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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/01/06  Atlas Energy Resources/LLC        S-1/A                 15:510                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1 Registration Statement  HTML  2,751K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    209K 
 3: EX-8.1      Opinion of Ledgewood, P.C.                          HTML     11K 
 4: EX-10.1     Form of Contribution and Assumption Agreement       HTML     63K 
 5: EX-10.2     Form of Omnibus Agreement                           HTML     27K 
 6: EX-10.3     Form of Management Agreement                        HTML     63K 
 7: EX-10.4.(A)  Master Natural Gas Gathering Agreement             HTML     60K 
 8: EX-10.4.(B)  Natural Gas Gathering Agreement                    HTML     54K 
 9: EX-10.4.(C)  Amendment to Mater Natural Gas Gathering           HTML     17K 
                          Agreement                                              
10: EX-10.4.(D)  Form of Amendment and Joinder to Gas Gathering     HTML     25K 
                          Agreement                                              
11: EX-10.5.(A)  Ominbus Agreement, Dated February 2, 2000          HTML     39K 
12: EX-10.5.(B)  Form of Amendment and Joinder to Omnibus           HTML     23K 
                          Agreement                                              
13: EX-10.8     Form of Long-Term Incentive Plan                    HTML     39K 
14: EX-10.9     Drilling and Operating Agreement                    HTML    148K 
15: EX-23.1     Consent of Grant Thornton Llp                       HTML      7K 

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As filed with the Securities and Exchange Commission on November 1, 2006

Registration No. 333-136094

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT

No. 2 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ATLAS ENERGY RESOURCES, LLC

(Exact name of registrant as specified in its charter)

311 Rouser Road

Moon Township, Pennsylvania 15108

(412) 262-2830

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Edward E. Cohen

Atlas Energy Resources, LLC

311 Rouser Road

Moon Township, Pennsylvania 15108

(412) 262-2830

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of communications to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

6,075,000 Common Units

[Logo]

ATLAS ENERGY RESOURCES, LLC

Representing Class B Limited Liability Company Interests

This is the initial public offering of our common units. No public market currently exists for our common units. We expect the initial public offering price to be between $            and $            per common unit.

We have applied to list our common units on the New York Stock Exchange under the symbol “ATN.”

Investing in our common units involves risks. Please read “ Risk factors” beginning on page 24.

These risks include:

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters may also purchase up to an additional 911,250 common units at the public offering price, less the underwriting discounts and commission payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $             and our total proceeds, before expenses will be $            .

The underwriters are offering the common units as set forth under “Underwriting.” Delivery of the common units will be made on or about                 , 2006.

UBS Investment Bank

The date of this prospectus is             , 2006

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You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, offering to sell our common units or seeking offers to buy our common units in any jurisdiction where offers and sales are not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common units offered hereby.

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 Prospectus summary

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements. The information presented in this prospectus assumes (1) an initial public offering price of $20.00 per common unit, the mid-point of the price range set forth on the front cover of this prospectus, and (2) that the underwriters do not exercise their option to purchase additional common units.

You should read “Risk factors” beginning on page 24 for information about important factors that you should consider carefully before buying our common units. We include a glossary of some of the industry terms used in this prospectus in Appendix B. Wright and Company, Inc., an independent engineering firm, provided the estimates of our proved natural gas and oil reserves as of March 31, 2006 included in this prospectus. A summary prepared by Wright and Company of its reserve report is located at the back of this prospectus as Appendix C, and is referred to in this prospectus as the reserve report. References in this prospectus to “Atlas Energy Resources,” “we,” “our,” “us,” or like terms, when used in an historical context or in the present tense, refer to the subsidiaries that Atlas America will contribute to Atlas Energy Resources in connection with this offering and, when used prospectively, refer to Atlas Energy Resources, LLC and its subsidiaries. References to fiscal 2005 are to Atlas America E&P Operations’ most recent fiscal year end, which was September 30, 2005. Our first fiscal year will end on December 31, 2006. References to “our manager” or “Atlas Energy Management” are to Atlas Energy Management, Inc.

 ATLAS ENERGY RESOURCES

We are a limited liability company focused on the development and production of natural gas and, to a lesser extent, oil principally in the Appalachian Basin. We sponsor and manage tax-advantaged investment partnerships, in which we coinvest, to finance the exploitation and development of our acreage. Our goal is to increase the distributions to our unitholders by continuing to grow the net production from our natural gas and oil production business as well as the fee-based revenues from our partnership management business.

We were formed in June 2006 to own and operate substantially all of the natural gas and oil assets and the investment partnership management business of Atlas America, Inc. (Nasdaq: ATLS). Atlas America has been involved in the energy industry since 1968, expanding its operations in 1998 when it acquired The Atlas Group, Inc. and in 1999 when it acquired Viking Resources Corporation, both engaged in the development and production of natural gas and oil and the sponsorship of investment partnerships.

We are managed by Atlas Energy Management, Inc., a wholly-owned subsidiary of Atlas America. Through our manager, the Atlas America personnel currently responsible for managing our assets and capital raising will continue to do so on our behalf upon completion of this offering.

As of June 30, 2006, our principal assets consisted of:

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In addition, at March 31, 2006, the date of our most recent reserve report, we had proved reserves of 170.9 Bcfe, including the reserves net to our equity interest in the investment partnerships and our direct interests in producing wells.

For the twelve month period ended June 30, 2006, we produced 25,110 Mcfe/d net to our interest in the production of our investment partnerships and including our direct interests in producing wells, which resulted in an average proved reserves to production ratio, or average reserve life, of approximately 18 years based on our proved reserves at March 31, 2006.

According to Rigdata.com, we were the 10^th most active operator in the United States based on well starts from January 2006 to August 2006. As of June 30, 2006, we had identified approximately 500 proved undeveloped drilling locations and over 2,400 additional potential drilling locations on our acreage and our Tennessee joint venture acreage.

We fund the drilling of natural gas and oil wells on our acreage by sponsoring and managing tax-advantaged investment partnerships. We generally structure our investment partnerships so that, upon formation of a partnership, we coinvest in and contribute leasehold acreage to it, enter into drilling and well operating agreements with it and become its managing general partner.

We derive substantially all of our revenues from our equity interest in the oil and gas produced by the investment partnerships as well as the fees paid by the partnerships to us for acting as the managing general partner as follows:

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