UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                               (Amendment No.2)*


                               ATLAS ENERGY, L.P.
             -------------------------------------------------------
                                (Name of Issuer)

               Common Units Representing Limited Partner Interests
             -------------------------------------------------------
                         (Title of Class of Securities)

                                   04930A 10 4
             -------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2012
             -------------------------------------------------------
             (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).

     Persons who respond to the collection of information contained in this form
     are not required to respond unless the form displays a currently  valid OMB
     control number.











CUSIP No. 04930A 10 4
          -----------


1.   Names of Reporting  Persons  I.R.S.  Identification  Nos. of above  persons
     (entities only).

                         LEON G. COOPERMAN
-------------------------------------------------------------------------

2.   Check Appropriate Box if a Member of a Group

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

3.   SEC Use Only
-------------------------------------------------------------------------

4.   Citizenship or Place of Organization:      UNITED STATES
-------------------------------------------------------------------------

Number of               5.  Sole Voting Power:         2,260,220
Shares Bene-
ficially                6.  Shared Voting Power:       1,525,493
Owned by
Each Report-            7.  Sole Dispositive Power:    2,260,220
ing Person
With                    8.  Shared Dispositive Power:  1,525,493

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

9.   Aggregate Amount Beneficially Owned by Each Reporting Person: 3,785,713
-------------------------------------------------------------------------

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

11.  Percent of Class Represented by Amount in Row (9):   7.4%

     The beneficial  ownership  percentage set forth herein has been  calculated
based on 51,354,822 Shares of the Issuer outstanding as reported on the Issuer's
Form 10-Q for the quarter ended September 30, 2012.
-------------------------------------------------------------------------

12.  Type of Reporting Person:        IN
-------------------------------------------------------------------------



                                       2



CUSIP No. 04930A 10 4
          -----------

Item 1(a) Name of Issuer:

                        ATLAS ENERGY, L.P.

Item 1(b) Address of the Issuer's Principal Executive Offices:

                        1550 Coraopolis Heights Road
                        Moon Township, PA 15104


Item 2(a)         Name of Person Filing:

     This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman").

     Mr.  Cooperman  is  the  Managing  Member  of  Omega   Associates,   L.L.C.
("Associates"),  a limited  liability  company  organized  under the laws of the
State of Delaware.  Associates is a private  investment firm formed to invest in
and act as general  partner of  investment  partnerships  or similar  investment
vehicles.  Associates is the general partner of limited  partnerships  organized
under the laws of Delaware known as Omega Capital Partners,  L.P.("Capital LP"),
Omega  Equity  Investors,  L.P.  ("Equity  LP"),  and Omega  Capital  Investors,
L.P.("Investors   LP")  and  also  the  general  partner  of  Omega   Charitable
Partnership L.P.  ("Charitable LP"), an exempted limited partnership  registered
in the Cayman Islands.  These entities are private  investment  firms engaged in
the purchase and sale of securities for investment for their own accounts.

     Mr.  Cooperman is the  President,  CEO, and majority  stockholder  of Omega
Advisors,  Inc. ("Advisors"),  a Delaware corporation,  engaged in investing for
its own account and providing investment management services,  and Mr. Cooperman
is deemed to control said entity.

     Advisors serves as a discretionary  investment  advisor to a limited number
of institutional clients (the "Managed Accounts"). As to the Shares owned by the
Managed  Accounts,  there  would be shared  power to  dispose  or to direct  the
disposition  of such Shares  because the owners of the Managed  Accounts  may be
deemed  beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as
a result of their right to terminate the  discretionary  account within a period
of 60 days.

     Mr.  Cooperman  is  married to an  individual  named  Toby  Cooperman.  Mr.
Cooperman has an adult son named Michael S. Cooperman.  The Michael S. Cooperman
WRA Trust( the "WRA Trust"),  is an irrevocable trust for the benefit of Michael
S.  Cooperman.  Mr.  Cooperman  has  investment  authority  over the  Michael S.
Cooperman and the WRA Trust accounts.

     Mr.  Cooperman  is one of the  Trustees  of The  Leon  and  Toby  Cooperman
Foundation (the  "Foundation"),  a charitable trust dated December 16, 1981. The
other  trustees are his wife,  Toby  Cooperman,  his sons,  Wayne  Cooperman and
Michael Cooperman, and his daughter-in law, Jodi Cooperman.

     Mr. Cooperman is the ultimate controlling person of Associates, Capital LP,
Equity LP, Investors LP, Charitable LP and Advisors.

                                       3


CUSIP No. 04930A 10 4
          -----------

Item 2(b) Address of Principal Business Office or, if None, Residence:

     The  address of the  principal  business  office of Mr.  Cooperman  and the
Foundation is 2700 No.  Military  Trail,  Suite 230, Boca Raton FL 33431 and the
principal  business  office  of  each  Capital  LP,  Equity  LP,  Investors  LP,
Charitable  LP, and Advisors is 88 Pine Street,  Wall Street Plaza - 31st Floor,
New York, NY 10005.

Item 2(c) Citizenship:

     Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities:

     Common Units Representing Limited Partner Interests (the "Shares")

Item 2(e) CUSIP Number:    04930A 10 4


Item 3. Statement filed pursuant to Rule 13d-1(b), 13d-2(b) or (c):

     This Item 3 is not applicable


Item 4.  Ownership:

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

     Mr.  Cooperman may be deemed the beneficial owner of 3,785,713 Shares which
constitutes approximately 7.4 % of the total number of Shares outstanding.

     This consists of 924,011  Shares owned by Capital LP;  322,116 Shares owned
by Equity LP;  209,065 Shares owned by Investors LP; 180,028 owned by Charitable
LP; 1,525,493 Shares owned by the Managed Accounts;  125,000 Shares owned by the
Foundation;  250,000 Shares owned by Mr. Cooperman; 100,000 Shares owned by Toby
Cooperman; 50,000 Shares owned by Michael S. Cooperman; and 100,000 Shares owned
by the WRA Trust.

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

(i)     Sole power to vote or to direct the vote:                2,260,220
(ii)    Shared power to vote or to direct the vote:              1,525,493
(iii)   Sole power to dispose or to direct the disposition of:   2,260,220
(iv)    Shared power to dispose or to direct the disposition of: 1,525,493


Item 5. Ownership of Five Percent or Less of a Class:

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following: [ ].


                                       4


CUSIP No. 04930A 10 4
          -----------

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.


Item 7. Identification  and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.


Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.


Item 9. Notice of Dissolution of Group:

     This Item 9 is not applicable.


Item 10. Certification:

     By  signing  below  the  undersigned  certifies  that,  to the  best of his
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.

                                   SIGNATURES

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


DATED: February 6, 2013 as of December 31, 2012

LEON G. COOPERMAN

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).

                                      5