Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

R. Randle Scarborough, an independent director of Atlas Energy Resources, LLC (the "Company"), passed away on January 29, 2009. Section 303A.01 of the New York Stock Exchange ("NYSE") corporate governance listing standards requires all publicly traded companies to have a majority of independent directors on the board. On February 3, 2009, the NYSE notified the Company of its non-compliance with Section 303A.01 due to the death of Mr. Scarborough. The Company has begun its search for a new independent director.

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