Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Brown Cary D
2. Date of Event Requiring Statement (Month/Day/Year)
01/11/2007
3. Issuer Name and Ticker or Trading Symbol
LEGACY RESERVES L P [LGCY]
(Last)
(First)
(Middle)
303 W. WALL STREET, SUITE 1600
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIDLAND, TX 79701
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Units representing limited partner interests 6,747,718 (1)
I
See Footnotes (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Unit Options (right to buy)   (4) 07/17/2011 Units 20,000 $ 17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Cary D
303 W. WALL STREET
SUITE 1600
MIDLAND, TX 79701
  X   X   Chief Executive Officer  

Signatures

Steven H. Pruett, as attorney-in-fact for Cary D. Brown 01/11/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported units for purposes of Section 16 or any other purpose.
(2) On March 15, 2006, in connection with the formation transactions of Legacy Reserves LP ("Legacy"), Moriah Properties, Ltd. ("Moriah Properties"), an entity owned and controlled by Mr. Cary D. Brown and Mr. Dale A. Brown, received 7,334,070 units in exchange for oil and natural gas properties and related assets. Mr. Cary D. Brown and Mr. Dale A. Brown share voting and investment power over the units held by Moriah Properties. On March 15, 2006, Legacy redeemed 1,470,527 units of the 7,334,070 units held by Moriah Properties, leaving Moriah Properties with 5,863,543 units.
(3) As a result of his ownership interest in Moriah Properties, Mr. Cary D. Brown also indirectly beneficially owns an additional 884,175 units through Moriah Properties' interest in MBN Properties LP, which holds 3,162,483 units. This assumes that the 3,162,483 units held by MBN Properties LP will be distributed to the partners of MBN Properties LP, including 884,175 units to Moriah Properties. Mr. Cary D. Brown beneficially owns all of the units held or beneficially owned by Moriah Properties.
(4) 20,000 options were granted on July 17, 2006. According to the terms of the award, the unit options granted vest annually in equal increments over a three-year period beginning March 15, 2007.
 
Remarks:
Chief Executive Officer and Chairman of the Board of Legacy Reserves GP, LLC, the general partner of Legacy Reserves LP

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