SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Magnetar Capital Partners LP (Last) (First) (Middle) 1603 ORRINGTON AVENUE 13TH FLOOR (Street) EVANSTON IL 60201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ATLAS AMERICA INC [ ATLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/11/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/11/2008		S		47,682	D	$67.0938(6)	2,655,030(1)(2)(3)(4)(5)	I	See Footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Magnetar Capital Partners LP (Last) (First) (Middle) 1603 ORRINGTON AVENUE 13TH FLOOR (Street) EVANSTON IL 60201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Supernova Management LLC (Last) (First) (Middle) 1603 ORRINGTON AVENUE 13TH FLOOR (Street) EVANSTON IL 60201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Litowitz Alec N (Last) (First) (Middle) 1603 ORRINGTON AVENUE 13TH FLOOR (Street) EVANSTON IL 60201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 2,648,478 of these Shares (as defined below) are held for the account of Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company ("Magnetar Capital Master Fund"). Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), serves as investment adviser to Magnetar Capital Master Fund. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the account of Magnetar Capital Master Fund. Magnetar Financial is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Financial is not required under applicable law to be a reporting person hereunder. Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), serves as the sole member and parent holding company of Magnetar Financial. Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), is the general partner of Magnetar Capital Partners.

2. The manager of Supernova Management is Alec N. Litowitz ("Mr. Litowitz"), a citizen of the United States of America. "Shares" are shares of the Issuer's common stock, par value $0.01 per share.

3. 6,552 of these Shares are held for the account of certain managed accounts (the "Managed Accounts"), Magnetar SGR Fund, Ltd. ("SGR Fund 1") and Magnetar SGR Fund, LP ("SGR Fund 2"). Magnetar Investment Management, LLC, a Delaware limited liability company ("Magnetar Investment Management"), serves as the investment adviser to the Managed Accounts, SGR Fund 1 and SGR Fund 2. In such capacity, Magnetar Investment Management exercises voting and investment power over the Shares held for the account of the Managed Accounts, SGR Fund 1 and SGR Fund 2.

4. Magnetar Investment Management is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Magnetar Investment Management is not required under applicable law to be a reporting person hereunder. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Investment Management. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.

5. Each of Magnetar Capital Partners, Supernova Management and Mr. Litowitz disclaim beneficial ownership of these Shares except to the extent of their pecuniary interest in these Shares.

6. Represents an average sale price, which includes sale prices ranging from $60.80 to $67.39, provided that such average price and such range include sales that were effected after the Reporting Persons ceased to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of greater than 10% of the issued and outstanding Shares.

	/s/ Alec N. Litowitz, as Manager, Supernova Management LLC, as General Partner of Magnetar Capital Partners LP	04/15/2008
	/s/ Alec N. Litowitz, as Manager, Supernova Management LLC	04/15/2008
	/s/ Alec N. Litowitz	04/15/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (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).
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