<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>apl-sc13g_12312008lgc.txt
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 2)*

                          ATLAS PIPELINE PARTNERS, L.P.
       ------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Units
       ------------------------------------------------------------------
                         (Title of Class of Securities)

                                   049392103
       ------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31,2008
       ------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [_]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [_]  Rule 13d-1(d)

------------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).


<PAGE>


CUSIP No. 049392103
          ---------

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN

----------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
-----------------------------------------------------------------

3.  SEC  Use  Only

-----------------------------------------------------------------

4.  Citizenship or Place of Organization:

                         UNITED STATES
-----------------------------------------------------------------

Number of             5.  Sole Voting Power:            3,232,618
Shares Bene-
ficially              6.  Shared Voting Power           1,341,700
Owned by
Each Report-          7.  Sole Dispositive Power:       3,232,618
ing Person
With                  8.  Shared Dispositive Power      1,341,700
-----------------------------------------------------------------

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                                         4,574,318
-----------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]
-----------------------------------------------------------------

11.  Percent of Class Represented by Amount in Row (9):

                                         9.9 %
-----------------------------------------------------------------

12.  Type of Reporting Person

                                        IN
-----------------------------------------------------------------


                                       2
<PAGE>


This statement is filed with respect to the Shares of ATLAS  PIPELINE  PARTNERS,
L.P. (the "Issuer")  beneficially  owned by LEON G. COOPERMAN as of December 31,
2008 and amends and supplements the Schedule 13G/A  originally filed on February
1, 2008( the  "Schedule  13G").  Except as set forth  herein the Schedule 13G is
unmodified.


Item 4. Ownership:

Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the beneficial owner of 2,597,718 Shares which
constitutes  approximately 6.7% of the total number of Shares outstanding.  This
is  based  on a total  of  38,686,994  Shares  outstanding  as  reported  on the
Company's 10Q for the quarter ended September 30,2007.

     This consists of 689,618  Shares owned by Capital LP;  172,800 Shares owned
by Investors  LP;  264,800  Shares owned by Equity LP;  471,900  Shares owned by
Overseas; 200,000 Shares owned by Mr. Cooperman; 50,000 Shares owned by the Toby
Cooperman;  159,900 Shares owned by Watchung;  and 1,341,700 Shares owned by the
Managed Accounts.


Item 4(c). Number of Shares as to which such person has:

     (i)   Sole power to vote or to direct the vote:    3,232,618

     (ii)  Shared power to vote or to direct the vote:    588,700

     (iii) Sole power to dispose or to direct the disposition of:    3,232,618

     (iv)  Shared power to dispose or to direct the disposition of:    588,700


                                       3
<PAGE>


Item 10. Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


DATED: February 4, 2009 as of December 31, 2008


LEON G. COOPERMAN, individually,
and as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P.,and
as General Partner of Watchung Road
Associates, L.P.and as President of
Omega Advisors, Inc.


By /s/ ALAN M. STARK
  ------------------
  Alan M. Stark
  Attorney-in-Fact
Power of Attorney on file


ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).


                                       4


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