SecProbe.io

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May 2, 2005

Mail Stop 3-8

By Facsimile and U.S. Mail

Ms. Nancy McGurk
Chief Accounting 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 Ms. McGurk:

	We reviewed your responses to our prior comments on the above
referenced filings as set forth in your letter dated April 27,
2005.
Our review resulted in the following comments.

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

Item 6. Selected Financial Data, page 21

1. We note your response to prior comment 2.  Please revise your
characterization of EBITDA in future filings where you include
adjustments and calculate the non-GAAP measure differently than
earnings before interest, taxes, depreciation and amortization.
Refer to Question 14 of Frequently Asked Questions Regarding the
Use
of Non-GAAP Financial Measures dated June 13, 2003.

Item 8. Financial Statements and Supplementary Data

2. We note your response to prior comment 4.  In future filings,
please disclose on the face of your statements of cash flows the
gross amounts that you received from the sale of your preferred
interests to your related parties and the gross amounts that you
expended to repurchase such shares.  The amounts you expended to
repurchase such shares should include the premium that you paid.
In
addition, reference is made to your response to our prior comment
14.
Please revise to segregate the commitment fees paid to your
related
parties for the purchase of preferred units from the issuance of
common units net of offering costs.  Please revise this
presentation,
in future filings, to represent these two separate transactions.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page 46

3. We note your response to prior comment 12.  Please include a
description and the amounts of your unbilled revenues for all
periods
presented in your future filings.

Note 6. Spectrum Acquisition, page 50

4. We note your response to prior comment 14. It appears that the
substance of this transaction is a bridge loan whereby Resource
America and Atlas America, two of your related parties, had an
expectation of being repaid with proceeds from your public
offerings.
Please help us better understand why you believe this transaction
was
in substance an equity investment by these related parties.  In
doing
so, please indicate whether there was an agreement whereby
Resource
America and Atlas America would receive a pro-rata share of
earnings
or preferred dividends during this timeframe.  Further, tell us
and
disclose the dates of the commitment agreements, purchase of
preferred units and closing of the July offering.  Please tell us
if
you considered alternate treatments with respect to the accounting
for the commitment fees or premiums paid to repurchase the
preferred
interests and what consideration you gave to EITF Appendix D-53.

Note 9. Related Party Transactions, page 55

5. Reference is made to your proposed disclosure in response to
our
prior comment 17.  Please ensure that the revised disclosure in
the
notes to the financial statements includes management`s assertion
that the method used is reasonable.

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

6. We note your response to prior comment 19.  You have indicated
that you classify and report your revenues in either natural gas
and
liquids, or transportation and compression.  If, as we believe,
you
have reported each separate product and service that you sell into
groups of similar products and services, please tell us how you
determined that such products and services are similar and
indicate
the specific factors you analyzed in reaching the conclusion that
you
did.  We may have further comment.

	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.

	If you have any questions regarding these comments, please
direct them to John Cannarella, Staff Accountant, at (202) 551-
3337.
In his absence, direct your questions to Donna Di Silvio at (202)
551-3202.  Any other questions may be directed to me at (202) 551-
3841.

Sincerely,

						Michael Moran
						Accounting Branch Chief

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Atlas Pipeline Partners, L.P.
May 2, 2005
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