Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COOPERMAN LEON G
   2. Issuer Name and Ticker or Trading Symbol
Atlas Resource Partners, L.P. [ARP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
810 SEVENTH AVENUE, 33RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/19/2014   P   25,000 A $ 20.8 750,525 D  
Common Stock 02/19/2014   P   10,000 A $ 20.8 2,594,142 I Managed Accounts (1)
Common Stock 02/19/2014   P   25,000 A $ 20.8 75,000 I Son's Trust (2)
Common Stock               2,606,052 I Investment Entities (3)
Common Stock               500,000 I Wife (4)
Common Stock               30,000 I Omega Charitable Partners (5)
Common Stock               100,000 I Cooperman Foundation (6)
Common Stock               100,000 I Son (7)
Common Stock               20,000 I Cooperman Family Fund (8)
Common Stock               38,200 I Cooperman FL Residence Trust (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COOPERMAN LEON G
810 SEVENTH AVENUE, 33RD FLOOR
NEW YORK, NY 10019		     X    

Signatures

 Alan M. Stark, Attorney-in-Fact, POA on file   02/20/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities are held in managed accounts over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(2) The securities are held in the account of the Michael S. Cooperman WRA trust, an irrevocable trust for the benefit of Michael S. Cooperman over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(3) The securities are held in the accounts of private investment entities over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(4) The securities are held in the account of Toby Cooperman, over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(5) The securities are held in the account of the Omega Charitable Partnership LP over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(6) The securities are held in the account of the Leon & Toby Cooperman Foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(7) The securities are held in the account of Michael S Cooperman, over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(8) The securities are held in the account of the Cooperman Family Fund for a Jewish Future, a Type 1 charitable supporting foundation over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
(9) The securities are held in the Cooperman FL Residence Trust, an irrevocable trust for the benefit of the reporting person's wife and children, over which the reporting person has investment discretion. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of section 16 or for any other purpose.
 
Remarks:
The Price of the Securities acquired represent weighted average purchase price. Full information regarding the number of shares purchased at each separate price will be provided by the reporting person upon request to the staff of the SEC, the Issuer, or a security holder of the Issuer.

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