UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2005 ATLAS PIPELINE PARTNERS, L.P. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-14998 23-3011077 ----------------------- ------------------ ------------------- (State of incorporation (Commission (I.R.S. Employer or organization) File Number) Identification No.) 311 Rouser Road, Moon Township, Pennsylvania 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) [ ] 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 7.01 - Results of Operations and Financial Condition and Regulation FD Disclosure. On February 28, 2005, Atlas Pipeline Partners, L.P. (the "Partnership") will participate in the Fourth Annual Master Limited Partnership Conference at The Essex House Hotel in New York City A copy of the Partnership's presentation is included as Exhibit 99.1 to this report. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Slide show presentation dated February 28, 2005. 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 PIPELINE PARTNERS, L.P. By: Atlas Pipeline Partners GP, LLC Its General Partner Date: February 28, 2004 By: ----------------------------------- Michael L. Staines President and Chief Operating Officer