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                                  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): October 27, 2004

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


            DELAWARE                     000-50067                16-1616605
- -------------------------------   ------------------------   -------------------
(State or Other Jurisdiction of   (Commission File Number)     (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

     2501 CEDAR SPRINGS, SUITE 600
              DALLAS, TEXAS                                         75201
- ----------------------------------------                     -------------------
(Address of Principal Executive Offices)                          (Zip Code)

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

        _________________________________________________________________
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01. Regulation FD Disclosure.

      The Registrant  hereby  incorporates  by reference into this Item 7.01 the
information  set forth in its press  release,  dated October 27, 2004, a copy of
which is included  as an exhibit to this  Current  Report.  In  accordance  with
General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01
and in the attached  exhibit are deemed to be furnished  and shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits.

      In accordance  with General  Instruction  B.2 of Form 8-K, the information
set forth in the attached  exhibit are deemed to be  furnished  and shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act.

      EXHIBIT
      NUMBER             DESCRIPTION
      -------            -----------

      99.1        --     Press release dated October 27, 2004.


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                                   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: October 27, 2004         By: /s/ William W. Davis
                                   ---------------------------------------------
                                   William W. Davis
                                   Executive Vice President and
                                   Chief Financial Officer


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                                INDEX TO EXHIBITS

EXHIBIT
NUMBER             DESCRIPTION
- ------             -----------

99.1       --      Press Release dated October 27, 2004


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