The undersigned, desiring to amend the Certificate of Limited Partnership, as amended, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is: Atlas Pipeline Partners, L.P.

SECOND: Article THIRD of the Certificate of Limited Partnership, as amended, shall be amended as follows:

THIRD: The name and mailing address of each general partner is as follows:

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12^th day of December, 2011.

ATLAS PIPELINE PARTNERS, L.P.

By: Atlas Pipeline Partners GP, LLC, its general partner

By: /s/ Gerald R. Shrader

Name: Gerald R. Shrader

Title: Chief Legal Officer and Secretary