- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DUBAY EUGENE N	2. Issuer Name and Ticker or Trading Symbol Atlas Energy, L.P. [ AHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) SVP of Midstream
(Last)          (First)          (Middle) 1845 WALNUT STREET, 10TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/25/2011
(Street) PHILADELPHIA, PA 19103 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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 Units	3/25/2011		A		80000	A	(1)	94901   (2)	D
Common Units								500	I	By Spouse's Trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Unit Options (right to buy)	$22.23	3/25/2011		A		100000		(3)	3/25/2021	Common Units	100000	$0	100000	D

Explanation of Responses:
( 1)	The reporting person is a participant in the Atlas Energy, L.P. 2010 Long-Term Incentive Plan (the "Plan"). The reporting person received 80,000 phantom units under the Plan on March 25, 2011. Each phantom unit represents the right to receive, upon vesting, one common unit of the Company. The phantom units in the Plan vest 25% on the third anniversary of the grant and 75% on the fourth anniversary of the grant.
( 2)	This amount includes 80,000 common units underlying the equivalent number of phantom units.
( 3)	The reporting person received 100,000 options under the Plan on March 25, 2011. The options vest 25% on the third anniversary of the grant and 75% on the fourth anniversary of the grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DUBAY EUGENE N 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA, PA 19103			SVP of Midstream

Signatures
Lisa Washington, Attorney-in-Fact		3/29/2011
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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