<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>EXHIBIT 10

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                          REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT, is made this 5th day of January,

2001, by and between ATLAS PIPELINE PARTNERS, L.P., a Delaware limited

partnership (the "Company"), and KINGSTON OIL CORPORATION, an Ohio corporation

("Investor").



                                    RECITALS



         WHEREAS, the parties hereto have entered into a certain Purchase and

Sale Agreement, dated as of October 6, 2000 ("Purchase Agreement"), whereby

Investor is acquiring limited partnership units of the Company ("Units"), which

Units are more fully described in the Purchase Agreement; and



         WHEREAS, the Company has agreed to provide Investor with the

registration rights set forth herein, and the execution and delivery of this

Agreement is a condition to closing the Purchase Agreement;



         NOW, THEREFORE, in consideration of the mutual promises contained

herein, and other valuable consideration, the adequacy and sufficiency of which

is hereby acknowledged, intending to be legally bound, the parties agree as

follows:



         1. Conditioned Upon Purchase Agreement. The rights, terms and

conditions of this Agreement are specifically conditioned upon the closing of

the transactions contemplated by the Purchase Agreement.



         2. Definitions. Terms used herein and not otherwise defined have the

following meanings:



         "Act" means the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder.



         "Partnership Units" means the limited partnership units of the Company.



         "Holder" means any person owning or having the right to acquire

Registrable Securities or any assignee thereof in accordance with Section 14

hereof.



         "1934 Act" means the Securities Exchange Act of 1934, as amended, and

the rules and regulations promulgated thereunder.



         "Register," "registered," and "registration" refer to a registration

effected by preparing and filing a registration statement or similar document in

compliance with the Act, and the declaration or ordering of effectiveness of

such registration statement or document.



         "Registrable Securities" means (i) the Units issued to Investor

pursuant to the Purchase Agreement and (ii) any Partnership Units issued as (or

issuable upon the conversion or exercise of any warrant, right or other security

that is issued as) a dividend or other distribution with respect to, or in





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exchange for, or in replacement of, such Units, or other securities granted

registration rights pursuant to Section 16 of this Agreement.



         "SEC" means the U.S. Securities and Exchange Commission.



         "Form S-3" means such form under the Act as in effect on the date

hereof or any successor registration form under the Act subsequently adopted by

the SEC.



         3. Registration. The Company, at its sole expense, shall file a

registration statement under the Act covering the registration of all of the

Units no sooner than twelve (12) months, but no later than eighteen (18) months

after the date hereof. The Company shall cause the registration to be declared

effective as promptly as practicable. The Company shall obtain, prior to the

effective date of the registration, all necessary state securities law or "Blue

Sky" permits or approvals as are reasonably requested by the Holder, and the

Company shall pay all expenses incident thereto.



         4. Company Registration. If at any time after twelve (12) from the

Closing Date, the Company proposes to register (including for this purpose a

registration effected by the Company for its shareholders other than the Holder)

any of its Partnership Units under the Act in connection with the public

offering of such securities solely for cash (other than a registration relating

solely to the sale of securities to participants in a Company stock plan, a

registration relating to an acquisition or corporate reorganization or other

transaction under Rule 145 of the Act, a registration on any form that does not

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