Item 2.02. Results of Operations and Financial Condition.

On February 21, 2013, Atlas Resource Partners, L.P. issued an earnings release announcing its financial results for the fourth quarter and full year of 2012. A copy of the earnings release is included as Exhibit 99.1 and is incorporated herein by reference.

The information provided in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Atlas Resource Partners, L.P. Press Release dated February 21, 2013

---