- --------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of report (date of earliest event reported): August 10, 2004

                              CROSSTEX ENERGY, L.P.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                    000-50067                   16-1616605
(State of incorporation      (Commission file number)        (I.R.S. employer
    or organization)                                      identification number)

     2501 CEDAR SPRINGS, SUITE 600
               DALLAS, TX                                         75201
(Address of principal executive offices)                        (Zip code)

       Registrant's telephone number, including area code: (214) 953-9500

- --------------------------------------------------------------------------------



ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   Exhibits

      Pursuant to the rules and regulations of the Securities and Exchange
Commission, the attached Exhibit 99.1 and the information set forth therein are
deemed to be furnished pursuant to Item 12 hereof and shall not be deemed to be
"filed" under the Securities Exchange Act of 1934.

         EXHIBIT
         NUMBER                    DESCRIPTION
         ------                    -----------
         99.1               --     Press Release dated August 10, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On August 10, 2004, Crosstex Energy, L.P. (the "Registrant") issued a
press release announcing its financial results for the three-month period ended
June 30, 2004. The Registrant hereby incorporates by reference into this Item 12
the information set forth in its press release, dated August 10, 2004, a copy of
which is included as an exhibit to this Current Report. Pursuant to the rules
and regulations of the Securities and Exchange Commission, such exhibit and the
information set forth therein and herein are deemed to be furnished and shall
not be deemed to be "filed" under the Securities Exchange Act of 1934.


                                       2


                                   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 hereunto duly authorized.

                               CROSSTEX ENERGY, L.P.

                               By: Crosstex Energy GP, L.P., its General Partner

                               By: Crosstex Energy GP, LLC, its General Partner

Date: August 10, 2004          By: /s/ William W. Davis
                                   ---------------------------------------------
                                   William W. Davis
                                   Executive Vice President and
                                   Chief Financial Officer


                                       3


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                    DESCRIPTION
- ------                    -----------
99.1                --    Press Release dated August 10, 2004


                                       4