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CORRESP
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Altas Pipeline Partners Corresp 05-16-2005

May 16,
2005

Securities
and Exchange Commission

Washington,
D.C. 20549-0405

Attn:
Michael Moran, Branch Chief

      Re:

      Atlas
      Pipeline Partners, L.P.

      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 May 13, 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.

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

Item
6. Selected Financial Data, page 21

      1.

      As
      previously requested, 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. In this regard, adjustments to EBITDA for “other non-cash
      items such as compensation expenses…” as disclosed on pages 22 and 23 is
      not the standard formulation for EBITDA as discussed in Question 14 of
      Frequently Asked Questions Regarding the Use of Non-GAAP Financial
      Measures dated June 13, 2003.

      In
      future filings, we will revise our characterization of EBITDA where we
      include adjustments and calculate the non-GAAP measure differently than
      “earnings before interest, taxes, depreciation and
      amortization.”

Note
6. Spectrum Acquisition, page 50

      2.

      We
      note your response to prior comment 4 which implies that you will be
      accounting for the $400,000 premium paid for the redemption of your
      preferred stock as an expense to be subtracted from net income in arriving
      at net earnings available to limited partners. Please confirm that our
      understanding is correct. Additionally, please tell us how you considered
      the impact of the difference in the revised amounts of earnings available
      to limited partners and related earnings per unit from the amounts
      currently presented for the year ended December 31, 2004 and for the three
      months ended September 30, 2004.

Securities
and Exchange Commission

May 16,
2005

Page
2

      We
      hereby confirm as correct your understanding that we will account for the
      $400,000 premium as a subtraction from net income in arriving at net
      earnings available to limited partners. To confirm our conversation with
      the staff on
      May 16, 2005,
      for these purposes future filings will include any registration statement
      or prospectus supplement that we may file in the near future that would
      otherwise have, or incorporate by reference, the unrevised
      amounts.

      In
      our consideration of the impact of the difference in the revised amounts
      of earnings available to limited partners, we noted that the revision
      would have the following effects for the following
  periods:

      Earnings
      per unit as previously reported

      Earnings
      per unit
      as revised

      Year
      ended December 31, 2004

      $

      2.60

      $

      2.54

      Nine
      months ended September 30, 2004

      1.01

      .95

      Three
      months ended September 30, 2004

      .15

      .09

      Thus,
      while the impact on reported earnings per limited partner unit would be
      small for the year, it would be significant for the three month period.
      However we also noted that the revision would not affect our reported net
      income (as an enterprise) or our net income (either as an enterprise or
      per unit) in future periods. We noted particularly that the revisions
      would not affect our reported or future aggregate cash flows, cash flows
      from operations, reported distributions or our ability to make
      distributions in the future. We further noted that, because we are a
      limited partnership, we believe that the basis upon which we are evaluated
      by investors is our cash flows, distributions and ability to make future
      distributions. Based upon this analysis, we concluded that the revisions
      should not be material for purposes of restating previously filed
      reports.

      3.

      We
      note your response to prior comment 6. We believe that there are
      additional factors that should be analyzed with respect to how you report
      your revenues for each product and service. Such factors include margin
      contributions from each of your products sold, future expectations for
      each of your products, and how your customers view and use each of your
      products. Please tell us how you considered these factors in analyzing how
      you classify and report your revenues.

Securities
and Exchange Commission
May 16,
2005

Page
3

    Please advise and revise in future filings as
      appropriate. Reference is made to paragraph 37 of SFAS
  131.

      In
      future filings, we will revise Note 16, “Operating Segment Information and
      Major Customers” to present the revenues from natural gas, natural gas
      liquids and condensate separately. We note in this regard that, in our
      most recently filed quarterly report on Form 10-Q, we presented the
      separate information in a table at the beginning of “Results of
      Operations” in MD&A. We will present revenues for each such product
      for all periods beginning after January 1, 2005. As described to the staff
      in our conversation on May 16, 2005, we believe that it is impracticable
      for us to determine revenues for each such product before such date.
      Historically, our Mid-Continent operations did not account for their
      hedging activities separately for each product and, without such
      separation, we are unable to tie revenues from each product to the income
      statement.

    Very truly yours,

    By:
    /s/ Nancy McGurk

      Nancy McGurk

    Chief Accounting Officer

      cc:

      Edward
      E. Cohen

      Michael
      S. Yecies, Esq.

      Noah
      Newitz, Esq.

      Emanuel
      Faust, Esq.