Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 18, 2009, the Board of Directors of Atlas Pipeline Holdings GP, LLC (the "General Partner"), the general partner of Atlas Pipeline Holdings, L.P. (the "Partnership"), appointed Robert W. "Trey" Karlovich, III, as the General Partner's Chief Accounting Officer. Since September 2006, Mr. Karlovich, age 32, has been the Controller of Atlas Pipeline Mid-Continent, LLC, an indirect subsidiary of the Partnership. Prior to joining the Partnership, Mr. Karlovich was the Controller for Syntroleum Corporation, a publicly-traded energy company, from April 2005 until September 2006, and Accounting Manager from February 2004. Mr. Karlovich also worked as a public accountant with Arthur Andersen LLP and Grant Thornton LLP where he served numerous public clients and energy companies. Sean P. McGrath, the General Partner's former Chief Accounting Officer, resigned his position effective November 18, 2009, but will continue as Chief Accounting Officer for Atlas Energy, Inc., the parent of the General Partner.

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