EXHIBIT 99.2

Crosstex Energy, L. P.
Unaudited Pro Forma Combined Financial Statements

Introduction

     The following are our unaudited combined pro forma balance sheet as of September 30, 2005, and our unaudited combined pro forma statements of operations for the year ended December 31, 2004 and the nine months ended September 30, 2005.

     The unaudited pro forma combined balance sheet assumes that the following transactions occurred on September 30, 2005:

	•		the acquisition (the “El Paso Acquisition”) of CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L.L.C. from subsidiaries of El Paso Corporation for $486.4 million and direct acquisition costs of $3.5 million;
	•		borrowings under our amended credit facility of $382.8 million to finance the El Paso Acquisition and $5.5 million of fees to amend our credit facility;
	•		our offering of 2,850,165 Senior Subordinated Series B Units for net proceeds of $107.1 million, including a $2.1 million capital contribution from our general partner, the proceeds of which were used to finance the El Paso Acquisition.

     Our unaudited pro forma combined statements of operations for the year ended December 31, 2004 and the nine months ended September 30, 2005 reflect the aforementioned transactions as if each such transaction occurred as of January 1, 2004. Our unaudited pro forma combined statement of operations for the year ended December 31, 2004 reflects our previously disclosed April 2004 acquisition of LIG Pipeline Company and Subsidiaries ("LIG") as if the transaction occurred on January 1, 2004.

     The pro forma balance sheet and the pro forma statements of operations were derived by adjusting the historical financial statements of Crosstex Energy, L. P. The adjustments are based on currently available information and, therefore, the actual adjustments may differ from the pro forma adjustments.

     The pro forma statements of operations have also been derived from El Paso’s historical accounting records and are presented on a carve-out basis to include the historical operations applicable to CFS Louisiana Midstream Company and El Paso Dauphin Island Company, L. L. C. The historical statements of direct revenues and expenses for El Paso vary from an income statement in that they do not show certain expenses that were incurred in connection with El Paso’s and its subsidiaries’ ownership of the acquired companies, including general and administrative expenses and income taxes. These costs were not separately allocated to the acquired companies and any pro forma allocation would not be a reliable estimate of what these costs would actually have been had the acquired companies been operated historically as stand-alone entities. In addition, these allocations, if made using historical general and administrative structures and tax burdens, would not produce allocations that would be indicative of the acquired companies’ historical performance due to greatly different size, structure, operations, and accounting of El Paso Corporation and its subsidiaries.

     Full separate financial statements prepared in accordance with generally accepted accounting principles are not presented because the information necessary to prepare such statements is neither readily available on an individual property basis nor practicable to obtain in these circumstances.

     However, management believes that the adjustments provide a reasonable basis for presenting the significant effects of the acquisition from El Paso Corp. and the other transactions. The unaudited pro forma financial statements do not purport to present the financial position or results of operations of Crosstex Energy, L. P. had the El Paso Acquisition or the other transactions actually been completed as of the dates indicated. Moreover, the statements do not project the financial position or results of operations of Crosstex Energy, L. P. for any future date or period.

CROSSTEX ENERGY, L.P.
Unaudited Pro Forma Combined Balance Sheet
September 30, 2005
(In thousands, except unit data)

		Crosstex				Pro Forma
		Historical				Adjustments				Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		$	3,055				—			$	3,055
Accounts and notes receivable, net:
Trade, accrued revenues, and other			332,006			$	60,522	(a)			392,528
Related party			373				—				373
Fair value of derivative assets			18,458				—				18,458
Prepaid expenses, natural gas in storage and other			5,854				31,264	(a)			37,118
Total current assets			359,746				91,786				451,532
Property and equipment, net of accumulated depreciation			370,405				245,500	(a)			615,905
Fair value of derivative assets			9,132				—				9,132
Intangible assets, net of accumulated amortization			4,650				245,500	(a)			250,150
Goodwill, net of accumulated amortization			6,568				—				6,568
Other assets, net			4,290				5,524	(a)			9,814
Total assets		$	754,791			$	588,310			$	1,343,101
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable, drafts payable, and accrued gas purchases		$	346,976			$	84,710	(a)		$	431,686
Fair value of derivative liabilities			32,532				—				32,532
Current portion of long-term debt			4,168				—				4,168
Other current liabilities			17,300				8,151	(a)			25,451
Total current liabilities			400,976				92,861				493,837
Senior Notes Payable			110,882				—				110,882
Notes Payable — Banks			65,000				388,356	(a)			453,356
Notes Payable — Other			600				—				600
Long-term debt			176,482				388,356				564,838
Deferred tax liability			7,720				—				7,720
Minority interest in subsidiary			4,663				—				4,663
Fair value of derivative liabilities			3,432				—				3,432
Partners’ equity:
Common unit holders			103,473								103,473
Subordinated unit holders			16,933				—				16,933
Senior subordinated unit holders			49,921				104,950	(a)			154,871
General partner			5,374				2,143	(a)			7,517
Accumulated other comprehensive income			(14,183	)			—				(14,183	)
Total Partners’ equity			161,518				107,093				268,611
Total liabilities and partners’ equity		$	754,791			$	588,310			$	1,343,101

See accompanying notes to unaudited pro forma financial statements

CROSSTEX ENERGY, L.P.
Unaudited Pro Forma Combined Statement of Operations
Year Ended December 31, 2004
(In thousands, except per unit data)

		Crosstex											Pro Forma
		Historical			LIG				El Paso				Adjustments				Pro Forma
Revenues:
Midstream		$	1,948,021		$	201,280			$	330,381				—			$	2,479,682
Treating			30,755							—				—				30,755
Profit on Commercial Services activities			2,228							—				—				2,228
Total revenues			1,981,004			201,280				330,381				—				2,512,665
Operating Costs and expenses:
Midstream purchased gas			1,861,204			194,278				256,161				—				2,311,643
Treating purchased gas			5,274			—				—				—				5,274
Operating expense			38,340			4,205				25,579				—				68,124
General and administrative			20,866			1,955				—				—				22,821
Loss (profit) on derivatives			(279	)		—				—				—				(279	)
Loss (gain) on sale of property			(12	)		—				—								(12	)
Depreciation and amortization			23,034			912				—				32,733	(b)			56,994
														315	(f)
Total operating costs and expenses			1,948,427			201,350				281,740				33,048				2,464,565
Operating income			32,577			(70	)			48,641				(33,048	)			48,100
Other income (expense):
Interest expense, net			(9,220	)		(46	)			—				(14,999	)(c)			(26,275	)
														(1,228)	(d)
														(782	)(g)
Interest income affiliated			—			108				—				(108	)(h)			—
Other income			798			83				—				—				881
Total other income (expense)			(8,422	)		145				—				(17,117	)			(25,394	)
Income before minority interest and taxes			24,155			75				48,641				(50,165	)			22,706
Minority interest in subsidiary			(289	)		—				—				—				(289	)
Income tax provision			(162	)		(274	)			—				223	(i)			(213	)
Net Income		$	23,704			(199	)		$	48,641			$	(49,942	)		$	22,204
General partner interest in net income		$	5,913											827	(e)		$	6,740
Limited partner interest in net income		$	17,791														$	15,464
Net income per unit:
Basic		$	0.98														$	0.74
Diluted		$	0.95														$	0.72
Weighted average units outstanding:
Basic			18,081											2,850				20,931
Diluted			18,633											2,850				21,483

CROSSTEX ENERGY, L.P.
Unaudited Pro Forma Combined Statement of Operations
Nine Months Ended September 30, 2005
(In thousands, except per unit data)

		Crosstex								Pro Forma
		Historical				El Paso				Adjustments				Pro Forma
Revenues:
Midstream		$	1,928,330			$	270,828				—			$	2,199,158
Treating			34,064				—				—				34,064
Profit on Commercial Services activities			1,157				—				—				1,157
Total revenues			1,963,551				270,828				—				2,234,379
Operating costs and expenses:
Midstream purchased gas			1,851,418				225,598				—				2,077,016
Treating purchased gas			5,996				—				—				5,996
Operating expenses			37,598				18,350				—				55,948
General and administrative			22,337				—				—				22,337
Loss (profit) on derivatives			13,679				—				—				13,679
Loss (gain) on sale of property			(7,797	)			—				—				(7,797	)
Depreciation and amortization			22,134				—				24,550	(b)			46,684
Total operating costs and expenses			1,945,365				243,948				24,550				2,213,863
Operating income			18,186				26,880				(24,550	)			20,516
Other income (expense):
Interest expense, net			(9,323	)			—				(16,260	)(c)			(26,504	)
											(921	)(d)
Other income			380				—				—				380
Total other income (expense)			(8,943	)			—				(17,181	)			(26,124	)
Income before minority interest and taxes			9,243				26,880				(41,731	)			(5,608	)
Minority interest in subsidiary			(331	)			—				—				(331	)
Income tax provision			(176	)			—				—				(176	)
Net income (loss)		$	8,736			$	26,880			$	(41,731	)		$	(6,115	)
General partner interest in net income		$	5,216				—			$	735	(e)		$	5,951
Limited partner interest in net income (loss)		$	3,520				—				—			$	(12,066	)
Net income per unit:
Basic		$	0.19				—				—			$	(0.58	)
Diluted		$	0.18				—				—			$	(0.54	)
Weighted average units outstanding:
Basic			18,126				—				2,850				20,976
Diluted			19,371				—				2,850				22,221

     We will account for this acquisition as a business combination in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 141 Business Combinations. The preliminary purchase price allocation, shown below, for these pro formas assumes a fifteen year estimated useful life for both the tangible and intangible assets acquired. The actual purchase price allocation may differ from the allocation reflected herein.

Purchase Price to El Paso		$	486.4		million
Direct acquisition costs			3.5		million
Total Purchase Price		$	489.9		million
Current assets acquired		$	91.8		million
Liabilities assumed			(92.9	)	million
Property plant and equipment			245.5		million
Intangible assets			245.5		million
Total Purchase Price		$	489.9		million