UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September~~April 309, ~~2009~~2010

Date of earliest event reported: September 25, 2009

Atlas Energy Resources, LLC

(Exact name of registrant as specified in its ~~charter~~chapter)

Delaware		1-33193		75-3218520
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

Westpointe Corporate Center One, 1550 Coraopolis Heights Road
Westpointe Corporate Center One, 1550 Coraopolis Heights Road, Moon Township, PA		15108
Moon Township, PA		15108
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 412-262-2830

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.01. ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement.

OnPurchase ~~September 29, 2009, pursuant to the Agreement~~ and ~~Plan~~Sale ~~of Merger (the “Merger~~ Agreement~~”),~~ dated as of April 27, 2009, by and among Atlas America, Inc. (now known as “Atlas Energy, Inc.”) ( “Atlas America”), Atlas Energy Resources, LLC (“Atlas Energy”), Atlas Energy Management, Inc. (“Atlas Energy Management”) and ATLS Merger Sub, LLC (“Merger Sub”), Merger Sub merged with and into Atlas Energy, with Atlas Energy as the surviving entity (the “Merger”). The Merger was effective as of 5:00 p.m., Eastern Daylight Time, on September 29, 2009. In the Merger, each Class B common unit of Atlas Energy (“Atlas Energy common units”) outstanding as of immediately prior to the effective time of the Merger, other than Atlas Energy common units held by Atlas America and its subsidiaries, was converted into the right to receive 1.16 (the “Exchange Ratio”) shares of common stock of Atlas America. In addition, in the Merger, each outstanding restricted unit, phantom unit and unit option of Atlas Energy was converted into an equivalent restricted share, phantom share and stock option of Atlas America, respectively, with adjustments in the number of shares and exercise price to reflect the Exchange Ratio, but otherwise on the same terms and conditions as were applicable prior to the Merger. Each Class A common unit of Atlas Energy and management incentive interest of Atlas Energy, all of which are held by Atlas Energy Management, a wholly owned subsidiary of Atlas America, remained outstanding. As a result of the Merger, Atlas Energy became a wholly owned subsidiary of Atlas America, with 100% of the Atlas Energy common units held directly by Atlas America and with 100% of the Atlas Energy Class A common units and management incentive interests held by Atlas Energy Management, a wholly owned subsidiary of Atlas America. Prior to the merger, Atlas America and its subsidiaries (other than Atlas Energy and its subsidiaries) beneficially owned, within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Act of 1934, as amended, 29,952,996 Atlas Energy common units, representing approximately 47.3% of the outstanding common units.

~~The~~On ~~foregoing~~April 9, ~~description~~2010, Atlas Energy Resources, LLC (“Atlas”), a wholly owned subsidiary of ~~the~~Atlas ~~Merger~~Energy, Inc. (“ATLS”), entered into a Purchase and Sale Agreement (the ~~Merger~~“Purchase Agreement”) ~~does~~with ~~not~~Reliance ~~purport~~Marcellus, LLC (“Reliance”), a wholly-owned subsidiary of Reliance Industries Limited, pursuant to bewhich ~~complete~~Atlas agreed, and agreed isto ~~qualified~~cause incertain of its ~~entirety~~subsidiaries, byto ~~reference~~sell to Reliance a 40% undivided interest (the ~~Merger~~“Conveyed ~~Agreement~~Interests” and, ~~which~~together with Atlas’s remaining 60% undivided interest, the “Joint Acreage”) in horizons located from the bottom of the Tully formation to the bottom of the Oriskany formation within a defined area of mutual interest (the “AMI”) comprised of undeveloped acreage in Allegheny, Armstrong, Butler, Cambria, Clarion, Clearfield, Fayette, Greene, Indiana, McKean, Somerset, Washington and Westmoreland Counties, Pennsylvania and Preston County, West Virginia, together with associated contracts and data. The total subject undeveloped acreage is ~~incorporated~~approximately by300,000 ~~reference~~gross acres (approximately 120,000 net acres to Reliance) and excludes specified acreage around existing production. Reliance Industries Limited provided a guaranty of Reliance’s payment and performance obligations under the Purchase Agreement and, as ~~Exhibit~~discussed 2below, will provide at closing a guaranty of its drilling carry obligation.1 ATLS provided a guaranty, which will remain in effect for up to ~~this~~7.5 years, ~~current~~of ~~report~~Atlas’s onpayment ~~Form~~and ~~8-K~~performance obligations under the Purchase Agreement and the Development Agreement, described below. The Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference ~~herein~~.

~~Item~~Purchase ~~3.01.~~Price ~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~

InReliance ~~connection~~will ~~with~~pay ~~the~~Atlas ~~completion~~approximately of$340 million in cash at closing for the ~~Merger,~~Conveyed ~~Atlas~~Interests. ~~Energy~~In ~~has~~addition, ~~notified~~at closing, the ~~New~~parties will ~~York~~enter ~~Stock~~into ~~Exchange~~a Participation and Development Agreement (the “~~NYSE~~Development Agreement”), ofdescribed ~~the completion~~below, ofpursuant ~~the~~to ~~Merger~~which ~~and~~Reliance ~~has~~will ~~requested~~bear ~~that~~75% ~~the~~of ~~NYSE~~Atlas’s ~~file~~share of certain development costs, up to a ~~notification~~maximum of ~~removal~~approximately ~~from~~$1.36 billion ~~listing~~and onpursuant ~~Form 25~~to ~~with~~which Atlas and Reliance will participate in the ~~U.S.~~exploration ~~Securities~~and development of the Joint Acreage and ~~Exchange~~of ~~Commission~~any ~~with~~other ~~respect~~properties tojointly acquired by the ~~Atlas~~parties ~~Energy~~in ~~common~~the ~~units.~~AMI (collectively, the “Joint Interests”).

~~Item~~Closing ~~3.03. Material Modification to Rights of Security Holders.~~

~~Pursuant~~The toclosing ~~the Merger Agreement, each Atlas Energy common units outstanding as~~ of ~~immediately prior to~~ the ~~effective~~transaction ~~time~~contemplated ofby the ~~Merger,~~Purchase ~~other~~Agreement ~~than~~is ~~Atlas~~conditioned ~~Energy~~upon ~~common units held by Atlas America and its subsidiaries, was converted into~~ the ~~right~~receipt toof ~~receive~~ the ~~shares~~consent of ~~common~~the ~~stock~~lenders of under Atlas’s ~~America~~secured ~~reflecting~~credit ~~the~~facility ~~Exchange~~and ~~Ratio.~~other Incustomary ~~addition,~~closing inconditions. ~~the Merger, each~~

~~outstanding~~Representations ~~restricted unit, phantom unit~~ and ~~unit option of Atlas Energy was converted into an equivalent restricted share, phantom share and stock option of Atlas America, respectively, with~~Warranties adjustments in the number of shares and exercise price to reflect the Exchange Ratio, but otherwise on the same terms and conditions as were applicable prior to the Merger. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

~~Item~~The 5Purchase Agreement contains customary representations and warranties, including with respect to corporate power and authority, no conflicts, consents, bankruptcy, foreign person, written claims and litigation, material contracts, no violation of laws, preferential rights, taxes, brokers’ fees, royalties, permits, environmental matters and selling subsidiaries.01 This summary and the Purchase Agreement have been included to provide investors with information regarding its terms. ~~Changes~~It is not intended to provide any other factual information about Atlas or Reliance. The representations and warranties contained in ~~Control~~the Purchase Agreement are made to, and solely for the benefit of, ~~Registrant~~the parties to the Purchase Agreement. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure letters that the parties have exchanged in connection with signing the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement are made for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of the Purchase Agreement and are modified in important respects by the confidential disclosure letters.

As a result of the Merger, Atlas Energy became a wholly owned subsidiary of Atlas America, with 100% of the Atlas Energy common units held directly by Atlas America and with 100% of the Atlas Energy Class A common units and management incentive interests held by Atlas Energy Management, a wholly owned subsidiary of Atlas America. See the disclosure regarding the Merger and the Merger Agreement under Item 2~~.01~~ ~~above for additional information.~~

~~Item~~Post-Closing ~~5.02.~~Remedies ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

ByAtlas ~~virtue~~and ofReliance ~~the~~have ~~Merger~~agreed that, ~~each~~after ofthe ~~Jessica K. Davis~~closing, ~~Walter~~they C.will ~~Jones,~~indemnify ~~Ellen~~each F.other ~~Warren~~for ~~and~~breaches ~~Bruce~~of ~~M. Wolf~~representations, ~~who~~warranties and ~~were~~covenants. ~~members~~In ofaddition, ~~the~~Atlas ~~Board~~has ofagreed ~~Directors~~that, ofwith ~~Atlas~~respect ~~Energy~~to ~~prior~~uncured totitle ~~the~~defects ~~Merger,~~with ~~ceased~~respect to bethe ~~directors~~Conveyed ofInterests, Atlas ~~Energy~~will asassign ofsubstitute ~~the~~acreage ~~effective~~to ~~time~~Reliance, ofreduce the ~~Merger.~~Drilling ~~Each~~Carry ofObligation, ~~Edward~~described ~~E. Cohen~~below, ~~Jonathan~~or Z.other ~~Cohen~~cash obligations ~~and~~owed ~~Richard~~by D.Reliance ~~Weber~~under ~~shall~~the ~~remain~~Development ~~directors~~Agreement ~~of Atlas~~or ~~Energy~~indemnify Reliance.

~~Item~~Participation ~~5.03.~~and ~~Amendments~~Development Agreement ~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

InThe ~~connection~~parties ~~with~~have ~~the~~agreed ~~Merger,~~to enter into the ~~Operating~~Development Agreement ofat ~~Atlas~~the ~~Energy~~closing ~~has been amended as~~ of the ~~effective~~transaction contemplated ~~time~~by of the ~~Merger~~Purchase Agreement. The ~~Operating~~ Development Agreement ~~was~~will ~~amended~~remain toin ~~remove~~effect ~~provisions~~until nothe ~~longer~~twelfth ~~applicable~~anniversary toof ~~Atlas~~the ~~Energy~~closing asdate aunless ~~wholly~~earlier ~~owned~~terminated ~~subsidiary~~by written agreement of ~~Atlas~~the ~~America~~parties. The ~~Second~~form ~~Amended~~of ~~and~~the ~~Restated~~Development ~~Operating~~ Agreement ~~of Atlas Energy~~ is attached hereto as Exhibit 3 2.2 and is incorporated herein by reference.

~~Item~~Development ~~8.01.~~Costs ~~Other~~and ~~Events.~~Drilling Carry Obligation

~~On September 25,~~Atlas ~~2009,~~will ~~Atlas~~hold ~~America~~a 60% participating interest share of the Joint Interests, and ~~Atlas~~Reliance ~~Energy~~will ~~issued~~hold a ~~joint~~40% ~~press~~participating interest ~~release~~share ~~announcing~~of the ~~result~~Joint Interests. Each party must generally pay its participating interest share of ~~their~~all ~~respective~~development ~~special~~costs ~~meetings~~arising under the Development Agreement or under any applicable joint operating agreement (each, ~~including~~a ~~announcing~~“JOA”). However, ~~that~~Reliance ~~Atlas~~will ~~Energy~~bear 75% of Atlas’s ~~unitholders~~share ~~approved~~of development costs that are capital expenditures, up to a maximum of approximately $1.36 billion, subject to possible adjustment for title defects as described above (the ~~Merger~~“Drilling Carry Obligation”). The ~~text~~Drilling Carry Obligation will end on the earlier to occur of (a) the ~~press~~date on which the entire amount of the Drilling Carry Obligation has been paid by Reliance, and (b) 5.5 years after the closing date, unless ~~release~~extended for certain circumstances, ~~which~~including isif ~~attached~~85% ~~hereto~~or more of the wells proposed in the parties’ multi-year plan have been drilled to their target depths as ~~Exhibit~~of ~~99.1~~such date, isin ~~incorporated~~which ~~herein~~case bythe ~~reference~~drilling carry period will be extended for two additional years.

OnAs ~~September 29,~~security ~~2009~~for Reliance’s performance of the Drilling Carry Obligation, ~~Atlas~~Reliance will provide for ~~America~~four ~~issued~~years aan ~~press~~irrevocable ~~release~~letter ~~announcing~~of credit in the ~~completion~~amount of ~~the~~$300 ~~Merger~~million, with a cumulative drawing amount of $550 million. The ~~text~~cumulative drawing amount will be reduced by the amounts of all payments that Reliance makes under the ~~press~~Drilling ~~release,~~Carry Obligation ~~which~~and isof ~~attached~~drawings ~~hereto~~under asthe ~~Exhibit~~letter 99of credit.2, isReliance ~~incorporated~~Industries ~~herein~~Limited bywill ~~reference~~also provide a guarantee in the amount of $850 million for the Drilling Carry Obligation that will remain in effect for up to 7.5 years.

Operator Arrangements

The parties will enter into one or more JOA for each drilling unit and all or any portion of the Joint Interests prior to drilling. Atlas (or its designated subsidiary) will be designated to serve as the operator under each JOA (the “Operator”) and will operate the Joint Interests in accordance with the terms of the JOA (subject to the terms of the Development Agreement). Unless Atlas is required to operate pursuant to third-party contractual obligations, then one year after closing, Reliance may elect to become the Operator of a project area that it selects from among four possible project areas. If Reliance meets certain benchmarks with respect to the first project area, then it will have the right to become Operator of a second project area and then, similarly, of a third project area. The Operator may be removed for good cause, including for material breaches of the Operator’s obligations, failure to cure any such breach within 60 days, and fraud, willful misconduct or gross negligence in the performance of its duties under the Development Agreement or under a JOA, and for certain transfers of the Joint Interests.

Area of Mutual Interest

Atlas will serve as the exclusive leasing agent for properties in the AMI. If the Operator acquires any additional acreage in the AMI for the purpose of completing a drilling unit, the other party will be obligated to purchase its participating interest share of such additional acreage. If Atlas acquires any additional acreage in the AMI that is not for the purpose of completing a drilling unit, Reliance will have the option to purchase its participating interest share of such additional acreage (“Option Acreage”) on the same material terms and conditions. If Reliance chooses not to do so, Atlas will retain 100% of the Option Acreage, which will be excluded from the AMI and will not be governed by the Development Agreement or by any JOA.

Reliance’s Right of First Offer

If Atlas desires to sell more than 5% of the interest it holds as of the closing date in acreage outside the AMI to any non-affiliate, then Reliance may make an offer to purchase such interest. Atlas must accept Reliance’s offer if it is (a) for all of the interests to be sold by Atlas; (b) solely for cash and (on a present value basis) at least $8,000 per net acre; and (c) no less favorable to Atlas than the terms and conditions of the Development Agreement. The right of first offer will terminate on the tenth anniversary of the closing date.

Standstill Agreement

At the closing of the transaction contemplated by the Purchase Agreement, Atlas, ATLS, Reliance and Reliance Industries Limited will enter into a standstill agreement pursuant to which Reliance and Reliance Industries Limited will agree, for five years and subject to certain exceptions, not to take any action to acquire any securities or a majority of the assets of ATLS or Atlas, nor to take certain other actions with respect to the voting securities of Atlas and ATLS. The form of the standstill agreement is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On April 9, 2010, ATLS issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On April 12, 2010, ATLS held a presentation for investors, analysts and others regarding the transaction described in Item 1.01 hereto (the “Presentation”), which was accessible over the Internet and by conference call. At the Presentation, ATLS discussed certain financial and other information relating to the transaction (the “Presentation Materials”), the Purchase Agreement, the Development Agreement and other items, after which it held a live question and answer session. A copy of the conference call transcript is attached as Exhibit 99.2 hereto and is incorporated herein by reference. The furnishing of the transcript is not intended to constitute a representation that such furnishing is required by Regulation FD or that the transcript includes material investor information that is not otherwise publicly available. The Presentation Materials, together with a reconciliation to GAAP of certain non-GAAP financial measures, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

The information in Exhibits 99.1, 99.2 and 99.3 shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended. In addition, Atlas does not assume any obligation to update such information in the future.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNumber		Description
2.1		Purchase and Sale Agreement, dated April 9, 2010.*
2.1		Agreement and Plan of Merger dated as of April 27, 2009 by and among Atlas America, Inc., Atlas Energy Resources, LLC, Atlas Energy Management, Inc. and ATLS Merger Sub, LLC (incorporated by reference to Exhibit 2.1 of Atlas Energy’s Current Report on Form 8-K, filed on April 28, 2009).
2.2		Form of Participation and Development Agreement.*
3.2		Amended and Restated Operating Agreement of Atlas Energy Resources, LLC.
2.3		Form of Standstill, AMI and Transfer Restriction Agreement.
99.1		Press Release, dated ~~September~~April 259, ~~2009, announcing the result of the Atlas America, Inc~~2010. ~~and Atlas Energy Resources, LLC special meetings.~~
99.2		~~Press~~The ~~Release,~~transcript ~~dated~~of ~~September~~conference ~~29,~~call ~~2009,~~held ~~announcing~~on ~~completion~~April of12, ~~the Merger~~2010.
99.3		Presentation Materials.

*	The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATLAS ENERGY RESOURCES, LLC
	Atlas Energy Resources, LLC
Date: September 30, 2009	By:	/s/ Lisa Washington
Date: April 13, 2010	By:	/S/ MATTHEW A. JONES
	Lisa Washington
	Name:	Matthew A. Jones
	Chief Legal Officer and Secretary
	Its:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
ExhibitNo.		Description
2.1		~~Agreement~~Purchase and ~~Plan~~Sale ofAgreement, ~~Merger~~ dated ~~as of~~ April 279, ~~2009 by and among Atlas America, Inc~~2010., Atlas Energy Resources, LLC, Atlas Energy Management, Inc. and ATLS Merger Sub, LLC (incorporated by reference to Exhibit 2.1 of Atlas Energy’s Current Report on Form 8-K, filed on April 28, 2009).*
3.2		Amended and Restated Operating Agreement of Atlas Energy Resources, LLC.
2.2		Form of Participation and Development Agreement.*
99.1		Press Release, dated September 25, 2009, announcing the result of the Atlas America, Inc. and Atlas Energy Resources, LLC special meetings.
2.3		Form of Standstill, AMI and Transfer Restriction Agreement.
99.2		Press Release, dated September 29, 2009, announcing completion of the Merger.
99.1		Press Release, dated April 9, 2010.
99.2		The transcript of conference call held on April 12, 2010.
99.3		Presentation Materials.

*	The exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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