SecProbe.io

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April 14, 2005

Mail Stop 3-8

By Facsimile and U.S. Mail

Mr. Edward E. Cohen
Chief Executive Officer
Atlas Pipeline Partners, L.P.
311 Rouser Road
Moon Township, Pennsylvania 15108

Re:	Form 10-K for the year ended December 31, 2004
	Filed March 16, 2005
	File No.  1-14998

Dear Mr. Cohen:

      We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.   After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Item 1. Description of Business

General, page 3

1. You indicate that your revenues include the sale of natural
gas,
natural gas liquids, condensate, and the gathering, compressing,
treating, processing, and transporting of natural gas.  In future
filings, please disclose the amount or percentage of total revenue
contributed by any class of similar products that accounted for
10%
or more of total revenues for all periods presented. Refer to Item
101(c)(1)(i) of S-K.

Item 6. Selected Financial Data, page 21

2. Please expand your disclosure to indicate, if so, that EBITDA
as
defined by you is consistent with the definition of EBITDA in your
credit facility.

Item 7. Management`s Discussion and Analysis of Financial Conditon
and Results of Operations

Contractual Obligations and Commercial Commitments, page 33

3. Please advise or revise your disclosure in future filings to
include the amount of interest payments you expect on debt for the
periods presented as required by Item 303 (a)(5)(ii)(A) of
Regulation
S-K.   Please include disclosure of the assumptions used to
calculate
amounts included in the table where variable interest rates as of
the
most recent balance sheet date are used to compute the estimated
contractual interest rates.

Item 8.  Financial Statements and Supplementary Data

4. Please identify related party transactions and amounts on the
face
of the financial statements in future filings.  See Rule 4-08(k)
of
Regulation S-X.

Consolidated Balance Sheets, page 39

5. Please set forth separately the amount related to your
allowances
for doubtful accounts on the face of your balance sheet or in a
note
to your financial statements.  Refer to Rule 5-02.3 of Regulation
S-
X.  In addition, please disclose information related to allowance
for
doubtful accounts in Schedule II -Valuation and Qualifying
Accounts.
Refer to Rules 5-04 and 12-09 of Regulation S-X.

Note 2. Summary of Significant Accounting Policies

General

6. Please disclose your accounting policy and methodology used to
estimate the allowance for doubtful accounts.  The description of
the
policy should identify the factors that influenced your judgment
including historical losses and existing economic conditions and
should also include a discussion of risk elements relevant to
particular categories of accounts receivables.

Principles of Consolidation, page 44

7. We note your statement that your General Partner, Atlas
America,
controls the Operating Partnership.  Please explain to us your
basis
for consolidating in your financial statements an entity in which
you
do not control.  Include in your response a discussion of the
rights
of the limited partners and general partner and the relevant
accounting literature.  Revise your disclosure to clarify the
basis
for your presentation including the nature of the interests held
by
you, Atlas Pipeline.   In this regard, also support your
presentation
of the general partner`s interest.

Property and Equipment, page 45

8. You disclose that gas gathering, transmission and processing
facilities are depreciated over 15 to 40 years using the straight-
line method. Please disclose the weighted average useful lives
related to each category and amount of depreciable asset class.

9. Please tell us your accounting policy for planned major
maintenance projects.  If you accrue for these costs prior to the
periods in which they are actually incurred, please disclose this
fact.  If you accrue for these costs in advance, also disclose the
nature of each planned maintenance project, when you begin
accruing
the related costs, the amounts that you accrued in each period
related to each project in advance of the costs actually being
incurred, and the related amounts still to be accrued.

Revenue Recognition, page 46

10. Please help us understand the physical flow of natural gas and
volume measurement in relation to the revenue recognition policy
with
respect to your operations in the Appalachian Basin area and Mid-
Continent area.  In this regard, explain at what point revenue is
recognized in the gas transmission process versus the point at
which
natural gas is transferred to your facilities.

11. We note that APLMC purchases and subsequently processes
natural
gas, by extracting natural gas liquids and removing impurities and
sells the residue gas and natural gas liquids at market-based
prices,
remitting to producers a contractually-determined percentage of
the
sale proceeds.  It appears that you record your revenues on a
gross
basis and include the amounts remitted to producers as an expense.
Please tell us how you determined such treatment is appropriate
with
due regard to EITF 99-19.  In doing so, please tell us who holds
title and bears risk of loss while the gas is in your transmission
facilities and help us understand why you have not recorded any
natural gas inventory.

12. You disclose on page 5 that you do not have title to the
natural
gas delivered by your gathering systems in the Appalachian area.
Please tell us if there are any instances whereby a producer
delivers
a volume of natural gas to your pipelines that is different from
the
volume you redeliver for the producer`s account to another party
and
if so how you value and account for such imbalances.  Please be
detailed in your response providing journal entries as necessary.
In
addition, please tell us if any unbilled revenue relating to the
transportation or gas gathering operations exist.

13. We note that you are party to natural gas gathering agreements
with Atlas America, Inc under which they pay you gathering fees
generally equal to a percentage of the gross or weighted average
sales price of the natural gas you transport.  Please tell us and
include in future filings how you determine the gross or weighted
average sales price and include the indexes used to determine
appropriate pricing.

Note 6. Spectrum Acquisition, page 50

14. Please tell us how you recorded the commitment fees of $750
thousand paid to Resource America and the $500 thousand paid to
Atlas
America on your consolidated statement of income.  In addition,
please tell us how you classified such payments on your statement
of
cash flows.  In doing so, please provide the accounting guidance
in
which you relied upon in support of the related treatment.

15. We note that you sold preferred interests in the operating
partnership totaling $20 million to Resource America and Atlas
America. Within the same month, you repurchased such preferred
units
for $20.4 million.  Please tell us how you how you determined fair
value when repurchasing the preferred units and indicate how you
accounted for the premium paid.

Note 7. Derivative Instruments, page 52

16. You disclosed that of the $2.6 million net derivative
liability
at December 31, 2004, $1.9 million of losses will be reclassified
to
earnings over the next twelve month period and $708 thousand in
later
periods.  Your accumulated other comprehensive loss as of December
31, 2004 totaled $1.318 million.   Please reconcile the amounts
recorded in your accumulated other comprehensive loss to the
amounts
recorded as your net derivative liability as of December 31, 2004.
In addition, please revise future filings to disclose the
estimated
net amount of the existing gains or losses in accumulated other
comprehensive income at the reporting date that is expected to be
reclassified into earnings within the next 12 months.  Please
refer
to paragraph 45 (b) (2) of SFAS 133 and DIG I2.

Note 9. Related Party Transactions, page 55

17. We note the General Partner determines the costs and expenses
that are allocated. Please advise us and expand your disclosure in
future filings to specify the method used to allocate expenses
along
with management`s assertion that the method used is reasonable.
See
Staff Accounting Bulletin Topic 1:B.

Note 15. Long-Term Incentive Plan, page 58

18. In future filings, please segregate the number of phantom
units
not yet exercisable from those that are exercisable for each
period
presented.  In addition, please provide the number of years over
which these phantom units will vest.

Note 16. Operating Segment, Information and Major Customers, page
59

19. Your revenues consist of sales of natural gas, natural gas
liquids, condensate, and the gathering, compressing, treating,
processing, and transporting of natural gas.  Please disclose your
revenues from external customers for each product and service or
each
group of similar products and services.   This information should
be
provided for each period presented.  Please refer to paragraph 37
of
SFAS 131.

 	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
with your responses to our comments and provide any requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to John Cannarella, Staff Accountant, at (202) 824-
5384.
In his absence, direct your questions to Donna DiSilvio at (202)
942-
1852.  Any other questions may be directed to me at (202) 942-
2823.

Sincerely,

						Michael Moran
						Branch Chief

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Atlas Pipeline Partners, L.P.
April 14, 2005
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