EXHIBIT 99.2

Unaudited Pro Forma Consolidated Financial Statements

The accompanying unaudited pro forma consolidated financial statements for Crosstex Energy, L.P. (“the Partnership”) as of June 30, 2009, and for the six months ended June 30, 2009 and the year ended December 31, 2008 are presented in accordance with Article 11 of Regulation S-X. The Partnership sold its assets located in Mississippi, Alabama and south Texas (referred to as “Midstream Assets”) on August 6, 2009 for cash consideration of approximately $218.0 million which represents the purchase price of $220.0 million adjusted for working capital and purchase price adjustments provided for in the purchase agreement. In addition, the Partnership sold all of its Treating segment assets (referred to as “Treating Assets”), other than 5 treating plants used in the Partnership’s continuing midstream operations, on October 1, 2009 for cash consideration of approximately $266.0 million. The unaudited pro forma condensed consolidated balance sheet assumes the Partnership’s dispositions of its Midstream Assets and Treating Assets had occurred as of June 30, 2009. The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2009 reflects the pro forma adjustments as though the Treating Asset disposition had occurred on January 1, 2009. The Midstream Assets sold were included in discontinued operations in the historical financial information for the six months ended June 30, 2009 so no pro forma adjustments were needed for income from continuing operations. The pro forma consolidated statement of operations for the year ended December 31, 2008 reflects the pro forma adjustments as though the dispositions of the Midstream Assets and Treating Assets had occurred on January 1, 2008. The Partnership will recognize a gain on sale of approximately $98.1 million attributable to the Midstream Asset sale and approximately $85.0 million attributable to the Treating Asset sale based on estimated net proceeds. These gains are not reflected as a pro forma adjustment since they do not have a continuing impact to operations. Net cash proceeds of $212.0 million and $258.1 million related to the Midstream Asset and Treating Asset sales, respectively, were used to repay long-term indebtedness.

The historical financial information included in the column titled “Crosstex Energy, L.P.” for the six months ended June 30, 2009 was derived from the Partnership’s financial statements included in its Form 10-Q for the quarter ended June 30, 2009 and, with respect to the statement of operations, only includes the portion through “loss from continuing operations.”

The historical financial information included in the column titled “Crosstex Energy, L.P.” for the year ended December 31, 2008 was derived from the Partnership’s financial statements included in its Form 10-K for the year ended December 31, 2008 and only includes the portion through “loss from continuing operations.” The historical financial information has been recast to attribute net income to non-controlling interest in accordance with FASB ASC 810-10-65-1. In addition, the net income (loss) per limited partners’ unit has been adjusted to conform with the requirements of FASB ASC 260-10-45-60 which requires unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents to be treated as participating securities as defined in FASB ASC 260-10-20.

The unaudited pro forma consolidated financial information is based on assumptions that the Partnership believes are reasonable under the circumstances and are intended for informational purposes only. Actual results may differ from the estimates and assumptions used. They are not necessarily indicative of the financial results that would have occurred if this disposition had taken place on the dates indicated, nor are they indicative of future results.

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of June 30, 2009

(In Thousands)

		Crosstex				Pro Forma
		Energy, L.P.				Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	869			$	7,987	(a)		$	12,216
							3,360	(b)
Accounts and notes receivable, net			211,128				(11,656	)(b)			199,472
Fair value of derivative assets			8,196				—				8,196
Natural gas and natural gas liquids, prepaid expenses and other			15,205				(98	)(b)			15,107
Assets held for sale			169,345				(169,345	)(a)			—
Total current assets			404,743				(169,752	)			234,991
Property and equipment, net of accumulated depreciation of $218,647			1,415,454				(146,097	)(b)			1,269,357
Fair value of derivative assets			7,553				—				7,553
Intangible assets, net of accumulated amortization			559,483				(5,793	)(b)			553,690
Goodwill			19,673				(19,673	)(b)			—
Other assets, net			16,951				(4,120	)(c)			12,831
Total assets		$	2,423,857			$	(345,435	)		$	2,078,422
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities:
Accounts payable, drafts payable and accrued gas purchases		$	143,537			$	(550	)(b)		$	142,987
Fair value of derivative liabilities			21,696				—				21,696
Current portion of long-term debt			24,412				—				24,412
Other current liabilities			60,182				(2,189	)(b)			57,993
Liabilities of assets held for sale			46,876				(46,876	)(a)			—
Total current liabilities			296,703				(49,615	)			247,088
Long-term debt			1,318,637				(211,978	)(a)			848,560
							(258,099	)(b)
Obligations under capital lease			24,608				(2,887	)(b)			21,721
Deferred tax liability			8,310				—				8,310
Fair value of derivative liabilities			18,372				—				18,372
Commitments and contingencies			—				—				—
Partners’ equity including non-controlling interest			757,227				97,496	(a)			934,371
							83,768	(b)
							(4,120	)(c)
Total liabilities and equity		$	2,423,857			$	(345,435	)		$	2,078,422

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2009

(In Thousands Except Unit Data And Per Unit Data)

		Crosstex				Pro Forma
		Energy, L.P.				Adjustments				Pro Forma
Revenues:
Midstream		$	700,257			$	—			$	700,257
Treating			28,204				(28,204	)(d)			—
Profit on energy trading activities			2,141				—				2,141
Total revenues		$	730,602				(28,204	)			702,398
Operating costs and expenses:
Midstream purchased gas			555,351				—				555,351
Operating expenses			64,589				(8,882	)(d)			55,707
General and administrative			28,342				(777	)(d)			27,565
Gain on sale of property			(594	)			50	(d)			(544	)
Gain on derivatives			(5,051	)			—				(5,051	)
Depreciation and amortization			65,313				(5,644	)(d)			(59,669	)
Total operating costs and expenses			707,950				(15,253	)			692,697
Operating income			22,652				(12,951	)			9,701
Other income (expense):
Interest expense, net			(48,400	)			9,858	(e)			(38,542	)
Loss on extinguishment of debt			(4,669	)			—				(4,669	)
Other income			121				—				121
Total other expense			(52,948	)			9,858				(43,090	)
Loss from continuing operations before non-controlling interest and income taxes			(30,296	)			(3,093	)			(33,389	)
Income tax (provision)			(1,150	)			274	(f)			(876	)
Net loss from continuing operations			(31,446	)			(2,819	)			(34,265	)
Less: Net income from continuing operations attributable to the non-controlling interest			41				—				41
Net loss from continuing operations attributable to Crosstex Energy, L.P.		$	(31,487	)		$	(2,819	)		$	(34,306	)
General partner interest in net income from continuing operations including incentive distribution rights		$	(2,007	)						$	(2,063	)
Limited partners’ interest in net loss from continuing operations attributable to Crosstex Energy, L.P.		$	(29,480	)						$	(32,243	)
Net income (loss) from continuing operations per limited partners’ unit:
Basic and diluted common unit		$	(1.34	)						$	(1.40	)
Basic and diluted senior subordinated series D unit		$	8.85							$	8.85
Weighted-average units outstanding:
Basic and diluted common units			47,189								47,189
Basic and diluted senior subordinated series D units			3,875								3,875

CROSSTEX ENERGY, L.P.

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2008

(In Thousands Except Unit Data And Per Unit Data)

		Crosstex				Pro Forma
		Energy, L.P.				Adjustments				Pro Forma
Revenues:
Midstream		$	4,838,747			$	(1,766,101	)(g)		$	3,072,646
Treating			64,953				(16,338	)(g)			—
							(48,615	)(d)
Profit on energy trading activities			3,349				—				3,349
Total revenues			4,907,049				(1,831,054	)			3,075,995
Operating costs and expenses:
Midstream purchased gas			4,471,308				(1,701,635	)(g)			2,769,673
Treating purchased gas			14,579				(14,579	)(g)			—
Operating expenses			169,048				(21,662	)(g)			125,760
							(21,626	)(d)
General and administrative			71,005				(161	)(g)			68,864
							(1,980	)(d)
Gain on sale of property			(1,519	)			19	(g)			(946	)
							554	(d)
Gain on derivatives			(12,203	)			3,584	(g)			(8,619	)
Impairment			30,436				(1,064	)(d)			29,372
Depreciation and amortization			131,187				(12,349	)(g)			107,521
							(11,317	)(d)
Total operating costs and expenses			4,873,841				(1,782,216	)			3,091,625
Operating income			33,208				(48,838	)			(15,630	)
Other income (expense):
Interest expense, net			(102,675	)			13,284	(h)			(73,497	)
							15,894	(e)
Other income			27,757				(12	)(g)			27,745
Total other expense			(74,918	)			29,166				(45,752	)
Loss from continuing operations before non-controlling interest and income taxes			(41,710	)			(19,672	)			(61,382	)
Income tax provision			(2,765	)			396	(f)			(2,369	)
Net loss from continuing operations			(44,475	)			(19,276	)			(63,751	)
Less: Net income from continuing operations attributable to the non-controlling interest			(311	)			—				(311	)
Net loss from continuing operations attributable to Crosstex Energy, L.P.		$	(44,786	)		$	(19,276	)		$	(64,062	)
General partner interest in net income including incentive distribution rights		$	25,304							$	24,919
Limited partners’ interest in net loss attributable to Crosstex Energy, L.P.		$	(70,090	)						$	(88,981	)
Net income (loss) from continuing operations per limited partners’ unit:
Basic and diluted common unit		$	(4.46	)						$	(4.90	)
Basic and diluted senior subordinated series C unit		$	9.44							$	9.44
Weighted-average units outstanding:
Basic and diluted common units			42,330								42,330
Basic and diluted senior subordinated series C units			12,830								12,830

Notes to Unaudited Pro Forma Consolidated Financial Statements

Pro Forma Adjustment Explanations