FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Atlas Energy, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2012 3. Issuer Name and Ticker or Trading Symbol Atlas Resource Partners, L.P. [ARP] (Last) (First) (Middle) PARK PLACE CORPORATE CENTER ONE, 1000 COMMERCE DRIVE, SUITE 400 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PITTSBURGH, PA 15275 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Units representing Limited Partner Interests 26,200,000 (1) (2) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Atlas Energy, L.P. PARK PLACE CORPORATE CENTER ONE 1000 COMMERCE DRIVE, SUITE 400 PITTSBURGH, PA 15275	Â	  X	Â	Â

Signatures

/s/ Lisa Washington Vice President, Chief Legal Officer and Secretary of Atlas Energy GP, LLC, the general partner of Atlas Energy, L.P.		02/21/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As of the date of this report, Atlas Resource Partners, L.P. ("ARP") is a wholly-owned subsidiary of Atlas Energy, L.P. ("ATLS") (NYSE: ATLS), through ATLS' ownership of all of ARP's common units and the ownership by ATLS of Atlas Resource Partners, GP, LLC ("ARP GP"), the general partner of ARP. ARP GP owns all of ARP's Class A Units and incentive distribution rights. ATLS has announced that the board of directors of the general partner of ATLS has approved the distribution of approximately 5.24 million common units representing an approximately 19.6% limited partner interest in ARP (and approximately 20% of the ARP common units) to the holders of ATLS' common units. The distribution of common units of ARP will be made after the close of trading on March 13, 2012 to ATLS unitholders of record as of the close of business on February 28, 2012, the record date for the distribution. (Continued in Footnote 2)
(2)	ATLS will distribute 0.1021 of an ARP common unit for each common unit of ATLS outstanding as of the record date. Unitholders will receive cash in lieu of fractional ARP common units. Immediately following the distribution, ATLS will continue to own approximately 20.96 million ARP common units, representing an approximately 78.4% limited partner interest in ARP (and approximately 80% of the ARP common units). In addition, ATLS will continue to own 100% of the equity of ARP GP, which, in turn, will continue to own all of the ARP Class A Units, representing a 2% general partner interest in ARP, and incentive distribution rights in ARP.

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