AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP

Legacy Announces Year End and Fourth Quarter 2006 Results

MIDLAND, Texas, Mar 20, 2007 (PrimeNewswire via COMTEX News Network) — Legacy Reserves LP (“Legacy”) (NASDAQ: LGCY ), today announced preliminary, unaudited annual and fourth quarter results for 2006.

Cary Brown, Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy, said, “We are excited to have had a successful IPO in early January 2007 that enabled us to repay all of our outstanding debt which makes the full borrowing capacity of $130 million available for working capital and potential acquisitions. We have been active since the IPO executing our development program, completing five wells since the beginning of the year with two rigs now running. In addition, we continue to evaluate potential acquisitions.”

Summary of Year End and Fourth Quarter 2006 Results

This unaudited financial information is preliminary and is subject to adjustments in connection with the final audited financial statements to be released on or about March 28, 2007 within Legacy’s Annual Report on Form 10-K. Legacy was formed in October 2005 to own and operate the oil and gas properties it acquired from its Founding Investors in connection with the closing of a private equity offering on March 15, 2006. Inasmuch as certain assets owned by the Founding Investors were acquired by Legacy on March 15, 2006, the results of operations from these acquired assets are excluded from the first 73 days of the 2006 annual reporting period. On January 18, 2007, Legacy closed its initial public offering of 6,900,000 units.

Net income for the year ended December 31, 2006 totaled $4.8 million, or $0.29 basic and diluted earnings per unit, while a loss of $1.9 million, or ($0.10) basic and diluted earnings per unit, was recorded for the quarter ended December 31, 2006. Results were negatively impacted by impairment charges of $16.1 million and $7.5 million, respectively, related to the decrease in oil and natural gas prices. Impairment expense is a non-cash charge to earnings which does not affect our ability to make our expected cash distributions. Net income for both the year and quarter ended December 31, 2006 was favorably impacted by $10.0 million and $2.3 million, respectively, of unrealized gains on our oil and natural gas swaps, as the fair value of our future derivative instruments was marked to market.

Adjusted EBITDA is defined in our revolving credit facility as net income (loss) plus interest expense; depletion, depreciation, amortization and accretion; impairment of long-lived assets; (gain) loss on sale of partnership investment; (gain) loss on sale of assets; equity in (income) loss of partnerships; and unrealized (gain) loss on oil and natural gas swaps. Adjusted EBITDA totaled $36.0 million and $11.3 million for the year and quarter ended December 31, 2006, respectively. (See “Non-GAAP Financial Measures” and the associated tables for a discussion of management’s use of Adjusted EBITDA in this release.)

Financial and Operating Results:

Production

     Net oil and natural gas production averaged 3,058 Boe per day for the year ended December 31, 2006, which increased to an average of 3,625 Boe per day in the quarter ended December 31, 2006. Legacy’s increased production has resulted primarily from its acquisition of oil and natural gas properties in the third quarter of 2006 and from new wells drilled and completed in the third and fourth quarters of 2006 as part of its 2006 capital program.

Revenues and Realized Prices

For the year ended December 31, 2006 oil and natural gas sales were $59.8 million. Revenues, including realized and unrealized gains on our oil and natural gas swaps of $9.7 million, totaled $69.5 million. Realized losses on oil and natural gas swaps totaled $0.3 million, which included a $4.0 million payment to terminate oil swaps, a form of hedges, for the calendar periods of 2007 and 2008. Legacy simultaneously re-entered into oil swaps at the higher prevailing market swap prices for the same volumes and periods.

Realized oil prices, excluding hedge settlements, were $60.55 and $55.33 per barrel for the year and quarter ended December 31, 2006, respectively. Realized natural gas prices were $6.57 and $6.03 per Mcf excluding hedging settlements, respectively. Including the effects of realized gains on our oil swaps (including the $4.0 million swap termination payment), realized oil prices were $51.65 and $56.32 per barrel for the year and quarter ended December 31, 2006, respectively. Including the effects of realized gains on our natural gas swaps, realized natural gas prices were $9.48 and $8.84 per Mcf for the year and quarter ended December 31, 2006, respectively. Hedges, all of which are in the form of swaps, covered approximately 89% of Legacy’s production at a weighted average NYMEX price of $63.64 per Boe. Legacy’s realized prices are less than NYMEX due to quality and location differentials. The stated results are inclusive of natural gas basis swaps that we use to improve the effectiveness of our natural gas swaps.

Production Costs

Production costs totaled $15.9 million ($14.28 per Boe) and $5.8 million ($17.33 per Boe) for the year and quarter ended December 31, 2006, respectively. The increase in production costs per Boe is consistent with industry-wide costs increases, particularly those related to oil operations that require lifting produced oil and water or involve enhanced recovery processes.

Depletion, Depreciation and Amortization (DD&A)

DD&A expense for the year ended December 31, 2006 totaled $18.4 million, or $16.48 per Boe, while DD&A expense was $5.7 million, or $17.07 per Boe for the quarter ended December 31, 2006. Under the successful efforts method of accounting, Legacy calculates DD&A on an individual producing field basis. Changes in reserve estimates and in the timing and amount of abandonment cost estimates as well as changes in the timing and amount of development projects of one or two fields can cause variations in the aggregate DD&A rate.

Impairment

We incurred impairment expense related to our oil and natural gas properties of $16.1 million for the year ended December 31, 2006, of which $7.5 million occurred in the quarter ended December 31, 2006. Impairment expense is a non-cash charge to earnings which does not affect our ability to make our expected cash distributions. The impairment expense reflects the downward movement in oil prices from $73.92 per barrel at June 30, 2006 to $61.05 per barrel at December 31, 2006 and natural gas prices from $6.06 per MMBtu at June 30, 2006 to $5.62 per MMBtu at September 30, 2006.

General and Administrative Expenses (G&A)

G&A expenses for the year ended December 31, 2006 totaled $3.7 million ($3.31 per Boe), and the quarter ended December 31, 2006 totaled $0.4 million ($1.28 per Boe). When compared to the quarter ended December 31, 2006, we expect accounting, legal and professional fees to be higher in the quarter ending March 31, 2007 due to the 2006 tax return preparation and financial audit processes.

Reserves

Total proved reserves attributable to the properties contributed to Legacy and acquired by Legacy were 18.8 million Boe as of December 31, 2006. The standardized measure of discounted cash flows was $240.6 million as of December 31, 2006 based on year-end 2006 NYMEX prices of $61.05 per barrel of oil (WTI) and $6.30 per MMBtu of natural gas (Henry Hub).

Oil and Natural Gas Derivative Instruments

We have entered into the following fixed price swaps for oil and natural gas to help hedge the risk of changing commodity prices. As of March 19, 2007, we had entered into swap agreements to receive average NYMEX West Texas Intermediate oil and Henry Hub natural gas prices as summarized below: