Sec Form 5 Filing - YORKTOWN ENERGY PARTNERS IV LP @ CROSSTEX ENERGY LP - 2003-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person YORKTOWN ENERGY PARTNERS IV LP 2. Issuer Name and Ticker or Trading Symbol CROSSTEX ENERGY LP [ XTEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 410 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common units representing limited partnership interests 190,053 ( 1 ) I By Crosstex Holdings, L.P. ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares See Footnote ( 4 ) ( 5 ) ( 5 ) ( 5 ) Common Units representing limited partnership interests 2,663,590 ( 1 ) 2,663,590 ( 1 ) I By Crosstex Holdings, L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YORKTOWN ENERGY PARTNERS IV LP 410 PARK AVENUE NEW YORK, NY10022 X Signatures /s/ Leslie J. Wylie, by?power?of?attorney 02/17/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were issued to Crosstex Energy, Inc. (formerly known as Crosstex Energy Holdings Inc.) upon the closing of the Issuer's initial public offering December 17, 2002. Crosstex Energy, Inc. assigned ownership of these securities to Crosstex Holdings, L.P., an indirect wholly-owned subsidiary of Crosstex Energy, Inc., in October, 2003. ( 2 )Yorktown Energy Partners IV, L.P. owns securities in Crosstex Energy, Inc. representing approximately 57.07% of the voting power thereof. Crosstex Energy, Inc. indirectly owns Crosstex Holdings, L.P. Crosstex Holdings, L.P. directly owns Crosstex Energy GP, LLC, the general partner of Crosstex Energy GP, L.P., which owns a 2% general partner interest in the Issuer. In addition, Crosstex Holdings, L.P. owns 330,000 of the Issuer's common units representing limited partnership interests and 4,677,000 of the Issuer's subordinated units representing limited partnership interests. ( 3 )As a result, Yorktown Energy Partners IV, L.P. may be deemed to be the beneficial owner of a portion of the common units and subordinated units owned by Crosstex Holdings, L.P. Yorktown Energy Partners IV, L.P. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities shall not be deemed an admission of beneficial ownership of all of the securities held by Crosstex Holdings, L.P. for purposes of Section 16 or for any other purpose. ( 4 )Subordinated units representing limited partnership interests ( 5 )The subordination period will end once the financial tests in the Issuer's partnership agreement are met. When the subordination period ends, each remaining subordinated unit will convert into one common unit.

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 4(b)(v).

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