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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

CROSSTEX ENERGY, L.P.

(Name of Issuer)

Senior Subordinated Series C Units

(Title of Class of Securities)

22765U201

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		22765U201


1	NAMES OF REPORTING PERSONS: Crosstex Energy, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	52-2235832

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			6,414,830

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,414,830

WITH:		8	SHARED DISPOSITIVE POWER:

			0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	6,414,830

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	50.0%(1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(1) Based on 12,829,650 senior subordinated series C units outstanding as of December 31, 2006. The senior subordinated series C units will automatically convert into common units representing limited partner interests on the first date on or after February 16, 2008 that conversion is permitted by Crosstex Energy, L.P.’s partnership agreement.


Item 1.

	(a)	Name of Issuer
		Crosstex Energy, L.P.

	(b)	Address of Issuer’s Principal Executive Offices
		2501 Cedar Springs, Dallas, Texas 75201

Item 2.

	(a)	Name of Person Filing:

		Crosstex Energy, Inc.

	(b)	Address of Principal Business Office or, if none, Residence

		The principal business office of Crosstex Energy, Inc. is 2501 Cedar Springs, Dallas, Texas 75201.

	(c)	Citizenship

		Crosstex Energy, Inc. is a Delaware corporation.

	(d)	Title of Class of Securities

		Senior Subordinated Series C Units

	(e)	CUSIP Number

		22765U201

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned: 6,414,830
	(b)	Percent of class: 50.0%
	(c)	Number of shares as to which the person has:
		(i) Sole power to vote or to direct the vote: 6,414,830
		(ii) Shared power to vote or to direct the vote: 0
		(iii) Sole power to dispose or to direct the disposition of: 6,414,830
		(iv) Shared power to dispose or to direct the disposition of: 0

Item 5.	Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 14, 2007	CROSSTEX ENERGY, INC.
	By:	/s/ William W. Davis
	Name:	William W. Davis
	Title:	Executive Vice President and Chief Financial Officer