U.S. Securities and Exchange Commission
                       Washington, D.C.  20549

                               Form 10-QSB

                                 AMENDED
 
                               (Mark One)

       [ X ]  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended March 31, 1998

       [   ]   TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
          For the transition period from __________  to  __________

                      Commission file number 333-09991

                Atlas-Energy for the Nineties-Public #5 Ltd.
               (Name of small business issuer in its charter)

       Pennsylvania                               25-1795703
(State or other jurisdiction of       ( I.R.S. Employer identification No.)
incorporated or organization)


           311 Rouser Road, Moon Township, Pennsylvania  15108
          (Address of principal executive offices)   (Zip Code)

                     Issuer's telephone (412) 262-2830

(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes   X     No
Transitional Small Business Disclosure Format (check one):
Yes   X     No
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                                  PART I

Item 1.  Financial Statements

The unaudited Financial Statements of Atlas-Energy for the Nineties-Public
#5 Ltd. (the "Partnership") for the period January 1, 1998 to March 31, 1998

Item 2.  Description of Business

The Partnership has drilled and completed approximately 35.91 net wells to
the Clinton/Medina formation in Mercer and Venango Counties, Pennsylvania.
As of March 31, 1998, all 35.91 net wells are in production. The first
quarterly distribution was on June 9, 1997 for natural gas production during
January, February and March, 1997.

Net Production revenue for the three months was $319,764 includes which 
pumpers fees of $275.00 per month per well.  Expenses for this period include
$75.00 per month per well for administrative costs.

For the next twelve months management believes that the Partnership has
adequate capital.  No other wells will be drilled and, therefore, no
additional funds will be required. 

Although management does not anticipate that the Partnership will have to
do so, any additional funds which may be required will be obtained from
production revenues from Partnership wells or from borrowings by the
Partnership from Atlas or its affiliates, although Atlas is not
contractually committed to make such a loan.  No borrowings will be
obtained from third parties.

                                  PART II

Item 1.  Legal Proceeding
         None

Item 2.  Changes in Securities
         None

Item 3.  Defaults Upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Securities Holders
         None

Item 5.  Other Matters
         None

Item 6.  Reports on Form 8-K
         The registrant filed no reports on Form 8-K during the last
         quarter of the period covered by this report.
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                       UNAUDITED FINANCIAL STATEMENTS

                ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD.
                   A PENNSYLVANIA LIMITED PARTNERSHIP
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
              As of March 31, 1998 and December 31, 1997

                       BALANCE SHEET -  (UNAUDITED)

ASSETS                                     3/31/98      12/31/97    Increase
                                                                   (Decrease)
-----------------------------------------------------------------------------
Cash                                     $    5,415   $    7,979  $ ( 2,564)
Accounts receivable                         319,764      393,734    (73,970) 
                                            -------      -------   ---------
TOTAL CURRENT ASSETS                        325,179      401,713    (76,534)

Oil and gas wells and leases              7,171,254    7,412,992   (241,738) 
Organizational and syndication costs      1,028,491    1,063,161    (34,670)
                                         ----------   ----------  ---------- 
              TOTAL ASSETS               $8,524,924   $8,877,866  $(352,942) 
                                         ==========   ==========  ==========

LIABILITIES AND PARTNERS' CAPITAL


Accounts payable                        $   10,741       12,099     (1,358)    
Partners' capital                        8,514,183    8,865,767   (351,584)
                                         ---------    ---------   ---------  
TOTAL LIABILITIES AND PARTNERS CAPITAL  $8,524,924   $8,877,866  $(352,942)
                                         =========    =========   =========

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                  ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD.
                       A PENNSYLVANIA LIMITED PARTNERSHIP
                              STATEMENT OF INCOME   
             For the three months ended March 31, 1998 and 1997

                             Three Months Ended        First Quarter Ended
                                  March 31,                  March 31,
                               1998       1997             1998       1997    
                             ------------------         -------------------

REVENUE
Natural gas sales           $412,892   $134,445         $412,892   $134,445
Less direct operating costs:
Royalty interest              52,306     16,771           52,306     16,771
Other                         40,822     14,677           40,822     14,677
                           ----------  --------         --------   --------
                              93,128     31,448           93,128     31,448
                           ----------  --------         --------   --------
Net Production Revenues      319,764    102,997          319,764    102,997
Interest Income                1,976        140            1,976        140
                           ----------  --------         --------   --------
Total Revenue                321,740    103,137          321,740    103,137

EXPENSES
Depletion and depreciation
 of oil and gas wells and
 leases                      241,738     81,375          241,738     81,375
Amortization of organization
 and syndication costs        34,670     11,634           34,670     11,634
General and administrat. fees  7,535      3,075            7,535      3,075
Professional fees              9,468      7,446            9,468      7,446
Other                            320      3,798              320      3,798
                           ----------   -------          -------    -------
Total Expenses               293,731    107,328          293,731    107,328
                           ----------   -------          -------    -------
NET (LOSS)                  $ 28,009    $(4,191)        $ 28,009    $(4,191) 
                           ==========   ========        =========   ========

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                  ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD.
                      A PENNSYLVANIA LIMITED PARTNERSHIP
                      STATEMENT OF CASH FLOWS (UNAUDITED)
              For the three months ended March 31, 1998 and 1997

                                                   Three Months Ended
                                                        March 31,
                                                     1998      1997
                                                  --------------------
                        Increase (Decrease) in Cash

Cash flows from operating activities
Net Income (Loss)                                 $ 28,009   $(4,191)
Adjustments to reconcile net income to net cash
   provided by operating activities:
Depletion and depreciation                         241,738     81,375 
Amortization                                        34,670     11,634
Decrease (Increase) accounts receivable             73,970    (97,623)
(Decrease) Increase in accounts payable             (1,358)    14,069
                                                -----------  ----------
Net cash provided by operating activities          377,029      5,264

Cash flows used in financing activities:
Distributions to Partners                        ( 379,593)  ( 21,639)
                                                 ----------  ---------
Net (Decrease) in Cash                              (2,564)   (16,375)

Cash at beginning of period                          7,979     21,639
                                                           
Cash at end of period                               $5,415     $5,264
                                                ==========   ========
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                ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD.
                   A PENNSYLVANIA LIMITED PARTNERSHIP
             STATEMENT OF CHANGES IN PARTNERS' CAPITAL ACCOUNTS
                For the three months ended March 31, 1998


                                         MANAGING
                                         GENERAL     OTHER
                                         PARTNER     PARTNERS      TOTAL


BALANCE AT JANUARY 1, 1998             $1,530,389   $7,335,378  $8,865,767

Participation in revenue and expenses:

Natural gas sales                          79,941      239,823     319,764
Interest                                      494        1,482       1,976
Depletion and depreciation              (  11,043)  (  230,695)   (241,738)
Amortization                            (  34,670)           0     (34,670)
Other costs                             (   4,331)  (   12,992)    (17,323)
                                       -----------   ----------    --------
Net income  (loss)                         30,391   (    2,382)     28,009

Distributions                            (125,840)   ( 253,753)   (379,593
                                       -----------  -----------  ----------
BALANCE AT MARCH 31, 1998              $1,434,940   $7,079,243  $8,514,183
                                       ===========  ==========  ==========
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             NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

          ATLAS-ENERGY FOR THE NINETIES--PUBLIC #5 LTD.
                   A PENNSYLVANIA LIMITED PARTNERSHIP

                            March 31, 1998

1.      INTERIM FINANCIAL STATEMENTS

The financial statements as of March 31, 1998 and for the three months then
ended have been prepared by the management of the Partnership without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and
regulations, although the Partnership believes that the disclosures are
adequate to make the information presented not misleading.  These financial
statements should be read in conjunction with the audited December 31, 1997
financial statements.  In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary for
presentation have been included.

2.      SIGNIFICANT ACCOUNTING POLICIES

The Partnership uses the successful efforts method of accounting for oil
and gas activities.  Costs to acquire mineral interests in oil and gas
properties, drill and equip wells and organizational and syndication costs
are capitalized.  Oil and gas properties are periodically assessed and when
unamortized costs exceed expected future net cash flows, a loss is
recognized by a charge to income.

Capitalized costs of oil and gas wells, leases and organization and
syndication costs are depreciated, depleted and amortized by the unit of
production method.
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                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis should be read in conjunction with the
financial statements and notes thereto.

Results of Operations
---------------------

Three Months (Quarter) Ended March 31, 1998
-------------------------------------------

Net production revenue for the three months ended March 31, 1998 are up
$216,767 (210%) due primarily to normal inclines in natural gas production
from 55,945 Mcf in the three months ended March 31, 1997 to 166,260 Mcf
in the current three months.  The production inclines are net of increases in
revenues and operating costs attributable to wells being on-line for the full
period in the current three months compared with the prior year.  Natural gas
prices increased by $.08/Mcf to $2.48/Mcf during the current three months. 

Financial Position
------------------

Liquidity
---------

The partnership's working capital, for the first quarter ending
March 31, 1998, decreased 19.3% from $389,614 at December 31,
1997 to $314,438 at March 31, 1998.  The decrease is due to the comparison
of a full years activity versus the first quarter activity.  Upon comparing 
quarter to quarter results, there is an increase of 254% attributable to wells
being on-line for the full period in the current three months compared with 
the prior year.

Capital Resources
-----------------

There were no new material commitments for capital expenditures during the 
period and the Partnership does not expect any in the foreseeable future.


                             SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                Atlas-Energy for the Nineties--Public #5 Ltd.

By   (Signature and Title):                     Atlas Resources, Inc.,
                                                Managing General Partner

By   (Signature and Title):                  /s/ James R. O'Mara
                                                 James R. O'Mara
                         President, Chief Executive Officer and a Director

Date:   March 31, 1998

In Accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.

By  (Signature and Title):                  /s/ James R. O'Mara
                                                James R. O'Mara
                       President, Chief Executive Officer and a Director

Date:   March 31, 1998

By (Signature and Title):                   /S/   Tony C. Banks
                                                  Tony C. Banks
                              Vice President and Chief Financial Officer

Date:   March 31, 1998

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