On November 5, 2012, Atlas Pipeline Partners, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "EDA") with Citigroup Global Markets Inc. ("Citigroup") to sell up to $150 million in aggregate gross sales of the Partnership's common units representing limited partner interests (the "Common Units") from time to time through an "at the market" equity offering program under which Citigroup will act as sales agent.

Pursuant to the EDA, the Common Units may be offered and sold through Citigroup in transactions that are deemed to be "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, as well as in privately negotiated transactions. The EDA provides that Citigroup, when it is acting as the Company's agent, will be entitled to compensation of up to 2.00% of the gross sales price of the Common Units sold through Citigroup from time to time. The Partnership may also sell Common Units to Citigroup as principal for its own account at a price agreed upon at the time of sale. The Partnership has no obligation to sell any of the Common Units under the EDA, and may at any time suspend solicitation and offers under the EDA. A copy of the EDA is attached as Exhibit 1.1 to this Current Report and is incorporated by reference herein.

The Securities will be issued pursuant to the Partnership's registration statement on Form S-3 (File No. 333-183198). The Partnership filed a final prospectus, dated November 5, 2012 with the Securities and Exchange Commission in connection with the offer and sale of the Common Units.

Citigroup and its affiliates have provided, and may in the future provide, various investment banking and advisory services to the Partnership from time to time for which they have received, and may in the future receive, customary fees and expenses.

(d) Exhibits

Exhibit
Number                                    Description

1.1          Equity Distribution Agreement dated November 5, 2012, by and between
             Atlas Pipeline Partners, L.P. and Citigroup Global Markets Inc.