December 8, 2006
Via EDGAR and Facsimile (202) 772-9368
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20649-0308
Attention: Carmen Moncada-Terry
Re: | Atlas Energy Resources, LLC |
Registration No.: 333-136094 |
Dear Ms. Moncada-Terry:
Atlas Energy Resources, LLC hereby requests acceleration of the effective date of the above-referenced registration statement to Tuesday, December 12, 2006 at 4:00 p.m., or as soon as practicable thereafter. Please notify our counsel, Mark E. Rosenstein, at 215-731-9450 of the time of effectiveness. In making this request, the registrant hereby acknowledges:
· | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | the registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely yours, |
ATLAS ENERGY RESOURCES, LLC |
/s/ Lisa Washington |
Lisa Washington Chief Legal Officer and Secretary |