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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                                   (Mark One)
                      [X] ANNUAL REPORT PURSUANT TO SECTION
               13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

                  [ ] TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from _________ to __________

                         Commission file number: 1-14998

                          ATLAS PIPELINE PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

DELAWARE                                                     23-3011077
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

311 Rouser Road
Moon Township, Pennsylvania                                             15108
(Address of principal executive office)                               (Zip code)

Registrant's telephone number, including area code: (412) 262-2830
Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange on
         Title of each class                               which registered

     Common Units of Limited Partnership Interest       American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                                       N/A
                             ----------------------
                                 Title of class

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of the equity securities held by
non-affiliates of the registrant, based on the closing price on August 22, 2002
was approximately $38.5 million.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


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                                    PART III


ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

         We do not directly compensate the executive officers of our general
partner. Rather, Atlas America and its affiliates allocate the compensation of
the executive officers between activities on behalf of our general partner and
us and activities on behalf of Atlas America and its affiliates, and we
reimburse our general partner for the compensation allocated to us. The
compensation allocation for fiscal 2001 was $397,500. The following table sets
forth the compensation allocation since the Partnership commenced operations for
the general partner's president. No other executive officer of the general
partner received aggregate salary and bonus in excess of $100,000 during fiscal
2001.

                           Summary Compensation Table

--------------------------------------------------------------------------------
Name and Principal Position                     Year               Salary
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Michael L. Staines, President, Chief
Operating Officer, Secretary and
Managing Board Member                           2001              $191,442
--------------------------------------------------------------------------------
                                                2000              $100,000
--------------------------------------------------------------------------------


Compensation of Managing Board Members

No additional remuneration will be paid to officers or employees of our general
partner who also serve as managing board members. Each independent managing
board member receives an annual retainer of $6,000 together with $1,000 for each
board meeting attended, $1,000 for each committee meeting attended where he is
chairman of the committee and $500 for each committee meeting attended where he
is not chairman. In addition, we reimburse each independent board member for his
out-of-pocket expenses in connection with attending meetings of the board or
committees. We indemnify our general partner's managing board members for
actions associated with being managing board members to the extent permitted
under Delaware law.


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         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                        ATLAS PIPELINE PARTNERS, L.P. (Registrant)
                        By: Atlas Pipeline Partners GP, LLC, its General Partner
August 26, 2002         By: /s/ Michael L. Staines
                            -------------------------------------------
                            President, Chief Operating Officer, Secretary and
                            Managing Board Member

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of August 26, 2002.
<TABLE>
<CAPTION>

<S>                                                  <C>
/s/ Edward E. Cohen                                  Chairman of the Managing Board of the General Partner
--------------------------------------------
EDWARD E. COHEN

/s/ Jonathan Z. Cohen                                Vice Chairman of the Managing Board of the General Partner
--------------------------------------------
JONATHAN Z. COHEN

/s/ Michael L. Staines                               President, Chief Operating Officer, Secretary and
--------------------------------------------         Managing Board Member of the General Partner
MICHAEL L. STAINES                                   (Principal Executive Officer)

/s/ Nancy J. McGurk                                  Chief Accounting Officer of the General Partner
--------------------------------------------
NANCY J. McGURK

/s/ Louis Tierno, Jr.                                Controller
--------------------------------------------
LOUIS TIERNO, JR.

                                                     Managing Board Member of the General Partner
--------------------------------------------
TONY C. BANKS

/s/ William R. Bagnell                               Managing Board Member of the General Partner
--------------------------------------------
WILLIAM R. BAGNELL

                                                     Managing Board Member of the General Partner
--------------------------------------------
GEORGE C. BEYER, JR.

/s/ Murray S. Levin                                  Managing Board Member of the General Partner
--------------------------------------------
MURRAY S. LEVIN

</TABLE>