UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

Securities Exchange Act of 1934

Date of report (~~Date~~date of earliest event reported): ~~April~~ November 208, 2010

~~Atlas~~Commission ~~Energy~~file ~~Resources,~~number ~~LLC~~ 1-33193

~~(Exact~~ATLAS ~~name~~ENERGY ofRESOURCES, ~~registrant as specified in its chapter)~~ LLC

Delaware		1-33193		75-3218520
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, PA		15108
Delaware	75-3218520
(Address of principal executive offices)		(Zip Code)
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

~~Registrant’s~~Westpointe ~~telephone~~Corporate ~~number~~Center One, ~~including~~1550 ~~area~~Coraopolis ~~code:~~Heights ~~412-262-2830~~Road, Moon Township, Pennsylvania 15108

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (412) 262-2830

(Former name or former address, if changed since last report)

Check the appropriate box ~~below~~ if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17127 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (1727 CFR 240.14d-2 (b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (1727 CFR 240.13e-4(c))

Item 21.01. ~~Completion~~Entry ofInto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

~~Purchase and Sale Agreement~~ Overview

On ~~April 20~~November 8, 2010, Atlas Energy Resources, LLC ~~(“Atlas”)~~, a ~~wholly~~Delaware ~~owned~~limited liability ~~subsidiary~~company ~~of Atlas Energy, Inc.~~ (“~~ATLS~~ATN”), ~~consummated the transactions described in the Purchase~~ and ~~Sale Agreement dated April 9, 2010 (the “Purchase Agreement”) with Reliance Marcellus, LLC (“Reliance”),~~ a wholly- owned subsidiary of ~~Reliance Industries Limited, pursuant to which~~ Atlas ~~and certain of its subsidiaries sold to Reliance a 40% undivided interest (the “Conveyed Interests” and~~Energy, ~~together with Atlas’s remaining 60% undivided interest, the “Joint~~ Acreage”) in horizons located from the bottom of the Tully formation to the bottom of the Oriskany formation within a defined area of mutual interest (the “AMI”) comprised of undeveloped acreage in Allegheny, Armstrong, Butler, Cambria, Clarion, Clearfield, Fayette, Greene, Indiana, McKean, Somerset, Washington and Westmoreland Counties, Pennsylvania and Preston County, West Virginia, together with associated contracts and dataInc. ~~Reliance paid Atlas approximately $339.4 million in cash at closing for the Conveyed Interests. In addition~~, ~~the parties entered into~~ a ~~Participation~~Delaware ~~and~~corporation ~~Development Agreement~~ (~~the~~ “~~Development~~Atlas ~~Agreement~~Energy”), ~~described~~concurrently ~~below,~~entered ~~pursuant to which Reliance will bear 75% of Atlas’s~~into ~~share~~two oftransaction certain development costs, up to a maximum of approximately $1.36 billion, and Atlas and Reliance will participate in the exploration and development of the Joint Acreage and of any other properties jointly acquired by the parties in the AMI (collectively, the “Joint Interests”). agreements:

~~The~~· a ~~Purchase~~Transaction Agreement ~~was~~(the ~~described~~“AHD Transaction Agreement”), by and ~~attached~~among asAtlas anEnergy, ~~exhibit~~ATN, Atlas Pipeline Holdings, L.P., a Delaware limited partnership and a majority-owned subsidiary of Atlas Energy (“AHD”), and Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company, the general partner of AHD and a wholly owned subsidiary of Atlas Energy (“AHD GP”), pursuant to which, among other things, subject to terms and conditions thereof, (1) AHD will acquire Atlas Energy’s investment partnership business and certain other assets and assume certain liabilities in exchange for newly issued AHD common units and cash (the “AHD Sale”); ~~Form~~(2) Atlas ~~8-K~~Energy ~~filed~~will oncontribute ~~April~~AHD GP to AHD, so that AHD GP becomes a wholly owned subsidiary of AHD; (3) 13the limited partnership agreement of AHD will be amended and restated; and (4) Atlas Energy will distribute to its stockholders all the AHD common units that it holds, ~~2010.~~including the newly issued AHD common units that it receives in the AHD Sale (the “AHD Distribution”); and

~~Participation~~· a Purchase and ~~Development~~Sale Agreement (the “Laurel Mountain Purchase Agreement”), by and among Atlas Energy, ATN, Atlas Pipeline Partners, L.P., a Delaware limited partnership whose general partner is a wholly owned subsidiary of AHD (“APL”), and APL Laurel Mountain, LLC, a Delaware limited liability company and wholly owned subsidiary of APL (“APL Sub”), pursuant to which, subject to the terms and conditions thereof, ATN will acquire APL Sub’s 49% interest in Laurel Mountain Midstream, LLC, a Delaware limited liability company (the “Laurel Mountain Acquisition”), for cash.

~~The~~Concurrently ~~Development~~with entering into the AHD Transaction Agreement ~~will~~and ~~remain~~the inLaurel ~~effect~~Mountain ~~until~~Purchase Agreement, Atlas Energy entered into an Agreement and Plan of Merger (the ~~twelfth~~“Merger ~~anniversary~~Agreement”) with Chevron Corporation, a Delaware corporation (“Chevron”), and Arkhan Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Chevron (“Merger Sub”), pursuant to which, among other things, subject to the ~~closing~~terms ~~date~~and ~~unless~~conditions ~~earlier~~thereof, ~~terminated~~Merger bySub ~~written~~will merge with Atlas Energy ~~agreement~~and Atlas Energy will become a wholly owned subsidiary of Chevron (the ~~parties~~“Merger”). A ~~The~~description ~~Development~~of the Merger Agreement is ~~attached~~included ~~hereto~~in asthe ~~Exhibit~~current ~~2.2~~report ~~and~~on isForm 8-K ~~incorporated~~filed ~~herein~~ by ~~reference.~~Atlas Energy on November 12, 2010 (the “Atlas Energy 8-K”).

~~Development~~Atlas ~~Costs~~Energy’s obligations to consummate the Merger, the AHD Sale, the AHD Distribution and ~~Drilling~~the ~~Carry~~Laurel Mountain ~~Obligation~~Acquisition are cross-conditioned (subject to permitted waiver) on the consummation of each other such transaction.

~~Atlas~~AHD ~~will~~Transaction hold a 60% participating interest share of the Joint Interests, and Reliance will hold a 40% participating interest share of the Joint Interests. Each party must generally pay its participating interest share of all development costs arising under the Development Agreement or under any applicable joint operating agreement (each, a “JOA”). However, Reliance will bear 75% of Atlas’s share of development costs that are capital expenditures, up to a maximum of approximately $1.36 billion, subject to possible adjustment for title defects as described above (the “Drilling Carry Obligation”). The Drilling Carry Obligation will end on the earlier to occur of (a) the date on which the entire amount of the Drilling Carry Obligation has been paid by Reliance, and (b) 5.5 years after the closing date, unless extended for certain circumstances, including if 85% or more of the wells proposed in the parties’ multi-year plan have been drilled to their target depths as of such date, in which case the drilling carry period will be extended for two additional years.

AsSubject ~~security~~to ~~for~~the ~~Reliance’s~~terms ~~performance~~and conditions of the ~~Drilling~~AHD ~~Carry~~Transaction ~~Obligation~~Agreement, ~~Reliance~~at the ~~will~~closing ~~provide~~of ~~for~~the ~~four~~transactions ~~years~~contemplated anthereby (the “AHD Closing”), ~~irrevocable~~Atlas ~~letter~~Energy ofwill ~~credit~~sell into ~~the~~AHD, ~~amount~~and ofAHD ~~$300~~will ~~million~~purchase from Atlas Energy, ~~with~~certain aassets ~~cumulative~~relating ~~drawing~~to ~~amount~~(1) ofAtlas ~~$550~~Energy’s ~~million.~~investment partnership ~~The~~business, ~~cumulative~~(2) ~~drawing~~Atlas ~~amount~~Energy’s ~~will~~exploration, bedevelopment ~~reduced~~and production byactivities ~~the~~conducted ~~amounts~~in ofTennessee, ~~all~~Indiana ~~payments~~and ~~that~~Colorado, ~~Reliance~~certain shallow ~~makes~~wells ~~under~~and ~~the~~leases ~~Drilling~~in ~~Carry~~New ~~Obligation~~York and ofOhio and certain well interests in ~~drawings~~Pennsylvania ~~under~~and (3) the ~~letter~~ownership and management of ~~credit~~investments in Lightfoot Capital Partners, L.P. ~~Reliance~~and ~~Industries~~related ~~Limited~~entities, ~~also~~AHD ~~provided~~will aassume ~~guarantee~~all inof the historical ~~amount~~and offuture ~~$850~~liabilities ~~million~~associated ~~for~~with ~~the~~such ~~Drilling~~businesses. At ~~Carry~~the ~~Obligation~~AHD Closing, ~~that~~AHD will ~~remain~~pay $30 million in ~~effect~~cash ~~for~~and upissue 23,379,384 new AHD common units to ~~7.5~~Atlas ~~years~~Energy. In addition, ~~ATLS~~at ~~provided~~the aAHD ~~guarantee~~Closing, ~~which~~ Atlas Energy will transfer ~~remain~~to inAHD ~~effect~~an ~~for~~amount upin cash equal to 7the amount of certain current liabilities being assumed by AHD.5 In ~~years~~certain circumstances, ofAHD ~~Atlas’s~~may ~~payment~~be required ~~and~~to ~~performance~~issue ~~obligations~~an ~~under~~additional 3,188,098 AHD common units in lieu of the ~~Development~~cash portion ~~Agreement.~~of the consideration payable by AHD.

~~Operator~~In ~~Arrangements~~addition to the sale described above and the AHD Distribution, the following transactions will occur at the AHD Closing:

~~The~~· Atlas ~~parties~~Energy will ~~enter~~contribute ~~into~~to ~~one~~AHD ~~or more JOA for each drilling unit and~~ all ~~or any portion~~ of the ~~Joint~~equity ~~Interests prior to drilling. Atlas~~interests ~~(or its designated subsidiary) will be designated to serve as the operator under each JOA (the “Operator”) and will operate the Joint Interests~~ in ~~accordance~~AHD ~~with the terms of the JOA (subject to the terms of the Development Agreement). Unless Atlas is required to operate pursuant to third-party contractual obligations~~GP, ~~then~~so ~~one year after closing, Reliance may elect to become the Operator of a project area~~ that itAHD ~~selects from among four possible project areas. If Reliance meets certain benchmarks with respect to the first project area, then it~~ will ~~have~~own the right to become Operator of a second project area and then, similarly, of a third project area. The Operator may be removed for good cause, including for material breaches of the Operator’s obligations, failure to cure any such breach within 60 days, and fraud, willful misconduct or gross negligence in the performance of its ~~duties~~general ~~under~~partner ~~the~~following ~~Development Agreement or under a JOA, and for certain transfers of~~ the ~~Joint Interests.~~ AHD Distribution;

~~Area~~· AHD will repay its outstanding promissory note to Atlas Energy, which currently is payable on demand by Atlas Energy and has an outstanding balance of ~~Mutual~~approximately ~~Interest~~$34 million;

~~Atlas will serve~~ · as ~~the~~described ~~exclusive leasing agent for properties~~ in the ~~AMI.~~current Ifreport ~~the~~on ~~Operator~~Form ~~acquires~~8-K ~~any~~filed ~~additional~~by ~~acreage~~AHD ~~in the AMI for~~on ~~the~~November ~~purpose of completing a drilling unit~~12, ~~the~~2010 ~~other party will be obligated to purchase its participating interest share of such additional acreage. If Atlas acquires any additional acreage in~~ (the ~~AMI that is not for the purpose of completing a drilling unit, Reliance will have the option to purchase its participating interest share of such additional acreage (~~“~~Option~~AHD ~~Acreage~~8-K”), on the ~~same~~limited ~~material~~partnership ~~terms~~agreement ~~and conditions. If Reliance chooses not to do so, Atlas will retain 100%~~ of ~~the~~AHD ~~Option~~and ~~Acreage,~~the ~~which~~limited ~~will~~liability becompany ~~excluded~~agreement ~~from~~of ~~the~~AHD ~~AMI~~GP ~~and~~ will ~~not~~each be ~~governed~~amended and byrestated; ~~the Development Agreement or by any JOA.~~ and

~~Reliance’s~~· as ~~Right~~described ofin ~~First~~the ~~Offer~~AHD 8-K, a new AHD equity plan will become effective.

IfAHD ~~Atlas~~has ~~desires~~obtained toa ~~sell~~commitment ~~more~~letter ~~than~~to 5%finance of the ~~interest~~cash itportion ~~holds as~~ of the ~~closing date in acreage outside the AMI to any non-affiliate,~~ ~~then~~consideration ~~Reliance~~payable ~~may~~pursuant ~~make an offer~~ to ~~purchase such interest. Atlas must accept Reliance’s offer if it is (a) for all of~~ the ~~interests~~AHD toTransaction beAgreement ~~sold by Atlas; (b) solely for cash~~ and ~~(on a present value basis) at least $8,000 per net acre;~~the ~~and~~repayment ~~(c) no less favorable to Atlas than the terms and conditions~~ of the ~~Development~~promissory ~~Agreement.~~note ~~The~~to ~~right~~Atlas ~~of first offer will terminate on the tenth anniversary of the closing date~~Energy.

~~Standstill~~Atlas Energy’s obligation to consummate the transactions contemplated by the AHD Transaction Agreement is subject to the satisfaction or waiver of the conditions to the consummation of the Laurel Mountain Acquisition and the satisfaction or waiver of the conditions to the consummation of the Merger. The transactions contemplated by the AHD Transaction Agreement also are subject to other customary closing conditions, including at least 20 days having elapsed from the mailing of an information statement to AHD limited partners in respect of Atlas Energy’s approval by written consent, in its capacity as holder of a majority of the common units of AHD, of the amendment and restatement of the AHD limited partnership agreement and the adoption of the new AHD equity plan. The transactions contemplated by the AHD Transaction Agreement are not subject to AHD’s receipt of financing or approval by Atlas Energy’s shareholders or, given the approval by written consent, AHD’s limited partners.

~~Also as part of the closing,~~ Atlas, ~~ATLS,~~Energy ~~Reliance~~ and ~~Reliance~~AHD ~~Industries~~have ~~Limited~~made ~~entered~~certain ~~into~~representations aand ~~standstill~~warranties ~~agreement~~in the ~~pursuant~~AHD toTransaction ~~which Reliance~~Agreement and ~~Reliance Industries Limited~~ agreed, ~~for five years and subject~~ to certain ~~exceptions~~covenants, ~~not~~including ~~to take any action to acquire any securities or~~ a two-year, ~~majority~~mutual ~~of the assets of ATLS or Atlas~~non-interference, ~~nor~~non-solicitation ~~to take certain other actions with respect to the voting securities of Atlas~~ and ~~ATLS.~~non-hire ~~The standstill agreement is attached hereto as Exhibit 2~~covenant.~~3 and is incorporated herein by reference.~~

~~Item 7.01. Regulation FD Disclosure.~~3

OnAtlas ~~April 21,~~Energy ~~2010,~~may ~~ATLS~~terminate ~~issued a press release announcing~~ the ~~closing~~AHD ofTransaction Agreement ~~the~~if ~~above-described transactions. A copy of~~ the ~~press release~~Merger isAgreement ~~attached hereto as Exhibit 99.1 and~~ is ~~incorporated herein by reference~~terminated. The ~~information~~AHD inTransaction ~~Exhibit~~Agreement also ~~99.1~~includes ~~shall~~customary ~~not~~termination berights, ~~deemed~~including ~~“filed”~~a ~~for~~provision ~~purposes~~permitting either ofAtlas ~~Section 18~~Energy ofor ~~the~~AHD ~~U.S.~~to ~~Securities~~terminate ~~Exchange~~if ~~Act~~the oftransactions ~~1934,~~contemplated asby ~~amended, nor~~the ~~shall~~AHD itTransaction beAgreement ~~incorporated~~are bynot ~~reference~~consummated inon ~~any~~or ~~filing~~before ~~under~~September ~~the U.S. Securities Act of 1933~~30, as2011 (with ~~amended.~~a Inpossible ~~addition,~~extension ~~Atlas does not assume any obligation to update such information~~ in ~~the~~certain ~~future~~circumstances).

3Employee Matters Agreement

~~Item~~In 9connection with entering into the AHD Transaction Agreement, Atlas Energy, AHD and AHD GP entered into an Employee Matters Agreement (the “EMA”).01 Under the EMA, certain employees who currently are employed by Atlas Energy will be transferred to AHD in connection with the AHD Closing. Certain ~~Financial~~pre-closing liabilities ~~Statements~~attributable to such transferred employees will generally be assumed by AHD and ~~Exhibits~~its post-closing affiliates. AHD will be required to establish benefit plans for such transferred employees, including a 401(k) plan and health and welfare benefit plans, as of the AHD Closing.

~~(d)~~Laurel ~~Exhibits.~~Mountain Purchase Agreement

2.2		Participation and Development Agreement dated as of April 20, 2010.*
2.3		Standstill, AMI and Transfer Restriction Agreement dated as of April 20, 2010.
99.1		Press Release, dated April 21, 2010.

The purchase price for the Laurel Mountain Acquisition is $403 million, subject to an adjustment based on certain capital contributions to and distributions from Laurel Mountain Midstream, LLC after January 1, 2011.

*Atlas ~~The~~Energy’s ~~exhibits~~obligation ~~and~~to ~~schedules~~consummate ~~have~~the ~~been~~Laurel ~~omitted~~Mountain ~~pursuant~~Acquisition is subject to ~~Item~~the ~~601(b)(2)~~satisfaction or waiver of ~~Regulation~~the ~~S-K~~conditions to the consummation of the transactions contemplated by the AHD Transaction Agreement and ~~will~~the besatisfaction or ~~provided~~waiver of the conditions to the ~~Securities~~consummation ~~and~~of ~~Exchange~~the ~~Commission~~Merger. The ~~upon~~Laurel Mountain ~~request~~Acquisition is subject to obtaining the approval of the required lenders under APL’s credit agreement. The Laurel Mountain Acquisition also is subject to customary closing conditions. The Laurel Mountain Acquisition is not subject to Atlas Energy’s receipt of financing or approval by Atlas Energy’s shareholders or APL’s limited partners.

4If Atlas Energy waives the closing condition in the Laurel Mountain Purchase Agreement that the conditions to the consummation of the Merger be satisfied or waived, and the Laurel Mountain Acquisition occurs but the Merger does not, and Atlas Energy subsequently sells some or all of the interest acquired in the Laurel Mountain Acquisition within one year of the closing of the Laurel Mountain Acquisition for an amount in excess of the purchase price, then Atlas Energy must pay 50% of such excess to APL.

~~SIGNATURES~~Atlas Energy may terminate the Laurel Mountain Purchase Agreement if the Merger Agreement is terminated. The Laurel Mountain Purchase Agreement also includes customary termination rights, including a provision permitting either Atlas Energy or APL to terminate if the Laurel Mountain Purchase Acquisition is not consummated on or before September 30, 2011 (with a possible extension in certain circumstances).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ * * *

	Atlas Energy Resources, LLC
Date: April 21, 2010	By:	/S/ MATTHEW A. JONES
	Name:	Matthew A. Jones
	Its:	Chief Financial Officer

The foregoing summaries of the AHD Transaction Agreement, EMA and Laurel Mountain Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the documents filed as Exhibits 2.1, 2.2 and 2.3, respectively, which are incorporated herein by reference.

5 4

~~EXHIBIT~~The ~~INDEX~~AHD Transaction Agreement, EMA and Laurel Mountain Purchase Agreement (the “Specified Agreements”) have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about Atlas Energy, ATN, AHD, AHD GP, APL, APL Sub or their respective affiliates. The Specified Agreements contain representations and warranties by the parties thereto, made solely for the benefit of such parties. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged in connection with signing the Specified Agreements. The disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Specified Agreements. Moreover, certain representations and warranties in the Specified Agreements were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk among the parties thereto. Accordingly, the representations and warranties in the Specified Agreements should not be relied on by any persons as characterizations of the actual state of facts about Atlas Energy, ATN, AHD, AHD GP, APL, APL Sub or their respective affiliates at the time they were made or otherwise.

Exhibit No.		Description
2.2		Participation and Development Agreement dated as of April 20, 2010.*
2.3		Standstill, AMI and Transfer Restriction Agreement dated as of April 20, 2010.
99.1		Press Release, dated April 21, 2010.

Item 8.01. Other Events.

*Other ~~The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.~~Agreements

6As described in the Atlas Energy 8-K, in connection with entering into the Merger Agreement, Edward E. Cohen and Jonathan Z. Cohen entered into a Voting Agreement with Chevron.

In connection with entering into the AHD Transaction Agreement, a subsidiary of Chevron entered into an agreement with certain subsidiaries of Atlas Energy that AHD will acquire in the AHD Sale pursuant to which, among other things, such subsidiaries will receive certain gas marketing services after the AHD Closing. Upon the AHD Closing, Atlas Energy and AHD or their applicable subsidiaries will enter into certain agreements pursuant to which they will provide each other with, among other things, certain transitional services and operational services.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.		Description
2.1		Transaction Agreement, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.2 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*
2.2		Employee Matters Agreement, by and among Atlas Energy, Inc., Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.3 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*
2.3		Purchase and Sale Agreement, by and among Atlas Pipeline Partners, L.P., APL Laurel Mountain, LLC, Atlas Energy, Inc., and Atlas Energy Resources, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.4 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*

* The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

* * *

Important Additional Information About this Transaction

Atlas Energy intends to file a proxy statement with the U.S. Securities and Exchange Commission in connection with the proposed merger of Atlas Energy and Chevron. Stockholders of Atlas Energy are urged to read the proxy statement when it becomes available, because it will contain important information. Stockholders will be able to obtain a free copy of the proxy statement, as well as other filings containing information about Atlas Energy and the merger, when available, without charge, at the U.S. Securities and Exchange Commission’s Internet site (www.sec.gov). In addition, copies of the proxy statement and other filings containing information about Atlas Energy and the proposed merger can be obtained, when available, without charge, by directing a request to Atlas Energy, Attention: Investor Relations, Westpointe Corporate Center One, 1550 Coraopolis Heights Road, 2nd Floor, Moon Township, PA 15108, by phone at (412) 262-2830, or on Atlas Energy’s Internet site at www.atlasenergy.com.

Atlas Energy and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed merger. In addition, because Atlas Energy controls the general partnership interest in AHD, which itself controls the general partnership interest in APL, directors and executive officers and other members of management and employees of AHD, APL and their respective general partner may be deemed to be participants in the solicitation of proxies from Atlas Energy stockholders in respect of the proposed merger. You can find information about Atlas Energy’s executive officers and directors in Atlas Energy’s definitive annual proxy statement filed with the SEC on April 13, 2010, information about the executive officers and directors of the general partner of AHD in the annual report on Form 10-K for AHD filed with the SEC on March 5, 2010, and information about the executive officers and directors of the general partner of APL in the annual report on Form 10-K for APL filed with the SEC on March 5, 2010. You can obtain free copies of Atlas Energy’s annual proxy statement, and Atlas Energy’s proxy statement in connection with the merger (when it becomes available), by contacting Atlas Energy’s investor relations department. You can obtain free copies of AHD’s annual report and APL’s annual report by contacting the investor relations department of AHD and APL, respectively. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
2.1		Transaction Agreement, by and among Atlas Energy, Inc., Atlas Energy Resources, LLC, Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.2 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*
2.2		Employee Matters Agreement, by and among Atlas Energy, Inc., Atlas Pipeline Holdings, L.P. and Atlas Pipeline Holdings GP, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.3 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*
2.3		Purchase and Sale Agreement, by and among Atlas Pipeline Partners, L.P., APL Laurel Mountain, LLC, Atlas Energy, Inc., and Atlas Energy Resources, LLC, dated November 8, 2010 (incorporated by reference to Exhibit 2.4 to the current report on Form 8-K filed by Atlas Energy, Inc. on November 12, 2010).*

* The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

ATLAS ENERGY RESOURCES, LLC

Date: November 12, 2010

/s/ Jonathan Z. Cohen

Jonathan Z. Cohen

Vice Chairman

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