SecProbe.io

CORRESP
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April 27, 2005

 Securities and Exchange Commission

 Washington, D.C.  20549-0405

 Attn:  Michael Moran, Branch
Chief

      Re:

      Atlas Pipeline Partners,
      Inc.

      Form 10-K for the year ended
      December 2004

      Filed March 16,
      2005

      File No.
      1-14998

 Dear Mr. Moran:

          This
letter responds to your comment letter dated April 14, 2005 concerning the
above-referenced filing (the “2004 10-K”). For your convenience, we
first
restate your comment in italics and then provide our response.

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.

      We will revise future filings in
      “Description of Business — General” to disclose the percent
      of total revenue for any classes of products or services that account for
      10% or more of total revenues for all periods presented by adding the
      following two sentences at the end of the first paragraph of that section,
      completed for the appropriate fiscal year:

      “We derive our revenues
      principally from the sale of natural gas and natural gas liquids, and
      transportation and compression fees.  During the year ended December
      31, ____, the sale of natural gas and natural gas liquids

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April 27, 2005

 Page 2

      constituted ___% of our total
      revenues, and transportation and compression fees constituted ___% of our
      total revenues.”

      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.

      As disclosed in the reconciling
      footnote, our method for calculating EBITDA for the purposes of our
      selected financial data may be different than the method we use in other
      contexts, e.g., under our credit facility.  In fact, the agreement
      governing the credit facility that was in place as of December 31, 2004
      permitted us to include in the EBITDA calculations that were required
      under the facility pro forma adjustments, acceptable to the administrative
      agent under the facility, following material acquisitions.  We
      entered into a new credit facility on April 14, 2005 which will permit us
      to make similar pro forma adjustments.  Accordingly, in future
      filings, we will add a statement in “Description of Business –
      Credit Facility,” at the end of the one sentence third paragraph, as
      follows:

      “The credit facility defines
      EBITDA to include pro forma adjustments, acceptable to Wachovia Bank as
      administrator of the facility, following material acquisitions.  This
      calculation of EBITDA differs materially from the calculation set forth in
      “Selected Financial Data.”

      We will add the following at the
      end of the first paragraph following the table in “Selected Financial
      Data:”

      “The EBITDA calculation
      below is different from the EBITDA calculation under our credit
      facility.  For a description of how EBITDA is calculated under our
      credit facility, see “Description of Business – Credit
      Facility.”

      Item 7.  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation

      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

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 April 27, 2005

 Page 3

      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 are used to compute the estimated
      contractual interest rates.

      In future filings, we will add a
      new note (1) to the table which will disclose interest payments and
      assumptions.  In our Quarterly Report on Form 10-Q for the quarter
      ended March 31, 2005 (the “March 31, 2005 10-Q”), the note will be as
      follows:

      “(1) Not included in the
      table above are interest payments calculated at the rates in effect at
      March 31, 2005 for the twelve month periods ended March 31:  2006
      – $4.1 million; 2007 – $3.9 million; 2008 – $3.7 million;
      2009 – $3.2 million; and 2010 – $1.3
      million.”

      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.

      In future filings we will
      disclose related party transactions and amounts in our balance sheet,
      income statement or statement of cash flows, as applicable.

      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.

      In each of the years reported in
      the financial statements in the 2004 10-K, we have analyzed our accounts
      receivable based upon our policies for establishing allowances for
      doubtful accounts.  Based on that analysis, which particularly notes
      the absence, historically, of any uncollected accounts receivable, we have
      determined that no allowance for doubtful accounts is required or
      appropriate.  As a result of the foregoing, we do not believe that a
      Schedule II disclosure is required.  In response to comment 6, below,
      in future filings we will add to the

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 Page 4

      note, “Summary of Significant
        Accounting Policies” in our financial statements a disclosure, under
        the sub-heading “Receivables,” discussing our allowance.

      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 or accounts
      receivable.

      In future filings, we will add
        to Note 2, “Summary of Significant Accounting Policies” in our financial
        statements, under the sub-heading “Receivables,” disclosure of our
        accounting policy and the methodology used to estimate our allowance for
        doubtful accounts.  In our March 31, 2005 10-Q, the disclosure will
        appear in Note 2, “Summary of Significant Accounting Policies,”
        as follows:

      “Receivables

                In
      evaluating its allowance for possible losses, the Partnership performs
      ongoing credit evaluations of its customers and adjusts credit limits
      based upon payment history and the customer's credit information.
      The Partnership extends credit on an unsecured basis to many of its energy
      customers.  At March 31, 2005 and December 31, 2004, the
      Partnership's credit evaluation indicated that it has no need for an
      allowance for possible losses.”

      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.

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Page 5

      As set forth in ARB 51,
        paragraphs 1 and 2, there is a presumption that “consolidated
        statements... are usually necessary for fair presentation” where
        one company directly or indirectly has a “controlling financial
        interest” in another, and that the condition for having a
        controlling interest is “ownership of a majority voting
        interest.” Paragraph 6 of ARB 51 points out that the assumption
        behind consolidated statements is that “they represent the
        financial position and operating results of a single business
        enterprise.” With respect to the operating partnership, we note the
        following:

      •

      We own substantially all –
      98.9899% - of the economic interest in the operating
      partnership.

      •

      As limited partner of the
      operating partnership, pursuant to Section 11.2(b) of the operating
      partnership agreement, we may remove the general partner of the operating
      partnership at will.

      •

      As limited partner of the
      operating partnership, pursuant to Section 7.3, we must approve
      significant actions of the operating partnership, such as amendment of its
      agreement of limited partnership, sale of all or substantially all of its
      assets and mergers or consolidations.

      •

      Our general partner is and, as
      described below, must be the same entity as the general partner of the
      operating partnership, and must manage the operating partnership as a
      fiduciary for our benefit.  Moreover, under Section 11.2(a) of the
      agreement of limited partnership of the operating partnership, if our
      general partner is removed or withdraws, our new general partner
      automatically becomes the general partner of the operating
      partnership.  Similarly, under Section 7.3(a), the general partner
      may not transfer its general partner interest in the operating partnership
      without our consent.

      •

      We established the operating
      partnership as the entity through which we operate our natural gas
      pipeline business.

      •

      The agreement of limited
      partnership of the operating partnership is keyed to our operations and
      actions.  See, for example, Sections 4.2, 6.2(c) and 11.2(a) of the
      operating partnership agreement.

      Consequently, we concluded that
      we have the controlling financial interest in the operating partnership
      and that we operate together with the operating
  partnership

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Page 6

      as a single business
      enterprise.  See SOP 78-9, paragraph 09.  As a result, we
      concluded that we must consolidate the operating partnership into our
      financial statements pursuant to ARB 51.  Moreover, we concluded
      that, due to the unitary nature of the general partner’s interest in us
      and the operating partnership as set forth in the fourth bullet above, the
      general partner's interest should be presented as a 2% interest in the
      consolidated entity.

      To clarify the basis of our
      presentation, in future filings we will modify the discussion in Note 2,
     “Summary of Significant Accounting Policies,” under the
      sub-heading “Principles of Consolidation,” to add, following
      the phrase “the Operating Partnership,” the phrase “, in
      which the Partnership has the controlling financial
      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 useful lives related to each category and amount of depreciable
      asset class.

      Pursuant to conversations with
      the staff, in future filings we will revise Note 2, “Summary of
      Significant Accounting Policies,” under the subheading “Property,
      Plant and Equipment" to add a table that provides a more detailed
      statement of the depreciable asset classes and to provide either the
      specific life used for a particular class, or to provide the narrow range
      of useful lives pertaining to the class.  The disclosure, which will
      be in the March 31, 2005 10-Q as the last paragraph of Note 5, will be as
      follows:

      “Depreciation is provided
      for in amounts sufficient to relate the cost of depreciable assets to
      operations over the estimated useful lives of the assets using the
      straight-line method.  The estimated service lives of property and
      equipment are principally as follows:

      Pipelines, processing and
      compression facilities

      15-20 years

      Right of
      ways-Appalachia

      20 years

      Right of
      ways-Mid-Continent

      40 years

      Buildings

      40 years

      Furniture and
      equipment

      3-7 years

      Other

      3-10
  years”

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April 27, 2005

Page 7

      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.

      We expense normal, on-going
      maintenance expenditures in the period in which they occur.  We have
      not had extraordinary maintenance expenditures to date.  In general,
      however, we capitalize costs relating to the improvement or refurbishment
      of our systems and depreciate them over the expected useful life of the
      improvement or refurbishment.  We do not accrue for maintenance costs
      before the period they are actually incurred.

      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.

      In our Appalachian operations, we
      recognize revenue when the natural gas flows through the meter at the
      interface of our gathering systems and the pipeline designated by the
      purchaser or, in the case of direct deliveries, at the meter at the
      interface between our gathering systems and the purchaser’s flow
      line