UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Date of Report (date of earliest event reported): May 2, 2005

CROSSTEX ENERGY, L.P.

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

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:

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

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

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

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

Item 1.01.Entry into a Material Definitive Agreement.

      Amendment to Long-Term Incentive Plan.

      On May 2, 2005, in accordance with the provisions of the Crosstex Energy GP, LLC Long-Term Incentive Plan (the “Plan”), the Compensation Committee of the Board of Directors of Crosstex Energy GP, LLC, the general partner of Crosstex Energy GP, L.P., the general partner of Crosstex Energy, L.P. (the “Registrant”), approved an amendment to the Plan that increased by 400,000 the aggregate number of the Registrant’s common units representing limited partnership interests available for issuance under the Plan from 1,400,000 to 1,800,000.

      The Plan will continue to permit the grant of awards in the form of restricted units or unit options. Crosstex Energy GP, LLC’s Board of Directors in its discretion may terminate or amend the long-term incentive plan at any time with respect to any units for which a grant has not yet been made. Subject to early termination by Crosstex Energy GP, LLC’s Board of Directors, the Plan will terminate when units are no longer available for awards under the Plan.

      A brief description of the Plan before taking into account the amendment is included in the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2005. The full text of the Plan before taking into account the amendment described herein was filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, which was filed with the SEC on March 25, 2003. A copy of the amendment to the Plan is attached as Exhibit 10.1 to this Current Report and is incorporated by reference herein. The descriptions of the Plan, as amended, contained herein are qualified in their entirety by reference to the full text of the Plan, as amended.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits.

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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: May 4, 2005	By:	/s/ William W. Davis
		William W. Davis Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

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