United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-54378

ATLAS RESOURCES SERIES 28-2010 L.P.

(Name of small business issuer in its charter)

Delaware		27-2101952
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Park Place Corporate Center One
1000 Commerce Drive, 4th Floor
Pittsburgh, PA		15275
(Address of principal executive offices)		(zip code)

Issuer’s telephone number, including area code: (412)-489-0006

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

ATLAS RESOURCES SERIES 28-2010 L.P.

(A Delaware Limited Partnership)

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

		PAGE
PART I.	FINANCIAL INFORMATION (Unaudited)
Item 1:
	Condensed Balance Sheets as of March 31, 2016 and December 31, 2015	3
	Condensed Balance Sheets as of June 30, 2016 and December 31, 2015	3
	Condensed Statements of Operations for the Three Months ended March 31, 2016 and 2015	4
	Condensed Statements of Operations for the Three and Six Months ended June 30, 2016 and 2015	4
	Condensed Statements of Comprehensive (Loss) Income for the Three Months ended March 31, 2016 and 2015	5
	Condensed Statements of Comprehensive (Loss) Income for the Three and Six Months ended June 30, 2016 and 2015	5
	Condensed Statement of Changes in Partners’ Capital for the Three Months ended March 31, 2016	6
	Condensed Statement of Changes in Partners’ Capital for the Six Months ended June 30, 2016	6
	Condensed Statements of Cash Flows for the Three Months ended March 31, 2016 and 2015	7
	Condensed Statements of Cash Flows for the Six Months ended June 30, 2016 and 2015	7
	Notes to Condensed Financial Statements	8
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 4:	Controls and Procedures	1718
PART II.	OTHER INFORMATION
Item 1:	Legal Proceedings	18
Item 6:	Exhibits	19
SIGNATURES		20
CERTIFICATIONS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED BALANCE SHEETS

(Unaudited)

	March 31,2016		December 31,2015
	June 30,2016		December 31,2015
ASSETS
Current assets:
Cash	$	-506,600	$	181,200
Accounts receivable trade -affiliate		1,067,900		1,068,400
Accounts receivable trade-affiliate		651,400		1,068,400
Current portion of derivative assets		~~672~~286,~~300~~900		799,500
Total current assets		1,~~740~~444,~~200~~900		2,049,100
Gas and oil properties, net		2625,~~205~~779,900		26,622,200
Long-term asset retirement receivable-affiliate		5775,~~800~~200		40,400
Total assets	$	2827,~~003~~300,~~900~~000	$	28,711,700
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accrued liabilities	$	230,000	$	181,600
Accounts payable trade-affiliate	$	130,700	$	-
Put premiums payable-affiliate		114,700		162,700
Accrued liabilities		161,200		181,600
Total current liabilities		344,700		344,300
Put premiums payable-affiliate		82,500		162,700
Asset retirement obligations		3,835,400		3,793,000
Total current liabilities		374,400		344,300
Asset retirement obligations		3,877,800		3,793,000
Commitments and contingencies (Note 6)
Partners’ capital:
Managing general partner’s interest		3,~~829~~773,~~800~~500		3,905,600
Limited partners’ interest (7,500 units)		19,~~991~~272,~~100~~500		20,665,000
Accumulated other comprehensive income		21,~~900~~800		3,800
Total partners’ capital		23,~~823~~047,800		24,574,400
Total liabilities and partners’ capital	$	2827,~~003~~300,~~900~~000	$	28,711,700

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2016			2015	~~2015~~		2016		2015
REVENUES
Natural gas	$	1,~~151~~157,~~200~~300		$	$1,631,400	~~2,365,900~~	$	2,308,500	$	3,997,300
Gain on mark-to-market derivatives		122,400				75,500
(Loss) gain on mark-to-market derivatives		(134,200)			96,800			(11,800)		172,300
Total revenues		1,~~273~~023,~~600~~100			1,728,200	~~2,441,400~~		2,296,700		4,169,600
COSTS AND EXPENSES
Production		~~968~~781,~~000~~600			1,276,400	~~1,076,200~~		1,749,600		2,352,600
Depletion		~~416~~409,~~300~~700			647,200	~~597,100~~		826,000		1,244,300
Accretion of asset retirement obligations		42,400			55,000	~~55,000~~		84,800		110,000
General and administrative		33,~~600~~200			35,000	~~34,200~~		66,800		69,200
Total costs and expenses		1,~~460~~266,~~300~~900			2,013,600	~~1,762,500~~		2,727,200		3,776,100
Net (loss) income	$	(~~186~~243,~~700~~800)	)	$	$(285,400)	~~678,900~~	$	(430,500)	$	393,500
Allocation of net (loss) income:
Managing general partner	$	~~(24~~50,800	)	$	$14,400	~~246,700~~	$	26,000	$	261,100
Limited partners	$	(~~161~~294,~~900~~600)	)	$	$(299,800)	~~432,200~~	$	(456,500)	$	132,400
Net (loss) income per limited partnership unit	$	(2239)	)	$	$(40)	58	$	(61)	$	18

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2016			2015	~~2015~~		2016		2015
Net (loss) income	$	(~~186~~243,~~700~~800)	)	$	$(285,400)	~~678,900~~	$	(430,500)	$	393,500
Other comprehensive loss:
Difference in estimated hedge receivable		-			(178,800)	~~98,600~~		-		(80,200)
Reclassification adjustment to net (loss) income of mark-to-market gains on cash flow hedges		(~~900~~1,100)	)		123,800	~~(150,200~~	)	(2,000)		(26,400)
Total other comprehensive loss		(~~900~~1,100)	)		(55,000)	~~(51,600~~	)	(2,000)		(106,600)
Comprehensive (loss) income	$	(~~187~~244,~~600~~900)	)	$	$(340,400)	~~627,300~~	$	(432,500)	$	286,900

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

FOR THE ~~THREE~~SIX MONTHS ENDED

~~March~~June 3130, 2016

(Unaudited)

	ManagingGeneralPartner			LimitedPartners			Accumulated OtherComprehensiveIncome (Loss)			Total
Balance at December 31, 2015	$	3,905,600		$	20,665,000		$	3,800		$	24,574,400
Participation in revenues, costs and expenses:
Net production revenues		75225,~~800~~500			~~107~~333,400			-			~~183~~558,~~200~~900
Gain on mark-to-market derivatives		-			122,400			-			122,400
Loss on mark-to-market derivatives		-			(11,800)			-			(11,800)
Depletion		(72142,~~100~~500)	)		(~~344~~683,~~200~~500)	)		-			(~~416~~826,~~300~~000)	)
Accretion of asset retirement obligations		(1531,900)	)		(2652,~~500~~900)	)		-			(4284,~~400~~800)	)
General and administrative		(1225,~~600~~100)	)		(2141,~~000~~700)	)		-			(3366,~~600~~800)	)
Net loss		(24,800	)		(161,900	)		-			(186,700	)
Net income (loss)		26,000			(456,500)			-			(430,500)
Other comprehensive loss		-			-			(~~900~~2,000)	)		(~~900~~2,000)	)
Subordination		(51131,~~000~~300)	)		51131,~~000~~300			-			-
Distributions to partners		-(26,800)			(~~563~~1,~~000~~067,300)	)		-			(~~563~~1,~~000~~094,100)	)
Balance at March 31, 2016	$	3,829,800		$	19,991,100		$	2,900		$	23,823,800
Balance at June 30, 2016	$	3,773,500		$	19,272,500		$	1,800		$	23,047,800

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months EndedMarch 31,
	Six Months EndedJune 30,
	2016			2015
Cash flows from operating activities:
Net (loss) income	$	(~~186~~430,~~700~~500)	)	$	~~678~~393,~~900~~500
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depletion		~~416~~826,~~300~~000			~~597~~1,~~100~~244,300
Non-cash loss (gain) on derivative value		78,300			(127,100	)
Non-cash loss on derivative value		430,400			129,100
Accretion of asset retirement obligations		4284,~~400~~800			55110,000
Changes in operating assets and liabilities:
Decrease in accounts receivable trade-affiliate		~~500~~417,000			~~307~~1,~~300~~182,400
Increase in asset retirement receivable-affiliate		(1734,~~400~~800)	)		(2032,~~200~~300)	)
Increase (decrease) in accrued liabilities		48,400			(47,300	)
Increase in accounts payable trade-affiliate		130,700			-
Net cash provided by operating activities		381,800			1,443,700
Decrease in accrued liabilities		(20,400)			(52,700)
Net cash provided by operating activities		1,403,200			2,974,300
Cash flows from investing activities:
Proceeds from the sale of tangible equipment		16,300			-
Proceeds from the sale of gas and oil properties		-			150,000
Net cash provided by investing activities		-16,300			150,000
Cash flows from financing activities:
Distributions to partners		(~~563~~1,~~000~~094,100)	)		(13,~~593~~124,~~600~~300)	)
Net cash used in financing activities		(~~563~~1,~~000~~094,100)	)		(13,~~593~~124,~~600~~300)	)
Net change in cash		~~(181~~325,~~200~~400	)		~~100~~-
Cash beginning of period		181,200			-
Cash at end of period	$	-506,600		$	~~100~~-

See accompanying notes to condensed financial statements.

ATLAS RESOURCES SERIES 28-2010 L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~March~~June 3130, 2016

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Atlas Resources Series 28-2010 L.P. (the “Partnership”) is a Delaware limited partnership, formed on April 1, 2010 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Atlas Resource Partners, L.P. (“ARP”) (~~NYSE~~OTC: ~~ARP~~ARPJ). Unless the context otherwise requires, references to “the Partnership,” “we,” “us” and “our”, refer to Atlas Resources Series 28-2010 L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”; ~~OTCQX~~OTC: ATLS) manages ARP’s operations and activities through its ownership of ARP’s general partner interest.

The Partnership has drilled and currently operates wells located in Pennsylvania, Tennessee, Indiana and Colorado. The Partnership has no employees and relies on the MGP for management, which in turn, relies on its parent company, Atlas Energy Group, for administrative services.

The Partnership’s operating cash flows are generated from its wells, which produce natural gas. Produced natural gas is then delivered to market through affiliated and/or third-party gas gathering systems. The Partnership intends to produce its wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. The Partnership does not expect to drill additional wells and expects no additional funds will be required for drilling.

The condensed financial statements, which are unaudited, except for the balance sheet at December 31, 2015, which is derived from audited financial statements, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and six months ended June 30, 2016 may not necessarily be indicative of the results of operations for the year ended December 31, 2016.

Liquidity and Capital Resources

The Partnership is generally limited to the amount of funds generated by the cash flow from its operations to fund its obligations and make distributions, if any, to its partners. Prices for oil and natural gas began to decline significantly during the fourth quarter of 2014 and have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted the Partnership’s revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on the Partnership’s liquidity position. In addition, the Partnership has experienced significant downward revisions of its natural gas and oil reserves volumes and values due to the declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the MGP’s decision to liquidate the Partnership’s operations.

The natural gas, oil and natural gas liquids commodity price markets have suffered significant declines throughout 2015 and have continued to decline and remain low in 2016. The extreme ongoing volatility in the energy industry and commodity prices will likely continue to impact the Partnership’s outlook. The Partnership has experienced downward revisions of its natural gas and oil reserves volumes and values due to the significant declines in commodity prices. The MGP continues to implement various cost saving measures to reduce the Partnership’s operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be opportunistic and aggressive in managing the Partnership’s cost structure and, in turn, liquidity to meet its operating needs. To the extent commodity prices remain low or decline further, or the Partnership experiences other disruptions in the industry, the Partnership’s ability to fund its operations and make distributions may be further impacted, and could result in the MGP’s decision to liquidate the Partnership’s operations.

If, however, the MGP were to decide to liquidate our operations, the liquidation valuation of the Partnership’s assets and liabilities would be determined by an independent expert. It is possible that based on such determination, we would not be able to make any liquidation distributions to our limited partners. A liquidation could result in the transfer of the post-liquidation assets and liabilities of the Partnership to the MGP and would occur without any further contributions from or distributions to the limited partners.

Historically, there has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations and distributions to its partners. However, the recent significant declines in commodity prices may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. To the extent commodity prices remain low or decline further, ARP experiences disruptions in the financial markets impacting its respective longer-term access to or cost of capital, or ARP experiences any of the other impacts to its liquidity discussed below, the MGP’s ability to continue the Partnership’s operations may be impacted.

~~ARP’s~~Historically, ~~revolving~~there ~~credit~~has ~~facility~~been isno ~~currently~~need into borrow funds from the ~~process~~MGP ofto ~~its~~fund ~~semi-annual~~operations ~~redetermination. Based~~as onthe ~~projected~~cash ~~market~~flow ~~conditions,~~from ~~continued~~the ~~declines~~Partnership’s inoperations ~~commodity~~have ~~prices~~been ~~and~~adequate ~~recent~~to ~~conversations~~fund ~~with~~its obligations and distributions to its ~~administrative~~partners. ~~agent~~However, ~~ARP~~the ~~expects~~recent ~~that~~significant ~~its~~declines ~~borrowing~~in ~~base~~commodity ~~will~~prices behave ~~redetermined~~challenged tothe aPartnership’s ~~level~~ability ~~below~~to fund its ~~outstanding~~operations ~~borrowings~~and asmay ofmake ~~March~~it ~~31,~~uneconomical ~~2016. If~~for ~~ARP’s~~the ~~borrowing~~Partnership ~~base~~to isproduce ~~redetermined~~its ~~below~~wells ~~its~~until ~~current~~they ~~outstanding~~are ~~borrowings~~depleted ~~and~~as ~~ARP~~the isPartnership ~~unable~~originally tointended. ~~repay~~Accordingly, the ~~deficiency~~MGP ordetermined ~~deposit~~that ~~additional~~there ~~collateral~~is tosubstantial ~~eliminate~~doubt ~~such~~about ~~deficiency,~~the orPartnership’s ifability ~~ARP~~to ~~experiences~~continue ~~any~~as ~~other~~a ~~event~~going ofconcern. ~~default~~The onMGP ~~its~~intends, ~~debt~~as ~~obligations~~necessary, orto ifcontinue ~~other~~the ~~debt~~Partnership’s ~~agreements~~operations ~~cross-default,~~ and to fund the ~~lenders~~Partnership’s ~~accelerate~~obligations ~~the~~for ~~maturity~~at ofleast ~~any~~the ~~other~~next ~~outstanding~~twelve ~~debts,~~months. To the ~~MGP,~~extent ~~may~~commodity ~~not~~prices ~~have~~remain ~~sufficient~~low ~~liquidity~~or todecline ~~continue~~further ~~the~~or ~~Partnership’s~~ARP ~~operations,~~is ~~and~~unsuccessful in completing its Restructuring (as adefined ~~result,~~below) ~~there~~or ~~would~~the beplan ~~substantial~~(as ~~doubt~~defined ~~regarding~~below), the ~~Partnership~~MGP’s ability to continue asthe aPartnership’s ~~going~~operations ~~concern~~may be further impacted.

~~The~~ARP ~~condensed~~Restructuring ~~financial statements, which are unaudited, except for the balance sheet at December 31, 2015, which is derived from audited financial statements, have been prepared pursuant to the rules~~ and ~~regulations~~Chapter of11 ~~the~~Bankruptcy Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three months ended March 31, 2016 may not necessarily be indicative of the results of operations for the year ended December 31, 2016.Proceedings

On July 25, 2016, ARP and certain of its subsidiaries, including the MGP, and Atlas Energy Group, solely with respect to certain sections thereof, entered into a restructuring support agreement with ARP’s lenders (the “Restructuring Support Agreement”) to support ARP’s restructuring that will reduce debt on its balance sheet (the “Restructuring”) pursuant to a pre-packaged plan of reorganization (the “Plan”). The Plan will position ARP for the future and is expected to be completed before the end of the third quarter of 2016, after which ARP should emerge from Chapter 11 (as defined below), backed by its stakeholders, committed to investing capital to develop its exploration and production assets, as well as its tax-advantaged drilling partnership program.

On July 27, 2016, ARP and certain of its subsidiaries, including the MGP, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The cases commenced thereby are being jointly administered under the caption “In re: ATLAS RESOURCE PARTNERS, L.P., et al.” Interested parties should refer to the information and the limitations and qualifications discussed in the disclosure statement related to the Restructuring which was filed as Exhibit 99.1 to ARP’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2016.

The MGP intends to continue to operate the Partnership’s businesses as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of Chapter 11 and the orders of the Bankruptcy Court. Under the Plan, it is contemplated that all suppliers, vendors, employees, royalty owners, trade partners and landlords will be unimpaired and will be satisfied in full in the ordinary course of business, and the MGP’s existing trade contracts and terms will be maintained. To assure ordinary course operations, the MGP obtained interim approval from the Bankruptcy Court on a variety of “first day” motions, including motions seeking authority to use cash collateral on a consensual basis, pay wages and benefits for individuals who provide services to the Partnership, and pay vendors, oil and gas obligations and other creditor claims in the ordinary course of business.

The Partnership is not a party to the Restructuring Support Agreement. The ARP Restructuring is not expected to materially impact the MGP or its ability to perform as the managing general partner and operator of the Partnership’s operations. In June 2016, the MGP transferred $380,900 of funds to the Partnership based on projected monthly distributions to their limited partners over the next several months to ensure accessible distribution funding coverage in accordance with the Partnership’s operations and partnership agreements in the event the MGP experiences a prolonged restructuring period as the MGP performs all administrative and management functions for the Partnerships. On July 26, 2016, the MGP adopted certain amendments to our partnership agreement, in accordance with the MGP’s ability to amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, to provide that bankruptcy and insolvency events, such as the MGP’s Chapter 11 filing, with respect to the managing general partner will not cause the managing general partner to cease to serve as the managing general partner of the Partnership nor cause the termination of the Partnership.

Atlas Energy Group is not a party to the ARP Restructuring. Atlas Energy Group remains controlled by the same ownership group and management team and thus, the ARP Restructuring is not expected to have a material impact on the ability of Atlas Energy Group management to operate ARP or the other Atlas Energy Group businesses.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the Partnership’s condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities that exist at the date of the Partnership’s condensed financial statements, as well as the reported amounts of revenues and costs and expenses during the reporting periods. The Partnership’s condensed financial statements are based on a number of significant estimates, including the revenue and expense accruals, depletion, impairments, fair value of derivative instruments and the probability of forecasted transactions. The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Actual results could differ from those estimates.

The natural gas industry principally conducts its business by processing actual transactions as many as 60 days after the month of delivery. Consequently, the most recent two months’ financial results were recorded using estimated volumes and contract market prices. Differences between estimated and actual amounts are recorded in the following months’ financial results. Management believes that the operating results presented for the three months ended March 31, 2016 and 2015 represent actual results in all material respects.

Gas and Oil Properties

The following is a summary of gas and oil properties at the dates indicated:

	March 31,2016			December 31,2015
	June 30,2016			December 31,2015
Proved properties:
Leasehold interests	$	5,301,300		$	5,301,300
Wells and related equipment		159,~~436~~420,~~400~~100			159,436,400
Total natural gas and oil properties		164,~~737~~721,~~700~~400			164,737,700
Accumulated depletion and impairment		(138,~~531~~941,~~800~~500)	)		(138,115,500	)
Gas and oil properties, net	$	2625,~~205~~779,900		$	26,622,200

As a result of the recent significant declines in commodity prices and associated recorded impairment charges, the remaining net book value of gas and oil properties on our condensed balance ~~sheet~~sheets at ~~March~~June 3130, 2016 and December 31, 2015 was primarily related to the estimated salvage value of such properties. The estimated salvage values were based on the MGP’s historical experience in determining such values.

Recently Issued Accounting Standards

In August 2014, the FASB updated the accounting guidance related to the evaluation of whether there is substantial doubt about an entity’s ability to continue as a going concern. The updated accounting guidance requires an entity’s management to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year from the date the financial statements are issued and provide footnote disclosures, if necessary. The updated guidance is effective as of January 1, 2017 and the Partnership is currently in the process of determining the impact of providing the enhanced disclosures, as applicable, within its condensed financial statements.

In May 2014, the FASB updated the accounting guidance related to revenue recognition. The updated accounting guidance provides a single, contract-based revenue recognition model to help improve financial reporting by providing clearer guidance on when an entity should recognize revenue, and by reducing the number of standards to which an entity has to refer. In July 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The updated accounting guidance provides companies with alternative methods of adoption. The Partnership is currently in the process of determining the impact that the updated accounting guidance will have on its condensed financial statements and its method of adoption.

NOTE 3 - DERIVATIVE INSTRUMENTS

The MGP, on behalf of the Partnership, uses a number of different derivative instruments, principally put contracts, in connection with the partnership’s commodity price risk management activities. The Partnership does not apply hedge accounting to any of its derivative instruments. As a result, gains and losses associated with derivative instruments are recognized in earnings.

The Partnership enters into commodity put contracts to achieve more predictable cash flows by hedging the Partnership’s exposure to changes in commodity prices. At any point in time, such contracts may include regulated NYMEX futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the physical delivery of the commodity. These contracts have been recorded at their fair values.

The Partnership reflected net derivative assets on its balance sheets of $672,300 and $799,500 at March 31, 2016 and December 31, 2015, respectively.

The following table summarizes the gains or losses recognized within the statements of operations for derivative instruments previously designated as cash flow hedges for the periods indicated:

	Three Months Ended
	March 31,
	2016			2015
Gains reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	(900	)	$	150,200
Gains subsequent to hedge accounting recognized in gain on mark-to-market derivatives	$	122,400		$	75,500

The Partnership enters into commodity put contracts to achieve more predictable cash flows by hedging the Partnership’s exposure to changes in commodity prices. At ~~March~~any ~~31,~~point ~~2016~~in time, such contracts may include regulated New York Mercantile Stock Exchange (“NYMEX”) futures and options contracts and non-regulated over-the-counter ~~Partnership~~futures ~~had~~contracts with qualified counterparties. NYMEX contracts are generally settled with offsetting positions, but may be settled by the ~~following~~physical delivery of the commodity. ~~derivatives:~~These contracts have been recorded at their fair values.

The Partnership reflected net derivative assets on its balance sheets of $286,900 and $799,500 at June 30, 2016 and December 31, 2015, respectively.

The following table summarizes the commodity derivative activity and presentation in the condensed statements of operations for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Gains (losses) reclassified from accumulated other comprehensive income into natural gas and oil revenues	$	1,100	$	(123,800)	$	2,000	$	26,400
(Losses) gains subsequent to hedge accounting recognized in (loss) gain on mark-to-market derivatives	$	(134,200)	$	96,800	$	(11,800)	$	172,300

At June 30, 2016, the Partnership had the following commodity derivatives:

Natural Gas Fixed Price Swaps - Limited Partners

Production Period EndingDecember 31,

Volumes

AverageFixed Price

Fair ValueAsset(2)

(MMBtu)(1)

(per MMBtu)(1)

2016

~~172~~114,~~300~~800

4.46

~~384~~165,~~800~~400

Natural Gas Put Options - Limited Partners

Production Period EndingDecember 31,

Volumes (3)

AverageFixed Price

Fair ValueAsset(2)

(MMBtu)(1)

(per MMBtu)(1)

2016

~~149~~107,~~400~~500

4.15

~~287~~121,500

Limited Partner’s Commodity Derivatives, net

~~672~~286,~~300~~900

(1)“MMBtu” represents million British Thermal Units.

(2)Fair value based on forward NYMEX natural gas prices, as applicable.

At March 31, 2016, the MGP had a secured hedge facility agreement with a syndicate of banks under which the Partnership has the ability to enter into derivative contracts to manage its exposure to commodity price movements. Under the MGP’s revolving credit facility, the Partnership is required to utilize this secured hedge facility for future commodity risk management activity. (3)The ~~Partnership’s~~production ~~obligations~~volume under the facility are secured by mortgages on its gas and oil properties and first priority security interests in substantially all of its assets and are guaranteed by the MGP. The MGP administers the commodity price risk management activity for ~~the~~2016 ~~Partnership~~include ~~under~~ the ~~secured~~remaining ~~hedge~~six ~~facility.~~months The secured hedge facility agreement contains covenants that limit the Partnership’s ability to incur indebtedness, grant liens, make loans or investments, make distributions if a default under the secured hedge facility agreement exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions, including a sale of ~~all~~2016 orbeginning ~~substantially~~July ~~all of its assets. As of March 31~~1, 2016~~, only the Partnership’s natural gas swaps are included in the secured hedge facility~~.

AsAt June 30, 2016, the ~~underlying~~MGP ~~prices~~had ~~and~~a ~~terms~~secured inhedge facility agreement with a syndicate of banks under which the Partnership’s has the ability to enter into derivative contracts ~~were~~to ~~consistent~~manage ~~with~~its exposure to commodity price movements. Under the ~~indices~~MGP’s ~~used~~revolving credit facility, the Partnership is required to ~~sell~~utilize ~~its~~this ~~natural~~secured hedge facility for future commodity risk management activity. The Partnership’s obligations under the facility are secured by mortgages on its gas and oil properties and first priority security interests in substantially all of its assets and are guaranteed by the MGP. The MGP administers the commodity price risk management activity for the Partnership under the secured hedge facility. The secured hedge facility agreement contains covenants that limit the Partnership’s ability to incur indebtedness, ~~there~~grant ~~were~~liens, nomake ~~gains~~loans or ~~losses~~investments, ~~recognized~~make ~~during~~distributions if a default under the ~~three~~secured ~~months~~hedge ~~ended~~facility ~~March~~agreement 31exists or would result from the distribution, merge into or consolidate with other persons, enter into commodity or interest rate swap agreements that do not conform to specified terms or that exceed specified amounts, or engage in certain asset dispositions, including a sale of all or substantially all of its assets. As of June 30, 2016, ~~and~~only ~~2015~~the ~~for~~Partnership’s natural gas swaps are included in the secured hedge ~~ineffectiveness~~facility.

Accumulated Other Comprehensive Income

As a result of the put options, swaps and the unrealized gains recognized in income in prior periods due to natural gas and oil property impairments, the Partnership recorded a net deferred gain on its balance sheet in accumulated other comprehensive income of $2,900 as of March 31, 2016. Included in accumulated other comprehensive income are unrealized gains of $184,600, net of the MGP interest, that were recognized in income as a result of gas and oil property impairments during prior periods. During the three months ended March 31, 2016, $18,700 of net losses were recorded by the Partnership and allocated only to the limited partners. Of the remaining $2,900 of net unrealized gain in accumulated other comprehensive income, the Partnership will reclassify $2,900 of net gains to the Partnership’s statements of operations over the next twelve month period.

An event of default occurred under the secured hedging facility agreement upon the MGP’s filing of voluntary petitions for relief under Chapter 11. The lenders under the secured hedge facility agreed to forbear from exercising remedies in respect of such event of default while the Chapter 11 filings are pending and, upon occurrence of the effective date of the Plan contemplated by the Restructuring Support Agreement, such event of default will no longer be deemed to exist or to continue under the secured hedge facility.

In addition, it will be an event of default under the MGP’s revolving credit facility if the MGP breaches an obligation governed by the secured hedge facility, and the effect of such breach is to cause amounts owing under swap agreements governed by the secured hedge facility to become immediately due and payable.

As the underlying prices and terms in the Partnership’s derivative contracts were consistent with the indices used to sell its natural gas and oil, there were no gains or losses recognized during the three and six months ended June 30, 2016 and 2015 for hedge ineffectiveness.

NOTE 4 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Partnership uses a market approach fair value methodology to value ~~the assets and liabilities for~~ its outstanding derivative contracts. The fair value of a financial instrument depends on a number of factors, including the availability of observable market data over the contractual term of the underlying instrument. The Partnership separates the fair value of its financial instruments into three levels (Levels 1, 2 and 3) based on its assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. As of ~~March~~June 3130, 2016 and December 31, 2015, all derivative financial instruments were classified as Level 2.

Information for assets measured at fair value at ~~March~~June 3130, 2016 and December 31, 2015 was as follows:

Level 1

Level 2

Level 3

Total

As of March 31, 2016

As of June 30, 2016

Derivative assets, gross

Commodity swaps

~~384~~165,~~800~~400

Commodity puts

~~287~~121,500

Total derivative assets, gross

~~672~~286,~~300~~900

	Level 1		Level 2		Level 3		Total
As of December 31, 2015
Derivative assets, gross
Commodity swaps	$	-	$	447,200	$	-	$	447,200
Commodity puts		-		352,300		-		352,300
Total derivative assets, gross	$	-	$	799,500	$	-	$	799,500

NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Partnership has entered into the following significant transactions with the MGP and its affiliates as provided under its Partnership Agreement. Administrative costs, which are included in general and administrative expenses in the Partnership’s condensed statements of operations, are payable at $75 per well per month. Monthly well supervision fees, which are included in production expense in the Partnership’s condensed statements of operations, are payable at $975 per well per month for Marcellus wells, $1,500 per well per month for New Albany wells, and for Colorado wells a fee of $400 is charged per well per month for operating and maintaining the wells. Well supervision fees are proportionately reduced to the extent the Partnership does not acquire 100% of the working interest in a well. Transportation fees are included in production expenses in the Partnership’s condensed statements of operations and are generally payable at 16% of the natural gas sales price. Direct costs, which are included in production and general administrative expenses in the Partnership’s statements of operations, are payable to the MGP and its affiliates as reimbursement for all costs expended on the Partnership’s behalf.

The following table provides information with respect to these costs and the periods incurred.

	Three Months EndedMarch 31,
	2016		2015
Administrative fees	$	16,800	$	18,400
Supervision fees		182,300		214,400
Transportation fees		123,400		231,800
Direct costs		679,100		645,700
Total	$	1,001,600	$	1,110,300

The ~~MGP~~following ~~and~~table ~~its~~provides ~~affiliates~~information ~~perform~~with ~~all~~respect ~~administrative~~to ~~and~~these ~~management~~costs ~~functions for the Partnership, including billing revenues~~ and ~~paying expenses. Accounts receivable trade-affiliate on~~ the ~~Partnership’s~~periods ~~balance sheets includes the net production revenues due from the MGP~~incurred.

	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Administrative fees	$	16,400	$	18,300	$	33,200	$	36,700
Supervision fees		172,400		211,000		354,700		425,400
Transportation fees		137,100		179,600		260,500		411,400
Direct costs		488,900		902,500		1,168,000		1,548,300
Total	$	814,800	$	1,311,400	$	1,816,400	$	2,421,800

The MGP and its affiliates perform all administrative and management functions for the Partnership, including billing revenues and paying expenses. Accounts receivable trade-affiliate on the Partnership’s condensed balance sheets includes the net production revenues due from the MGP.

Subordination by Managing General Partner

Under the terms of the Partnership Agreement, the MGP may be required to subordinate up to 50% of its share of net production revenues of the Partnership to the benefit of the limited partners for an amount equal to at least 12% of their net subscriptions in the first 12-month subordination period, 10% of their net subscriptions in each of the next three 12-month subordination periods, and 8% of their net subscriptions in the fifth 12-month subordination period determined on a cumulative basis, in each of the first five years of Partnership operations, commencing with the first distribution to the limited partners (March 2011) and 60 months from that date. The MGP subordinated $51131,~~000~~300 and $~~287~~553,~~100~~200 of its net production revenues to the limited partners for the ~~three~~six months ended ~~March~~June 3130, 2016 and 2015, respectively.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

General Commitments

Subject to certain conditions, investor partners may present their interests beginning in 2015 for purchase by the MGP. The purchase price is calculated by the MGP in accordance with the terms of the partnership agreement. The MGP is not obligated to purchase more than 5% of the total outstanding units in any calendar year. In the event that the MGP is unable to obtain the necessary funds, it may suspend its purchase obligation.

Beginning one year after each of the Partnership’s wells has been placed into production, the MGP, as operator, may retain $200 per month per well to cover estimated future plugging and abandonment costs. As of ~~March~~June 3130, 2016, the MGP has withheld $5775,~~800~~200 of net production revenue for future plugging and abandonment costs.

Legal Proceedings

The Partnership isand aaffiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising out of the ordinary course of its business. Management ~~believes~~and the MGP’s management believe that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s or the MGP’s financial condition or results of operations.

Affiliates of the MGP and their subsidiaries are party to various routine legal proceedings arising in the ordinary course of their respective businesses. The MGP’s management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the MGP’s financial condition or results of operations. 13

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

Forward-Looking Statements

When used in this Form 10-Q, the words “believes”, “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results stated or implied in this document. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to forward-looking statements which we may make to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

General

Atlas Resources Series 28-2010 L.P. is a Delaware limited partnership, formed on April 1, 2010 with Atlas Resources, LLC serving as its Managing General Partner and Operator (“Atlas Resources” or the “MGP”). Atlas Resources is an indirect subsidiary of Atlas Resource Partners, L.P. (“ARP”) (~~NYSE~~OTCQX: ~~ARP~~ARPJ). Unless the context otherwise requires, references to “the Partnership,” “we,” “us” and “our”, refer to Atlas Resources Series 28-2010 L.P.

Atlas Energy Group, LLC (“Atlas Energy Group”) manages ARP’s operations and activities through its ownership of the ARP’s general partner interest.

We have drilled and currently operate wells located in Pennsylvania, Tennessee, Indiana, and Colorado. We have no employees and rely on our MGP for management, which in turn, relies on its parent company, Atlas Energy Group, for administrative services.

We intend to continue to produce our wells until they are depleted or become uneconomical to produce, at which time they will be plugged and abandoned or sold. We expect that no other wells will be drilled and no additional funds will be required for drilling.

Overview

The following discussion provides information to assist in understanding our financial condition and results of operations. Our operating cash flows are generated from our wells, which produce primarily natural gas, but also some oil. Our produced natural gas and oil is then delivered to market through affiliated and/or third-party gas gathering systems. Our ongoing operating and maintenance costs have been and are expected to be fulfilled through revenues from the sale of our natural gas and oil production. We pay our MGP, as operator, a monthly well supervision fee, which covers all normal and regularly recurring operating expenses for the production and sale of natural gas and oil such as:

well tending, routine maintenance and adjustment;

reading meters, recording production, pumping, maintaining appropriate books and records; and

preparation of reports for us and government agencies.

The well supervision fees, however, do not include costs and expenses related to the purchase of certain equipment, materials and brine disposal. If these expenses are incurred, we pay cost for third-party services, materials and a competitive charge for services performed directly by our MGP or its affiliates. Also, beginning one year after each of our wells has been placed into production, our MGP, as operator, may retain $200 per month, per well, to cover the estimated future plugging and abandonment costs of the well. As of ~~March~~June 3130, 2016, our MGP has withheld $5775,~~800~~200 of net production revenues for this purpose.

Markets and Competition

The availability of a ready market for natural gas and oil produced by us, and the price obtained, depends on numerous factors beyond our control, including the extent of domestic production, imports of foreign natural gas and oil, political instability or terrorist acts in gas and oil producing countries and regions, market demand, competition from other energy sources, the effect of federal regulation on the sale of natural gas and oil in interstate commerce, other governmental regulation of the production and transportation of natural gas and oil and the proximity, availability and capacity of pipelines and other required facilities. Our MGP is responsible for selling our production. During 2016 and 2015, we experienced no problems in selling our natural gas and oil. Product availability and price are the principal means of competing in selling natural gas and oil production. While it is impossible to accurately determine our comparative position in the industry, we do not consider our operations to be a significant factor in the industry.

Results of Operations

The following table sets forth information relating to our production revenues, volumes, sales prices, production costs and depletion during the periods indicated:

	Three Months EndedMarch 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2016			2015	~~2015~~		2016		2015
Production revenues (in thousands):
Gas	$	1,~~151~~157		$	$1,631	~~2,366~~	$	2,308	$	3,997
Production volumes:
Gas (mcf/day) (1)		8,~~291~~124			10,355	~~9,770~~		8,208		10,064
Average sales prices (2)
Gas (per mcf) (1) (3)	$	1.6066		$	$1.90	~~2.86~~	$	1.63	$	2.36
Production costs:
As a percent of revenues		8468%	%		78%	45	%	76%		59%
Per mcfe (1)	$	1.2806		$	$1.35	~~1.22~~	$	1.17	$	1.29
Depletion per mcfe	$	0.55		$	$0.69	~~0.68~~	$	0.55	$	0.68

(1)	“Mcf” represents thousand cubic feet, “mcfe” represents thousand cubic feet equivalent, and “bbl” represents barrels. Bbl is converted to mcfe using the ratio of six mcfs to one bbl.

(2)	Average sales prices represent accrual basis pricing after adjusting for the effect of previously recognized gains resulting from prior period impairment charges.

(3) Average gas prices are calculated by including in total revenue derivative gains previously recognized into income in connection with prior period impairment charges and dividing by the total volume for the period. Previously recognized derivative gains were $5868,600 and $155,400 for the three months ended June 30, 2016 and 2015, respectively. Previously recognized derivative gains were $~~146~~127,000 and $301,400 for the ~~three~~six months ended ~~March~~June 3130, 2016 and 2015, respectively.

Natural Gas Revenues. Our natural gas revenues were $1,~~151~~157,~~200~~300 and $21,~~365~~631,~~900~~400 for the three months ended ~~March~~June 3130, 2016 and 2015, respectively, a decrease of $1474,~~214,700~~100 (5129%). The $1474,~~214,700~~100 decrease in natural gas revenues for the three months ended ~~March~~June 3130, 2016 as compared to the prior year similar period was attributable to a $~~878~~351,~~900~~400 decrease in production volumes, and a $122,700 decrease in our natural gas sales prices after the effect of financial hedges, which were driven by market conditions~~, and a $335,800 decrease in production volumes~~. Our production volumes decreased to 8,~~291~~124 mcf per day for the three months ended ~~March~~June 3130, 2016 from 910,~~770~~355 mcf per day for the three months ended ~~March 31~~June 30, 2015, a decrease of 12,~~479~~231 mcf per day (1522%). The overall decrease in natural gas production volumes for the three months ended ~~March~~June 3130, 2016 as compared to the prior year similar period resulted primarily from the normal decline inherent in the life of a well.

~~Gain~~Our onnatural ~~Mark-to-Market~~gas ~~Derivatives.~~revenues Onwere ~~January~~$2,308,500 1and $3,997,300 ~~2015~~for the six months ended June 30, we2016 ~~discontinued~~and ~~hedge~~2015, ~~accounting~~respectively, ~~for~~a ~~our~~decrease ~~qualified~~of ~~commodity~~$1,688,800 ~~derivatives~~(42%). AsThe ~~such~~$1,688,800 ~~subsequent~~decrease ~~changes~~ in ~~fair~~natural ~~value~~gas ofrevenues ~~these~~for ~~derivatives~~the ~~are~~six ~~recognized~~months ~~immediately~~ended ~~within~~June ~~gain~~30, on2016 ~~mark-~~as compared to~~-market~~ ~~derivatives~~the onprior ~~our~~year ~~statements~~similar ofperiod ~~operations.~~was ~~The~~attributable ~~fair~~to ~~values~~a of$969,600 ~~these~~decrease ~~commodity~~in ~~derivative~~our ~~instruments~~natural asgas sales prices after the effect of ~~December~~financial 31hedges, ~~2014,~~ which were ~~recognized~~driven by market conditions, and a $719,200 decrease in ~~accumulated~~production ~~other~~volumes. ~~comprehensive~~Our ~~income~~production ~~within~~volumes ~~partners’~~decreased ~~capital~~to on8,208 ~~our~~Mcf ~~balance~~per ~~sheet~~day for the six months ended June 30, ~~will~~2016 befrom ~~reclassified~~10,064 toMcf ~~our~~per ~~statements~~day for the six months ended June 30, 2015, a decrease of ~~operations~~1,856 Mcf per day (18%). The overall decrease in natural gas production volumes for the ~~future~~six atmonths ended June 30, 2016 as compared to the ~~time~~prior year similar period resulted primarily from the ~~originally~~normal ~~hedged~~decline ~~physical~~inherent ~~transactions~~in ~~settle~~the life of a well.

(Loss) Gain on Mark-to-Market Derivatives. We recognize changes in fair value of our derivatives immediately within (loss) gain on mark-to-market derivatives on our condensed statements of operations.

We recognized a loss on mark-to-market derivatives of $134,200 and $11,800 for the three and six months ended June 30, 2016, respectively. We recognized a gain on mark-to-market derivatives of $96,800 and $172,300 for the three and six months ended June 30, 2015, respectively. These (losses) gains were due to mark-to-market (losses) gains in the current year primarily related to the change in natural gas prices during the periods.

Costs and Expenses. Production expenses were $781,600 and $1,276,400 for the three months ended June 30, 2016 and 2015, respectively, a decrease of $494,800 (39%). Production expenses were $1,749,600 and $2,352,600 for the six months ended June 30, 2016 and 2015, respectively, a decrease of $603,000 (26%). This decrease was primarily due to a decrease in transportation costs and other direct costs.

WeDepletion ~~recognized~~of agas ~~gain~~and onoil ~~mark-to-market~~properties ~~derivatives~~as a percentage of ~~$122,400~~gas and ~~$75,500~~oil revenues was 35% and 40% for the three months ended ~~March~~June 30, 2016 and 2015, respectively and 36% and 31% for the six months ended June 30, 2016 and 2015, respectively. ~~These~~This ~~gains~~change ~~were~~was ~~due~~primarily toattributable ~~mark-~~to~~-market~~ ~~gains~~changes in ~~the~~gas ~~current~~and ~~year~~oil ~~primarily~~reserve ~~related~~quantities and to ~~the~~a ~~change~~lesser inextent, ~~natural~~revenues, ~~gas~~product prices ~~during~~and production volumes and changes in the ~~periods~~depletable cost basis of gas and oil properties.

~~Costs~~General and ~~Expenses.~~administrative ~~Production~~ expenses for the three months ended June 30, 2016 and 2015 were $~~968~~33,~~000~~200 and $135,~~076~~000,~~200~~ ~~for~~respectively, a decrease of $1,800 (5%). For the ~~three~~six months ended ~~March~~June 3130, 2016 and 2015, these expenses were $66,800 and $69,200, respectively, a decrease of $~~108~~2,~~200~~400 (103%). ~~This~~These ~~decrease~~expenses ~~was~~include ~~primarily~~third-party ~~due~~costs tofor aservices ~~decrease~~as inwell ~~transportation~~as ~~costs~~the monthly administrative fees charged by our MGP and vary from period to period due to the ~~decline~~costs incharged ~~revenue~~to us and services provided to us.

Depletion of gas and oil properties as a percentage of gas and oil revenues was 36% and 25% for the three months ended March 31, 2016 and 2015, respectively. This change was primarily attributable to changes in gas and oil reserve quantities and to a lesser extent, revenues, product prices and production volumes and changes in the depletable cost basis of gas and oil properties.

General and administrative expenses for the three months ended March 31, 2016 and 2015 were $33,600 and $34,200, respectively, a decrease of $600 (2%). These expenses include third-party costs for services as well as the monthly administrative fees charged by our MGP and vary from period to period due to the costs charged to us and services provided to us.

Liquidity and Capital Resources

We are generally limited to the amount of funds generated by the cash ~~flows~~flow from our operations to fund our obligations and make distributions, ~~which~~if weany, ~~believe~~to isour ~~adequate~~partners. Prices for oil and natural gas began to ~~fund~~decline ~~future~~significantly ~~operations~~during the fourth quarter of 2014 and ~~distributions~~have continued to decline and remain low in 2016. These lower commodity prices have negatively impacted our ~~partners~~revenues, earnings and cash flows. ~~Historically~~Sustained low commodity prices will have a material and adverse effect on our liquidity position. In addition, ~~there~~we ~~has~~have ~~been~~experienced nosignificant ~~need~~downward revisions of its natural gas and oil reserves volumes and values due to ~~borrow~~the ~~funds~~declines ~~from~~in commodity prices. The MGP continues to implement various cost saving measures to reduce our operating and general and administrative costs, including renegotiating contracts with contractors, suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. The MGP will continue to be strategic in managing our cost structure and, in turn, liquidity to meet our operating needs. To the extent commodity prices remain low or decline further, or we experience other disruptions in the industry, our ability to fund our operations. and make distributions may be further impacted, and could result in the MGP’s decision to liquidate our operations.

~~The~~If, ~~natural gas~~however, ~~oil~~the ~~and~~MGP ~~natural~~were ~~gas liquids commodity price markets have suffered significant declines throughout 2015 and have continued~~ to ~~decline~~decide ~~and remain low in 2016. The extreme ongoing volatility in the energy industry and commodity prices will likely continue~~ to ~~impact~~liquidate our ~~outlook.~~operations, Wethe ~~have~~liquidation ~~experienced~~valuation ~~downward revisions~~ of our ~~natural~~assets ~~gas~~ and ~~oil~~liabilities ~~reserves~~would ~~volumes~~be ~~and~~determined ~~values~~by ~~due~~an toindependent ~~the significant declines in commodity prices~~expert. ~~Our~~It ~~MGP~~is ~~continues~~possible tothat ~~implement~~based ~~various~~on ~~cost~~such ~~saving measures to reduce the Partnership’s operating and general and administrative costs~~determination, ~~including~~we ~~renegotiating~~would ~~contracts~~not ~~with~~be ~~contractors,~~able ~~suppliers and service providers, reducing the number of staff and contractors and deferring and eliminating discretionary costs. Our MGP will continue~~ to bemake ~~opportunistic~~any ~~and~~liquidation ~~aggressive~~distributions ~~in managing our cost structure and, in turn, liquidity~~ to ~~meet~~ our ~~operating~~limited ~~needs~~partners. ToA ~~the~~liquidation ~~extent~~could ~~commodity~~result ~~prices~~in ~~remain~~the ~~low~~transfer orof ~~decline~~the ~~further,~~post-liquidation orassets weand ~~experience~~liabilities ~~other~~of ~~disruptions in~~ the ~~industry,~~Partnership ~~our ability~~ to ~~fund~~the ~~its~~MGP ~~operations~~ and ~~make~~would ~~distributions~~occur ~~may~~without beany further ~~impacted,~~contributions ~~and~~from ~~could~~or ~~result~~distributions ~~in our MGP’s decision~~ to ~~liquidate~~the ~~our~~limited ~~operations~~partners.

IfHistorically, ~~however,~~there ~~the~~has ~~MGP~~been ~~were~~no need to ~~decide~~borrow funds from the MGP to ~~liquidate~~fund operations as the cash flow from our operations, ~~the~~have ~~liquidation~~been ~~valuation~~adequate ofto ~~the~~fund ~~Partnership’s~~our ~~assets~~obligations and ~~liabilities~~distributions ~~would~~to beour ~~determined~~partners. byHowever, anthe ~~independent~~recent ~~expert.~~significant Itdeclines isin ~~possible~~commodity ~~that~~prices ~~based~~have onchallenged ~~such~~our ~~determination,~~ability weto ~~would~~fund ~~not~~our beoperations ~~able~~and tomay make ~~any~~it ~~liquidation~~uneconomical ~~distributions~~for us to produce our ~~limited~~wells ~~partners.~~until Athey ~~liquidation~~are ~~could~~depleted ~~result~~as inwe ~~the~~originally ~~transfer~~intended. ofAccordingly, the ~~post-liquidation~~MGP ~~assets~~determined ~~and~~that ~~liabilities~~there ofis ~~the~~substantial ~~Partnership~~doubt about our ability to ~~the~~continue as a going concern. The MGP intends, as necessary, to continue our operations and ~~would~~to ~~occur~~fund ~~without~~our ~~any~~obligations for at least the next twelve months. To the extent commodity prices remain low or decline further ~~contributions~~or ~~from~~ARP is unsuccessful in completing its Restructuring (as defined below) or ~~distributions~~the toPlan (as defined below), the ~~limited~~MGP’s ~~partners~~ability to continue our operations may be further impacted.

~~Historically,~~ARP ~~there~~Restructuring ~~has been no need to borrow funds from the MGP to fund operations as the cash flow from the Partnership’s operations have been adequate to fund its obligations~~ and ~~distributions~~Chapter to11 ~~its~~Bankruptcy partners. However, the recent significant declines in commodity prices may make it uneconomical for the Partnership to produce its wells until they are depleted as the Partnership originally intended. To the extent commodity prices remain low or decline further, ARP experiences disruptions in the financial markets impacting its respective longer-term access to or cost of capital, or ARP experiences any of the other impacts to its liquidity discussed below, the MGP’s ability to continue the Partnership’s operations may be impacted. Proceedings

~~ARP’s~~On ~~revolving~~July 25, ~~credit~~2016, ~~facility~~ARP isand ~~currently~~certain ~~in the process~~ of its ~~semi-annual~~subsidiaries, ~~redetermination. Based~~including onthe ~~projected market conditions~~MGP, ~~continued declines in commodity prices~~ and ~~recent~~Atlas ~~conversations~~Energy ~~with its administrative agent~~Group, ~~ARP~~solely ~~expects~~with ~~that~~respect ~~its~~to ~~borrowing~~certain ~~base~~sections ~~will~~thereof, beentered ~~redetermined~~into to a ~~level~~restructuring ~~below~~support ~~its~~agreement ~~outstanding~~with ~~borrowings as of March 31, 2016. If~~ ARP’s ~~borrowing~~lenders ~~base~~(the is“Restructuring ~~redetermined~~Support ~~below~~Agreement”) ~~its~~to ~~current~~support ~~outstanding~~ARP’s ~~borrowings~~restructuring ~~and~~that ~~ARP~~will isreduce ~~unable~~debt toon ~~repay~~its ~~the~~balance ~~deficiency~~sheet or(the ~~deposit~~“Restructuring”) ~~additional~~pursuant ~~collateral~~ to ~~eliminate~~a ~~such~~pre-packaged ~~deficiency,~~plan orof ifreorganization ~~ARP~~(the ~~experiences~~“Plan”). The ~~any~~Plan ~~other~~will ~~event~~position ofARP ~~default~~for onthe ~~its~~future ~~debt~~and ~~obligations,~~is orexpected ifto ~~other~~be ~~debt~~completed ~~agreements~~before ~~cross-default, and~~ the ~~lenders~~end ~~accelerate~~of the ~~maturity~~third quarter of ~~any~~2016, ~~other~~after ~~outstanding~~which ~~debts,~~ARP ~~the~~should ~~MGP,~~emerge ~~may~~from ~~not~~Chapter ~~have~~11 ~~sufficient~~(as ~~liquidity~~defined tobelow), ~~continue~~backed ~~the~~by ~~Partnership’s~~its ~~operations~~stakeholders, ~~and~~committed asto ainvesting ~~result,~~capital ~~there~~to ~~would~~develop beits ~~substantial~~exploration ~~doubt~~and ~~regarding~~production ~~the~~assets, ~~Partnership’s~~as ~~ability~~well toas ~~continue~~its astax-advantaged adrilling ~~going~~partnership ~~concern~~program.

~~Cash~~The ~~provided~~MGP byintends ~~operating~~to ~~activities~~continue ~~decreased~~to ~~$1,061,900~~operate ~~for~~the Partnership’s businesses as “debtors in possession” under the ~~quarter~~jurisdiction ~~ended~~of ~~March~~the ~~31,~~Bankruptcy ~~2016~~Court toand ~~$381,800~~in asaccordance ~~compared~~with tothe ~~$1,443,700~~applicable ~~for~~provisions of Chapter 11 and the ~~quarter~~orders ~~ended~~of ~~March 31,~~the ~~2015~~Bankruptcy Court. ~~This~~Under ~~decrease~~the inPlan, ~~was~~it ~~due~~is tocontemplated athat ~~decrease~~all insuppliers, ~~net~~vendors, ~~earnings~~employees, ~~before~~royalty ~~depletion~~owners, ~~impairment,~~trade partners and ~~accretion~~landlords ofwill ~~$1,059,000~~be unimpaired and awill ~~decrease~~be satisfied in ~~the~~full ~~change~~ in ~~accounts~~the ~~receivable~~ordinary ~~trade-affiliate~~course of ~~$306~~business,~~800. This~~ ~~decrease~~and ~~was~~the ~~partially~~MGP’s ~~offset~~existing bytrade ~~increase~~contracts inand ~~the~~terms ~~non-cash~~will ~~gain~~be ~~(loss)~~maintained. onTo ~~derivative~~assure ~~value~~ordinary ofcourse ~~$205~~operations,~~400,~~ anthe ~~increase~~MGP inobtained interim approval from the ~~change~~Bankruptcy inCourt ~~accrued~~on ~~liabilities~~a variety of ~~$95~~“first day” motions,~~700,~~ ~~and~~including anmotions ~~increase~~seeking inauthority ~~the~~to ~~change~~use incash ~~asset~~collateral ~~retirement~~on ~~receivable-affiliate~~a ofconsensual $2basis,~~800~~ ~~for~~pay ~~the~~wages ~~quarter~~and ~~ended~~benefits ~~March~~for ~~31,~~individuals ~~2016~~who asprovide ~~compared~~services to the ~~quarter~~Partnership, ~~ended~~and ~~March~~pay 31vendors, ~~2015~~oil and gas obligations and other creditor claims in the ordinary course of business.

~~Cash~~The ~~provided~~Partnership byis ~~investing~~not ~~activities~~a ~~decreased~~party ~~$150,000,~~to ~~for~~the Restructuring Support Agreement. The ARP Restructuring is not expected to materially impact the ~~three~~MGP ~~months~~or ~~ended~~its ~~March~~ability 31to perform as the managing general partner and operator of the Partnership’s operations. On July 26, 2016, the MGP adopted certain amendments to ~~$0,~~our ~~from~~partnership ~~$150~~agreement,~~000~~ ~~for~~in accordance with the ~~three~~MGP’s ~~months~~ability ~~ended~~to ~~March 31~~amend our partnership agreement to cure an ambiguity in or correct or supplement any provision of our partnership agreement as may be inconsistent with any other provision, ~~2015.~~to ~~This~~provide ~~decrease~~that ~~was~~bankruptcy ~~due~~and insolvency events, such as the MGP’s Chapter 11 filing, with respect to athe ~~change~~managing ingeneral ~~proceeds~~partner ~~from~~will not cause the ~~sale~~managing general partner to cease to serve as the managing general partner of ~~oil~~the ~~and~~Partnership ~~gas~~nor ~~properties~~cause the termination of the Partnership.

~~Cash~~Atlas ~~used~~Energy inGroup ~~financing~~is ~~activities~~not ~~decreased~~a ~~$1,030,600~~party ~~during~~to the ~~three~~ARP ~~months~~Restructuring. ~~ended~~Atlas ~~March~~Energy ~~31,~~Group ~~2016~~remains tocontrolled ~~$563,000~~by ~~from~~the ~~$1,593,600~~same ~~for~~ownership ~~the~~group ~~three~~and ~~months~~management ~~ended~~team ~~March 31~~and thus, ~~2015.~~the ~~This~~ARP ~~decrease~~Restructuring ~~was~~is ~~due~~not expected to have a ~~decrease~~material inimpact ~~cash~~on ~~distributions~~the ability of Atlas Energy Group management to ~~partners.~~operate ARP or the other Atlas Energy Group businesses.

~~Our~~Cash ~~MGP~~provided ~~may~~by ~~withhold~~operating ~~funds~~activities ~~for~~decreased ~~future~~$1,571,100 ~~plugging~~for ~~and~~the ~~abandonment~~six ~~costs.~~months ~~Through~~ended ~~March~~June 3130, 2016, ~~our~~to ~~MGP~~$1,403,200 ~~has~~as ~~withheld~~compared to $572,~~800~~974,300 offor ~~funds~~the ~~for~~six ~~this~~months ~~purpose~~ended June 30, 2015. ~~Any~~This ~~additional~~decrease ~~funds,~~was ifdue ~~required~~to a decrease in net earnings before depletion, ~~will~~accretion beand ~~obtained~~non ~~from~~cash ~~production~~loss ~~revenues~~on orderivative ~~borrowings~~value ~~from~~of ~~our~~$966,200, ~~MGP~~a ordecrease ~~its~~in ~~affiliates~~the change in accounts receivable trade-affiliate of $765,400, ~~which~~a ~~are~~decrease ~~not~~in ~~contractually~~the ~~committed~~change toin ~~make~~asset ~~loans~~retirement toreceivable-affiliate usof $2,500. This ~~The~~decrease ~~amount~~was ~~that~~partially weoffset ~~may~~by ~~borrow~~an atincrease ~~any~~in ~~one~~the ~~time~~change ~~may~~in ~~not~~accrued atliabilities ~~any~~of ~~time~~$32,300 ~~exceed~~and 5%an increase in the change in accounts payable trade-affiliate of ~~our~~$130,700 ~~total~~for ~~subscriptions~~the ~~and~~six wemonths ~~will~~ended ~~not~~June ~~borrow~~30, ~~from~~2016 ~~third-parties.~~as compared to the six months ended June 30, 2015.

Cash provided by investing activities decreased $133,700 for the six months ended June 30, 2016 to $16,300 from $150,000 for the six months ended June 30, 2015. This decrease was due to a decrease in the change in proceeds from the sale of oil and gas properties of $150,000 partially offset by the increase in the proceeds from sale of tangible equipment of $16,300.

Cash used in financing activities decreased $2,030,200 during the six months ended June 30, 2016 to $1,094,100 from $3,124,300 for the six months ended June 30, 2015. This decrease was due to a decrease in cash distributions to partners.

Our MGP may withhold funds for future plugging and abandonment costs. Through June 30, 2016, our MGP has withheld $75,200 of funds for this purpose. Any additional funds, if required, will be obtained from production revenues or borrowings from our MGP or its affiliates, which are not contractually committed to make loans to us. The amount that we may borrow at any one time may not at any time exceed 5% of our total subscriptions and we will not borrow from third-parties.

Critical Accounting Policies

~~For~~See aNote ~~more~~2 ~~complete~~to ~~discussion of the accounting policies and estimates that we have identified as critical in the preparation of~~ our condensed ~~consolidated~~ financial statements, ~~please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K~~ for ~~the~~additional ~~fiscal~~information ~~year~~related ~~ended~~to ~~December~~recently ~~31,~~issues ~~2015~~accounting standards.

For a more complete discussion of the accounting policies and estimates that we have identified as critical in the preparation of our condensed financial statements, please refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our general partner’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our general partner’s Chief Executive Officer and Chief Financial Officer and with the participation of our disclosure committee appointed by such officers, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our general partner’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March~~June 3130, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in the Partnership’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Partnership is a party to various routine legal proceedings arising out of the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Partnership’s financial condition or results of operations.

ITEM 6.

EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description
4.2		Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Series 28-2010 L.P. (1)
31.1		Certification Pursuant to Rule 13a-14/15(d)-14
31.2		Certification Pursuant to Rule 13a-14/15(d)-14
32.1		Section 1350 Certification
32.2		Section 1350 Certification
101		Interactive Data File

(1) Filed on April 29, 2011 in the Form 10-12G Registration Statement dated April 29, 2011, File No. 000-54378

SIGNATURES

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

	ATLAS RESOURCES SERIES 28-2010 L.P.
	By:	Atlas Resources, LLC, its
		Managing General Partner
Date: May 23, 2016	By:	/s/ FREDDIE M. KOTEK
Date: August 15, 2016	By:	/s/ FREDDIE M. KOTEK
		Freddie M. Kotek, Chief Executive Officer and President of the Managing General Partner

Date: May 23, 2016	By:	/s/JEFFREY M. SLOTTERBACK
Date: August 15, 2016	By:	/s/JEFFREY M. SLOTTERBACK
		Jeffrey M. Slotterback Chief Financial Officer of the Managing General Partner

Filing Compare · Atlas Resources Series 28-2010 L.P.