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

                               Form 10-QSB

                               (Mark One)

       [ X ]  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 1997

       [   ]   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
#5Ltd. (the "Partnership") for the period April 1, 1997 to September 30, 1997

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 June 30, 1997 , all 35.91 net wells were in production. The first
quarterly distribution was on June 9, 1997 for natural gas production during
January, February and March 1997. 

Net Production revenue was $347,232 which includes 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

                              September 30, 1997
         
ASSETS         
         
                                             Sept 30, December 31, Increase 
CURRENT ASSETS                                 1997        1996    (Decrease) 
         
     Cash                                       9,446      21,639    (12,193) 
         
     Accounts receivables                     347,232           0    347,232  
     Oil and Gas drilling contracts/leases  7,832,781   8,385,742   (552,961) 
     Organizational/Syndication Costs       1,115,281   1,198,836    (83,555) 
         
                                           ---------------------------------- 
 TOTAL CURRENT ASSETS                       9,304,740   9,606,217   (301,477)   
         
         
LIABILITIES AND PARTNERS' CAPITAL         
         
         
     Accounts payable                          15,195           0     15,195  
     Partners' Capital                      9,289,545   9,606,217   (316,672) 
                                           ---------------------------------- 
                                            9,304,740   9,606,217   (301,477)  


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                       STATEMENT OF INCOME - (UNAUDITED)

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

                    For the nine months ended September 30, 1997

REVENUE        
-------        
        
      Natural gas sales                                          $1,020,696
      Less direct operating costs:        
          Royalty Interest                                          128,995
          Other                                                     103,408  
                                                                   -------- 
                                                                    232,403  
                                                                   --------
      Net Production Revenues                                       788,293  
        
      Interest Income                                                 2,074
                                                                   -------- 
               Total Revenue                                        790,367  
        
EXPENSES        
--------        
     Depletion and depreciation of oil and gas wells and leases     586,818
     Amortization of organizational and syndication costs            83,555  
     General and administrative fees                                 18,192  
     Professional fees                                               10,131  
     Other                                                            1,284  
                                                                   -------- 
             Total Expenses                                      $  699,980  
                                                                   -------- 
        
             NET INCOME                                          $   90,387 
                                                                   ======== 



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                        STATEMENT OF CASH FLOWS - (UNAUDITED)

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

                   For the nine months ended September 30, 1997


                         Increase (Decrease) in Cash      
        
Cash flows from operating activities        
     Net Income                                                   $90,387 
     Adjustments to reconcile net income to net cash        
       provided by operating activities:        
          Depletion and depreciation                              586,818
          Amortization                                             83,555  
          Increase in accounts receivable                        (347,232) 
          Increase in accounts payable                             15,195  
                                                                ---------- 
Cash provided by operating activities                             428,723  
        
Cash flows used in financing activities:        
     Distributions to Partners                                   (440,916)
                                                                ---------- 
        
Net Decrease in Cash                                              (12,193)
        
Cash at beginning of period                                        21,639  
                                                                -----------
        
Cash as September 30, 1997                                        $ 9,446
                                                                ========== 



      STATEMENT OF CHANGES IN PARTNERS' CAPITAL ACCOUNTS - (UNAUDITED)

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

                  For the nine months September 30, 1997
                                                      
                                                      
                                                      
                                 MANAGING                        
                                 GENERAL         OTHER            
                                 PARTNER         PARTNERS            TOTAL
                          --------------------------------------------------  
BALANCE AT JANUARY 1, 1997       $1,592,338      $8,013,879   $9,606,217 

Partners' Capital Contributions:

      Intangible drilling costs      60,602         (15,339)      45,263
      Tangible costs                (11,406)              0      (11,406)
                                                      
Participation in revenue and expenses: 
                                                   
      Natural gas sales             197,073         591,220      788,293
      Interest                          519           1,555        2,074 
      Depletion and depreciation    (26,613)       (560,205)    (586,818)
      Amortization                  (83,555)              0      (83,555)
      Other costs                    (7,402)        (22,205)     (29,607)
                                  ------------------------------------------
Net income (loss)                    80,022          10,365       90,387
                                                      
Distributions                       (19,277)       (421,639)    (440,916)
                                  ------------------------------------------ 
BALANCE AT Sept 30, 1997         $1,702,279      $7,587,266   $9,289,545 
                                 ===========================================
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             NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

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

                           September 30, 1997

1.      INTERIM FINANCIAL STATEMENTS

The financial statements as of September 30, 1997 for the nine 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.  
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.

                             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:   September 30, 1997

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:   September 30, 1997

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

Date:   September 30, 1997
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