S-4/A

As filed with the Securities and Exchange Commission on December 9, 2008

Registration No. 333-155596

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective
Amendment No. 1
to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ATLAS PIPELINE PARTNERS, L.P.*

ATLAS PIPELINE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware Delaware	1311 1311	23-3011077 20-3879234
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Westpointe Corporate Center One

1550 Coraopolis Heights

Moon Township, Pennsylvania 15108

(412) 262-2830

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Matthew A. Jones

Atlas Pipeline Partners GP, LLC

Westpointe Corporate Center One

1550 Coraopolis Heights

Moon Township, Pennsylvania 15108

(412) 262-2830

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of communications to:

Lisa A. Ernst, Esq.

Ledgewood

1900 Market Street

Philadelphia, Pennsylvania 19103

(215) 731-9450

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

* 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

* See table of additional registrants.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

	State or Other		Address, Including Zip Code,
	Jurisdiction of	I.R.S. Employer	and Telephone Number, Including
Exact Name of Registrant	Incorporation or	Identification	Area Code, of Registrant’s
as Specified in its Charter	Organization	Number	Principal Executive Offices
Atlas Arkansas Pipeline, LLC	Oklahoma	20-3904426	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Chaney Dell, LLC	Delaware	42-1733101	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Midkiff, LLC	Delaware	42-1733099	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline New York, LLC	Pennsylvania	25-1850095	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline Ohio, LLC	Pennsylvania	25-1849435	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline Pennsylvania, LLC	Pennsylvania	25-1849453	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline Operating Partnership, L.P.	Delaware	23-3015646	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline Mid-Continent LLC	Delaware	37-1492980	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Elk City Oklahoma Pipeline, L.P.	Texas	20-2743211	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Elk City Oklahoma GP, LLC	Delaware	20-2654141	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Mid-Continent Arkansas Pipeline, LLC	Arkansas	42-1762231	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
NOARK Pipeline System, Limited Partnership	Arkansas	71-0710197	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
NOARK Energy Services, L.L.C.	Oklahoma	73-1551901	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830

	State or Other		Address, Including Zip Code,
	Jurisdiction of	I.R.S. Employer	and Telephone Number, Including
Exact Name of Registrant	Incorporation or	Identification	Area Code, of Registrant’s
as Specified in its Charter	Organization	Number	Principal Executive Offices
Ozark Gas Gathering, L.L.C.	Oklahoma	73-1551902	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Ozark Gas Transmission, L.L.C.	Oklahoma	73-1551903	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Saddleback Pipeline, LLC	Delaware	26-2877615	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline Tennessee, LLC	Pennsylvania	83-0504919	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
Atlas Pipeline McKean, LLC	Pennsylvania	61-1537050	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830
ECOP Gas Company, LLC	Delaware	26-2572166	Westpointe Corporate Center One 1550 Coraopolis Heights Moon Township, Pennsylvania 15108 (412) 262-2830

Explanatory Note

This Pre-Effective Amendment No. 1 to Form S-4 is being filed solely to include the Form T-1 Statement of Eligibility and Qualification as Exhibit 25.1 and to amend the Form of Letter of Transmittal as Exhibit 99.1.

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.   Exhibits and Financial Statement Schedules.

(a) Exhibits:

Reference is made to the Index to Exhibits following the signature pages hereto, which Index to Exhibits is hereby incorporated into this item.

(b) Financial Statement Schedules:

None.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.

ATLAS PIPELINE PARTNERS, L.P.

By:  ATLAS PIPELINE PARTNERS GP, LLC,
its General Partner

By:  /s/  Matthew A. Jones

Matthew A. Jones

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.

/s/  Matthew A. Jones
Matthew A. Jones
Chief Financial Officer and
as Attorney-in-fact for:

    
Edward E. Cohen
Chairman and Chief Executive Officer

    
Jonathan Z. Cohen
Vice Chairman

    
Michael L. Staines
President, Chief Operating Officer and Director

    
Sean McGrath
Chief Accounting Officer

    
Tony C. Banks
Director

    
Curtis D. Clifford
Director

    
Gayle Jackson
Director

    
Martin Rudolf
Director

II-2

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.

ATLAS PIPELINE FINANCE CORPORATION

By:  /s/  Matthew A. Jones

Matthew A. Jones

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.

/s/  Matthew A. Jones
Matthew A. Jones
Chief Financial Officer (principal
financial officer and principal accounting
officer) and as Attorney-in-fact for:

    
Edward E. Cohen
Chairman and Chief Executive Officer

    
Jonathan Z. Cohen
Vice Chairman

    
Michael L. Staines
President and Chief Operating Officer

II-3

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moon Township, Pennsylvania, on December 9, 2008.

ATLAS PIPELINE OPERATING PARTNERSHIP, L.P.

By:  Atlas Pipeline Partners GP, LLC
its general partner

ATLAS PIPELINE NEW YORK, LLC

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS PIPELINE OHIO, LLC

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS PIPELINE TENNESSEE, LLC

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS PIPELINE PENNSYLVANIA, LLC

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS PIPELINE MCKEAN, LLC

By:	Atlas Pipeline Pennsylvania, LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS PIPELINE MID-CONTINENT LLC

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ELK CITY OKLAHOMA GP, LLC

By:  Atlas Pipeline Mid-Continent LLC,
its sole member

By:  Atlas Pipeline Operating Partnership, L.P.,
its sole member

II-4

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

ELK CITY OKLAHOMA PIPELINE, L.P.

By:	Elk City Oklahoma GP, LLC its general partner
By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ECOP GAS COMPANY, LLC

By:	Elk City Oklahoma Pipeline, L.P. its sole member
By:	Elk City Oklahoma GP, LLC its general partner
By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS ARKANSAS PIPELINE, LLC

By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

MID-CONTINENT ARKANSAS PIPELINE, LLC

By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS MIDKIFF, LLC

By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

SADDLEBACK PIPELINE, LLC

II-5

By: Atlas Pipeline Mid-Continent LLC,
its sole member

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

ATLAS CHANEY DELL, LLC

By:	Atlas Pipeline Mid-Continent LLC, its sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

NOARK PIPELINE SYSTEM, LIMITED PARTNERSHIP

By:	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
By:	Atlas Pipeline Mid-Continent LLC, their sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

OZARK GAS GATHERING, L.L.C.

By:	NOARK Pipeline System, Limited Partnership, its sole member
By:	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
By:	Atlas Pipeline Mid-Continent LLC, their sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

OZARK GAS TRANSMISSION, L.L.C.

By:	NOARK Pipeline System, Limited Partnership, its sole member
By:	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners

By:  Atlas Pipeline Mid-Continent LLC,
their sole member

II-6

By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

NOARK ENERGY SERVICES, L.L.C.

By:	NOARK Pipeline System, Limited Partnership, its sole member
By:	Atlas Arkansas Pipeline LLC and Mid-Continent Arkansas Pipeline, LLC, its general partners
By:	Atlas Pipeline Mid-Continent LLC, their sole member
By:	Atlas Pipeline Operating Partnership, L.P., its sole member
By:	Atlas Pipeline Partners GP, LLC, its general partner

By:  /s/  Matthew A. Jones

Name:     Matthew A. Jones

Title:  Chief Financial Officer

II-7

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 9, 2008.

/s/  Matthew A. Jones
Matthew A. Jones
Chief Financial Officer and
as Attorney-in-fact for:

    
Edward E. Cohen
Chairman and Chief Executive Officer

    
Jonathan Z. Cohen
Vice Chairman

    
Michael L. Staines
President, Chief Operating Officer and Director

    
Sean McGrath
Chief Accounting Officer

    
Tony C. Banks
Director

    
Curtis D. Clifford
Director

    
Gayle Jackson
Director

    
Martin Rudolf
Director

II-8

INDEX TO EXHIBITS

Exhibit
Number			Description
	3	.1	Certificate of Limited Partnership(1)
	3	.2(a)	Second Amended and Restated Agreement of Limited Partnership(2)
	3	.2(b)	Amendment No. 1 to Second Amendment and Restated Agreement of Limited Partnership(3)
	3	.2(c)	Amendment No. 2 to Second Amendment and Restated Agreement of Limited Partnership(4)
	3	.2(d)	Amendment No. 3 to Second Amendment and Restated Agreement of Limited Partnership(5)
	3	.2(e)	Amendment No. 4 to Second Amendment and Restated Agreement of Limited Partnership(6)
	3	.3(a)	Certificate of Designation of 6.5% Cumulative Convertible Preferred Units(7)
	3	.3(b)	Amended and Restated Certificate of Designation(8)
	4	.1	Common unit certificate(1)
	4	.2(a)	Indenture dated as of December 20, 2005 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and Wachovia Bank, National Association, as Trustee(9)
	4	.2(b)	Supplemental Indenture dated as of May 12, 2006 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and Wachovia Bank National Association, as Trustee(10)
	4	.3	Indenture dated as of June 27, 2008 among Atlas Pipeline Partners, L.P., Atlas Pipeline Finance Corporation, as Issuers, the subsidiaries named therein, as Guarantors, and U.S. Bank, National Association, as Trustee(11)
	4	.4	Registration Rights Agreement dated June 27, 2008 by and among Atlas Pipeline Partners L.P., Atlas Pipeline Finance Corporation, the guarantors listed in Schedule 1 thereto, and the initial purchasers listed in Schedule II thereto(11)
	4	.5	Form of Exchange Note (attached as Exhibit A to the Indenture filed as Exhibit 4.3 hereto)*
	5	.1	Opinion of Ledgewood as to the legality of the securities being registered*
	10	.1(a)	Revolving Credit and Term Loan Agreement dated July 27, 2007(4)
	10	.1(b)	Amendment No. 1 and Agreement to Revolving Credit and Term Loan Agreement(6)
	10	.2	Increase Joinder dated June 27, 2008(12)
	10	.3	Common Unit Purchase Agreement among Atlas Pipeline Partners, L.P. and the purchasers named therein dated June 1, 2007(13)
	10	.4	Registration Rights Agreement dated July 27, 2007(4)
	10	.5	83/4% Senior Notes due 2018 Purchase Agreement dated June 24, 2008(11)
	10	.6	Common Unit Purchase Agreement dated June 17, 2008 by and among Atlas Pipeline Partners, L.P., Atlas Pipeline Holdings, L.P. and Atlas America, Inc.(14)
	12	.1	Calculation of ratios of earnings to fixed charges.*
	23	.1	Consent of Grant Thornton LLP*
	23	.2	Consent of KPMG LLP*
	23	.5	Consent of Ledgewood (contained in Exhibit 5.1 hereto).*
	24	.1	Power of Attorney (contained on signature pages hereto).*
	25	.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Indenture.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
	99	.3	Form of Letter to Clients.*

*	Previously filed
(1)	Previously filed as an exhibit to registration statement on Form S-1 on January 20, 2000.
(2)	Previously filed as an exhibit to registration statement on Form S-3 on April 2, 2004.
(3)	Previously filed as an exhibit to quarterly report on Form 10-Q for the quarter ended June 30, 2007.
(4)	Previously filed as an exhibit to current report on Form 8-K on July 30, 2007.
(5)	Previously filed as an exhibit to current report on Form 8-K on January 8, 2008.
(6)	Previously filed as an exhibit to current report on Form 8-K on June 16, 2008.
(7)	Previously filed as an exhibit to current report on Form 8-K on March 14, 2006.
(8)	Previously filed as an exhibit to current report on Form 8-K on April 19, 2007.
(9)	Previously filed as an exhibit to current report on Form 8-K on December 21, 2005.
(10)	Previously filed as an exhibit to registration statement on Form S-4, as amended, filed on July 16, 2007.
(11)	Previously filed as an exhibit to current report on Form 8-K on June 27, 2008.
(12)	Previously filed as an exhibit to current report on Form 8-K on July 3, 2008.
(13)	Previously filed as an exhibit to current report on Form 8-K on June 5, 2007.
(14)	Previously filed as an exhibit to current report on Form 8-K on June 23, 2008.

EX-25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Steven A. Finklea
U.S. Bank National Association
5555 San Felipe Street, Suite 1150
Houston, Texas 77056
(713) 235-9208
(Name, address and telephone number of agent for service)

ATLAS PIPELINE PARTNERS, L.P.
ATLAS PIPELINE FINANCE CORPORATION
(Issuer with respect to the Securities)

Delaware
(State or other jurisdiction of
incorporation or organization) 23-3011077
20-3879234
(I.R.S. Employer
Identification No.)

311 Rouser Road
Moon Township, PA
(Address of Principal Executive Offices) 15108
(Zip Code)

Senior Notes
(Title of the Indenture Securities)

FORM T-1

Item 1.   GENERAL INFORMATION. Furnish the following information as to the Trustee.

a)   Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)   Whether it is authorized to exercise corporate trust powers. Yes

Item 2.   AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15   Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.   LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.**
5.	A copy of each Indenture referred to in Item 4. Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.	Report of Condition of the Trustee as of September 30, 2008 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, State of Texas on the 24th of November, 2008.

By:  /s/  Steven A. Finklea

Steven A. Finklea

Vice President

By:  /s/  Kevin Roberson

Kevin Roberson

Assistant Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

By:  /s/  Steven A. Finklea

Steven A. Finklea

Vice President

By:  /s/  Kevin Roberson

Kevin Roberson

Assistant Vice President

Dated: November 24, 2008

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2008

	9/30/2008
	($000’s)
ASSETS
Cash and Balances Due From	$	7,232,911
Depository Institutions
Securities		36,927,854
Federal Funds		3,517,817
Loans & Lease Financing Receivables		165,651,532
Fixed Assets		3,030,773
Intangible Assets		12,172,606
Other Assets		14,063,317
Total Assets	$	242,596,810
LIABILITIES
Deposits	$	147,640,677
Fed Funds		13,500,584
Treasury Demand Notes		0
Trading Liabilities		488,249
Other Borrowed Money		43,752,578
Acceptances		0
Subordinated Notes and Debentures		7,379,967
Other Liabilities		6,540,570
Total Liabilities	$	219,302,625
Equity
Minority Interest in Subsidiaries	$	1,679,593
Common and Preferred Stock		18,200
Surplus		12,057,621
Undivided Profits		9,538,771
Total Equity Capital	$	23,294,185
Total Liabilities and Equity Capital	$	242,596,810

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:  /s/  Steven A. Finklea

Vice President

Date: November 24, 2008

5

EX-99.1

LETTER OF TRANSMITTAL

to Tender

Outstanding 83/4% Senior Notes due 2018

of

ATLAS PIPELINE PARTNERS, L.P.

ATLAS PIPELINE FINANCE CORPORATION

Pursuant to the Exchange Offer and Prospectus dated [          ]

The Exchange Agent for the Exchange Offer is:

U.S. Bank Corporate Trust Services

Attn: Brandi Steward

Specialized Finance Dept.

60 Livingston Avenue

St. Paul, Minnesota 55107

Telephone number

(651) 495-4738 Eligible institutions may
make requests by facsimile at

(651) 495-8138.

IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 83/4% SENIOR NOTES DUE 2018 (THE “OUTSTANDING NOTES”) FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF 83/4% SENIOR NOTES DUE 2018 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) OUTSTANDING NOTES TO THE EXCHANGE AGENT BEFORE 5:00 P.M. NEW YORK CITY TIME ON THE EXPIRATION DATE BY CAUSING AN AGENT’S MESSAGE TO BE RECEIVED BY THE EXCHANGE AGENT BEFORE SUCH TIME.

The undersigned hereby acknowledges receipt of the prospectus, dated [          ] (the “Prospectus”), of Atlas Pipeline Partners, L.P., a Delaware limited partnership (the “Company”), and Atlas Pipeline Finance Corporation, a Delaware corporation (“Finance Corp.” and collectively with the Company, the “Issuers”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuers’ offer (the “Exchange Offer”) to exchange their 83/4% Senior Notes due 2018 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of their issued and outstanding 83/4% Senior Notes due 2018 (the “Outstanding Notes”). Capitalized terms used but not defined herein have the respective meaning given to them in the Prospectus.

The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the Outstanding Notes of any extension by oral or written notice before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

Tender of Outstanding Notes is to be made according to the Automated Tender Offer Program (“ATOP”) of the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the caption “The Exchange Offer — Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer-generated message known as an “agent’s message” to the exchange agent for its acceptance. For you to validly tender your Outstanding Notes in the Exchange Offer, the Exchange Agent must receive, before the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

•  DTC has received your instructions to tender your Outstanding Notes; and

•  You agree to be bound by the terms of this Letter of Transmittal.

By using the ATOP procedures to tender Outstanding Notes, you will not be required to deliver this Letter of Transmittal to the Exchange Agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgments and the representations and warranties it contains, just as if you had signed it.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

1. By tendering Outstanding Notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.

2. By tendering Outstanding Notes in the Exchange Offer, you represent and warrant that you have full authority to tender the Outstanding Notes described above and will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Outstanding Notes.

3. The tender of the Outstanding Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between you and the Company as to the terms and conditions set forth in the Prospectus.

4. The Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “Commission”), including Exxon Capital Holdings Corp., Commission No-Action Letter (available May 13, 1988), Morgan Stanley & Co., Inc., Commission No-Action Letter (available June 5, 1991) and Shearman & Sterling, Commission No-Action Letter (available July 2, 1993), that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Outstanding Notes exchanged for such Exchange Notes directly from the Issuers to resell pursuant to Rule 144A or any other available exemption under the Securities Act and any such holder that is an “affiliate” of the Company or Finance Corp. within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such Exchange Notes.

5. By tendering Outstanding Notes in the Exchange Offer, you represent and warrant that:

•  any Exchange Notes that you receive will be acquired in the ordinary course of your business;

•  you have no arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;

•  you are not engaged in and do not intend to engage in the distribution of the Exchange Notes;

•  if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for outstanding notes, you acquired those Outstanding Notes as a result of market-making activities or other trading activities and you will deliver the Prospectus, as required by law, in connection with any resale of the Exchange Notes; and

•  you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers.

6. You may, if you are unable to make all of the representations and warranties contained in paragraph 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your Outstanding Notes registered in the shelf registration statement described in the Registration Rights Agreement, dated as of June 27, 2008, relating to the 83/4% Senior Notes due 2018 (the “Registration Rights Agreement”) by and among the Company, Finance Corp. and the Initial Purchasers (as defined therein). Such election may be made only by notifying the Company in writing at Westpointe Corporate Center One, 1550 Coraopolis Heights, Moon Township, Pennsylvania 15108, Attention: Lisa Washington. By making such election, you agree, as a holder of Outstanding Notes participating in a shelf registration, to indemnify and hold harmless the Company, each of the directors of Atlas Pipeline Partners GP, LLC, the general partner of the Company (the “Direct Parent”), Finance Corp., each of the officers of the Direct Parent who signs such shelf registration statement on behalf of the Company, each person who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and each other holder of Outstanding Notes, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to you furnished in writing by or on behalf of you expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

7. If you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering Outstanding Notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. If you are a broker-dealer and Outstanding Notes held for your own account were not acquired as a result of market-making or other trading activities, such Outstanding Notes cannot be exchanged pursuant to the Exchange Offer.

8. Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives.

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.   Book-Entry Confirmations.

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Outstanding Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as an agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before 5:00 P.M. New York City time on the Expiration Date.

2.   Partial Tenders.

Tenders of Outstanding Notes will be accepted only in denominations of $2,000 and integral multiples of $1,000. The entire principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Outstanding Notes is not tendered, then Outstanding Notes for the principal amount of Outstanding Notes not tendered and Exchange Notes issued in exchange for any Outstanding Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Outstanding Notes are accepted for exchange.

3.   Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Outstanding Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions on this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company nor the Exchange Agent or any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders via the facilities of DTC, as soon as practicable following the Expiration Date.