Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McGraw Kyle A
   2. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES LP [LGCY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP Business Development
(Last)
(First)
(Middle)
303 W. WALL STREET, SUITE 1400		 3. Date of Earliest Transaction (Month/Day/Year)
12/27/2007
(Street)

MIDLAND, TX 79701		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Units representing limited partner interests 12/27/2007   J(1)   146,928 A $ 0 1,018,924 I See Footnotes (2) (3) (4) (5) (6) (7)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McGraw Kyle A
303 W. WALL STREET
SUITE 1400
MIDLAND, TX 79701		       Exec VP Business Development  

Signatures

 /s/ Steven H. Pruett, as attorney-in-fact for Kyle A. McGraw   12/31/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects pro rata distributions of units to the partners of each of Brothers Production Properties, Ltd. ("Brothers Properties") and MBN Properties LP ("MBN Properties") resulting in the aggregate distribution of 146,928 units to Kyle A. McGraw Family Holdings, Ltd. Mr. McGraw previously reported having a pecuniary interest in such units.
(2) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these units in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or for any other purpose.
(3) Mr. McGraw currently has a pecuniary interest in 871,995 units through his interest in Brothers Properties, Brothers Production Company, Inc. ("Brothers Production") and Brothers Operating Company, Inc. ("Brothers Operating").
(4) Following pro rata distributions by MBN Properties to its partners on December 27, 2007, Brothers Properties directly owns 2,356,197 units and indirectly beneficially owns 383,417 units through its interest in MBN Properties, which holds 2,642,438 units.
(5) Following pro rata distributions by MBN Properties to its partners on December 27, 2007, Brothers Production directly owns 167,989 units and indirectly beneficially owns an additional 18,371 through its interest in MBN Properties.
(6) Following pro rata distributions by MBN Properties to its partners on December 27, 2007, Brothers Operating directly owns 31,897 units and indirectly beneficially owns an additional 4,079 units through its interest in MBN Properties.
(7) Brothers Production, in its capacity as the general partner of Brothers Properties, is deemed to beneficially own the 2,356,197 units held by Brothers Properties.
 
Remarks:
Executive Vice President - Business Development and Land of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP.

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