facility based on our oil and natural gas reserves. As of March 31,
      2008, the borrowing base under the facility was $275.0 million. The borrowing
      base was increased to $325.0 million in April 2008. 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
      March
      31, 2008, we had $270.0 million outstanding under the facility.





**NOTE
      7. COMMITMENTS AND CONTINGENCIES**





**Litigation**





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.





**Environmental
      Matters**





Our
      past
      and present operations include activities which are subject to extensive
      domestic (including U.S. federal, state and local) environmental regulations
      with regard to air and water quality and other environmental matters. Our
      environmental procedures, policies and practices are designed to ensure
      compliance with existing laws and regulations and to minimize the possibility
      of
      significant environmental damage.





We
      expense environmental costs if they relate to an existing condition caused
      by
      past operations and do not contribute to current or future revenue generation.
      Liabilities are recorded when site restoration and environmental remediation
      and
      cleanup obligations are either known or considered probable and can be
      reasonably estimated. Recoveries of environmental costs through insurance,
      indemnification arrangements or other sources are included in other assets
      to
      the extent such recoveries are considered probable. We did not incur any
      material environmental expenses during the three months ended March 31, 2008
      or
      2007. In addition, we had no accrual for environmental liabilities as of March
      31, 2008 or December 31, 2007.




8


**EV
        Energy Partners, L.P.**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements
        (continued)**


**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 is to be paid on May 15, 2008 to
      unitholders of record at the close of business on May 8, 2008.





**NOTE
      9. COMPREHENSIVE LOSS**





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





**Three
                Months Ended**
              **March
                31,****2008**
            
            **2007**Net
                loss
            
            $
            (24,672
            )
            $
            (2,602
            )Other
                comprehensive loss:Reclassification
                adjustment into earnings
            
            
            (58
            )
            
            (747
            )Comprehensive
                loss
            
            $
            (24,730
            )
            $
            (3,349
            )





**NOTE
      10. NET LOSS PER LIMITED PARTNER UNIT**





We
      calculate net loss 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 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 per limited partner unit is determined by
      dividing net loss, 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 allocation in accordance with EITF
      03-06:




**Three
                Months Ended**
              **March
                31,****2008**
            
            **2007**Net
                loss
            
            $
            (24,672
            )
            $
            (2,602
            )Less
                general partner’s 2% interest in net loss
            
            
            493
            
            
            52Net
                loss available for limited partners
            
            $
            (24,179
            )
            $
            (2,550
            )Weighted
                average common units outstanding (basic and diluted)Common
                units (basic and diluted)
            
            
            11,875
            
            
            5,938Subordinated
                units (basic and diluted)
            
            
            3,100
            
            
            3,100Net
                loss per limited partner unit (basic and diluted)
            
            $
            (1.61
            )
            $
            (0.28
            )








9


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


**Notes
      to Unaudited Condensed Consolidated Financial Statements
      (continued)**


**NOTE
      11. RELATED PARTY TRANSACTIONS**





Pursuant
      to an omnibus agreement, we paid EnerVest $1.2 million and $0.4 million in
      the
      three months ended March 31, 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) .





W e
      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. During the three
      months ended March 31, 2008 and 2007, we reimbursed EnerVest $2.2 million and
      $0.8 million, 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).





**NOTE
      12. OTHER SUPPLEMENTAL INFORMATION**





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





**Three
                Months Ended**
              **March
                31,****2008**
            
            **2007**Supplemental
                cash flows information:Cash
                paid for interest
            
            $
            4,046
            
            $
            379Cash
                paid for income taxes
            
            
            -
            
            
            -Non-cash
                transactions:Costs
                for development of oil and natural gas properties in accounts payable
              and
                accrued liabilities
            
            
            464
            
            
            (8
            )





**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.




10


**EV
        Energy Partners, L.P.**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements
        (continued)**


·
            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 March 31, 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
            
            $
            (58,897
            )
            $
            -
            
            $
            (58,897
            )
            $
            -





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.




11




**EV
        Energy Partners, L.P.**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements
        (continued)**




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.





**NOTE
      14. SUBSEQUENT EVENT**





In
      April
      2008, we entered into a definitive purchase and sale agreement to acquire oil
      properties in South Central Texas for $18.0 million. The acquisition, which
      is
      expected to close by the end of May 2008, is subject to customary closing
      conditions and purchase price adjustments. W e
      plan to
      finance the acquisition with borrowings under our credit facility.





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
      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 Investments, L.P. (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
      March 31, 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**
              **March
                31,****2008**
            
            **2007**Production
                data:Oil
                (MBbls)
            
            
            93
            
            
            31Natural
                gas liquids (MBbls)
            
            
            124
            
            
            -Natural
                gas (MMcf)
            
            
            3,617
            
            
            1,158Net
                production (MMcfe)
            
            
            4,916
            
            
            1,346Average
                sales price per unit:Oil
                (Bbl)
            
            $
            95.63
            
            $
            54.53Natural
                gas liquids (Bbl)
            
            
            60.65
            
            
            -Natural
                gas (Mcf)
            
            
            7.78
            
            
            7.19Average
                unit cost per Mcfe:Production
                costs:Lease
                operating expenses
            
            $
            1.86
            
            $
            1.71Production
                taxes
            
            
            0.41
            
            
            0.28Total
            
            
            2.27
            
            
            1.99Depreciation,
                depletion and amortization
            
            
            1.74
            
            
            1.51General
                and administrative expenses
            
            
            0.70
            
            
            1.19





**Revenues**





O il,
      natural gas and natural gas liquids revenues for the three months ended March
      31, 2008 totaled $44.5 million, an increase of $34.5 million compared with
      the
      three months ended March 31, 2007. This increase was primarily the result of
      (i)
      an increase of $31.8 million related to the oil and natural gas properties
      that
      we acquired in the 2007 acquisitions, (ii) an increase of $2.3 million related
      to increased prices for oil, natural gas liquids and natural gas and (iii)
      an
      increase of $0.4 million related to increased production.





Transportation
      and marketing-related revenues for the three months ended March 31, 2008
      increased $2.0 million compared with the three months ended March 31, 2007
      primarily due to transportation and marketing-related revenues from the Monroe
      acquisition.




14




Lease
      operating expenses for the three months ended March 31, 2008 increased $6.9
      million compared with the three months ended March 31, 2007 primarily as the
      result the
      oil
      and natural gas properties that we acquired in the 2007 acquisitions. Lease
      operating expenses per Mcfe were $1.86 in the three months ended March 31,
      2008
      compared with $1.71 in the three months ended March 31, 2007. This increase
      is
      primarily the result of the 2007 acquisitions having lease operating expenses
      of
      $1.91 per Mcfe for the three months ended March 31, 2008.





The
      cost
      of purchased natural gas for the three months ended March 31, 2008 increased
      $1.5 million compared with the three months ended March 31, 2007 primarily
      due
      to costs from the Monroe acquisition .





Production
      taxes for the three months ended March 31, 2008 increased $1.6 million compared
      with the three months ended March 31, 2007 primarily as the result of production
      taxes associated with the oil and natural gas properties that we acquired in
      the
      2007 acquisitions. Production taxes for the three months ended March 31, 2008
      were $0.41 per Mcfe compared with $0.28 per Mcfe for the three months ended
      March 31, 2007. This increase is primarily the result of the 2007 acquisitions
      having production taxes of $0.45 per Mcfe for the three months ended March
      31,
      2008.





Depreciation,
      depletion and amortization for the three months ended March 31, 2008 increased
      $6.5 million compared with the three months ended March 31, 2007 primarily
      due
      to the oil and natural gas properties that we acquired in the 2007 acquisitions.
      Depreciation, depletion and amortization for the three months ended March 31,
      2008 was $1.74 per Mcfe compared with $1.51 per Mcfe for the three months ended
      March 31, 2007. This increase is primarily due to the oil and natural gas
      properties that we acquired in the 2007 acquisitions having depreciation,
      depletion and amortization of $1.82 per Mcfe for the three months ended March
      31, 2008.





General
      and administrative expenses for the three months ended March 31, 2008 totaled
      $3.5 million, an increase of $1.9 million compared with the three months ended
      March 31, 2007. This increase is primarily the result of (i) an increase of
      $0.8
      million of fees paid to EnerVest under the omnibus agreement, (ii) an increase
      of $0.4 million in accounting costs, (iii) an increase of $0.4 million in
      compensation cost related to our phantom units and (iv) an overall increase
      in
      costs related to our significant growth. General and administrative expenses
      were $0.70 per Mcfe in the three months ended March 31, 2008 compared with
      $1.19
      per Mcfe in the three months ended March 31, 2007.





Due
      to
      fluctuations in the commodity market, loss on mark-to-market derivatives, net
      for the three months ended March 31, 2008 included $2.2 million of net realized
      losses and $40.4 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 March 31, 2008, we were in compliance with all of the facility
      covenants.





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 under the facility 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.




15




At
      March
      31, 2008, we had $270.0 million outstanding under the facility.





**Cash
      Flows**





Cash
      flows provided by (used in) type of activity were as follows for the three
      months ended March 31, 2008 and 2007:





**Three
                Months Ended**
              **March
                31,****2008**
            
            **2007**Operating
                activities
            
            $
            22,912
            
            $
            9,017Investing
                activities
            
            
            (5,341
            )
            
            (162,841
            )Financing
                activities
            
            
            (9,735
            )
            
            157,976





*Operating
      Activities*





Cash
      flows from operating activities provided $22.9 million and $9.0 million in
      the
      three months ended March 31, 2008 and 2007, respectively. The increase reflects
      our significant growth as a result of the 2007 acquisitions.





*Investing
      Activities*





Our
      principal recurring investing activity is the acquisition and development of
      oil
      and natural gas properties. During the three months ended March 31, 2008, we
      spent $5.3 million for the development of our oil and natural gas properties.
      During the three months ended March 31, 2007, we spent $160.9 million for the
      Michigan acquisition and the Monroe acquisition and $1.9 million for the
      development of our oil and natural gas properties.





*Financing
      Activities*





During
      the three months ended March 31, 2008, we paid distributions of $9.7 million
      to
      our general partners and holders of our common and subordinated
      units.





During
      the three months ended March 31, 2007, we received net proceeds of $99.9 million
      from our private equity offering in February 2007. From these net proceeds,
      we
      repaid $96.5 million of borrowings outstanding under our credit facility. We
      borrowed $163.6 million under our credit facility to finance the Michigan
      acquisition and the Monroe acquisition and paid distributions of $3.1 million
      to
      our general partner and holders of our common and subordinated units. In
      addition, as we acquired oil and natural gas properties in the Michigan
      acquisition and the Monroe acquisition from institutional partnerships managed
      by EnerVest, we carried over the historical costs related to EnerVest’s
      interests and applied purchase accounting to the remaining interests and
      recorded deemed distributions of $5.8 million related to the difference between
      the purchase price allocations and the amounts paid for the Michigan acquisition
      and the Monroe acquisition.





**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:




16




·
            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 March 31, 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
            
            $
            (58,897
            )
            $
            -
            
            $
            (58,897
            )
            $
            -





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.




17




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.





**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 .




18


**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





We
      are
      exposed to certain market risks that are inherent in our financial statements
      that arise in the normal course of business. We may enter into derivative
      financial instrument transactions to manage or reduce market risk, but do not
      enter into derivative financial instrument transactions for speculative
      purposes.





**Commodity
      Price Risk**





Our
      major
      market risk exposure is to oil and natural gas prices, which have historically
      been volatile. As such, future earnings are subject to change due to changes
      in
      these prices. Realized prices are primarily driven by the prevailing worldwide
      price for oil and regional spot prices for natural gas production. We have
      used,
      and expect to continue to use, energy financial instruments to reduce our risk
      of changes in the prices of oil and natural gas. Pursuant to our risk management
      policy, we engage in these activities as a hedging mechanism against price
      volatility associated with pre-existing or anticipated physical oil and natural
      gas to protect their profit margins.





As
      of
      March 31, 2008, we had entered into derivative instruments for oil and natural
      gas 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
            
            
            1,206
            
            $
            72.46
            
            $
            
            
            $Collar
                - 2008
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.95Swaps
                - 2009
            
            
            WTI
            
            
            981
            
            
            71.78Collar
                - 2009
            
            
            WTI
            
            
            125
            
            
            
            
            
            62.00
            
            
            73.90Swaps
                - 2010
            
            
            WTI
            
            
            1,000
            
            
            71.16Natural
                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
            
            
            8.69Swaps
                - 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
            
            
            10.00Swap
                - 2011
            
            
            NYMEX
            
            
            5,000
            
            
            8.47Swaps
                - 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
            
            
            8.34Swaps
                - 2008
            
            
            HOUSTON
                SC
            
            
            5,300
            
            
            8.17Swaps
                - 2009
            
            
            HOUSTON
                SC
            
            
            4,320
            
            
            8.28Collar
                - 2010
            
            
            HOUSTON
                SC
            
            
            3,500
            
            
            
            
            
            7.25
            
            
            9.55Swap
                - 2008
            
            
            EL
                PASO PERMIAN
            
            
            3,000
            
            
            7.23Swap
                - 2009
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.93Swap
                - 2010
            
            
            EL
                PASO PERMIAN
            
            
            2,500
            
            
            7.68





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 March 31, 2008, the fair value associated
      with these derivative instruments was a net liability of $58.9 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 March 31, 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.


19




**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 March 31, 2008 that has materially
      affected, or is reasonably likely to materially affect, our internal controls
      over financial reporting.








**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.




20




+32
      .1  Section 1350
      Certification of Chief Executive Officer





+32.2  Section
      1350 Certification of Chief Financial Officer


________________


+
      Filed
      herewith





21


**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:
              May 9, 2008
            By:
            /s/ MICHAEL E.
              MERCERMichael
              E. MercerSenior
              Vice President and Chief Financial
              Officer


22




**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