CROSSTEX
July 14, 2006
VIA EDGAR AND FACSIMILE (202) 772-9368
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Attention:
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Carmen Moncada-Terry |
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Division of Corporation Finance |
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Re:
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Crosstex Energy, L.P. |
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Registration Statement on Form S-3 |
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(Registration No. 333-134712) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of
1933, as amended, Crosstex Energy, L.P. (the “Company”) hereby requests that the Securities and
Exchange Commission (the “Commission”) take appropriate action to accelerate the effectiveness of
the above-referenced Registration Statement on Form S-3 so that it becomes effective at 12:00 noon,
Washington D.C. time, on Tuesday, July 18, 2006, or as soon as practicable thereafter.
The Company hereby acknowledges that (i) should the Commission or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing;
and (iii) the Company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.
2501 Cedar Springs n Suite 100 n Dallas, TX 75201
Phone (214) 953-9500 n Fax (214) 953-9501 n www.crosstexenergy.com
NASDAQ NMS — XTEX and XTXI
Please address any questions or comments with respect to this request to our counsel, Baker
Botts L.L.P., as follows: Doug Rayburn, Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201
(ph: 214/953-6634; fax: 214/661-4634).
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Very truly yours, |
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Crosstex Energy, L.P. |
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By:
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Crosstex Energy GP, L.P. |
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its General Partner |
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By:
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Crosstex Energy GP, L.L.C. |
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its General Partner |
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By: |
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/s/ William W. Davis |
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Name: |
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William W. Davis |
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Title: |
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Executive Vice President and Chief |
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Financial Officer |
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