SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEHMAN BROTHERS HOLDINGS INC

(Last)

(First)

(Middle)

745 SEVENTH AVENUE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2006

3. Issuer Name and Ticker or Trading Symbol
CROSSTEX ENERGY LP [ XTEX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Senior Subordinated Series C Units	1,496,790	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The actual owner of the Senior Subordinated Series C Units reported herein is Lehman Brothers MLP Partners, LP of which Lehman Brothers MLP Associates, LP is the general partner. LB I Group Inc. is the general partner of Lehman Brothers MLP Associates, LP and is a wholly owned subsidiary of Lehman Brothers Inc. which is a broker-dealer registered under Section 15 of the 1934 Act and a wholly owned subsidiary of Lehman Brothers Holdings Inc.

Remarks:

JOINT FILER INFORMATION Title of Security: Senior Subordinated Series C Units Issuer & Ticker Symbol: CrossTex Energy, LP (XTEX) Designated Filer: Lehman Brothers Holdings Inc. Other Joint Filers: Lehman Brothers MLP Partners, LP 399 Park Avenue New York, New York 10022 Lehman Brothers MLP Associates, LP 399 Park Avenue New York, New York 10022 LB I Group Inc. 745 Seventh Avenue New York, New York 10019 Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 Date of Event Requiring Statement: August 4, 2006 Signature on behalf of other above filers: /s/ Barrett S. DiPaolo, Authorized Signatory

	/s/ Barrett S. DiPaolo, Vice President	08/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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