UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 1, 2006

Commission file number 1-14998

ATLAS PIPELINE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation or organization)		23-3011077 (I.R.S. Employer Identification No.)

311 Rouser 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 if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (127 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

 

 

Item 2.02		Results of Operations and Financial Condition. On March 1, 2006, Atlas Pipeline Partners, L.P. issued an earnings release announcing its financial results for the fourth quarter and year ended December 31, 2005. A copy of the earnings release is included as Exhibit 99.1 and is incorporated herein by reference. On March 2, 2006, management of Atlas Pipeline Partners, L.P. will have a conference call with investors.

Item 9.01		Financial Statements and Exhibits
		(c)  Exhibits
		99.1    Press Release dated March 1, 2006

SIGNATURES

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.