Crosstex Energy, Inc. (the "Registrant") owns the two percent general partner interest, a 33 percent limited partner interest and the incentive distribution rights of Crosstex Energy, L.P. (the "Partnership").

On August 28, 2009, Crosstex Energy Services, L.P. and Crosstex Energy Services GP, LLC (collectively, the "Sellers"), subsidiaries of the Partnership, entered into a Partnership Interest Purchase and Sale Agreement (the "Purchase Agreement") with KM Treating GP LLC, a subsidiary of Kinder-Morgan Energy Partners, L.P. (the "Purchaser"), pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Sellers have agreed to sell the Partnership's natural gas treating business, consisting of all of the partnership interests of Crosstex Treating Services, L.P. (the "Transferred Assets"), and the Purchaser has agreed to purchase the Transferred Assets (the "Transaction") for a purchase price of $266 million, in cash, subject to certain adjustments as provided for in the Purchase Agreement. The Transaction is expected to close in the fourth quarter of 2009.

The Purchase Agreement contains customary representations, warranties, covenants, and indemnities, including a "no shop" provision in favor of the Purchaser. The Purchase Agreement is also subject to customary closing conditions, including the approval of the lenders under the Partnership's revolving credit and senior note agreements and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There can be no assurance as to whether any government or other third party approvals or reviews can be obtained or completed within the time frame specified above, if at all.

Subject to certain exceptions, under the terms of the Purchase Agreement, the Sellers have agreed that, for a period of 2 years after the closing, neither the Sellers nor their affiliates will engage in the business of natural gas treating services.

The Purchase Agreement may be terminated for specified reasons, including by either the Purchaser or the Sellers if the Transaction does not close on or before December 1, 2009.

The Partnership has guaranteed the obligations of the Sellers under the Purchase Agreement.

As contemplated by the Purchase Agreement, following the closing of the Transaction, the Sellers will provide to the Purchaser certain services on a transitional basis.

The foregoing includes a summary of certain of the principal provisions of the Purchase Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the text of the Purchase Agreement, which is attached as exhibit 2.1 hereto.

On August 31, 2009, the Registrant issued a press release announcing the disposition of the Transferred Assets. A copy of the press release is furnished as an exhibit to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit 99.1 shall be deemed to be "furnished" and not be deemed to be "filed" for purposes of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Exchange Act.

(d) Exhibits.

EXHIBIT
NUMBER               DESCRIPTION
2.1          -       Partnership Interest Purchase and Sale Agreement, dated as of
                     August 28, 2009, among Crosstex Energy Services, L.P., Crosstex
                     Energy Services GP, LLC, Crosstex Treating Services, L.P. and
                     KM Treating GP LLC (incorporated by reference to exhibit 2.1 to
                     Crosstex Energy, L.P.'s current report on Form 8-K dated August
                     28, 2009, filed with the Commission on September 3, 2009).
99.1         -       Press Release dated August 31, 2009 (incorporated by reference
                     to exhibit 99.1 to Crosstex Energy, L.P.'s current report on
                     Form 8-K dated August 28, 2009, filed with the Commission on
                     September 3, 2009).