Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  04/17/2013
Atlas Energy, L.P.
(Exact name of registrant as specified in its charter)
Commission File Number:  1-32953
(State or other jurisdiction of
(IRS Employer
Identification No.)
Park Place Corporate Center One
1000 Commerce Drive, Suite 400
Pittsburgh, PA 15275
(Address of principal executive offices, including zip code)
(412) 262-2830
(Registrant’s telephone number, including area code)
(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 (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure
In connection with the previously-disclosed private placement by Atlas Pipeline Partners, L.P. (the "Private Placement") of its newly-created Class D preferred units, Atlas Energy, L.P. (the "Partnership") committed to purchase $20 million of such units. On April 17, 2013, the Partnership assigned its rights in full to purchase the Class D preferred units to an existing commitment party in the Private Placement.


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, L.P.
Date: April 18, 2013
/s/    Lisa Washington

Lisa Washington
Vice President, Chief Legal Officer and Secretary