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                                                                    Exhibit 10.1

                             ATLAS PIPELINE HOLDINGS
                            LONG-TERM INCENTIVE PLAN


SECTION 1:          PURPOSE OF THE PLAN.

The Atlas Pipeline Holdings Long-Term Incentive Plan (the "Plan") is intended to
promote the interests of Atlas Pipeline Holdings, L.P., a Delaware limited
partnership (the "Partnership"), by providing to officers, employees and board
members of Atlas Pipeline Holdings GP, LLC, a Delaware limited liability company
(the "Company"), and employees of its Affiliates, consultants and joint venture
partners who perform services for the Company or the Partnership incentive
awards for superior performance that are based on Units. It is also contemplated
that the Plan will enhance the ability of the Company and its Affiliates to
attract and retain the services of individuals who are essential for the growth
and profitability of the Company or the Partnership and to encourage them to
devote their best efforts to the business of the Company or the Partnership,
thereby advancing the interests of the Company and the Partnership.

SECTION 2:        DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth
below:

"Affiliate" means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is
under common control with, the Person in question. As used herein, the term
"control" means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.

"Award" means an Option or Phantom Unit granted under the Plan, and shall
include any tandem DERs granted with respect to a Phantom Unit.

"Board" means the Board of the Company.

"Change in Control" means the occurrence of any of the following:

                  (1) the Company, or an Affiliate of the Parent, ceases to be
         the general partner of the Partnership;

                  (2) a merger, consolidation, share exchange, division or other
         reorganization or transaction of the Partnership, the general partner
         of Atlas Pipeline Partners, L.P., Atlas Pipeline Partners, L.P., the
         Company, the Parent or any Affiliate of the Parent that is a direct or
         indirect parent of the Company with any entity, other than a
         transaction which would result in the voting securities of the
         Partnership, the general partner of Atlas Pipeline Partners, L.P.,
         Atlas Pipeline Partners, L.P., the Company or Parent, as appropriate,
         outstanding immediately prior thereto continuing to represent (either
         by remaining outstanding or by being converted into voting securities
         of the surviving entity) at least 60% of the combined voting power
         immediately after such transaction of the surviving entity's
         outstanding securities or, in the case of a division, the outstanding
         securities of each entity resulting from the division;
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                  (3) the equity holders of the Partnership, the general partner
         of Atlas Pipeline Partners, L.P., the Parent or any Affiliate of the
         Parent that is a direct or indirect parent of the Company approve a
         plan of complete liquidation or winding-up or an agreement for the sale
         or disposition (in one transaction or a series of transactions) of all
         or substantially all of the Partnership's, the Parent's, the general
         partner of Atlas Pipeline Partners, L.P., or any such Affiliate's
         assets; or

                  (4) during any period of 24 consecutive months, individuals
         who at the beginning of such period constituted the board of directors
         of the Company, the Parent or any Affiliate of the Parent that is a
         direct or indirect parent of the Company (including for this purpose
         any new director whose election or nomination for election or
         appointment was approved by a vote of at least 2/3 of the directors
         then still in office who were directors at the beginning of such
         period) cease for any reason to constitute at least a majority of the
         board or, in the case of a spin off of the Parent, if Edward E. Cohen
         and Jonathan Z. Cohen cease to be directors of the Parent.

         Notwithstanding the foregoing, with respect to any Award that is
subject to Section 409A of the Code, Change in Control shall mean a "change of
control event," as defined in the regulations and guidance issued under Section
409A of the Code.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor
thereto.

"Committee" means the Board or such committee of the Board appointed by the
Board to administer the Plan.

"DER" means a right, granted in tandem with a specific Phantom Unit, to receive
an amount in cash equal to, and at the same time as, the cash distributions made
by the Partnership with respect to a Unit during the period such Phantom Unit is
outstanding.

"Disability" means an illness or injury that lasts at least 6 months, is
expected to be permanent and renders the Participant unable to substantially
carry out his or her duties to the Company or any of its Affiliates, as
determined by the Committee.

"Employee" means any officer or employee of the Company, its Affiliates,
consultants or joint venture partners who performs services for the Company or
the Partnership or in furtherance of the Company's or the Partnership's
business.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fair Market Value" means the closing sales price of a Unit on the applicable
date (or if there is no trading in the Units on such date, the closing sales
price on the last date Units were traded). In the event Units are not publicly
traded at the time a determination of fair market value is required to be made
hereunder, the determination of fair market value shall be made in good faith by
the Committee.

"Manager" means a "non-employee director" of the Company as defined in Rule
16b-3 under the Exchange Act.

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"Option" means an option to purchase Units granted under the Plan.

"Parent" means Atlas America, Inc., a Delaware corporation.

"Participant" means any Employee or Manager granted an Award under the Plan.

"Partnership Agreement" means the Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Holdings, L.P., as amended from time to time.

"Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.

"Phantom Unit" means a phantom (notional) unit granted under the Plan which upon
vesting entitles the Participant to receive a Unit or its then Fair Market Value
in cash, as determined by the Committee.

"Restricted Period" means the period established by the Committee with respect
to an Award during which the Award remains subject to forfeiture or is not
exercisable by the Participant.

"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange Act, or
any successor rule or regulation thereto as in effect from time to time.

"SEC" means the Securities and Exchange Commission, or any successor thereto.

"Securities Act" means the Securities Act of 1933, as amended.

"Unit" means a common unit representing a limited partner interest of the
Partnership.

SECTION 3:        ADMINISTRATION.

The Plan shall be administered by the Committee. A majority of the Committee
shall constitute a quorum, and the acts of a majority of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following and any applicable law,
the Committee, in its sole discretion, may delegate any or all of its powers and
duties under the Plan, including the power to grant Awards under the Plan, to
the Chief Executive Officer of the Company, subject to such limitations on such
delegated powers and duties as the Committee may impose, if any; provided,
however, that such delegation shall not limit the Chief Executive Officer's
right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief
Executive Officer may not grant Awards to, or take any action with respect to
any Award previously granted to, himself or a Person who is an Employee or
Manager subject to Rule 16b-3. Subject to the terms of the Plan and applicable
law, and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to a Participant; (iii) determine the terms and conditions of any Award; (iv)
determine whether, to what extent, and under what circumstances Awards may be
settled, exercised, canceled, or forfeited; (v) interpret and administer the
Plan and any instrument or agreement relating to an Award made under the Plan;
(vi) establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (via) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant,
and any beneficiary of any Award.

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SECTION 4:        UNITS.

                  (a) Units Available. Subject to adjustment as provided in
         Section 4(c), the number of Units with respect to which Phantom Units
         and Options may be granted under the Plan is 2.1 million. If any Option
         or Phantom Unit is forfeited or otherwise terminates or is canceled or
         paid without the delivery of Units, then the Units covered by such
         Award, to the extent of such forfeiture, termination, payment or
         cancellation, shall again be Units with respect to which Awards may be
         granted.

                  (b) Sources of Units Deliverable under Awards. Any Units
         delivered pursuant to an Award shall consist, in whole or in part, of
         Units newly issued by the Partnership, Units acquired in the open
         market or from any Affiliate of the Partnership or the Company, or any
         other Person, or any combination of the foregoing, as determined by the
         Committee in its discretion.

                  (c) Adjustments. In the event that the Committee determines
         that any distribution (whether in the form of cash, Units, other
         securities or other property), recapitalization, split, reverse split,
         reorganization, merger, consolidation, split-up, spin-off, combination,
         repurchase, or exchange of Units or other securities of the
         Partnership, issuance of warrants or other rights to purchase Units or
         other securities of the Partnership, or other similar transaction or
         event affects the Units such that an adjustment is appropriate in order
         to prevent dilution or enlargement of the benefits or potential
         benefits intended to be made available under the Plan, then the
         Committee shall, in such manner as it may deem equitable, adjust any or
         all of (i) the number and type of Units (or other securities or
         property) with respect to which Awards may be granted, (ii) the number
         and type of Units (or other securities or property) subject to
         outstanding Awards, and (iii) the grant or exercise price with respect
         to any Award or, if deemed appropriate, make provision for a cash
         payment to the holder of an outstanding Award; provided, that the
         number of Units subject to any Award shall always be a whole number.

SECTION 5:        ELIGIBILITY.

Any Employee or Manager shall be eligible to be designated a Participant and
receive an Award under the Plan.

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SECTION 6:        AWARDS.

                  (a) Options. The Committee shall have the authority to
         determine the Employees and Managers to whom Options shall be granted,
         the number of Units to be covered by each Option, the exercise price
         therefor, the Restricted Period and the conditions and limitations
         applicable to the exercise of the Option, as the Committee shall
         determine, that are not inconsistent with the provisions of the Plan.

                           (i) Exercise Price. The exercise price per Unit
                  purchasable under an Option shall be determined by the
                  Committee at the time the Option is granted and may be more or
                  less than its Fair Market Value as of the date of grant.

                           (ii) Time and Method of Exercise. The Committee shall
                  determine the Restricted Period and the method or methods by
                  which payment of the exercise price may be made or deemed to
                  have been made, which may include, without limitation, cash,
                  check acceptable to the Board, a "cashless-broker" exercise
                  through procedures approved by the Board, a recourse note from
                  the Participant in a form acceptable to the Board, or any
                  combination thereof, having a fair market value on the
                  exercise date equal to the relevant exercise price.

                  (b) Phantom Units. The Committee shall have the authority to
         determine the Employees and Managers to whom Phantom Units shall be
         granted, the number of Phantom Units to be granted to each such
         Participant, the Restricted Period, the conditions under which the
         Phantom Units may become vested or forfeited, whether DERs are granted
         with respect to an Award and such other terms and conditions, as the
         Committee may determine, that are not inconsistent with the provisions
         of the Plan.

                  (c)      General.

                           (i) Forfeiture. Except as otherwise provided in the
                  terms of the Award, upon termination of a Participant's
                  employment with the Company or its Affiliates or membership on
                  the Board during the applicable Restricted Period, all Options
                  and unvested Phantom Units shall be forfeited by the
                  Participant; provided, however, that if the reason for the
                  termination is the Participant's death or Disability, all
                  Options awarded to the Participant shall become exercisable
                  and all Phantom Units shall vest automatically. The Committee
                  may, in its discretion, waive in whole or in part any
                  forfeiture.

                           (ii) Awards May Be Granted Separately or Together.
                  Awards may, in the discretion of the Committee, be granted
                  either alone or in addition to, in tandem with, or in
                  substitution for any other Award granted under the Plan or any
                  award granted under any other plan of the Company or any
                  Affiliate.

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                           (iii) Limits on Transfer of Awards.

                           A. Except as provided in (C) below, each Option shall
                  be exercisable only by the Participant during the
                  Participant's lifetime, or by the person to whom the
                  Participant's rights shall pass by will or the laws of descent
                  and distribution.

                           B. Except as provided in (C) below, no Award and no
                  right under any such Award may be assigned, alienated,
                  pledged, attached, sold or otherwise transferred or encumbered
                  by a Participant and any such purported assignment,
                  alienation, pledge, attachment, sale, transfer or encumbrance
                  shall be void and unenforceable against the Partnership, the
                  Company or any Affiliate thereof.

                           C. To the extent specifically provided by the
                  Committee with respect to an Option grant, an Option may be
                  transferred by a Participant without consideration to
                  immediate family members or related family trusts, limited
                  partnerships or similar entities or on such terms and
                  conditions as the Committee may from time to time establish.
                  In addition, Awards may be transferred by will and the laws of
                  descent and distribution.

                  (iv) Unit Certificates. All certificates for Units or other
         securities of the Partnership delivered under the Plan pursuant to any
         Award or the exercise thereof shall be subject to such stop transfer
         orders and other restrictions as the Committee may deem advisable under
         the Plan or the rules, regulations, and other requirements of the SEC,
         any stock exchange upon which such Units or other securities are then
         listed, and any applicable federal or state laws, and the Committee may
         cause a legend or legends to be put on any such certificates to make
         appropriate reference to such restrictions.

                  (v) Delivery of Units or Other Securities and Payment by
         Participant of Consideration. Notwithstanding anything in the Plan or
         any grant agreement to the contrary, delivery of Units pursuant to the
         exercise or vesting of an Award may be deferred for any period during
         which, in the good faith determination of the Committee, the
         Partnership is not reasonably able to obtain or issue Units pursuant to
         such Award without violating the rules or regulations of any applicable
         law or securities exchange. No Units or other securities shall be
         delivered pursuant to any Award until payment in full of any amount
         required to be paid pursuant to the Plan or the applicable Award grant
         agreement (including, without limitation, any exercise price or tax
         withholding) is received by the Partnership.

                  (vi) RULE 16b-3. It is intended that the Plan and any Award
         made to a Participant subject to Section 16 of the Exchange Act meet
         all of the requirements of Rule 16b-3. If any provision of the Plan or
         any such Award would disqualify the Plan or such Award under, or would
         otherwise not comply with Rule 16b-3, such provision or Award shall be
         construed or deemed amended to conform to Rule 16b-3

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                  (vii) Status of Original Issue Units. The Partnership intends,
         but shall not be obligated, to register for sale under the Securities
         Act the Units acquirable pursuant to Awards, and to keep such
         registration effective throughout the period any Awards are in effect.
         In the absence of such effective registration or an available exemption
         from registration under the Securities Act, delivery of Units
         acquirable pursuant to Awards shall be delayed until registration of
         such Units is effective or an exemption from registration under the
         Securities Act is available. In the event exemption from registration
         under the Securities Act is available, a Participant (or a
         Participant's estate or personal representative in the event of the
         Participant's death or incapacity), if requested by the Partnership to
         do so, will execute and deliver to the Partnership in writing an
         agreement containing such provisions as the Partnership may require to
         assure compliance with applicable securities laws. No sale or
         disposition of Units acquired pursuant to an Award by a Participant
         shall be made in the absence of an effective registration statement
         under the Securities Act with respect to such Units unless an opinion
         of counsel satisfactory to the Partnership that such sale or
         disposition will not constitute a violation of the Securities Act or
         any other applicable securities laws is first obtained.

                  (viii) Change in Control. Upon a Change in Control, all Awards
         that are not subject to Section 409A of the Code shall automatically
         vest and become payable or exercisable, as the case may be, in full. In
         this regard, all Restricted Periods shall terminate and all performance
         criteria, if any, shall be deemed to have been achieved at the maximum
         level. To the extent an Option is not exercised upon a Change in
         Control, the Committee may, in its discretion, cancel such Award
         without payment or provide for a replacement grant with respect to such
         property and on such terms as it deems appropriate. With respect to an
         Award that is subject to Section 409A of the Code, the Plan may be
         terminated within 30 days preceding or the 12 months following the
         Change in Control and all such Awards that are Vested paid, provided
         that all substantially similar plans sponsored by the Company and its
         affiliates (for purposes of Section 409A) are terminated and all
         participants in the substantially similar plans are required to receive
         all compensation deferred under such terminated arrangements within 12
         months of the date of termination of the arrangements.

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SECTION 7:        AMENDMENT AND TERMINATION.

Except to the extent prohibited by applicable law:

                  (a) Amendments to the Plan. Except as required by the rules of
         the principal securities exchange on which the Units are traded and
         subject to Section 7(b) below, the Board or the Committee may amend,
         alter, suspend, discontinue, or terminate the Plan in any manner
         without the consent of any partner, Participant, other holder or
         beneficiary of an Award, or other Person.

                  (b) Amendments to Awards. Subject to Section 7(a), the
         Committee may waive any conditions or rights under, amend any terms of,
         or alter any Award theretofore granted, provided no change, other than
         pursuant to Section 7(c), in any Award shall materially reduce the
         benefit to a Participant without the consent of such Participant.

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                  (c) Adjustment of Awards upon the Occurrence of Certain
         Unusual or Nonrecurring Events. The Committee is hereby authorized to
         make adjustments in the terms and conditions of, and the criteria
         included in, Awards in recognition of unusual or nonrecurring events
         (including, without limitation, the events described in Section 4(c) of
         the Plan) affecting the Partnership or the financial statements of the
         Partnership, or of changes in applicable laws, regulations, or
         accounting principles, whenever the Committee determines that such
         adjustments are appropriate in order to prevent dilution or enlargement
         of the benefits or potential benefits intended to be made available
         under the Plan.

SECTION 8:        GENERAL PROVISIONS.

                  (a) No Rights to Award. No Person shall have any claim to be
         granted any Award under the Plan, and there is no obligation for
         uniformity of treatment of Participants. The terms and conditions of
         Awards need not be the same with respect to each Participant.

                  (b) Withholding. The Company or any Affiliate is authorized to
         withhold from any Award, from any payment due or transfer made under
         any Award or from any compensation or other amount owing to a
         Participant the amount (in cash, Units, other securities. Units that
         would otherwise be issued pursuant to such Award or other property) of
         any applicable taxes payable in respect of the grant of an Award, its
         exercise, the lapse of restrictions thereon, or any payment or transfer
         under an Award or under the Plan and to take such other action as may
         be necessary in the opinion of the Company or Affiliate to satisfy its
         withholding obligations for the payment of such taxes.

                  (c) No Right to Employment. The grant of an Award shall not be
         construed as giving a Participant the right to be retained in the
         employ of the Company or any Affiliate or to remain on the Board.
         Further, the Company or an Affiliate may at any time dismiss a
         Participant from employment, free from any liability or any claim under
         the Plan, unless otherwise expressly provided in the Plan or in any
         Award agreement.

                  (d) Governing Law. The validity, construction, and effect of
         the Plan and any rules and regulations relating to the Plan shall be
         determined in accordance with the laws of the State of Delaware and
         applicable federal law.

                  (e) Severability. If any provision of the Plan or any Award is
         or becomes or is deemed to be invalid, illegal, or unenforceable in any
         jurisdiction or as to any Person or Award, or would disqualify the Plan
         or any Award under any law deemed applicable by the Committee, such
         provision shall be construed or deemed amended to conform to the
         applicable laws, or if it cannot be construed or deemed amended
         without, in the determination of the Committee, materially altering the
         intent of the Plan or the Award, such provision shall be stricken as to
         such jurisdiction, Person or Award and the remainder of the Plan and
         any such Award shall remain in full force and effect.

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                  (f) Other Laws. The Committee may refuse to issue or transfer
         any Units or other consideration under an Award if, in its sole
         discretion, it determines that the issuance or transfer or such Units
         or such other consideration might violate any applicable law or
         regulation, the rules of the principal securities exchange on which the
         Units are then traded, or entitle the Partnership or an Affiliate to
         recover the same under Section 16(b) of the Exchange Act, and any
         payment tendered to the Partnership by a Participant, other holder or
         beneficiary in connection with the exercise of such Award shall be
         promptly refunded to the relevant Participant, holder or beneficiary.

                  (g) No Trust or Fund Created. Neither the Plan nor any Award
         shall create or be construed to create a trust or separate fund of any
         kind or a fiduciary relationship between the Partnership, the Company
         or any participating Affiliate and a Participant or any other Person.

                  (h) No Fractional Units. No fractional Units shall be issued
         or delivered pursuant to the Plan or any Award, and the Committee shall
         determine whether cash, other securities, or other property shall be
         paid or transferred in lieu of any fractional Units or whether such
         fractional Units or any rights thereto shall be canceled, terminated,
         or otherwise eliminated.

                  (i) Headings. Headings are given to the sections and
         subsections of the Plan solely as a convenience to facilitate
         reference. Such headings shall not be deemed in any way material or
         relevant to the construction or interpretation of the Plan or any
         provision thereof.

                  (j) Facility Payment. Any amounts payable hereunder to any
         Person under legal disability or who, in the judgment of the Committee,
         is unable to properly manage his financial affairs, may be paid to the
         legal representative of such Person, or may be applied for the benefit
         of such Person in any manner which the Committee may select, and the
         Company shall be relieved of any further liability for payment of such
         amounts.

SECTION 9:        TERM OF THE PLAN.

The Plan shall be effective on the date of its approval by the Unitholders and
shall continue until the date terminated by the Board or Units are no longer
available for the grant of Awards under the Plan, whichever occurs first.
However, unless otherwise expressly provided in the Plan or in an applicable
Award agreement, any Award granted prior to such termination, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.




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