Item 8.01 Other Events.

In connection with the transfer to a new plan administrator for the Atlas America, Inc. Investment Savings Plan (the "Investment Savings Plan" or the "Plan") effective as of November 1, 2008, we discovered that we had inadvertently failed to file with the Securities and Exchange Commission a registration statement on Form S-8 relating to securities purchased under the Investment Savings Plan.

Our Investment Savings Plan is available to all of our eligible employees. The Plan contains an "Atlas America Stock Fund" as an investment option, and the Plan allows participants to allocate some or all of their account balances to interests in the Atlas America Stock Fund. Because we sponsor the Plan, we are required to register certain transactions in the Plan related to shares of Atlas America, Inc. common stock. We recently discovered that we should have filed a Form S-8 to register share transactions in the Plan since 2005. Consequently, we may be deemed to have inadvertently failed to register transactions in the Plan relating to up to approximately 107,630 shares (the "Shares").

We intend to file a registration statement on Form S-8 to register future transactions in the Plan as soon as practicable. Nonetheless, we may be subject to civil and other penalties by regulatory authorities as a result of the failure to register these transactions. We have implemented monitoring and reporting procedures to ensure that in the future we timely meet our registration obligations with respect to this and other employee benefit plans.

The failure to file the registration statement noted above was inadvertent, and as such, we have always treated the shares issued in the Atlas America Stock Fund under the Plan as outstanding for financial reporting purposes. Consequently, these unregistered transactions do not represent any additional dilution. We believe that historically we have always provided the employee-participants in the Plan with the same information they would have received had the registration statement been filed. Original purchasers of the Shares have rescission rights with respect to such Shares, which rights represent a contingent liability of ours.

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