Tonya Cultice - Director, Investor Relations Stephen R. Brunner - President, Chief Executive Officer Charles C. Ward - Chief Financial Officer

Richard Roy - Citigroup Michael Blum - Wachovia Capital Markets, LLC [Ralph Segal - Segal Bryant & Hammill]

Welcome to Constellation Energy Partners second quarter 2008 earnings call. (Operator Instructions) I will now turn the meeting over to the Director of Investor Relations for Constellation Energy Partners, Tonya Cultice.

Thank you for joining us today as we review our second quarter 2008 results and business outlook. Turning to Slide Two, I’d like to remind you today that our conference will include forward-looking statements which are subject to certain risks and uncertainties. For a complete discussion of these risks we encourage you to read our documents on file with the SEC. Our presentation today is being webcast and the slides are available on our website at www.constellationenergypartners.com. On Slide 3 we will use non-GAAP financial measures in this presentation to help you understand our operating performance. We have attached an Appendix to the slides on the website reconciling non-GAAP measures to GAAP measures. With that I’ll turn the call over to Stephen Brunner, President and Chief Executive Officer of Constellation Energy Partners. Stephen R. Brunner: Thank you for joining us today as we report on second quarter 2008 results and discuss the outlook for the remainder of 2008. After our presentation we will open the call for questions with the assistance of our moderator. With that let me start on Slide 5. We are pleased to report solid results for the second quarter of 2008. We delivered adjusted EBITDA of $20.5 million an increase of 17% over first quarter 2008. We delivered net production of 4.4 bcfe in the second quarter an increase of 10% over first quarter 2008. We are starting to see a gradual improvement in production levels as a result of the ramp up in our 2008 drilling and recompletion activities and continued improvement from wells drilled in our 2006 and 2007 programs. Finally, consistent with last quarter we announced a cash distribution for the second quarter of $0.56 per unit or an annualized $2.25 per unit. We continue to take a disciplined approach to assessing our distribution levels and base our decisions on overall portfolio performance and target coverage ratio. Subsequent to the end of the second quarter we received a favorable ruling in the Torch arbitration proceeding. The ruling keeps in place important pricing terms for a majority of our properties in the Black Warrior Basin and should bring the dispute about the pricing terms to closure. We are pleased with our improving performance in the second quarter and continue to focus on delivering stable and improving performance each quarter. Turning to Slide 6. Before I turn my attention to discussing operations I want to reiterate our strategic focus. Our strategic focus is on stability and future growth which aligns the fundamentals of the business model. From a stability standpoint we focus on cash flow and operations. We intend to deliver on our cash flow stability goals by maintaining financial flexibility and a disciplined management approach. This means we are keenly focused on our financial metrics, our hedging strategy, and our capital decisions. Our increased operational emphasis should support us in delivering on our commitments. We will focus on making decisions that should deliver capital efficient production growth. We look for opportunities to make meaningful field improvements that should extend the life and enhance the value of our assets. We also intend to take advantage of our internal growth potential to drive stable production and supplement potential acquisition growth. Potential growth may be captured from exploiting portfolio opportunities and acquisitions. Leveraging scale, new technologies, and partnership structures are just a few ways we may deliver upside value to further enhance the value of our existing assets. We will also continue to pursue acquisition-driven growth and are prepared to execute on accretive lower risk transactions as they arise. We believe the combination of stability and upside potential creates a strong foundation for the future of the company. I will review operations beginning on Slide 7. But before I begin, I would like to remind you that we’ve included a significant amount of information in the Appendix to provide additional insights into our assets and operations. Starting on Slide 8. During the second quarter we continued the execution of our 2008 drilling program. For the quarter we completed 21 new wells and seven recompletions. On a year-to-date basis we have completed 50 of our estimated 115 to 130 wells and 18 of our estimated 85 to 100 recompletions. An important part of our future performance stems from our in-progress inventory. Our ability to manage work flow and maintain a stable level of in-progress inventory supports our ability to bring wells on line throughout the year while managing the various factors that impact our efforts. At the end of the second quarter we had 50 in-progress wells and recompletions. I will provide some more detail on this in a moment. We saw a gradual increase in production during the second quarter. On our second quarter average rate for daily net production was approximately 48.6 million cubic feet, up from the first coverage average rate of 44.4 million cubic feet. The increase was driven primarily by the addition of the Woodford Shale asset and the return of production in the Cherokee Basin to pre-storm levels. We saw modest benefit from our 2008 wells and continued improvement in our 2007 wells. We continue to focus on attracting and retaining the personnel we need to execute our program. With the recent introduction of a long-term incentive plan for field employees and the opening of our Tulsa office, we believe we are in a more competitive position to fill critical technical positions. We are also making progress on our efforts to develop partnership opportunities. We have been actively engaged in conversations with several experienced well-managed operators and are discussing the possibilities for accelerating development of our coalbed methane, conventional oil and gas, and shale resources. While our drilling program activity and production levels improved in the second quarter, we continue to feel the impact of the delays in our drilling program resulting from inclement weather during the first quarter and ongoing integration challenges. Although we expect to see further improvement in the third and fourth quarters, it seems prudent that we temper our expectations for the full year. We now expect to deliver results at the low end or slightly below the low end of the range for production and adjusted EBITDA. Our focus continues to be on building our organization and improving performance to better position us for the future. Turning to Slide 9. As we noted in May we have completed our Black Warrior drilling program for 2008 with a 100% drilling success. All 15 wells were flowing to sales by the end of April and are producing in line with our expectations. Our Black Warrior team is now focused on the 2009 program. They are selecting the next series of wells and preparing those locations. The team is also assessing potential value creation opportunities that may be included in the 2009 program, such as horizontal drilling. In the Cherokee Basin we completed 15 wells and seven recompletions for the quarter with production results in line with expectations. We ended the quarter with 44 wells and six recompletions in progress. We anticipate the majority of the in-progress inventory to flow to sales by the end of the third quarter. The remainder of the in-progress inventory are step-out locations and we are experiencing infrastructure and land delays. These wells are expected to flow to sales by the end of the year. As we have previously discussed, our plans are dynamic and we make adjustments to the plan with an eye towards capital efficient production growth, performance and achieving our forecast. As such we have added one drilling rig in the Cherokee Basin bringing our total rig count to three drilling and three recompletion and well service rigs for the remainder of the year. We are also evaluating options to shift a small portion of capital spending back to the Black Warrior Basin. If we proceed, we expect the additional wells there to flow to sales by the end of the year. We will continue to monitor our results and make further adjustments as necessary to support delivering on our goals. Moving to Slide 10. Last quarter we introduced our horizontal drilling pilot program during the call and committed to provide quarterly updates on how that pilot is progressing. We continue to be optimistic about the results and believe it is an important technology that could significantly change Cherokee Basin economics. Our pilot program is taking place on the west side of the Cherokee Basin. Last year we completed four horizontal wells which are producing at an average rate of approximately 180 MCFE per day per well, up from the average rate of 166 MCFE per day we reported at the end of the first quarter. We have completed a total of six horizontal wells in 2008, one during the first quarter, two during the second quarter, and three during July. Overall these are producing at an average rate of approximately 128 MCFE per day. The horizontal we completed during the first quarter has improved from 120 MCFE per day to 178 MCFE per day. We currently have two more horizontal wells in progress which we anticipate to flow by the end of the third quarter. We are experiencing favorable results from the completed wells. Initial production is in line with our expectations and is showing improvement with time as you can see from the change in the 2007 well performance. Costs to complete the wells are also in line with expectations. To better highlight the upside potential of horizontal drilling we plotted the expected average monthly production curve for our vertical and horizontal wells on the west side of the Cherokee Basin. Based on our actual pilot results for the initial five wells, the estimated monthly production rate for horizontal wells appears to be significantly higher than traditional vertical well performance. Estimated ultimate recovery rates also appear to be significantly higher. We believe the preliminary results for the additional 2008 wells tend to support these estimates. Based on current pilot program results we continue to include up to 30 horizontal wells in the program for 2008. With that I will turn the call over to Chuck to discuss our financial results and outlook. Charles C. Ward: On Slide 12 we start with the second quarter financial highlights. During the second quarter we continue to focus on maintaining financial flexibility. We improved our quarterly coverage ratio to just over 1.0 times, up from the first quarter coverage ratio of 0.7 times. We continue to target a distribution coverage ratio of 1.1 to 1.3 times with a preference toward maintaining a coverage ratio at the higher end of that range. Based on our assessment of current performance and the forecast, we anticipate having a year-end adjusted EBITDA and coverage ratio at the low end or slightly below the low end of our target range. As you’ll recall our coverage ratio along with the overall portfolio performance and market outlook plays a key role in our quarterly evaluation of distribution levels. Based upon the strength of our current assets, we would expect to recommend to our Board of Managers maintaining our current distribution level for the third quarter. We also benefited from our efforts to reduce costs during the second quarter. Second quarter LOE per MCFE a component of overall operating expense was $2.08 per unit, down 7% from the $2.24 per MCFE in the first quarter and in line with the 2008 forecast run rate of $1.90 to $2.10 we provided in May. We also expanded the borrowing base of our reserve base credit facilities from $240 million to $265 million. Our current debt level of $219 million leaves us with access of up to $46 million of funding on the current borrowing base and we continue to remain comfortably within the debt covenants. Our performance in each of these areas demonstrates our commitment to financial flexibility and continuous improvement. Turning to Slide 13. Although the recent ruling on the termination of the Torch Energy Royalty Trust took place after the second quarter end, we’d like to summarize the issue and provide some clarity on the outcome and next steps. The Torch Energy Royalty Trust terminated on January 29, 2008. The Trust termination also led to the termination of the gas purchase contract which contained the pricing mechanism for calculating net profit interest payments or NPI to the Trust, resulting in economic uncertainty for the majority of our properties in the Black Warrior Basin. In January 2008 a dispute arose over whether the termination of the gas purchase contract also terminated the price sharing arrangement and related pricing terms. We requested binding arbitration to clarify that the pricing mechanism would remain in effect. Trust Ventures who according to SEC filings owns or controls about 75% of the Trust units was permitted to intervene and it and its affiliates agreed to be bound by the final award in the arbitration. Arbitration began on June 16 and concluded with the issuance of a ruling on July 18. The arbitration panel ruled that the price sharing arrangement and other pricing terms of the terminated gas purchase contract remain in place and will burden the NPI for the life of the NPI. The favorable ruling keeps in place important pricing terms that impact the economics for a majority of our properties in the Black Warrior Basin. In the past the price sharing arrangement and related pricing terms have had the effect of keeping payments to the Trust significantly lower than if the NPI were calculated using prevailing market price for production from the applicable wells. As far as the next steps, the Trustee is required to proceed with the sale of the NPIs held by the Trust as a result of the Trust termination. On the appeals front, we believe the Federal Arbitration Act governed the proceedings and as such, we believe there are very limited grounds for appeal which we think would not be applicable. Under the Act any requests for appeal must be filed prior to October 16, 2008. We believe this decision should bring to disclosure the dispute that is both contractually and financially important for our company and provides further support for delivering cash flow stability and future growth to our investors. Turning to Slide 14. This slide shows our second quarter 2008 results in comparison to second quarter 2007 results. As you recall, our second quarter 2007 results reflect only the Black Warrior assets and the EnergyQuest acquisition from its closing date of April 23. Our 2008 results reflect performance of the Black Warrior and Cherokee Basin assets and the Woodford Shale. Production for the second quarter was up 146% from second quarter 2007. The revenue from gas sales was up 157%, operating expenses were up 183%, and adjusted EBITDA which excludes non-cash items was up 108%. The primary driver to these variances relates to the addition of two more Cherokee Basin assets during the third quarter of 2007, continued stable performance from the Black Warrior assets, and higher realized commodity prices. Although important, given the growth of our portfolio over the last12 months we realize this comparison makes it difficult to interpret performance. Turning to Slide 15. This chart shows our second quarter 2008 performance in comparison to our first quarter 2008 performance. We may not always discuss this comparison during earnings since changes in our asset base may skew the comparisons. In this instance we believe our asset base remains substantially consistent through the timeframe. Production was up 9% from the first quarter 2008 primarily from the addition of assets from our Woodford Shale acquisition along with maintaining stable production in the Black Warrior Basin and returning production to pre-storm levels in the Cherokee Basin. Gas sales were up 20% over the first quarter driven by slightly higher volumes and higher realized commodity prices. Included in total revenues for the quarter was about $15 million of mark-to-market losses associated with hedges that are not being accounted for using cash flow hedge accounting. This accounting treatment, which is required under FAS 133, does not impact adjusted EBITDA although it will impact the timing of earnings recognition. Operating expense per unit which includes lease operating expenses, production taxes, and G&A increased 3% during the second quarter to $3.59 per MCFE. This increase was primarily driven by significantly higher production taxes which are determined based on prevailing market prices rather than the hedge prices and slightly higher G&A on a per unit basis. We were able to offset a portion of the increase through lower LOEs. The $2.2 million in cost of sales for the second quarter is associated with gather and provided for third parties which has associated revenues included in gas sales. For modeling purposes the cost of sales and corresponding revenues tend to offset one another. Improvements in production and gas sales resulted in a 17% improvement in second quarter adjusted EBITDA. This comparison demonstrates the improved performance we delivered during the second quarter. Turning to Slide 16. This chart provides a summary of our hedge positions as of June 30. As you recall the goal of our hedging program is to promote cash flow stability and drive sustainability for the portfolio. It is important to remember that we must manage the business through the full commodity cycle, so although we are informed by price our approach to hedging does not meaningfully change with price movements. This is aimed at promoting sustainability through both rising and falling commodity price markets. The need for a disciplined approach to hedging in today’s volatile commodity market is best illustrated by looking at the movements in the recent exchange price for natural gas since our IPO in November 2006. You can see from the chart on the left that there has been a significant downward shift on the forward curve for natural gas just since the end of the second quarter. To better manage the risk of price volatility in the second quarter we entered into basis hedges to complement existing NYMEX swaps on our Cherokee Basin volumes. Further, we layered in additional NYMEX swaps for 2008 to 2013. Our hedges were executed at prices that improved our existing weighted average prices while taking advantage of the increased natural gas prices in a disciplined manner. For the balance of 2008 we have a high percent of our estimated production volumes hedged at $8.39. This assures us a fixed price for the majority of our estimated production and leaves us providing a combination of cash flow stability and nominal upside opportunity. It is worth noting, given market conditions and the increasing focus on the liquidity impact of hedging programs, that we’re able to use our reserves under our reserve base credit facilities as collateral and are therefore not required to post additional collateral. We will continue to monitor the market performance and evaluate our hedging options throughout the course of the year. Turning to Slide 17. This table summarizes our 2008 forecast and our performance for the first half of the year along with the percent achieved in each category based on the mid-point of our forecast. This should provide further clarity as to how our performance fills in over the course of the year. We have approximately 55% of our capital program remaining for the year driven primarily by the slower start on capital activities in the Cherokee Basin. As Stephen indicated, we’re deploying a third drilling rig in the Cherokee Basin and are considering shifting capital to the Black Warrior Basin. Therefore we still anticipate full-year capital spending in line with the forecast. In May we issued a revised forecast range for operating expenses adjusting for increasing costs and one-time expenses we encountered during the first quarter attributed to weather and field realignment. We continue to remain comfortable that our current operating expense forecast is appropriate and achievable. Although our drilling program activity and production levels improved during the second quarter we continue to experience the impact of delays in our drilling program resulting from inclement weather and ongoing integration challenges. While we expect to see further improvement in the third and fourth quarters, it seems prudent that we temper our expectations for the full year. We currently anticipate delivering results at the low end or slightly below the low end of the production forecast range of 17 to 20 bcfe and our adjusted EBITDA forecast range of $94 million to $105 million. However, based upon the current strength of our assets we would expect to recommend to the Board of Managers maintaining our annualized cash distribution for the third quarter at the $2.25 per unit level. With that I’ll turn the call back over to Stephen. Stephen R. Brunner: We will wrap up today with a few key takeaways on Slide 18. First, we have assembled a portfolio of high-quality assets appropriate for the MLP model. These assets provide stable long-life production along with low risk low cost program opportunities which allow us to overcome the production decline inherent in a depleting asset. These assets also provide organic upside for the portfolio both from moderate increases driven by our own program efforts and from partnership opportunities that may exist on our acreage. Next, we continue to be opportunistic in our efforts to grow the portfolio through accretive low risk acquisitions focused on MLP appropriate assets. Lastly, our disciplined approach to managing the business should allow us to deliver on our commitments. Our focus on financial flexibility and risk mitigation should allow us to sustain the business throughout the full commodity cycle. Our increased focus on operational efficiency should allow us to take advantage of the opportunities in our assets and drive capital efficient production growth while maintaining and improving our cost structure. Although our outlook for the full year has changed, the value proposition for our assets and our focus has not. We have maintained our current production levels in the Black Warrior and Cherokee Basins despite the delays in our drilling program with a reduced level of capital expenditures giving us confidence in the value of our assets. Most importantly, we remain focused on delivering steady and improving performance each quarter and are committed to achieving our objectives of delivering cash-flow stability and future growth for our investors. With that I’ll wrap it up and turn the call over to the moderator for questions and answers.

(Operator Instructions) Our first question comes from Richard Roy - Citigroup. Richard Roy - Citigroup: As it relates to the integration issues, it seems to me that in Q1 a lot of the items were one time. If you could just give us a little bit more color on what’s carried over and give some more color on what the integration issues are exactly. And then you mentioned that the gas purchase contracts are burdened for the life of the NPI. Is the life of the NPI until you stop producing on these wells or is it indefinite? Stephen R. Brunner: I’ll handle the first part of that and then let Chuck handle the Torch related question. With regard to ongoing integration issues, really when we put these companies together we lost some technical knowledge, that’s geological engineering and also some land expertise, with the ability to exercise our program. We have closed that knowledge gap. We’ve ramped up activity significantly on the west side of our property base, the Amvest acquisition, because we can’t retain most of the key technical people. Where we have been slow in ramping up activity is actually on the east side, that’s the Newfield and EnergyQuest acquisitions. We have significant activity planned there. We are ramping up that activity. So the ongoing integration issues don’t relate to the weather or to any of the initial problems we saw. It’s simply closing the knowledge gap on the east side and ramping up our activity in that area. I guess just a little perspective, because of the nature of our asset activity that we undertake in a quarter really impacts production in the next two quarters. So if you think about where we were in Q4 2007 and Q1 2008, there was very little activity. We started ramping that activity up and so there’s actually a delay in production as you can imagine from taking it from a very low activity profile to what is now a growing and active activity profile. Everything we do through Q3 impacts production in that given year. You need to think of Q4 as actually activity which builds and helps us achieve our goals for the following year. What you’ll see different this year from perhaps the last cycle is that we will be busy in Q4 and Q1; we have the equipment, the people in place, we’ve closed and our closing the knowledge gap; and so we will be working through Q4 and Q1 which will have a significant impact on 2009. With that I’ll turn it over to Chuck. Charles C. Ward: For the NPI, it’s pretty simple. As long as the wells are producing, the NPI burdens the wells and then accordingly the price sharing is in place. So it is kind of a forever. Richard Roy - Citigroup: I just have one follow up for Stephen. I know it’s hard to estimate, but how far away would you say you are to closing the knowledge gap? Stephen R. Brunner: I can’t put a specific number on it. What we’re still looking for in terms of people, although we’ve made some critical hires and we’ve made a lot of progress, we’d still like to add a little help in engineering, geological, and on the land side. Of particular note as you look at our score card, we’re significantly behind on recompletions. That’s because we’ve had to basically come up the learning curve on the east side and we’re doing that. It’s not that the asset quality isn’t there. We absolutely believe in it. But we’ve been slow to ramp up activity because we aren’t going to go spend capital unless we’re confident that we’re going to achieve an efficient return on that investment. So I think we’re closing the gap. You’ve noticed the increase in activity and that activity pace will not only continue but we think increase. So in general terms, I think we’ve turned the corner on this.

Our next question comes from Michael Blum - Wachovia Capital Markets, LLC. Michael Blum - Wachovia Capital Markets, LLC: Just to jump on to Richard’s question, how much of the challenges you faced in the quarter were weather versus integration challenges if you will, if you could break it out percentage-wise? Stephen R. Brunner: I think the best way I could describe that is about half and half. Obviously with the significant 100-year ice storm in Oklahoma not only did we have production that went down because the electrical grid was overloaded and we had to repair that, but as you can imagine with that kind of an event it’s also slow to get activity back up and running while you’re working on repairs. I would say at least half of the slowdown was the fact that we had to make some personnel changes to employ tactics to achieve our overall plan. That’s been done; activities ramped up and we’re well on our way to performing at a level that we think is acceptable. So I think it was about half related to a weather event that we hope we don’t see again for another 100 years and half of that to our integration issues which we’re closing the gap on those. Michael Blum - Wachovia Capital Markets, LLC: If I recall correctly, in your last quarterly conference call which was I think in early May, at the time you said you were running at 52 million cubic feet a day. So I’m just curious what happened from there in terms of the progression of the production that got you to your actual number for the second quarter and the second part of that is, where are you running today from a production standpoint? Stephen R. Brunner: The numbers we quoted weren’t the financial numbers. I keep up with on a daily basis what we are producing out there so that I can have a feel for if we’re gaining ground or not. And again I think it’s around the 50 million cubic foot per day range for all the assets. But of course what really matters is what happens in the financials and we report on those on a quarterly basis. The increase in production from Q1 to Q2 on an average basis you noticed was approximately the same as the production contribution from the Woodford acquisition. The thing that I think is important to note though is that even though we had a delayed drilling and completion program, the rest of the asset base not only did we return from the problem we had with the weather-related issues in the Cherokee Basin but with a limited capital investment and delayed drilling program, the rest of the asset base held firm. It held flat. And that’s what gives us a lot of confidence that we do have a good value proposition here. Our challenge has been to get the organization moving so we can deliver on our commitments. Michael Blum - Wachovia Capital Markets, LLC: I just want to get your thoughts on the acquisition market right now. Is that something that you guys are actively pursuing or is it fair to say that this year you’re pretty much focused on getting your prior acquisitions running smoothly? Stephen R. Brunner: I think of us as an opportunistic acquisition company. It’s not that we don’t look for the right opportunities, but given the credit markets and given the commodity prices and given the fact that we needed to integrate and get our current owned acquisitions up and running and in light, our focus this year is quite frankly on integrating and executing. But to try to achieve that 3% to 5% internal growth that we think we have the ability to do with this asset base, but it’s also focusing on leveraging the assets we have. We have actively engaged with well-managed good operators in the area discussing potential farm-out type opportunities which will accelerate value to our MLP while limiting our capital requirements to achieve that. So really this year we’re going to be opportunistic; we will always look for MLP appropriate assets that we think we can acquire that are accretive; but really it’s getting our current asset base in order and focusing on the potential partnerships to unlock some of this value.

Our next question comes from [Ralph Segal - Segal Bryant & Hammill]. [Ralph Segal - Segal Bryant & Hammill]: I notice you do a great deal of hedging on the revenue line in terms of your production. How are you grappling with the pressure then that you’re feeling on higher operating costs down in the operating expense line? Once your margins are adjusted for the integration and the slow production from the weather, where do your margins normalize out if you’re getting squeezed on your operating costs? Charles C. Ward: I think the way to think about that is a lot of these hedges and some of the early hedges that were put on this year were anticipation of current PDP levels in the forecast. Before I think there was a little bit of a volume push back there, so what you’re going to see us do as we increase the volume and the activities ramp up in the field, you won’t necessarily see us hedging at such a high percentage to reflect that vice squeeze in the field to allow that to flow a little bit more timely with what’s happening actually out in the market. [Ralph Segal - Segal Bryant & Hammill]: Are you finding that your costs of either hiring people or getting equipment are materially higher than you might have thought when you were doing the budget last year? Stephen R. Brunner: There is no question with the run-up in the commodity prices and the market for personnel in this energy sector that we felt pressures from services, supplies and people. And yes it probably was higher than we expected when we looked forward for 2008 from the budget. I can tell you what we will do is we’ll plan on escalated costs for 2009 as we plan our budget and really the best thing we can do to counteract that is to spend our capital efficiency and to get our volumes up. That cures a lot of the pressure you feel from cost escalation.

Currently at this time there are no further questions. Stephen R. Brunner: Thank you very much for joining us today and we look forward to reporting to you next quarter.