We consent to use of our report dated February 7, 2003, incorporated by reference herein from the Annual Report on Form 10-K of Crosstex Energy, L.P. for the year ended December 31, 2002. The audit report covering the December 31, 2001 financial statements refers to a change in the method of accounting for derivatives. The audit report covering the December 31, 2002 financial statements refers to a change in the method of amortizing goodwill.
/s/ KPMG LLP
Dallas,
Texas
July 10, 2003