U.S. Securities and Exchange Commission

                          Washington, D.C.  20549

                             Form 10-KSB

(Mark One)

        [ X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                  For the fiscal year ended December 31, 1996

       [    ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
                  For the transition period from _____ to _____

                      Commission file number  33-95330

                  Atlas-Energy for the Nineties-Public #4 Ltd.
                 (Name of small business issuer in its charter)

             Pennsylvania                              25-1772474

   (State or other jurisdiction of        (I.R.S. Employer incorporation
    or organization)                      Identification No.)

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

                   Issuer's telephone number (412) 262-2830
       Securities registered under Section 12(b) of the Exchange Act

      Title of each class         Name of each exchange on which registered
             None                                    None

Securities registered under Section 12(g) of the Exchange Act
                                None
                           (Title of Class)

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 _____

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.  [ X ]


State issuer's revenues for its most recent fiscal year.  $1,339,327

State the aggregate market value of the voting stock held by non-
affiliates of the Registrant.  Not Applicable.

Transitional Small Business Disclosure Format (check one):

Yes      X        No ___

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                                PART I
Item 1.  Description of Business

Atlas-Energy for the Nineties-Public #4 Ltd. (the "Partnership") was
formed under the Pennsylvania Revised Uniform Limited Partnership Act on
July 5, 1995, with Atlas Resources, Inc. ("Atlas") as Managing General
Partner. The Partnership had its initial and final closing on December 27,
1995, and was funded with subscriptions of $6,991,350 to drill natural gas
development wells.  Also, on December 27, 1995, the Managing General Partner
was credited with a total capital contribution of $1,423,652 because of
certain expenditures it made on behalf of the Partnership and certain
prospects it contributed to the Partnership.

The Partnership has not filed bankruptcy nor has the Partnership been
involved in any material reclassification, merger, consolidation,
receivership or similar proceeding or purchase or sale of a significant
amount of assets not in the ordinary course of business.

The Partnership was funded to drill natural gas development wells with
the objective being the discovery and production of natural gas in
commercially marketable quantities.   Because the initial and final closing
date was December 27, 1995, the Partnership  did not conduct any drilling
activities in 1995; however, the Partnership did prepay the drilling and
operating agreement on December 27, 1995, in an amount equal to $7,230,399.

In this regard, on December 27, 1995, the Partnership, which has no
employees, entered into the drilling and operating agreement with Atlas to
drill 31.5 development wells to the Clinton/Medina geological formation.
All of the prospects selected by Atlas for drilling are located in Mercer
and Venango Counties, Pennsylvania.  Atlas and its affiliates' had
sufficient leasehold inventory to provide all of the prospects to be
developed by the Partnership.  See  "Description of Property".

For the next twelve months management believes that the Partnership has
adequate capital in order to conduct its operations.  The Partnership had
sufficient capital resources from the closing to drill and develop
approximately 31.5 net wells.  No other wells will be drilled and therefore
no additional funds will be required. The payment of operating and
maintenance costs did not begin until the Partnership wells begin to
generate revenue.  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.  The amount that may be borrowed by the
Partnership from Atlas and its affiliates, if any amounts are borrowed, may
not at any time exceed 5% of the Partnership subscription.

With respect to operating and maintenance costs, the Partnership's
commitments pursuant to the drilling and operating agreement are being
fulfilled through revenues generated from the sale of gas.  During producing
operations Atlas, as operator, receives a monthly well supervision fee of
$275 (proportionately reduced to the extent less than 100% of the working
interest was acquired) for each producing well for which it has
responsibility under the drilling and operating agreement.  The well
supervision fee covers all normal and regularly recurring operating expenses
for the production, delivery and sale of gas, such as well tending, routine
maintenance and adjustment, reading meters, recording production, pumping,
maintaining appropriate books and records, preparing reports to the
Partnership and to government agencies, and collecting and disbursing
revenues.  The well supervision fees do not include costs and expenses
related to the production and sale of oil, purchase of equipment, materials
or third party services, brine disposal, and rebuilding of access roads, all
of which are billed at the invoice cost of materials purchased or third
party services performed.  As operator Atlas charges the Partnership at cost
for third party services and materials provided for each well which has been
placed in operation, and a reasonable charge for services performed directly
by Atlas or its affiliates.  The drilling and operating agreement also gives
the operator the right at any time after three years from the date a
Partnership well has been placed into production to retain $200 per month to
cover future plugging and abandonment of such well.

Natural gas produced by the wells developed by the Partnership must be
marketed in order for the Partnership to realize revenues from such
production.  The Partnership did not purchase and does not anticipate
selling, any producing wells.  In recent years natural gas and oil prices
have been volatile.  The marketing of natural gas and oil production is also
affected by numerous factors beyond the control of the Partnership and the
effect of which cannot be accurately predicted.  These factors include the
availability and proximity of adequate pipeline or other transportation
facilities; the amount of domestic production and foreign imports of oil and
gas; competition from other energy sources such as coal and nuclear energy;
local, state and federal regulations regarding production and the cost of
complying with applicable environmental regulations; and fluctuating
seasonal supply and demand.  For example, the demand for natural gas is
greater in the winter months than in the summer months, which is reflected
in a higher spot  market price paid for such gas.  Also, increased imports
of oil and natural gas have occurred and are expected to continue, and the
free trade agreement between Canada and the United States has eased
restrictions on imports of Canadian gas to the United States.  In the past
the reduced demand for natural gas and/or an excess supply of gas has
resulted in  a lower price paid for the gas.  It has also resulted in  some
purchasers curtailing or restricting their purchases of natural gas;
renegotiating existing contracts to reduce both take-or-pay levels and the
price paid for delivered gas; and other difficulties in the marketing of
production.

The Clean Air Act Amendments of 1990 contain incentives for the future
development of "clean alternative fuel," which includes natural gas and
liquefied petroleum gas for "clean-fuel vehicles".  The Partnership believes
the amendments ultimately will have a beneficial effect on natural gas
markets and prices.

The Managing General Partner is responsible for selling the
Partnership's gas and oil production.  Atlas' policy is to treat all wells
in a given geographic area equally.  This reduces certain potential
conflicts of interest among the owners of the various wells, including the
Partnership, concerning to whom and at what price the gas will be sold.
Atlas calculates a weighted average selling price for all of the gas sold in
the geographic area, such as the Mercer County area. To arrive at the
average weighted selling price the money received from the sale of all of
the gas sold to its customers is divided by the volume of  all gas sold from
the wells in the area. On occasion, Atlas has reduced the amount of
production it normally sells on the spot market until the spot market price
increased.

In the Mercer County area, a portion of the Partnership's gas is
transported through Atlas' own pipeline system and sold directly to
industrial end-users in the area where the wells were drilled.  This will
generally result in the Partnership receiving higher prices for the gas than
if the gas were transported a farther distance through interstate pipelines
because of increased transportation charges.  The remainder of the
Partnership's gas is transported through Atlas' pipelines to the
interconnection points maintained with  Tennessee Gas Transmission Co.,
National Fuel Gas Supply Corporation, National Fuel Gas Distribution
Company, East Ohio Natural Gas Company and Peoples Natural Gas Company.
These delivery points are utilized by Atlas Gas Marketing, Inc. to service
its end-user markets in the northeast United States which include in excess
of 100 customers.  Atlas is currently delivering an average 27,000 MCF of
natural gas per day from the Mercer County area to all of the aforementioned
markets and has the capacity of delivering 33,000 MCF per day from the
Mercer County area. Atlas anticipates that Carbide Graphite will purchase
approximately 20% of the Partnership's gas production through September,
1997, pursuant to a gas contract between Carbide Graphite and an affiliate
of Atlas.  Atlas does not believe that any other purchaser of the
Partnership's gas production will account for 10% of the Partnership's gas
sales revenues in 1997.  See "Financial Statements".

In order to optimize the price it receives for the sale of natural gas,
Atlas markets portions of the gas through long term contracts, short term
contracts, and monthly spot sales.  The marketing of natural gas production
has been influenced by the availability of certain financial instruments,
such as gas futures contracts, options and swaps which, when properly
utilized as hedge instruments, provide producers or consumers of gas with
the ability to lock in the price which will ultimately be paid for the
future deliveries of gas.  Atlas is utilizing financial instruments to hedge
the price risks of the Partnership's gas production.  To assure that the
financial instruments will be used solely for hedging price risks and not
for speculative purposes, Atlas has established an Energy Price Risk
Committee comprised of the President, General Counsel, Chief Financial
Officer (chairperson) and Director of Marketing, whose responsibility will
be to ascertain that all financial trading is done in compliance with
hedging policies and procedures.  Atlas does not intend to contract for
positions that it cannot offset with actual production.

There are many companies, partnerships and individuals engaged in
natural gas exploration, development and operations in the areas where the
Partnership is conducting its activities.  The industry is highly
competitive in all of its phases, including the marketing of natural gas and
oil.  With respect to the marketing of the Partnership's gas the Partnership
should, through the use of Atlas' distribution system  and Atlas'
experienced marketing staff, be able to sell the Partnership's gas.

The Partnership has not and will not devote any funds to research and
development activities.  There are no new products or services and the
Partnership does not have any patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts.

Oil and gas operations are regulated in Pennsylvania by the Department
of Environmental Resources, Division of Oil and Gas, which imposes a
comprehensive statutory and regulatory scheme with respect to oil and gas
operations. Among other things, such regulations involve (a) new well
permit and well registration requirements, procedures and fees,  (b)
minimum well spacing requirements,  (c) restrictions on well locations and
underground gas storage,  (d) certain well site restoration, groundwater
protection and safety measures,  (e) landowner notification requirements,
(f) certain bonding or other security measures,  (g) various reporting
requirements,  (h) well plugging standards and procedures, and  (i) broad
enforcement powers.  Generally, the regulatory agency in the state where a
producing natural gas well is located supervises production activities and
the transportation of natural gas sold intrastate.  Atlas does not expect
that such regulations will have a material adverse impact upon the
operations of the Partnership, and the Partnership believes it has complied
in all material respects with applicable state regulations and will
continue to do so.

The Federal Energy Regulatory Commission ("FERC") regulates the
interstate transportation of natural gas and the pricing of natural gas sold
for resale interstate; and under the Natural Gas Policy Act of 1978 ("NEPA")
the price of intrastate gas.  However, price controls for natural gas
production from new wells were deregulated on December 31, 1992 and such
deregulated gas production may be sold at market prices determined by
supply, demand, BTU content, pressure, location of the wells, and other
factors.

Although the transportation and sale of gas in interstate commerce
remains heavily regulated, FERC has sought to promote greater competition in
natural gas markets by encouraging open access transportation by interstate
pipelines, with the goal of expanding opportunities for producers to
contract directly with local distribution companies and end-users.  FERC
Order 636 which became effective May 18, 1992, requires gas pipeline
companies to, among other things,  separate their sales services from their
transportation services; and provide an open access transportation service
that is comparable in quality for all gas suppliers.  The premise behind
FERC Order 636 was that the gas pipeline companies had an unfair advantage
over other gas suppliers because they could bundle their sales and
transportation services together.  FERC Order 636 is designed to create a
regulatory environment in which no gas seller has a competitive advantage
over another gas seller because it also provides transportation services
which should provide a benefit to the Partnership.

The Partnership does not expect to sell any oil.

From time to time there are a number of proposals being considered in
Congress and in the legislatures and agencies of various states that if
enacted would significantly and adversely affect the oil and natural gas
industry.  Such proposals involve, among other things, the imposition of new
taxes on natural gas and limiting the disposal of waste water from wells.
At the present time, it is impossible to accurately predict what proposals,
if any, will be enacted by Congress or the legislatures and agencies of
various states and what effect any proposals which are enacted will have on
the activities of the Partnership.

Various federal, state and local laws and regulations covering the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, may affect the Partnership's operations and
costs as a result of their effect on oil and gas exploration, development
and production activities.  The Partnership may generally be liable for
cleanup costs to the United States Government under the Federal Clean Water
Act for oil or hazardous substance pollution and under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" or
Superfund) for hazardous substance contamination. Such liability is
unlimited in cases of willful negligence or misconduct, and there is no
limit on liability for environmental cleanup costs or damages with respect
to claims by the state or private persons or entities.  In addition, the
Environmental Protection Agency will require the Partnership to prepare and
implement spill prevention control and countermeasure plans relating to the
possible discharge of oil into navigable waters and will further require
permits to authorize the discharge of pollutants into navigable waters.
State and local permits or approvals will also be needed with respect to
wastewater discharges and air pollutant emissions.  Violations of
environment-related lease conditions or environmental permits can result in
substantial civil and criminal penalties as well as potential court
injunctions curtailing operations.  Such enforcement liabilities can result
from either government or citizen prosecution.  Compliance with these
statutes and regulations may cause delays in producing natural gas and oil
from the wells and may increase substantially the cost of producing such
natural gas and oil.  However, such laws and regulations are constantly
being revised and changed, and the Partnership is unable to predict the
ultimate costs of complying with present and future environmental laws and
regulations, although it does not believe such costs will be substantial.
The Partnership is unable to obtain insurance to protect against many
environmental claims.
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Item 2.  Description of Property

Drilling Activity.  The Partnership drilled 31.5 net wells, all of
which were productive.  All of the wells were drilled and completed by the
Partnership as of March 31, 1996.  No further drilling activities will be
undertaken.

The following table summarizes the Partnership's drilling activity since
its formation.  All of the wells drilled were development wells which means
a well drilled within the proved area of an oil or gas reservoir to the
depth of a stratigraphic horizon known to be productive.  A "dry hole" is an
exploratory or a development well found to be incapable of producing either
oil or gas in sufficient quantities to justify completion as an oil or gas
well.  A "productive well" is an exploratory or a development well that is
not a dry well.


                                   Year Ended December 31,

                                    1995               1996
                               Gross     Net     Gross     Net
Development Wells:
Oil                                0       0        0       0
Gas                                0       0       32      31.5
Dry                                0       0        0       0
Total                              0       0       32      31.5

     A "gross" well is a well in which the Partnership has a working
interest.  A "net" well is deemed to exist when the sum of the fractional
ownership working interests owned by the Partnership in gross wells equals
one.  The number of net wells is the sum of the fractional working interests
owned in gross wells expressed as whole numbers and fractions thereof.

The Partnership has not participated, and will not participate, in any
exploratory wells which means a well drilled to find commercially productive
hydrocarbons in an unproved area, to find a new commercially productive
horizon in a field previously found to be productive of hydrocarbons at
another horizon, or to significantly extend a known prospect.

Production.  The following table shows the Partnership's net production
in barrels ("Bbls") of crude oil and in thousands of cubic feet ("Mcf") of
natural gas and the costs and weighted average selling prices thereof, for
the periods indicated.

                                      Year Ended December 31,


                                      1995               1996
Production (1):
Oil (Bbls)                              0                  0
Natural Gas (Mcf)                       0                523,279
Total (Equivalent Barrels)  (2)         0                 87,214
Average Sales Price:
Per Equivalent Barrel (2)(3)            0                $13.44
Average Production Cost (lifting cost):
Per Equivalent Barrel (2)(4)            0                 $1.44

(1)     The production shown in the table is determined by multiplying
the gross production of properties in which the Partnership has an
interest by the percentage of the leasehold interest owned by the
Partnership less the royalty interests of others.  Thirty-one of the
properties owned by the Partnership are subject to a 12.5%
landowner's royalty and the Partnership has an 87.5% net revenue
interest.  One property is subject to a 1/32 (3.125%) overriding
royalty interest in addition to a 12.5% landowner's royalty and the
Partnership has an 84.37% net revenue interest.
(2)     The ratio of energy content of oil and gas (six Mcf of gas
equals one barrel of oil) was used to convert natural gas production
into equivalent barrels of oil.
(3)     The average sales price per barrel of oil sold by the
Partnership was $19.50 in 1996.  The average sales price per Mcf of
gas sold by the Partnership was $2.29 after deducting all expenses,
including transportation expenses in 1996.
(4)     Production costs represent oil and gas operating expenses as
reflected in the financial statements of the Partnership plus
depreciation of support equipment and facilities.
------------------------------------------------------------------------

Summary of Productive Wells.  The table below gives the number of the
Partnership's productive gross and net wells at December 31, 1996.

       Gas Wells              Oil Wells                 Total
Location
                        Gross  Net   Gross  Net     Gross       Net
Pennsylvania            32     31.5       0       0       32     31.5

Total                   32     31.5       0       0       32     31.5

"Productive wells" are producing wells and wells capable of production.
Oil and Gas Reserves.  All of the Partnership's oil and gas reserves are
located in the United States.  Estimates of the Partnership's net proved
developed and undeveloped oil and gas reserves as of December 31, 1996, and
the present value (discounted at 10%) of estimated future net revenue before
income tax from those reserves are set forth in the following table.  This
information is derived from the engineering report dated July 31, 1996.


                       As of December 31, 1996
                          Net Proved Reserves
                     Oil           Gas          Total
                    (Bbls)        (McF)         (BOE)   Present Value of
                                                        Future Net Revenues
                                                        (in thousands)
Proved Developed      0          3,237,761     539,627     $2,428
Proved Undeveloped    0                  0           0          0
Total                 0          3,237,761     539,627     $2,428

Estimated future net revenues represent estimated future gross revenues
from the production of proved reserves, net of estimated production and
future development costs, using prices and costs in effect as of December
31, 1996.  These prices were held constant throughout the life of the
properties except where different prices were fixed and determinable from
applicable contracts.  These price assumptions resulted in weighted average
prices of $18 per barrel for oil and $2.13 per Mcf for gas over the life of
the properties.  The amounts shown do not reflect non-property related
costs, such as general and administrative expenses, and future income tax
expense, or depreciation, depletion and amortization.  The present value of
estimated future net revenues is calculated by discounting estimated future
net revenues by 10% annually.  Prices used in calculating the estimated
future net revenues attributable to proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to December 31,
1996.  There can be no assurance that all of the proved reserves will be
produced and sold within the periods assumed, that the assumed prices will
actually be realized for such production, or that existing contracts will be
honored.  The values expressed are estimates only, and may not reflect
realizable values or fair market values of the oil and gas ultimately
extracted and recovered.  The standardized measure of discounted future net
cash flows may not accurately reflect proceeds of production to be received
in the future from the sale of oil and gas currently owned and does not
necessarily reflect the actual costs that would be incurred to acquire
equivalent oil and gas reserves.  For additional information concerning oil
and gas reserves and activities, see Note 9 to the Financial Statements.

"Proved reserves" means the estimated quantities of crude oil, natural
gas, and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions, i.e.,
prices and costs as of the date the estimate is made.  Prices include
consideration of changes in existing prices provided only by contractual
arrangements, but not on escalations based upon future conditions.
(i)     Reservoirs are considered proved if economic producibility is
supported by either actual production or conclusive formation test.
 The area of a reservoir considered proved includes (a) that portion
delineated by drilling and defined by gas-oil and/or oil-water
contacts, if any; and (b) the immediately adjoining portions not yet
drilled, but which can be reasonably judged as economically
productive on the basis of available geological and engineering
data.  In the absence of information on fluid contacts, the lowest
known structural occurrence of hydrocarbons controls the lower
proved limit of the reservoir.
(ii)     Reserves which can be produced economically through application
of improved recovery techniques (such as fluid injection) are
included in the "proved" classification when successful testing by a
pilot project, or the operation of an installed program in the
reservoir, provides support for the engineering analysis on which
the project or program was based.
(iii)     Estimates of proved reserves do not include the following: (a)
oil that may become available from known reservoirs but is
classified separately as "indicated additional reserves"; (b) crude
oil, natural gas, and natural gas liquids, the recovery of which is
subject to reasonable doubt because of uncertainty as to geology,
reservoir characteristics, or economic factors; (c) crude oil,
natural gas, and natural gas liquids, that may occur in undrilled
prospects; and (d) crude oil, natural gas, and natural gas liquids,
that may be recovered from oil shales, coal, gilsonite and other
such sources.

"Proved developed oil and gas reserves" means reserves that can be
expected to be recovered through existing wells with existing equipment and
operating methods.  Additional oil and gas expected to be obtained through
the application of fluid injection or other improved recovery techniques for
supplementing the natural forces and mechanisms of primary recovery should
be included as "proved developed reserves" only after testing by a pilot
project or after the operation of an installed program has confirmed through
production response that increased recovery will be achieved.

The Partnership does not have any proved undeveloped reserves.  "Proved
undeveloped reserves" are reserves that are expected to be recovered from
new wells on undrilled acreage, or from existing wells where a relatively
major expenditure is required for recompletion.  Reserves on undrilled
acreage are limited to those drilling units offsetting productive units that
are reasonably certain of production when drilled.  Proved reserves for
other undrilled units can be claimed only where it can be demonstrated with
certainty that there is continuity of production from the existing
productive formation.  Under no circumstances should estimates for proved
undeveloped reserves be attributable to any acreage for which an application
of fluid injection or other improved recovery technique is contemplated,
unless such techniques have been proved effective by actual tests in the
area and in the same reservoir.

No major discovery or other favorable or adverse event which would cause
a significant change in estimated reserves is believed by the Company to
have occurred since December 31, 1996.  Reserves cannot be measured exactly
as reserve estimates involve subjective judgment.  The estimates must be
reviewed periodically and adjusted to reflect additional information gained
from reservoir performance, new geological and geophysical data and economic
changes.  The Partnership has not filed any estimates (on a consolidated
basis) of its oil and gas reserves with, nor were such estimates included in
any reports to, any Federal or foreign governmental agency within the 12
months prior to the date of this filing.
---------------------------------------------------------------------------

Acreage.  The following table sets forth, as of December 31, 1996, the
acres of developed and undeveloped oil and gas acreage in which the
Partnership had an interest.

                Developed Acreage     Undeveloped Acreage       Total

Location        Gross         Net         Gross    Net     Gross       Net
Pennsylvania   1,599.52     1,563.62        0       0     1,599.52   1,563.62
Total          1,599.52     1,563.62        0       0     1,599.52   1,563.62

A "gross" acre is an acre in which the Partnership owns a working
interest.  A "net" acre is deemed to exist when the sum of the fractional
ownership working interests owned by the Partnership in gross acres equals
one.  The number of net acres is the sum of the fractional working interests
owned in gross acres expressed as whole numbers and fractions thereof.
"Undeveloped acreage" is those lease acres on which wells have not been
drilled or completed  to a point that would permit the production of
commercial quantities of oil and gas regardless of whether or not such
acreage contains proved reserves.

Delivery Commitments.

The Partnership is not obligated to provide any determinable quantity of
gas under any existing contracts or agreements.  The majority of the
Partnership's gas production from the wells was sold pursuant to short term
contracts, which are term contracts for a period of less than one year, with
the remainder of the Partnership gas production sold on the spot market and
long term contracts, which are term contracts for a period longer than one
year.
-------------------------------------------------------------------------

Item 3.  Directors, Executive Officers and Significant Employees

Responsibilities of Atlas.  The Partnership has no employees and relies
on Atlas as Managing General Partner of the Partnership.  Atlas also serves
as driller/operator of the wells.  Atlas has complete and exclusive
discretion and control over the operations and activities of the Partnership
and will make all of the Partnership's decisions affecting the wells
developed by the Partnership.  Atlas will provide continuing review and
analysis of all wells developed by the Partnership and will monitor all
expenditures and commitments made on behalf of the Partnership.  In
addition, Atlas will perform administrative services relating to the funding
and operation of the Partnership, Participant reporting, financial budgeting
and recordkeeping.

Business of Atlas.  Atlas, a Pennsylvania corporation, was incorporated
in 1979 and Atlas Energy Group, Inc. ("Atlas Energy"), an Ohio corporation,
was incorporated in 1973.  Atlas and Atlas Energy are wholly owned
subsidiaries of AIC, Inc., a corporation formed in July, 1995, which is a
wholly owned subsidiary of The Atlas Group, Inc., ("Atlas Group") that was
formerly known as AEG Holdings, Inc., a corporation which was also formed in
July, 1995.  As of December 31, 1996, Atlas and its Affiliates operated
approximately 1,172 natural gas wells located in Ohio and Pennsylvania.
Atlas and Atlas Energy have acted as operator with respect to the drilling
of a total of approximately 1,611 natural gas wells, approximately 1,562 of
which were capable of production in commercial quantities.  Atlas' primary
offices are located at 311 Rouser Road, Moon Township, Pennsylvania  15108.

Atlas and its affiliates employ a total of approximately ninety-nine
persons, consisting of three geologists, five landmen, five engineers,
thirty-three operations staff, eight accounting, one legal, eight gas
marketing, and eighteen administrative personnel.  The balance of the
personnel are engineering, pipeline and field supervisors.

The other subsidiaries of AIC, Inc. are:  (i) Atlas Gas Marketing, Inc.,
a gas marketing company; (ii) Mercer Gas Gathering, Inc., a gas gathering
company which gathers gas from wells in Mercer County, Pennsylvania, and
delivers such gas directly to industrial end-users or to interstate
pipelines and local distribution companies; (iii) Pennsylvania Industrial
Energy, Inc., which sells natural gas to industrial end-users in
Pennsylvania; (iv) Transatco, Inc., which owns a 50% interest in Topico
which operates a pipeline in Ohio; (v) Atlas Energy Corporation, which
serves as managing general partner of exploratory programs and driller and
operator; and (vi) Anthem Securities, Inc., which is registering as a
broker-dealer and becoming a member firm of the NASD.  In addition, Atlas is
the sole owner of ARD Investments, Inc., a corporation formed in July, 1995,
and Atlas Energy is the sole owner of AED Investments, Inc., a corporation
formed in July, 1995.  Prior to July, 1995, all of the Atlas companies were
wholly owned by Atlas Energy.  The purpose of forming Atlas Group, AIC,
Inc., ARD Investments, Inc. and AED Investments, Inc. was to achieve more
efficient concentration of funds of the Atlas group of companies, thereby
minimizing transaction costs and maximizing returns on investment vehicles.

Atlas and its affiliates have constructed for their use over 600 miles
of gas transmission lines and produce in excess of twelve billion cubic feet
of natural gas annually from wells they operate.  In addition, Atlas Gas
Marketing, Inc. (an affiliate) purchases for resale an additional nine
billion cubic feet of natural gas annually from third party producers
locally and in the south/southwest United States which is marketed as
described in "Description of Business."

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                         ORGANIZATIONAL DIAGRAM

                           The Atlas Group, Inc.
                                   |
                                   |
                               AIC, Inc.
                                   |
-----------------------------------|
|
|--Atlas Resources, Inc. (Managing General Partner of Development Drilling
|  Programs, Driller and Operator in Pennyslvania)
|                                  |
|                        ARD Investments, Inc.
|
|--Mercer Gas Gathering, Inc. (Gas Gathering Company)
|
|--Pennsylvania Industrial Energy, Inc. ("PIE") (Sells Gas to Pennsylvania
|  Industry)
|
|--Atlas Energy Corporation (Managing General Partner of Exploratory
|  Drilling Programs and Driller and Operator)
|
|--Transatco, Inc., which owns 50% of Topico (Operates Pipeline in Ohio)
|
|--Atlas Gas Marketing, Inc. (Markets Natural Gas)
|
|--Anthem Securities Inc. (In the Process of Registering as a Broker-Dealer)
|
|--Atlas Energy Group, Inc. (Driller and Operator in Ohio)
                                   |
                                   |
                          AED Investments, Inc.

Directors, Executive Officers and Significant Employees of Atlas.    The
executive officers, directors and significant employees of Atlas who are
also officers, directors and significant employees of Atlas Group and Atlas
Energy are as follows:


Name                  Age     Positions or Office

Charles T. Koval       63     Chairman of the Board and a Director
James R. O'Mara        53     President, Chief Executive Officer and a
                              Director
Bruce M. Wolf          48     General Counsel, Secretary and a Director
James J. Kritzo        62     Vice President of the Land Department
Donald P. Wagner       55     Vice President of Operations
Frank P. Carolas       37     Vice President of Geology
Tony C. Banks          42     Vice President of Finance and Chief Financial
                              Officer
Barbara J. Krasnicki   52     Vice President of Administration
Jacqueline B. Poloka   46     Controller
John A. Ranieri        37     Director of Gas Marketing
Joseph R. Sadowski     66     Director

Charles T. Koval.  Chairman of the Board and a director.  He co-founded
Atlas Energy.  Mr. Koval is serving and has served as a director of Imperial
Harbors since 1980.

James R. O'Mara.  President, chief executive officer and a director.
Mr. O'Mara joined Atlas Energy in 1975.  He is the President of Mercer Gas
Gathering, Inc.

Bruce M. Wolf.  General Counsel, Secretary and a director.  Mr. Wolf
joined Atlas Energy in January, 1980.  Mr. Wolf is the President of Atlas
Gas Marketing, Inc., AIC, Inc., ARD Investments, Inc. and AED Investments,
Inc.

James J. Kritzo.  Vice President of the Land Department.  Mr. Kritzo
joined the Land Department of Atlas Energy in 1979.
Donald P. Wagner.  Vice President of Operations.  Mr. Wagner joined
Atlas Energy in 1979.

Frank P. Carolas.  Vice President of Geology.  Mr. Carolas joined Atlas
Energy in 1981.

Tony C. Banks.  Vice President of Finance and Chief Financial Officer.
Mr. Banks joined Atlas in December, 1994. Prior to Mr. Banks joining Atlas
he had been with affiliates of Consolidated Natural Gas Company ("CNG")
since 1974.  Mr. Banks started as an accounting clerk with CNG's parent
company in 1974 and progressed through various positions with CNG's
Appalachian producer, northeast gas marketer and southwest producer to his
last position as Treasurer of CNG's national energy marketing subsidiary.

Barbara J. Krasnicki.  Vice President of Administration, Ms. Krasnicki
has been with Atlas Energy since its inception in 1971.
Jacqueline B. Poloka.  Controller.  Ms. Poloka joined Atlas Energy in
1980.

John A. Ranieri.  Director of Gas Marketing for Atlas Gas Marketing,
Inc.  Mr. Ranieri was promoted to Gas Procurement Manager of Columbia Gas of
Pennsylvania in 1984 and remained with that organization until joining Atlas
in July, 1990.

Joseph R. Sadowski.  A director.  He co-founded Atlas Energy.  Mr.
Sadowski has served as a director of Dixon Ticonderoga since 1987.

Item 4.  Remuneration of Directors and Officers

The Partnership, as previously stated, has no employees.  The following
table, however, sets forth all cash compensation paid by Atlas (which has
complete and exclusive discretion and control over the operations and
activities of the Partnership) during Atlas' fiscal year ended July 31,
1996, to the three most highly compensated persons who are executive
officers or directors and to all executive officers and directors of Atlas
as a group, for services in all capacities while acting as executive
officers or directors of Atlas:

Name of individual
or identity of            Capacities in which                Cash
group (3)                 remuneration was received(4)   Compensation (1)(2)

James R. O'Mara           President, Chief Executive Officer     $   305,300
                             and a Director
Charles T. Koval          Chairman of the Board                  $   296,500
                             and a Director
Bruce M. Wolf              General Counsel, Secretary            $   217,150
                             and a Director
Executive Officers                                                $1,383,530
as a Group
(8 persons)
------------------------------
(1)     The amounts indicated were composed of salaries and all cash bonuses
for services rendered to Atlas and its affiliates during the last fiscal
year, including compensation that would have been paid in cash but for
the fact the payment of such compensation was deferred.
(2)     Atlas has an "ESOP" retirement plan, described below, and has a
401(K) plan which allowed employees to contribute the lesser of 15% of
their compensation or $9,500 for the calendar year 1996 or $9,240 for
the calendar year 1995.  Atlas contributed an amount equal to 50% and
30% of each employee's contribution for the calendar years July 31, 1996
and 1995, respectively.
(3)     There were no stock options granted or exercised during the fiscal
year ended July 31, 1996, to the above individuals.
(4)     During the fiscal year ended July 31, 1996, each director was paid a
director's fee of $12,000 for the year. There are no other arrangements
for remuneration of directors.
------------------------------------------------------------------------
Item 5.  Security Ownership of Management and Certain Securityholders

As of December 31, 1996, the Partnership had issued and outstanding 700
Units.  No officer or director of Atlas owns any Units, and no partner
beneficially owns more than 10% of the outstanding Units of the Partnership.

Atlas Group owns 100% of the common stock of AIC, Inc. which owns 100%
of the common stock of Atlas and Atlas Energy.  The following table sets
forth, as of December 31, 1996, information as to the beneficial ownership
of common stock of Atlas Group by each person known to Atlas Group to own
beneficially 5% or more of the outstanding common stock of Atlas Group, by
directors and nominees, naming them individually, and by all directors and
officers of Atlas Group as a group:

                               Shares of Common        Percent of Class
Charles T. Koval                 109,391               26.445%
Joseph R. Sadowski               109,142               26.384%
James R. O'Mara                   95,164 (1)           23.005%
Bruce M. Wolf   .                 44,710 (2)           10.808%
Directors and Officers
 as Group (9 persons)            377,654 (1)(2)        91.344%

(1)     Includes 22,164 shares of Atlas Group issuable upon the exercise
        of stock options held by Mr. O'Mara.
(2)     Includes 14,210 shares of Atlas Group issuable upon the exercise
        of stock options held by Mr. Wolf.
--------------------------------------------------------------------------
Atlas Group has adopted Atlas Energy's existing Employee Stock Ownership
Plan ("ESOP") for the benefit of its employees, other than Messrs. Koval and
Sadowski, to which it will contribute annually approximately 6% of annual
compensation in the form of shares of Atlas Group. Atlas Group anticipates
that it will contribute approximately 3,000 shares of its stock to the ESOP
each year.

Pursuant to agreements entered into between Atlas Group and its
shareholders to accommodate the desire of Messrs. Sadowski and Koval to
gradually liquidate a majority of their stock ownership in Atlas Group in
preparation for their respective retirement from Atlas Group it is
anticipated that by the year 2003 the stock ownership of Atlas Group by
Messrs. Koval and Sadowski will be reduced through a series of stock
redemptions to approximately 15% each; the stock ownership of certain of the
remaining officers will be increased to approximately 60%, in the aggregate;
and the stock ownership of the ESOP will be approximately 10%.  The stock
redemptions require Atlas Group to execute promissory notes, from time to
time, in favor of Messrs. Koval and Sadowski, the first of which, in the
original principal amount of  $4,974,340 each, plus interest at 13.5% were
executed by Atlas Energy and were assumed by Atlas Group.  These promissory
notes are totally subordinated to Atlas Group's obligations to banks, the
ESOP and any and all other debts or obligations of Atlas Group, including
its indemnification obligations and Atlas' drilling obligation to the
Partnership.  If Atlas Group defaults on a promissory note, Messrs. Koval
and Sadowski are entitled to purchase up to approximately an additional
1,500,000 shares of Atlas Group to regain management control.

Atlas views the transactions discussed above as a natural transition
which will have no adverse effect on the operations or activities of Atlas
or the Partnership.  In 1990, Messrs. Koval and Sadowski entered into five
year employment agreements with Atlas Energy which agreements have been
transferred to Atlas Group, renewable for an additional five year term and
on an annual basis after the first ten years.  In this regard, Mr. Sadowski
retired other than as a director in 1996.  The terms and provisions of the
employment agreement with Mr. Koval are subject to negotiation at the time
of each renewal and currently such agreement does not provide for any
severance payments.  Also, during the terms of the promissory notes Messrs.
Koval and Sadowski have the right to serve as directors of Atlas Group and
as one of the two trustees of the ESOP.

On November 8, 1990, Atlas Energy entered into a Stock Option Agreement
which established a management employee stock option plan to provide
incentive compensation for certain of its key employees to acquire up to
47,578 shares of common stock of Atlas Energy.  Pursuant to the plan,
Messrs. O'Mara and Wolf were granted stock options for 22,164 and 14,210
shares, respectively.  The options are 100% vested with an option price of
$1.00 per share and may be exercised when the promissory notes to Messrs.
Koval and Sadowski have been satisfied and will terminate on August 15,
2012.  The issuance of future options will be determined at a later date.

On November 14, 1990, Atlas Energy granted 92,098 shares of restricted
common stock to certain management investors of the company, which was
valued at the time by Atlas Energy at $2,695,708.  The restrictions lapsed
with respect to 25% of the shares on November 14, 1990, 1991, 1992 and 1993.
 The Stock Option Agreement and the outstanding stock options have been
converted from Atlas Energy to Atlas Group.  The shareholders are also
subject to  a Shareholders Agreement which provides, among other things,
that such shareholders may not transfer their shares in Atlas Group unless
the shares have first been offered to Atlas Group and the other
shareholders.
--------------------------------------------------------------------------
Item 6.  Interest of Management and Others in Certain Transactions

Oil and Gas Revenues.  The Managing General Partner is allocated 25% of
the oil and gas revenues of the Partnership in return for paying
organization and offering costs equal to 15% of the Partnership
Subscription, 14.6% of tangible costs and contributing all leases to the
Partnership.  During the calendar year ending December 31, 1996, the
Managing General Partner received $261,650 from the Partnership's oil and
gas revenues.

Leases.  The Managing General Partner initially contributed (at the
lower of fair market value or the Managing General Partner's cost of such
prospects) 32 undeveloped prospects to the Partnership to drill
approximately 31.5 net wells.  With respect to the 32 prospects contributed
for these wells, Atlas received a credit in the amount of $113,400.  During
1996, the Managing General Partner did not enter into any further lease
transactions and none are anticipated.

Administrative Costs.  The Managing General Partner and its affiliates
receive an unaccountable, fixed payment reimbursement for their
administrative costs determined by the Managing General Partner to be an
amount equal to $75 per well per month, proportionately reduced if less than
100% of the working interest in a well is acquired.   With respect to the
31.5 net wells during the calendar year ending December 31, 1996, the
Managing General Partner received $35,396.

Direct Costs.  The Managing General Partner and its affiliates are
reimbursed for all direct costs expended on behalf of the Partnership.  With
respect to the 31.5 net wells during the calendar year ending December 31,
1996, the Managing General Partner received $57,521.

Drilling Contracts.  On December 27, 1995, the Partnership entered into
a drilling contract with Atlas to drill and complete 31.5 net wells.  The
Partnership paid Atlas for drilling and completing the Partnership wells an
amount equal to $36.36 per foot to the depth of the well at its deepest
penetration, proportionately reduced if less than 100% of the working
interest in a well is acquired.  With respect to the 31.5 net wells the
total amount received by Atlas was $6,991,350.  During 1996, the Partnership
did not enter into any further drilling transactions and none are
anticipated.

Per Well Charges.  Atlas as operator is reimbursed at actual cost for
all direct expenses incurred on behalf of the Partnership and receives well
supervision fees for operating and maintaining the wells during producing
operations in the amount of $275 per well per month subject to an annual
adjustment for inflation. With respect to the 31.5 net wells during the
calendar year ending December 31, 1996, Atlas received $67,650. The well
supervision fees are proportionately reduced to the extent the Partnership
acquires less than 100% of the Working Interest in a well.
As operator Atlas charges the Partnership at cost for third party
services and materials provided for each well which has been placed in
operation.

Transportation and Marketing Fees.  The Partnership pays a combined
transportation and marketing charge at a competitive rate, which is
currently 29 cents per MCF, to affiliates of Atlas, with respect to natural
gas produced by the Partnership.

Other Compensation.  Atlas or an affiliate will be reimbursed by the
Partnership for any loan Atlas or an affiliate may make to or on behalf of
the Partnership and Atlas or the affiliate will have the right to charge a
competitive rate of interest on any such loan.  If Atlas provides equipment,
supplies and other services to the Partnership it may do so at competitive
industry rates.  For the calendar year ending December 31, 1996, Atlas did
not advance any funds nor did it provide any equipment, supplies or other
services.

The following discussion relates solely to certain relationships and
related transactions with respect to Atlas and does not relate to the
Partnership.  The following discussion has been included because Atlas has
been granted by the Partnership Agreement and the drilling and operating
agreement the exclusive right, power and authority to control the operations
and activities of the Partnership.

Atlas, its officers, directors and affiliates have in the past invested,
and may in the future invest, as participants in oil and gas programs
sponsored by Atlas on the same terms as unrelated investors.  Atlas, its
officers, directors and affiliates have also participated in the past, and
may in the future participate, as working interest owners in wells in which
Atlas or its oil and gas programs have an interest.  Frequently, such
participation has been on more favorable terms than the terms which were
available to unrelated investors and Atlas Group has loaned to its officers
and directors amounts in excess of $60,000 from time to time as necessary
for participation in such wells.  Prior to 1996, such loans were either non-
interest bearing or accrued interest at variable rates, but since 1995 all
new loans for such purpose are required to bear interest.  Currently no such
loans are outstanding.
==========================================================================
                                PART II
Item 7.  Market for Registrant's Common Equity and Related Stockholder
Matters

Market Information.    There is no established public trading market for
the Investor General Partner interests or the Limited Partner interests and
it is not anticipated that such a market will develop.  The Partnership
interests may be transferred only in accordance with the provisions of
Article 6 of the Partnership Agreement.  The principal restrictions on
transferability are as follows:
(1)  no transfer may be made which would result in materially adverse tax
consequences to the Partnership or the violation of federal or state
securities laws; and
(2)     the consent of the Managing General Partner is required.

An assignee may become a substituted Limited Partner or Investor General
Partner only upon meeting certain further conditions, which include:
(1)     the assignor gives the assignee such right;
(2)  the Managing General Partner consents to such substitution, which
consent shall be in the Managing General Partner's absolute
discretion;
(3)     the assignee pays to the Partnership all costs and expenses
incurred in connection with such substitution; and
(4)     the assignee executes and delivers such instruments, in form and
substance satisfactory to the Managing General Partner, necessary or
desirable to effect such substitution and to confirm the agreement
of the assignee to be bound by all terms and provisions of the
Partnership Agreement.

A substitute Limited Partner or Investor General Partner is entitled to all
rights attributable to full ownership of the assigned Units, including the
right to vote.

Holders.     As of December 31, 1996, there were 324 investors.

Dividends.  The Managing General Partner will review the accounts of the
Partnership at least quarterly to determine whether cash distributions are
appropriate and the amount to be distributed, if any.  The Partnership will
distribute funds to the Managing General Partner and the Participants
allocated to their accounts which the Managing General Partner deems
unnecessary to be retained by the Partnership.  In no event, however, will
funds be advanced or borrowed for purposes of distributions, if the amount
of such distributions would exceed the Partnership's accrued and received
revenues for the previous four quarters, less paid and accrued operating
costs with respect to such revenues.  The determination of such revenues and
costs shall be made in accordance with generally accepted accounting
principles, consistently applied.  Cash distributions from the Partnership
to the Managing General Partner may only be made in conjunction with
distributions to Participants and only out of funds properly allocated to
the Managing General Partner's account.  During the calendar year ending
December 31, 1996, the Partnership distributed $403,270 to the Participants
and $129,652 to the Managing General Partner.
------------------------------------------------------------------------
Item 8.  Legal Proceedings
None.
------------------------------------------------------------------------
Item 9.  Changes in and Disagreements on Accounting and Financial Disclosure
None.
------------------------------------------------------------------------
Item 10.  Submission of Matters to a Vote of Securities Holders
None.
------------------------------------------------------------------------
Item 11.  Compliance with Section 16(a) of the Exchange Act
There are no equity securities registered pursuant to Section 12 of the
Exchange Act.
-----------------------------------------------------------------------
Item 12.  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.
-----------------------------------------------------------------------
                                  PART F/S
Item 13.  Financial Statements

The Partnership's Financial Statements for the period January 1, 1996,
to December 31, 1996, together with the opinion of the accountants thereon,
are following.
======================================================================
                                  PART III
Item 14.  Exhibits
----------------------------------------------------------------------
                                EXHIBIT INDEX


Description                    Location

4(a) Certificate of Limited Partnership for         Previously filed in
     Atlas-Energy for the Nineties-Public #4 Ltd.   the Form 100-KSB for
                                                    the period ending
                                                    December 31, 1995 and
                                                    received on
                                                    April 1, 1996.

4(b)  Amended and Restated Certificate& Agreement   Previously filed in
of Limited Partnership for Atlas-Energy for the     the Form 10-KSB for the
Nineties-Public #4 Ltd. dated December 27, 1995     period ending December
                                                    31, 1995 and Received
                                                    on April 1, 1996.

10(a) Drilling & Operating Agreement with exhibits  attached file

23(a) Consent of McLaughlin & Courson               attached file
-------------------------------------------------------------------------
                            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 #4 Ltd.

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

By   (Signature and Title):

/s/James R. O'Mara, President, Chief Executive Officer
and a Director
Date:  March 27, 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/Charles T. Koval, Chairman of the Board and a Director
Date:  March 27, 1997


By  (Signature and Title):

/s/James R. O'Mara, President, Chief Executive Officer and
  a Director
Date:  March 27, 1997


By  (Signature and Title):

/s/Bruce M. Wolf, General Counsel, Secretary and a Director
Date:  March 27, 1997


By  (Signature and Title):

/s/Tony C. Banks, Vice President of Finance and Chief
Financial Officer
Date:  March 27, 1997



     Supplemental information to be Furnished
     With Reports Filed Pursuant to Section 15(d)
     of the Exchange Act by Non-reporting Issuers

An annual report will be furnished to security holders subsequent to the
filing of this report.


                           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 #4 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 27, 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/ Charles T. Koval

Charles T. Koval, Chairman of the Board and a Director
Date:  March 27, 1997


By  (Signature and Title):     /s/ James R. O'Mara

James R. O'Mara, President, Chief Executive Officer and
  a Director
Date:  March 27, 1997


By  (Signature and Title):     /s/ Bruce M. Wolf

Bruce M. Wolf, General Counsel, Secretary and a Director
Date:  March 27, 1997


By  (Signature and Title):     /s/ Tony  C. Banks

Tony C. Banks, Vice President of Finance and Chief
Financial Officer
Date:  March 27, 1997


     Supplemental information to be Furnished
     With Reports Filed Pursuant to Section 15(d)
     of the Exchange Act by Non-reporting Issuers

An annual report will be furnished to security holders subsequent to the
filing of this report.
========================================================================
       ATLAS-ENERGY FOR THE NINETIES PUBLIC #4 LTD. December 31, 1996


                 ATLAS-ENERGY FOR THE NINETIES-PUBLIC #4 LTD.
                      A PENNSYLVANIA LIMITED PARTNERSHIP
                             DECEMBER 31, 1996


                      INDEPENDENT AUDITORS' REPORT



To the Partners
Atlas-Energy for the Nineties-Public #4 Ltd.
A Pennsylvania Limited Partnership

     We have audited the accompanying balance sheets of Atlas-Energy for the
Nineties-Public #4 Ltd., A Pennsylvania Limited Partnership as of December
31, 1996 and 1995 and the related statements of income and changes in
partners' capital accounts and cash flows for the year then ended December
31, 1996 and for the period June 30, 1995 (Date of Formation) to December
31, 1995.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
 An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Atlas-Energy for
the Nineties-Public #4 Ltd., A Pennsylvania Limited Partnership as of
December 31, 1996 and 1995 and the results of its operations, changes in
partners' capital accounts and cash flows for the year ended December 31,
1996 and for the period June 30, 1995 (Date of Formation) to December 31,
1995 in conformity with generally accepted accounting principles.



/s/ McLaughlin & Courson


Pittsburgh, Pennsylvania
February 11, 1997

-------------------------------------------------------------------------

                            BALANCE SHEETS
             ATLAS-ENERGY FOR THE NINETIES-PUBLIC #4 LTD.
                    A PENNSYLVANIA LIMITED PARTNERSHIP

                                ASSETS

                                                         DECEMBER 31,
                                                       1996         1995
Cash                                               $   204,711   $    14,314
Accounts receivable                                    312,953         -0-
Accounts receivable Managing General Partner            34,584         -0-

Oil and gas wells and leases                         7,331,715     7,366,299
Less accumulated depletion and depreciation           (869,814)        -0-
                                                     ----------    ---------
                                                     6,461,901     7,366,299
Organizational and syndication costs, net of
  accumulated amortization of $124,416,
 and -0- respectively                                  924,287     1,048,703
                                                    ----------     ---------
                                                    $7,938,436    $8,429,316
                                                    ==========    ==========
                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                    $   25,069      $    -0-
Partners' capital                                    7,913,367     8,429,316
                                                    ----------    ----------
                                                    $7,938,436    $8,429,316


           STATEMENT OF INCOME AND CHANGES IN PARTNERS CAPITAL
                       YEAR ENDED DECEMBER 31, 1996

                                     MANAGING
                                     GENERAL        OTHER
                                     PARTNER        PARTNERS       TOTAL
REVENUE
     Natural gas sales             $  334,832      $1,004,495      $1,339,327

     Less direct operating costs:
     Royalty interests                 41,889         125,668         167,557
     Other                             31,293          93,878         125,171
                                   ----------      ----------      ----------
                                       73,182         219,546         292,728
                                   ----------      ----------      ----------
Net production revenues               261,650         784,949       1,046,599

EXPENSES
     Depletion and depreciation
of oil and gas wells and leases        43,893         825,921         869,814
     Amortization of organizational
 and syndication costs                124,416           -0-           124,416
     General and administrative         8,849          26,547          35,396
                     TOTAL EXPENSE    177,158          852,468      1,029,626
                                      -------          -------      ---------
           NET INCOME (LOSS)           84,492          (67,519)        16,973

Capital accounts at beginning of yr 1,423,652        7,005,664      8,429,316
Distributions                        (129,652)        (403,270)      (532,922)
                                   ----------       ----------     ----------
                                   $1,378,492       $6,534,875     $7,913,367
                                   ==========       ==========     ==========
See notes to financial statements

                  ATLAS-ENERGY FOR THE NINETIES-PUBLIC #4 LTD.
                      A PENNSYLVANIA LIMITED PARTNERSHIP
              STATEMENT OF INCOME AND CHANGES IN PARTNERS CAPITAL
         FROM JUNE 30, 1995 (DATE OF FORMATION) TO DECEMBER 31, 1995

                                           MANAGING
                                           GENERAL        OTHER        TOTAL
                                         PARTNER        PARTNERS      REVENUE
     Interest income                     $    -0-     $   14,314  $   14,314

PARTNERS' CAPITAL CONTRIBUTIONS
  Cash                                        -0-      6,991,350   6,991,350
  Organizational and syndications costs    1,048,703       -0-     1,048,703
  Tangible costs                             239,049       -0-       239,049
  Leasehold costs                            135,900       -0-       135,900
                                          ----------  ----------  ----------
  PARTNERS' CAPITAL AT END OF YEAR        $1,423,652  $7,005,664  $8,429,316
                                          ===========  ========== ===========

                            STATEMENTS OF CASH FLOWS
                                   YEAR ENDING
                                    DECEMBER 31,
                                                       1996        1995
Cash flows from operating activities:
 Net income                                   $  16,973      $    14,314
 Adjustments to reconcile net income
 to net cash
 provided by operating activities:
 Depletion and depreciation of oil and
 gas wells and leases                           869,814               -0-
               Amortization                     124,416               -0-
               Increase in accounts receivable (312,953)              -0-
               Increase in accounts payable      25,069               -0-
                                               --------            -------
  Net cash provided by operating activities     723,319            14,314

Cash flows from investing activities:
     Oil and gas well drilling contracts            -0-        (6,991,350)

Cash flows from financing activities:
     Capital (distributions) contribution      (532,922)        6,991,350
                                               ---------        ---------
Net increase in cash                            190,397            14,314

Cash at beginning of year                        14,314            -0-
                                               ---------        ---------
Cash at end of year                          $  204,711       $    14,314
                                             ===========       ==========
Supplemental cash flow information:
     Accounts receivable from Managing General Partner for
         adjustments to assets contributed   $   34,584       $    -0-
                                             ==========       ===========
     Assets contributed by Managing General Partner:
          Tangible costs                     $     -0-        $   239,049
          Organizational and syndication costs     -0-          1,048,703
          Lease costs                              -0-            135,900
                                             ---------        -----------
                                             $     -0-        $ 1,423,652


See notes to financial statements

                            NOTES TO FINANCIAL STATEMENT


1. ORGANIZATION AND DESCRIPTION OF BUSINESS
     Atlas-Energy for the Nineties-Public #4 Ltd. (the "Partnership"), is a
Pennsylvania limited partnership which includes Atlas Resources, Inc.
("Atlas"), of Pittsburgh, Pennsylvania, as Managing General Partner and
Operator, and 326 other investors as either Limited Partners or Investor
General Partners.  The Partnership was funded to drill and operate gas wells
located primarily in southeastern Mercer and Venango Counties, Pennsylvania.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     The financial statements are prepared in accordance with generally
accepted accounting principles.
     The partnership uses the successful efforts method of accounting for
oil and gas producing activities.  Property acquisition costs are
capitalized when incurred.  Development costs, including equipment and
intangible drilling costs related to both producing wells and dry holes, are
capitalized.  Capitalized costs are expensed at unit cost rates calculated
annually based on the estimated volume of recoverable gas and the related
costs.  Oil and gas properties are periodically assessed for impairment of
value, and losses recognized at the time of impairment.

3. FEDERAL INCOME TAXES
     The Partnership is not treated as a taxable entity for federal income
tax purposes.  Any item of income, gain, loss, deduction or credit flows
through to the partners as though each partner had incurred such item
directly.  As a result, each partner must take into account his pro rata
share of all items of partnership income and deductions in computing his
federal income tax liability.  Many provisions of the federal income tax
laws are complex and subject to various interpretations.

4. PARTICIPATION IN REVENUES AND COSTS
     Atlas and the other partners generally participate in revenues and
costs in the following manner:
                                                         OTHER
                                              ATLAS     PARTNERS
          Organization and offering costs     100   %     0   %
          Lease costs                         100   %     0   %
          Revenues                             25   %    75   %
          Direct operating costs               25   %    75   %
          Intangible drilling costs             0   %   100   %
          Tangible costs                       14.6 %    85.4 %
          Tax deductions:
 Intangible drilling and development costs     0    %   100   %
               Depreciation                    14.6 %    85.4 %
               Depletion allowances            25   %    75   %

5. TRANSACTIONS WITH ATLAS AND ITS AFFILIATES
     The Partnership has entered into the following significant transactions
with Atlas and its affiliates.
          Drilling contracts to drill and complete Partnership wells at an
anticipated cost of $36.36 per foot on completed wells.
          Administrative costs at $75 per well per month
          Well supervision fees initially of $275 per well per month plus
the cost of third party materials and services
          Gas transportation and marketing charges at competitive rates
which currently is 29 cents per MCF

6. PURCHASE COMMITMENT
     Subject to certain conditions, investor partners may present their
interests beginning in 1999 for purchase by Atlas.  Atlas is not obligated
to purchase more than 5% of the units in any calendar year.

7. SUBORDINATION OF MANAGING GENERAL PARTNER'S REVENUE SHARE
     Atlas will subordinate a part of its partnership revenues in an amount
up to 10% of production revenues of the Partnership net of related operating
costs, administrative costs and well supervision fees to the receipt by
participants of cash distributions from the Partnership equal to at least
10% of their agreed subscriptions of $7,000,000, determined on a cumulative
basis, in each of the first five years of Partnership operations, commencing
with the first distribution of revenues to the Participants (July 1996).
     Cash distributions to participants in 1996 for the subordination year
ending in 1997 subject to the subordination agreement amounted to $388,956.

8. INDEMNIFICATION
     In order to limit the potential liability of the investor general
partners, Atlas and AEG Holdings, Inc. (parent company of Atlas) have agreed
to indemnify each investor general partner from any liability incurred which
exceeds such partner's share of Partnership assets.

9. NATURAL GAS AND OIL PRODUCING ACTIVITIES (UNAUDITED)

     The supplementary information summarized below presents the results of
natural gas and oil activities in accordance with SFAS No. 69, "Disclosures
About Oil and Gas Producing Activities."

     No consideration has been given in the following information to the
income tax effect of the activities as the Partnership is not treated as a
taxable entity for income tax purposes.

(1) Production Costs
     The following table presents the costs related to natural gas and oil
production activities:

     Capitalized costs at December 31, 1996:
           Capitalized costs                         $7,331,715
         Accumulated depreciation and depletion        (869,814)
                                                     ----------
           Net capitalized costs                     $6,461,901
                                                     ==========
Costs incurred during the year:
Property acquisition costs -
proved undeveloped properties                               -0-
       Development costs                             $7,331,715
                                                     ==========
    Property acquisition costs include costs to purchase, lease or otherwise
acquire a property.  Development costs include costs to gain access to and
prepare development well locations for drilling, to drill and equip
development wells and to provide facilities to extract, treat, gather and
store oil and gas.

(2) Results of Operations for Producing Activities
          The following table presents the results of operations related to
natural gas and oil production for the year ended December 31, 1996.

           Revenues                                 $ 1,171,770
           Production costs                            (125,171)
           Depreciation and depletion                  (869,814)
           Results of operations                    ------------
           from producing activities                $   176,785
                                                    ============
          Depreciation and depletion of natural gas and oil properties are
expensed at unit cost rates calculated annually based on the estimated
volume of recoverable gas and the related costs.

(3) Reserve Information
          The information presented below represents estimates of proved
natural gas reserves.  Proved developed
reserves represent only those reserves expected to be recovered from
existing wells and support equipment.  Proved undeveloped reserves represent
proved reserves expected to be recovered from new wells after substantial
development costs are incurred.  All reserves are located in Eastern Ohio
and Western Pennsylvania.

                                                      1996
                                                   NATURAL GAS
                                                      MCF
     Proved developed and undeveloped reserves:
        Beginning of period                              -0-
        Production                                  (523,279)
        Purchase of minerals in place              3,761,040
                                                   =========
            End of period                          3,237,761
     Proved developed reserves:
        Beginning of period                              -0-
        End of period                              3,237,761
                                                   =========

9. NATURAL GAS AND OIL PRODUCING ACTIVITIES (UNAUDITED) (CONTINUED)

(4) Standard Measure of Discounted Future Cash Flows
          Management cautions that the standard measure of discounted future
cash flows should not be viewed as an indication of the fair market value of
natural gas and oil producing properties, nor of the future cash flows
expected to be generated therefrom.  The information presented does not give
recognition to future changes in estimated reserves, selling prices or costs
and has been discounted at an arbitrary rate of 10%.  Estimated future net
cash flows from natural gas and oil reserves based on selling prices and
costs at December 31, 1996 price levels are as follows:

     Future cash inflows                                       $ 6,896,433
     Future production costs                                    (2,778,008)
     Future development costs                                       -0-
                                                               ------------
     Future net cash flow                                        4,118,425
     10% annual discount for estimated timing of cash flows     (1,689,963)
                                                               ------------
     Standardized measure of discounted future net cash flows  $ 2,428,462
                                                               ============
     Summary of changes in the standardized measure of
     discounted future net cash flows:

          Sales of gas and oil produced - net                  $(1,024,559)
          Development costs incurred                             8,380,418
          Net purchases of reserves in place                    (4,927,397)
                                                               ------------
          Net increase                                           2,428,462
          Beginning of period                                        -0-

          End of period                                         $2,428,462
                                                                ===========