Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
May 10, 2005
069932.0106
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| Attention: | Ms. Lily Dang Division of Corporation Finance |
Re:
|
Form 10-K of Crosstex Energy, L.P. for the fiscal year ended December 31, 2004, File No. 000-50067 |
Dear Ms. Dang:
Reference is made to the Securities and Exchange Commission (“SEC”) letter dated May 9, 2005 (the “SEC Letter”) regarding the SEC’s comments to the Annual Report on Form 10-K of Crosstex Energy, L.P. (the “Registrant”) for the fiscal year ended December 31, 2004, File No. 000-50067, which letter requested the Registrant’s response within 10 business days. Pursuant to our telephone discussion this morning, this letter confirms our agreement that the Registrant has until June 3, 2005 to respond to the SEC Letter.
Please contact me at 214.953.6634 should you have any questions in connection with the foregoing.
| Very truly yours, |
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| /s/ Douglass M. Rayburn | ||||
| Douglass M. Rayburn | ||||
cc: William W. Davis