Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
The Partners of
Crosstex Energy GP, L.P.:
We consent
to the use of our report dated May 16, 2006, with respect to the balance sheet of
Crosstex Energy GP, L.P. as of December 31, 2005, incorporated herein by reference,
and to the reference to our firm under the heading Experts in the prospectus.
KPMG LLP
Dallas, Texas
May 31, 2006