EXHIBIT

                     	DRILLING AND OPERATING AGREEMENT
                	ATLAS-ENERGY FOR THE NINETIES-PUBLIC #4 LTD.
                        Closing Date December 27, 1995


	INDEX

Section	Page

1.	Assignment of Well Locations; Representations; Designation of
Additional Well Locations;
  Outside Activities	1

2.	Drilling of Wells; Interest of Developer;  Right of Substitution	2

3.	Operator - Responsibilities in General; Term	3

4.	Operator's Charges for Drilling and Completing Wells; Completion
Determination	3

5.	Title Examination of Well Locations; Liability for Title Defects	4

6.	Operations Subsequent to Completion of the Wells; Price
Determinations; Plugging and Abandonment	4

7.	Billing and Payment Procedure with Respect to Operation of Wells;
Records, Reports and Information	6

8.	Operator's Lien	6

9.	Successors and Assigns; Transfers; Appointment of Agent	7

10.	Insurance; Operator's Liability	7

11.	Internal Revenue Code Election, Relationship of Parties; Right to Take
Production in Kind	8

12.	Force Majeure	8

13.	Term	9

14.	Governing Law and Invalidity	9

15.	Integration	9

16.	Waiver of Default or Breach	9

17.	Notices	9

18.	Interpretation	10

19.	Counterparts	10

Signature Page	10

Exhibit A	Description of Leases and Initial Well Locations
Exhibits A-l	Maps of Initial Well Locations

	DRILLING AND OPERATING AGREEMENT

THIS AGREEMENT made this 27 day of December, 1995, by and
between ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter
referred to as "Atlas" or "Operator"),

	and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #4 LTD., a Pennsylvania limited
partnership, (hereinafter referred to as the "Developer").

	WITNESSETH THAT:

WHEREAS, Atlas, by virtue of the Oil and Gas Leases (the "Leases")
described on Exhibit A attached hereto and made a part hereof, has certain
rights to develop the 32 initial well locations
identified on the maps attached hereto as Exhibits A
(the "Initial Well Locations");

WHEREAS, the Developer, subject to the terms and conditions hereof, desires
to acquire certain of Atlas' rights to develop the aforesaid 32
Initial Well Locations and to provide for the development upon the
terms and conditions herein set forth of additional well locations
("Additional Well Locations") which the parties may from time to time
designate; and

WHEREAS, Operator is in the oil and gas exploration and development
business, and the Developer desires that Operator, as its independent
contractor, perform certain services in connection with its efforts to
develop the aforesaid Initial and Additional Well Locations (hereinafter
collectively referred to as the "Well Locations") and to operate the wells
completed thereon, on the terms and conditions herein set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and subject to the terms and conditions hereinafter set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:

1.	Assignment of Well Locations; Representations; Designation of
Additional Well Locations; Outside Activities.

(a)	Atlas shall execute an assignment of an undivided percentage of
Working Interest in the Well Location acreage for each well to the
Developer as shown on Exhibit A attached hereto, which assignment shall be
limited to a depth from the surface to the top of the Queenston formation
in Mercer County, Pennsylvania. The assignment shall be substantially in
the form of Exhibit B attached hereto and made a part hereof. The amount of
acreage included in each Initial Well Location and the configuration
thereof are indicated on the maps attached hereto as Exhibits A through
 . The amount of acreage included in each Additional Well Location
and the configuration thereof shall be indicated on the maps to be attached
as exhibits to the applicable addendum as provided in sub-section (c)
below.

(b)	As of the date hereof, Atlas represents and warrants to the Developer
that Atlas is the lawful owner of said Lease and rights and interest
thereunder and of the personal property thereon or used in connection
therewith; that Atlas has good right and authority to sell and convey the
same, and that said rights, interest and property are free and clear from
all liens and encumbrances, and that all rentals and royalties due and
payable thereunder have been duly paid. The foregoing representations and
warranties shall also be made by Atlas at the time of each recorded
assignment of the acreage included in each Initial Well Location and at the
time of each recorded assignment of the acreage included in each Additional
Well Location designated pursuant to sub-section (c) below, such
representations and warranties to be included in each recorded assignment
substantially in the manner set forth in the form of assignment attached
hereto and made a part hereof as Exhibit B. Atlas agrees to indemnify,
protect and hold the Developer and its successors and assigns harmless from
and against all costs (including but not limited to reasonable attorneys'
fees), liabilities, claims, penalties, losses, suits, actions, causes of
action, judgments or decrees resulting from the breach of any of the
aforesaid representations and warranties. It is understood and agreed that,
except as specifically set forth above, Atlas makes no warranty or
representation, express or implied, as to its title or the title of the
lessors in and to the lands or oil and gas interests covered by said
Leases.

(c)	In the event that the parties hereto desire to designate Additional
Well Locations to be developed in accordance with the terms and conditions
of this Agreement, each of said parties shall execute an addendum
substantially in the form of Exhibit C attached hereto and made a part
hereof specifying the undivided percentage of Working Interest and the Oil
and Gas Leases to be included as Leases hereunder, specifying the amount
and configuration of acreage included in each such Additional Well Location
on maps attached as exhibits to such addendum and setting forth their
agreement that such Additional Well Locations shall be developed in
accordance with the terms and conditions of this Agreement.

(d)	It is understood and agreed that the assignment of rights under the
Leases and the oil and gas development activities contemplated by this
Agreement relate only to the Initial Well Locations described herein and to
the Additional Well Locations designated pursuant to sub-section (c) above.
Nothing contained in this Agreement shall be interpreted to restrict in any
manner the right of each of the parties hereto to conduct without the
participation of any other party hereto any additional activities relating
to exploration, development, drilling, production or delivery of oil and
gas on lands adjacent to or in the immediate vicinity of the aforesaid
Initial and Additional Well Locations or elsewhere.

2.	Drilling of Wells; Interest of Developer; Right of Substitution.

(a)	Operator, as Developer's independent contractor, agrees to drill,
complete (or plug) and operate 32 natural gas wells on
the 32 Initial Well Locations in accordance with the
terms and conditions of this Agreement, and Developer, as a minimum
commitment, agrees to participate in and pay the Operator's charges for
drilling and completing the wells and any extra costs pursuant to Section 4
hereof in proportion to the share of the Working Interest owned by the
Developer in the wells with respect to all 32 initial
wells, it being expressly understood and agreed that, subject to
sub-section (e) below, Developer does not reserve the right to decline
participation in the drilling of any of the 32) initial
wells to be drilled hereunder.

(b)	Operator will use its best efforts to commence drilling the first well
within thirty (30) days after the date of this Agreement and to commence
the drilling of each of said 32 initial wells for which
payment is made pursuant to Section 4(b) of this Agreement, on or before
March 30, 1996. Subject to the foregoing time limits, Operator shall
determine the timing of and the order of the drilling of said 32
 Initial Well Locations.

(c)	The 32 initial wells to be drilled on the Initial
Well Locations designated pursuant to this Agreement and any additional
wells drilled hereunder on any Additional Well Locations designated
pursuant to Section l(c) above shall be drilled and completed (or plugged)
in accordance with the generally accepted and customary oil and gas field
practices and techniques then prevailing in the geographical area of the
Well Locations and shall be drilled to a depth sufficient to test
thoroughly the objective formation or the deepest assigned depth, whichever
is less.

(d)	Except as otherwise provided herein, all costs, expenses and
liabilities incurred in connection with the drilling and other operations
and activities contemplated by this Agreement shall be borne and paid, and
all wells, gathering lines of up to approximately 1,500 feet on the
Prospect, equipment, materials, and facilities acquired, constructed or
installed hereunder shall be owned, by the Developer in proportion to the
share of the Working Interest owned by the Developer in the wells. Subject
to the payment of lessor's royalties and other royalties and overriding
royalties, if any, production of oil and gas from the wells to be drilled
hereunder shall be owned by the Developer in proportion to the share of the
Working Interest owned by the Developer in the wells.

(e)	Notwithstanding the provisions of sub-section (a) above, in the event
the Operator or Developer determines in good faith, with respect to any
Well Location, before operations commence hereunder with respect to such
Well Location, based upon the production (or failure of production) of any
other wells which may have been recently drilled in the immediate area of
such Well Location, or upon newly discovered title defects, or upon such
other evidence with respect to the Well Location as may be obtained, that
it would not be in the best interest of the parties hereto to drill a well
on such Well Location, then the party making the determination shall notify
the other party hereto of such determination and the basis therefor and,
unless otherwise instructed by Developer, such well shall not be drilled.
If such well is not drilled, Operator shall promptly propose a new well
location (including such information with respect thereto as Developer may
reasonably request) within Pennsylvania or Ohio to be substituted for such
original Well Location and Developer shall thereafter have the option for a
period of seven (7) business days to either reject or accept the proposed
new well location. If the new well location is rejected, Operator shall
promptly propose another substitute well location pursuant to the
provisions hereof. Once the Developer accepts a substitute well location or
does not reject it within said seven (7) day period, this Agreement shall
terminate as to the original Well Location and the substitute well location
shall become subject to the terms and conditions hereof.


3.	Operator - Responsibilities in General; Term.

(a)	Atlas shall be the Operator of the wells and Well Locations subject to
this Agreement and, as the Developer's independent contractor, shall, in
addition to its other obligations hereunder, (i) make the necessary
arrangements for the drilling and completion of wells and the installation
of the necessary gas gathering line systems and connection facilities; (ii)
make the technical decisions required in drilling, testing, completing and
operating such wells; (iii) manage and conduct all field operations in
connection with the drilling, testing, completing, equipping, operating and
producing of the wells; (iv) maintain all wells, equipment, gathering lines
and facilities in good working order during the useful life thereof; and
(v) perform the necessary administrative and accounting functions. In the
performance of work contemplated by this Agreement, Operator is an
independent contractor with authority to control and direct the performance
of the details of the work.

(b)	Operator covenants and agrees that (i) it shall perform and carry on
(or cause to be performed and carried on) its duties and obligations
hereunder in a good, prudent, diligent and workmanlike manner using
technically sound, acceptable oil and gas field practices then prevailing
in the geographical area of the aforesaid Well Locations; (ii) all drilling
and other operations conducted by, for and under the control of Operator
hereunder shall conform in all respects to federal, state and local laws,
statutes, ordinances, regulations, and requirements; (iii) unless otherwise
agreed in writing by the Developer, all work performed hereunder pursuant
to a written estimate shall conform to the technical specifications set
forth in such written estimate and all equipment and materials installed or
incorporated in the wells and facilities hereunder shall be new or used and
of good quality; (iv) in the course of conducting operations hereunder, it
shall comply with all terms and conditions of the Leases (and any related
assignments, amendments, subleases, modifications and supplements) other
than any minimum drilling commitments contained therein; (v) it shall keep
the Well Locations subject to this Agreement and all wells, equipment and
facilities located thereon, free and clear of all labor, materials and
other liens or encumbrances arising out of operations hereunder; (vi) it
shall file all reports and obtain all permits and bonds required to be
filed with or obtained from any governmental authority or agency in
connection with the drilling or other operations and activities which are
the subject of this Agreement; and (vii) it will provide competent and
experienced personnel to supervise the drilling, completing (or plugging),
and operating of the wells and use the services of competent and
experienced service companies to provide any third party services necessary
or appropriate in order to perform its duties hereunder.

(c)	Atlas shall serve as Operator hereunder until the earliest of (i) the
termination of this Agreement pursuant to Section 13 hereof; (ii) the
termination of Atlas as Operator by the Developer which may be effected by
the Developer at any time in its discretion, with or without cause; upon
sixty (60) days advance written notice to the Operator; or (iii) the
resignation of Atlas as Operator hereunder which may occur upon ninety (90)
days' written notice to the Developer at any time after five (5) years from
the date hereof, it being expressly understood and agreed that Atlas shall
have no right to resign as Operator hereunder prior to the expiration of
the aforesaid five-year period. Any successor Operator hereunder shall be
selected by the Developer. Nothing contained in this sub-section (c) shall
relieve or release Atlas or the Developer from any liability or obligation
hereunder which accrued or occurred prior to Atlas' removal or resignation
as Operator hereunder. Upon any change in Operator pursuant to this
provision, the then present Operator shall deliver to the successor
Operator possession of all records, equipment, materials and appurtenances
used or obtained for use in connection with operations hereunder and owned
by the Developer.

4.	Operator's Charges for Drilling and Completing Wells; Completion
Determination

(a)	All natural gas wells which are drilled and completed hereunder shall
be drilled and completed on a footage basis for a price of $36.36 per foot
to the depth of the well at its deepest penetration as recorded by
Operator. The aforesaid footage price for each of said natural gas wells
shall be set forth in an AFE which shall be attached to this Agreement as
an Exhibit, and shall cover all ordinary costs which may be incurred in
drilling and completing each such well for production of natural gas,
including without limitation, site preparation, permits and bonds,
roadways, surface damages, power at the site, water, Operator's overhead
and profit, rights-of-way, drilling rigs, equipment and materials, costs of
title examination, logging, cementing, fracturing, casing, meters (other
than utility purchase meters), connection facilities, salt water collection
tanks, separators, siphon string, rabbit, tubing, an average of 1,500 feet
of gathering line per well, geological and engineering services and
completing two (2) zones; provided, that such footage price shall not
include the cost of (i) completing more than two (2) zones; (ii) completion
procedures, equipment, or any facilities necessary or appropriate for the
production and sale of oil and/or natural gas liquids; and (iii) equipment
or materials necessary or appropriate to collect, lift or dispose of
liquids for efficient gas production, except that the cost of saltwater
collection tanks, separators, siphon string and tubing shall be included in
the aforesaid footage price. Any such extra costs shall be billed to
Developer in proportion to the share of the Working Interest owned by the
Developer in the wells on a direct cost basis equal to the sum of (i)
Operator's invoice costs of third party services performed and materials
and equipment purchased plus ten percent (10%) to cover supervisory
services and overhead; and (ii) Operator's standard charges for services
performed directly by it.

(b)	In order to enable Operator to commence site preparation for
32 initial wells, to obtain suitable subcontractors
for the drilling and completion of such wells at currently prevailing
prices, and to insure the availability of equipment and materials, the
Developer shall pay to Operator, in proportion to the share of the Working
Interest owned by the Developer in the wells, one hundred percent (100%) of
the estimated price for all 32 initial wells upon
execution of this Agreement, such payment to be nonrefundable in all
events, except that Developer shall not be required to pay completion costs
prior to the time that a decision is made that the well warrants a
completion attempt and Atlas' share of such payments as Managing General
Partner of the Developer shall be paid within five (5) business days of
notice from Operator that such costs have been incurred. With respect to
each additional well drilled on the Additional Well Locations, if any,
Developer shall pay Operator, in proportion to the share of the Working
Interest owned by the Developer in the wells, one hundred percent (100%) of
the estimated price for such well upon execution of the applicable addendum
pursuant to Section l(c) above, except that Developer shall not be required
to pay completion costs prior to the time that a decision is made that the
well warrants a completion attempt and Atlas' share of such payments as
Managing General Partner of the Developer shall be paid within five (5)
business days of notice from Operator that such costs have been incurred.
With respect to each well, Developer shall pay to Operator, in proportion
to the share of the Working Interest owned by the Developer in the wells,
all other costs for such well within five (5) business days of receipt of
notice from Operator that such well has been drilled to the objective depth
and logged and is to be completed. Developer shall pay, in proportion to
the share of the Working Interest owned by the Developer in the wells, any
extra costs incurred with respect to each well pursuant to sub-section (a)
above within ten (10) business days of its receipt of Operator's statement
therefor.

(c)	Operator shall determine whether or not to run the production casing
for an attempted completion or to plug and abandon any well drilled
hereunder; provided, however, that a well shall be completed only if
Operator has made a good faith determination that there is a reasonable
possibility of obtaining commercial quantities of oil and/or gas.

(d)	If Operator determines at any time during the drilling or attempted
completion of any well hereunder, in accordance with the generally accepted
and customary oil and gas field practices and techniques then prevailing in
the geographic area of the well location, that such well should not be
completed, it shall promptly and properly plug and abandon the same. In
such event, such well shall be deemed a dry hole and the dry hole footage
price for each well drilled hereunder shall be $20.22 per foot multiplied
by the depth of the well, as specified in sub-section (a) above, and shall
be charged to the Developer in proportion to the share of the Working
Interest owned by the Developer in the well. Any amounts paid by the
Developer with respect to such dry hole which exceed the aforesaid dry hole
footage price shall be retained by Operator and shall be applied to the
costs for an additional well or wells to be drilled on the Additional Well
Locations.

5.	Title Examination of Well Locations; Liability for Title Defects.

(a)	The Developer hereby acknowledges that Operator has furnished
Developer with the title opinions identified on Exhibit A, and other
documents and information which Developer or its counsel has requested in
order to determine the adequacy of the title to the Initial Well Locations
and leased premises subject to this Agreement. The Developer hereby accepts
the title to said Initial Well Locations and leased premises and
acknowledges and agrees that, except for any loss, expense, cost or
liability caused by the breach of any of the warranties and representations
made by Atlas in Section l(b) hereof, any loss, expense, cost or liability
whatsoever caused by or related to any defect or failure of such title
shall be the sole responsibility of and shall be borne entirely by the
Developer.

(b)	Prior to commencing the drilling of any well on any Additional Well
Location designated pursuant to this Agreement, Operator shall conduct, or
cause to be conducted, a title examination of such Additional Well
Location, in order to obtain appropriate abstracts, opinions and
certificates and other information necessary to determine the adequacy of
title to both the applicable Lease and the fee title of the lessor to the
premises covered by such Lease. The results of such title examination and
such other information as is necessary to determine the adequacy of title
for drilling purposes shall be submitted to the Developer for its review
and acceptance, and no drilling shall be commenced until such title has
been accepted in writing by the Developer. After any title has been
accepted by the Developer, any loss, expense, cost or liability whatsoever,
caused by or related to any defect or failure of such title shall be the
sole responsibility of and shall be borne entirely by the Developer, unless
such loss, expense, cost or liability was caused by the breach of any of
the warranties and representations made by Atlas in Section l(b) of this
Agreement.

6.	Operations Subsequent to Completion of the Wells; Price
Determinations; Plugging and Abandonment.

(a)	Commencing with the month in which a well drilled hereunder begins to
produce, Operator shall be entitled to an operating fee of $275 per month
for each well being operated under this Agreement, proportionately reduced
to the extent the Developer owns less than 100% of the Working Interest in
the wells, in lieu of any direct charges by Operator for its services or
the provision by Operator of its equipment for normal superintendence and
maintenance of such wells and related pipelines and facilities. Such
operating fees shall cover all normal, regularly recurring operating
expenses for the production, delivery and sale of natural gas, including
without limitation well tending, routine maintenance and adjustment,
reading meters, recording production, pumping, maintaining appropriate
books and records, preparing reports to the Developer and government
agencies, and collecting and disbursing revenues, but shall not cover costs
and expenses related to the (i) production and sale of oil, (ii) collection
and disposal of salt water or other liquids produced by the wells, (iii)
rebuilding of access roads, and (iv) purchase of equipment, materials or
third party services, which, subject to the provisions of sub-section (c)
of this Section 6, shall be paid by the Developer in proportion to the
share of the Working Interest owned by the Developer in the wells. Any well
which is temporarily abandoned or shut-in continuously for the entire month
shall not be considered a producing well for purposes of determining the
number of wells in such month subject to the aforesaid operating fee.

(b)	The monthly operating fee set forth in sub-section (a) above may in
the following manner be adjusted annually as of the first day of January
(the "Adjustment Date") each year beginning January l, 1997. Such
adjustment, if any, shall not exceed the percentage increase in the average
weekly earnings of "Crude Petroleum, Natural Gas, and Natural Gas Liquids"
workers, as published by the U.S. Department of Labor, Bureau of Labor
Statistics, and shown in Employment and Earnings Publication, Monthly
Establishment Data, Hours and Earning Statistical Table C-2, Index Average
Weekly Earnings of "Crude Petroleum, Natural Gas, and Natural Gas Liquids"
workers, SIC Code #131-2, or any successor index thereto, since January l,
1995, in the case of the first adjustment, and since the previous
Adjustment Date, in the case of each subsequent adjustment.

(c)	Without the prior written consent of the Developer, pursuant to a
written estimate submitted by Operator, Operator shall not undertake any
single project or incur any extraordinary cost with respect to any well
being produced hereunder reasonably estimated to result in an expenditure
of more than $5,000, unless such project or extraordinary cost is necessary
to safeguard persons or property or to protect the well or related
facilities in the event of a sudden emergency. In no event, however, shall
the Developer be required to pay for any project or extraordinary cost
arising from the negligence or misconduct of Operator, its agents,
servants, employees, contractors, licensees or invitees. All extraordinary
costs incurred and the cost of projects undertaken with respect to a well
being produced hereunder shall be billed at the invoice cost of third party
services performed or materials purchased together with a reasonable charge
by Operator for services performed directly by it, in proportion to the
share of the Working Interest owned by the Developer in the wells. Operator
shall have the right to require the Developer to pay in advance of
undertaking any such project all or a portion of the estimated costs
thereof in proportion to the share of the Working Interest owned by the
Developer in the wells.

(d)	Developer shall have no interest in the pipeline gathering system,
which gathering system shall remain the sole property of Operator and shall
be maintained at Operator's sole cost and expense.

(e)	Notwithstanding anything herein to the contrary, the Developer shall
have full responsibility for and bear all costs in proportion to the share
of the Working Interest owned by the Developer in the wells with respect to
obtaining price determinations under and otherwise complying with the
Natural Gas Policy Act of 1978 and the implementing state regulations. Such
responsibility shall include, without limitation, preparing, filing, and
executing all applications, affidavits, interim collection notices, reports
and other documents necessary or appropriate to obtain price certification,
to effect sales of natural gas, or otherwise to comply with said Act and
the implementing state regulations. Operator agrees to furnish such
information and render such assistance as the Developer may reasonably
request in order to comply with said Act and the implementing state
regulations without charge for services performed by its employees.

(f)	The Developer shall have the right to direct Operator to plug and
abandon any well which has been completed hereunder as a producer, and
Operator shall not plug and abandon any such well prior to obtaining the
written consent of the Developer; provided, however, that if Operator in
accordance with the generally accepted and customary oil and gas field
practices and techniques then prevailing in the geographic area of the well
location, determines that any such well should be plugged and abandoned and
makes a written request to the Developer for authority to plug and abandon
any such well and the Developer fails to respond in writing to such request
within forty-five (45) days following the date of such request, then the
Developer shall be deemed to have consented to the plugging and abandonment
of such well(s). All costs and expenses related to plugging and abandoning
the wells which have been drilled and completed as producing wells
hereunder shall be borne and paid by the Developer in proportion to the
share of the Working Interest owned by the Developer in the wells. At any
time after three (3) years from the date each well drilled and completed
hereunder is placed into production, Operator shall have the right to
deduct each month from the proceeds of the sale of the production from the
well operated hereunder up to $200, in proportion to the share of the
Working Interest owned by the Developer in the wells, for the purpose of
establishing a fund to cover the estimated costs of plugging and abandoning
said well. All such funds shall be deposited in a separate interest bearing
escrow account for the account of the Developer, and the total amount so
retained and deposited shall not exceed Operator's reasonable estimate of
such costs.

7.	Billing and Payment Procedure with Respect to Operation of Wells;
Records, Reports and Information.

(a)	Operator shall promptly and timely pay and discharge on behalf of the
Developer, in proportion to the share of the Working Interest owned by the
Developer in the wells, all severance taxes, royalties, overriding
royalties, operating fees, pipeline gathering charges and other expenses
and liabilities payable and incurred by reason of its operation of the
wells in accordance with this Agreement and shall pay, in proportion to the
share of the Working Interest owned by the Developer in the wells, on or
before the due date any third party invoices rendered to Operator with
respect to such costs and expenses; provided, however, that Operator shall
not be required to pay and discharge as aforesaid any such costs and
expenses which are being contested in good faith by Operator. Operator
shall deduct the foregoing costs and expenses from the Developer's share of
the proceeds of the oil and/or gas sold from the wells operated hereunder
and shall keep an accurate record of the Developer's account hereunder,
showing expenses incurred and charges and credits made and received with
respect to each well. In the event that such proceeds are insufficient to
pay said costs and expenses, Operator shall promptly and timely pay and
discharge the same, in proportion to the share of the Working Interest
owned by the Developer in the wells, and prepare and submit an invoice to
the Developer each month for said costs and expenses, such invoice to be
accompanied by the form of statement specified in sub-section (b) below.
Any such invoice shall be paid by the Developer within ten (10) business
days of its receipt.

(b)	Operator shall disburse to the Developer, on a monthly basis, the
Developer's share of the proceeds received from the sale of oil and/or gas
sold from the wells operated hereunder, less (i) the amounts charged to the
Developer under sub-section (a) hereof, and (ii) such amount, if any,
withheld by Operator for future plugging costs pursuant to sub-section (f)
of Section 6. Each such disbursement made and/or invoice submitted pursuant
to sub-section (a) above shall be accompanied by a statement itemizing with
respect to each well (i) the total production of oil and/or gas since the
date of the last disbursement or invoice billing period, as the case may
be, and the Developer's share thereof, (ii) the total proceeds received
from any sale thereof, and the Developer's share thereof, (iii) the costs
and expenses deducted from said proceeds and/or being billed to the
Developer pursuant to sub-section (a) above, (iv) the amount withheld for
future plugging costs, and (v) such other information as Developer may
reasonably request, including without limitation copies of all third party
invoices listed thereon for such period. Operator agrees to deposit all
proceeds from the sale of oil and/or gas sold from the wells operated
hereunder in a separate checking account maintained by Operator, which
account shall be used solely for the purpose of collecting and disbursing
funds constituting proceeds from the sale of production hereunder.

(c)	In addition to the statements required under sub-section (b) above,
Operator, within seventy-five (75) days after the completion of each well
drilled hereunder, shall furnish the Developer with a detailed statement
itemizing with respect to such well the total costs and charges under
Section 4(a) hereof and the Developer's share thereof, and such information
as is necessary to enable the Developer (i) to allocate any extra costs
incurred with respect to such well between tangible and intangible and (ii)
to determine the amount of investment tax credit, if applicable.

(d)	Upon request, Operator shall promptly furnish the Developer with such
additional information as it may reasonably request, including without
limitation geological, technical and financial information, in such form as
may reasonably be requested, pertaining to any phase of the operations and
activities governed by this Agreement. The Developer and its authorized
employees, agents and consultants, including independent accountants shall,
at Developer's sole cost and expense, (i) upon at least ten (10) days'
written notice have access during normal business hours to all of
Operator's records pertaining to operations hereunder, including without
limitation, the right to audit the books of account of Operator relating to
all receipts, costs, charges and expenses under this Agreement, and (ii)
have access, at its sole risk, to any wells drilled by Operator hereunder
at all times to inspect and observe any machinery, equipment and
operations.

8.	Operator's Lien.

(a)	The Developer hereby grants Operator a first and preferred lien on and
security interest in the interest of the Developer covered by this
Agreement, and in the Developer's interest in oil and gas produced and the
proceeds thereof, and upon the Developer's interest in materials and
equipment, to secure the payment of all sums due from Developer to Operator
under the provisions of this Agreement.

(b)	In the event that the Developer fails to pay any amount owing
hereunder by it to the Operator within the time limit for payment thereof,
Operator, without prejudice to other existing remedies, is authorized at
its election to collect from any purchaser or purchasers of oil or gas and
retain the proceeds from the sale of the Developer's share thereof until
the amount owed by the Developer, plus twelve percent (12%) interest on a
per annum basis and any additional costs (including without limitation
actual attorneys' fees and costs) resulting from such delinquency, has been
paid. Each purchaser of oil or gas shall be entitled to rely upon
Operator's written statement concerning the amount of any default.

9.	Successors and Assigns; Transfers; Appointment of Agent.

(a)	This Agreement shall be binding upon and shall inure to the benefit of
the undersigned parties and their respective successors and permitted
assigns; provided, however, that Operator may not assign, transfer, pledge,
mortgage, hypothecate, sell or otherwise dispose of any of its interest in
this Agreement, or any of the rights or obligations hereunder, without the
prior written consent of the Developer, except that such consent shall not
be required in connection with (i) the assignment of work to be performed
for Operator by subcontractors, it being understood and agreed, however,
that any such assignment to Operator's subcontractors shall not in any
manner relieve or release Operator from any of its obligations and
responsibilities under this Agreement, or (ii) any lien, assignment,
security interest, pledge or mortgage arising under or pursuant to
Operator's present or future financing arrangements, or (iii) the
liquidation, merger, consolidation or sale of substantially all of the
assets of Operator or other corporate reorganization; and provided,
further, that in order to maintain uniformity of ownership in the wells,
production, equipment, and leasehold interests covered by this Agreement,
and notwithstanding any other provisions to the contrary, the Developer
shall not, without the prior written consent of Operator, sell, assign,
transfer, encumber, mortgage or otherwise dispose of any of its interest in
the wells, production, equipment or leasehold interests covered hereby
unless such disposition encompasses either (i) the entire interest of the
Developer in all wells, production, equipment and leasehold interests
subject hereto or (ii) an equal undivided interest in all such wells,
production, equipment, and leasehold interests.

(b)	Subject to the provisions of sub-section (a) above, any sale,
encumbrance, transfer or other disposition made by the Developer of its
interests in the wells, production, equipment, and/or leasehold interests
covered hereby shall be made (i) expressly subject to this Agreement, (ii)
without prejudice to the rights of the other party, and (iii) in accordance
with and subject to the provisions of the Lease.

(c)	If at any time the interest of the Developer is divided among or owned
by co-owners, Operator may, at its discretion, require such co-owners to
appoint a single trustee or agent with full authority to receive notices,
reports and distributions of the proceeds from production, to approve
expenditures, to receive billings for and approve and pay all costs,
expenses and liabilities incurred hereunder, to exercise any rights granted
to such co-owners under this Agreement, to grant any approvals or
authorizations required or contemplated by this Agreement, to sign,
execute, certify, acknowledge, file and/or record any agreements,
contracts, instruments, reports, or documents whatsoever in connection with
this Agreement or the activities contemplated hereby, and to deal generally
with, and with power to bind, such co-owners with respect to all activities
and operations contemplated by this Agreement; provided, however, that all
such co-owners shall continue to have the right to enter into and execute
all contracts or agreements for their respective shares of the oil and gas
produced from the wells drilled hereunder in accordance with sub-section
(c) of Section 11 hereof.

10.	Insurance; Operator's Liability.

(a)	Operator shall obtain and maintain at its own expense so long as it is
Operator hereunder all required Workmen's Compensation Insurance and
comprehensive general public liability insurance in amounts and coverage
not less than $1,000,000 per person per occurrence for personal injury or
death and $1,000,000 for property damage per occurrence, which insurance
shall include coverage for blow-outs and total liability coverage of not
less than $10,000,000. Subject to the aforesaid limits, the Operator's
general public liability insurance shall be in all respects comparable to
that generally maintained in the industry with respect to services of the
type to be rendered and activities of the type to be conducted under this
Agreement; Operator's general public liability insurance shall, if
permitted by Operator's insurance carrier, (i) name the Developer and all
of Developer's Investor General Partners as additional insured parties, and
(ii) provide that at least thirty (30) days' prior notice of cancellation
and any other adverse material change in the policy shall be given to the
Developer and its Investor General Partners; provided, that the Developer
shall reimburse Operator for the additional cost, if any, of including it
and its Investor General Partners as additional insured parties under the
Operator's insurance. Current copies of all policies or certificates
thereof shall be delivered to the Developer upon request. It is understood
and agreed that Operator's insurance coverage may not adequately protect
the interests of the Developer hereunder and that the Developer shall carry
at its expense such excess or additional general public liability, property
damage, and other insurance, if any, as the Developer deems appropriate.

(b)	Operator shall require all of its subcontractors to carry all required
Workmen's Compensation Insurance and to maintain such other insurance, if
any, as Operator in its discretion may require.

(c)	Operator's liability to the Developer as Operator hereunder shall be
limited to, and Operator shall indemnify the Developer and hold it harmless
from, claims, penalties, liabilities, obligations, charges, losses, costs,
damages or expenses (including but not limited to reasonable attorneys'
fees) relating to, caused by or arising out of (i) the noncompliance with
or violation by Operator, its employees, agents, or subcontractors of any
local, state or federal law, statute, regulation, or ordinance; (ii) the
negligence or misconduct of Operator, its employees, agents or
subcontractors; or (iii) the breach of or failure to comply with any
provisions of this Agreement.

11.	Internal Revenue Code Election; Relationship of Parties; Right to Take
Production in Kind.

(a)	With respect to this Agreement, each of the parties hereto elects,
under the authority of Section 761 (a) of the Internal Revenue Code of
1986, as amended, to be excluded from the application of all of the
provisions of Subchapter K of Chapter 1 of Sub Title A of the Internal
Revenue Code of 1986, as amended. If the income tax laws of the state or
states in which the property covered hereby is located contain, or may
hereafter contain, provisions similar to those contained in the Subchapter
of the Internal Revenue Code of 1986, as amended, referred to under which a
similar election is permitted, each of the parties agrees that such
election shall be exercised. Beginning with the first taxable year of
operations hereunder, each party agrees that the deemed election provided
by Section 1.761-2(b)(2)(ii) of the Regulations under the Internal Revenue
Code of 1986, as amended, will apply; and no party will file an application
under Section 1.761-2 (b)(3)(i) and (ii) of said Regulations to revoke such
election. Each party hereby agrees to execute such documents and make such
filings with the appropriate governmental authorities as may be necessary
to effect such election.

(b)	It is not the intention of the parties hereto to create, nor shall
this Agreement be construed as creating, a mining or other partnership or
association or to render the parties liable as partners or joint venturers
for any purpose. Operator shall be deemed to be an independent contractor
and shall perform its obligations as set forth herein or as otherwise
directed by the Developer.

(c)	Subject to the provisions of Section 8 hereof, the Developer shall
have the exclusive right to sell or dispose of its proportionate share of
all oil and gas produced from the wells to be drilled hereunder, exclusive
of production which may be used in development and producing operations,
production unavoidably lost, and production used to fulfill any free gas
obligations under the terms of the applicable Lease or Leases; and Operator
shall not have any right to sell or otherwise dispose of such oil and gas.
The Developer shall have the exclusive right to execute all contracts
relating to the sale or disposition of its proportionate share of the
production from the wells drilled hereunder. Developer shall have no
interest in any gas purchase agreements of Operator, except the right to
receive Developer's share of the proceeds received from the sale of any gas
or oil from wells developed hereunder. The Developer agrees to designate
Operator or Operator's designated bank agent as the Developer's collection
agent in any such contract. Upon request, Operator shall render assistance
in arranging such sale or disposition and shall promptly provide the
Developer with all relevant information which comes to Operator's attention
regarding opportunities for sale of production. In the event Developer
shall fail to make the arrangements necessary to take in kind or separately
dispose of its proportionate share of the oil and gas produced hereunder,
Operator shall have the right, subject to the revocation at will by the
Developer, but not the obligation, to purchase such oil and gas or sell it
to others at any time and from time to time, for the account of the
Developer at the best price obtainable in the area for such production,
however, Operator shall have no liability to Developer should Operator fail
to market such production. Any such purchase or sale by Operator shall be
subject always to the right of the Developer to exercise at any time its
right to take in kind, or separately dispose of, its share of oil and gas
not previously delivered to a purchaser. Any purchase or sale by Operator
of any other party's share of oil and gas shall be only for such reasonable
periods of time as are consistent with the minimum needs of the Industry
under the particular circumstance, but in no event for a period in excess
of one (1) year.

12.	Force Majeure.

(a)	If Operator is rendered unable, wholly or in part, by force majeure
(as hereinafter defined) to carry out its obligations under this Agreement,
the Operator shall give to the Developer prompt written notice of the force
majeure with reasonably full particulars concerning it; thereupon, the
obligations of the Operator, so far as it is affected by the force majeure,
shall be suspended during but no longer than, the continuance of the force
majeure. Operator shall use all reasonable diligence to remove the force
majeure as quickly as possible to the extent the same is within reasonable
control.
(b)	The term "force majeure" shall mean an act of God, strike, lockout, or
other industrial disturbance, act of the public enemy, war, blockade,
public riot, lightning, fire, storm, flood, explosion, governmental
restraint, unavailability of equipment or materials, plant shut-downs,
curtailments by purchasers and any other causes whether of the kind
specifically enumerated above or otherwise, which directly precludes
Operator's performance hereunder and is not reasonably within the control
of the Operator.

(c)	The requirement that any force majeure shall be remedied with all
reasonable dispatch shall not require the settlement of strikes, lockouts,
or other labor difficulty affecting the Operator, contrary to its wishes;
the method of handling all such difficulties shall be entirely within the
discretion of the Operator.

13.	Term.

This Agreement shall become effective when executed by Operator and the
Developer and, except as provided in sub-section (c) of Section 3, shall
continue and remain in full force and effect for the productive lives of
the wells being operated hereunder.

14.	Governing Law and Invalidity.

This Agreement shall be governed by, construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania. The
invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

15.	Integration.

This Agreement, including the Exhibits hereto, constitutes and represents
the entire understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior negotiations,
understandings, agreements, and representations relating to the subject
matter hereof. No change, waiver, modification, or amendment of this
Agreement shall be binding or of any effect unless in writing duly signed
by the party against which such change, waiver, modification, or amendment
is sought to be enforced.

16.	Waiver of Default or Breach.

No waiver by any party hereto to any default of or breach by any other
party under this Agreement shall operate as a waiver of any future default
or breach, whether of like or different character or nature.

17.	Notices.

Unless otherwise provided herein, all notices, statements, requests, or
demands which are required or contemplated by this Agreement shall be in
writing and shall be hand-delivered or sent by registered or certified
mail, postage prepaid, to the following addresses until changed by
certified or registered letter so addressed to the other party:

(i)	If to Atlas, to:

Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
Attention: President

(ii)	If to Developer, to:

Atlas-Energy for the Nineties-Public #4 Ltd.
c/o Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108

Notices which are served by registered or certified mail upon the parties
hereto in the manner provided in this Section shall be deemed sufficiently
served or given for all purposes under this Agreement at the time such
notice shall be mailed as provided herein in any post office or branch post
office regularly maintained by the United States Postal Service or any
successor to the functions thereof. All payments hereunder shall be
hand-delivered or sent by United States mail, postage prepaid to the
addresses set forth above until changed by certified or registered letter
so addressed to the other party.

18.	Interpretation.

Whenever this Agreement makes reference to "this Agreement" or to any
provision "hereof," or words to similar effect, such reference shall be
construed to refer to the within instrument unless the context clearly
requires otherwise. The titles of the Sections herein have been inserted as
a matter of convenience of reference only and shall not control or affect
the meaning or construction of any of the terms and provisions hereof. As
used in this Agreement, the plural shall include the singular and the
singular shall include the plural whenever appropriate.

19.	Counterparts.

The parties hereto may execute this Agreement in any number of separate
counterparts, each of which, when executed and delivered by the parties
hereto, shall have the force and effect of an original; but all such
counterparts shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
under their respective seals as of the day and year first above written.


Attest	ATLAS RESOURCES, INC.

		By:
Secretary, /s/Bruce M. Wolf			           President, /s/J.R. O'Mara
[Corporate Seal]


	ATLAS-ENERGY FOR NINETIES-PUBLIC #4 LTD.

	By its Managing General Partner:

Attest	ATLAS RESOURCES, INC.

		By:
Secretary, /s/Bruce M. Wolf			          President, /s/J.R. O'Mara
[Corporate Seal]


=============================================================================

                               EXHIBIT A

                ATLAS_ENERGY_FOR_THE_NINETIES_--_PUBLIC_#4_LTD.

MERCER COUNTY:

Eperthener Unit #2 (Coolspring Township)
As more fully described in a certain Consolidation of Oil and Gas Leases
dated November 30, 1995, and recorded December 1, 1995, in Volume 95DR15534
of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, ALL that portion
of said leases containing 50 acres more or less, as shown on the plat attached
hereto as Exhibit "A-1", and made a part hereof.  Title opinion of Geiger,
Teeple, Smith, and Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio
44601, dated November 15, 1995.  The Developer's interest in the leasehold
estate constituting this well location is an undivided 100% working interest
to the bottom of the Medina/Whirlpool formation, subject to the landowner's
royalty interest.

Kloos #2 (Coolspring Township)
Oil and Gas Lease from Glenn C. Kloos and Imogene E. Kloos, husband and wife,
to Atlas Resources, Inc., dated November 28, 1990, and recorded July 4, 1991,
in Volume 91DR00148; Extension of Lease Agreement dated July 11, 1995, and
recorded August 2, 1995, in Volume 95DR09401, of the Mercer County Records,
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 50
acres, more or less, as shown on the plat attached hereto as Exhibit "A-2"
and made a part hereof.  Title opinion of Hunter, Hunter, and Randall, 502
Bank One Building, Alliance, Ohio 44601, dated May 3, 1991.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% working interest to those oil and gas rights from the surface
to the bottom of the Medina/Whirlpool formation, subject to the landowner's
royalty interest.

McDowell #7 ( Coolspring Township )
Oil and Gas Lease from John A. McDowell and Jerilyn R. McDowell, both
divorced and not remarried, JTWROS, to Atlas Resources, Inc., dated
February 28, 1995, and recorded March 13, 1995, in Volume 95DR02648, of the
Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said
lease containing 50 acres, more or less, as shown on the plat attached
hereto as Exhibit "A-3" and made a part hereof.  Title opinion of Geiger,
Teeple, Smith, and Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio
44601, dated November 15, 1995.  The Developer's interest in the leasehold
estate constituting this well location is an undivided 100% working interest
to those oil and gas rights from the surface to the bottom of the Medina/
Whirlpool formation, subject to the landowner's royalty interest.

McDowell #8 (Coolspring Township)
Oil and Gas Lease from John A. McDowell and Jerilyn R. McDowell, both
divorced and not remarried, JTWROS, to Atlas Resources, Inc., dated
February 28, 1995, and recorded March 13, 1995, in Volume 95DR02648, of the
Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said
lease containing 50 acres, more or less, as shown on the plat attached
hereto as Exhibit "A-4" and made a part hereof.  Title opinion of Geiger,
Teeple, Smith, and Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio
44601, dated January 12, 1996.  The Developer's interest in the leasehold
estate constituting this well location is an undivided 100% working interest
to those oil and gas rights from the surface to the bottom of the Medina/
Whirlpool formation, subject to the landowner's royalty interest.

Rabold #3 (Coolspring Township)
Oil and Gas Lease from Elizabeth Rabold, single, to Atlas Resources, Inc.,
dated January 2, 1991, and recorded September 10, 1991, in Volume 91DR11318
of the Mercer County Records; Extension of Lease Agreement dated March 9,
1995, and recorded March 28, 1995, in Volume 95DR03414, of the Mercer County
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said lease
containing 50 acres, more or less, as shown on the plat attached hereto as
Exhibit "A-5" and made a part hereof.  Title opinion of Hunter and Hunter,
260 East Main Street, Suite 200, Alliance, Ohio 44601, dated October 18,
1995.  The Developer's interest in the leasehold estate constituting this
well location is an undivided 100% working interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool formation,
subject to the landowner's royalty interest.

Rabold # 5 (Coolspring Township)
Oil and Gas Lease from Michael E. Rabold and Andrea L. Rabold, husband and
wife, to Atlas Resources, Inc., dated March 30, 1995, and recorded April 19,
1995, in Volume 95DR04334, of the Mercer County Records, ASSIGNING, HEREIN,
HOWEVER, only that portion of said lease containing 50 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-6" and made a part
hereof.  Title opinion of Hunter and Hunter, 260 East Main Street, Suite 200,
Alliance, Ohio 44601, dated July 27, 1995.  The Developer's interest in the
leasehold estate constituting this well location is an undivided 100%
working interest to those oil and gas rights from the surface to the bottom
of the Medina/Whirlpool formation, subject to the landowner's royalty
interest.

Rabold #6 (Coolspring Township)
Oil and Gas Lease from Michael E. Rabold and Andrea L. Rabold,
husband and wife, to Atlas Resources,
Inc., dated March 30, 1995, and recorded April 19, 1995 in Volume 95 DR
04334 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only
that portion of said Lease containing 50.00 acres, more or less, as
shown on the plat attached hereto as Exhibit "A-7" and made a part
hereof. Title opionion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated July 27, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Struthers_#5 (Coolspring Township)
Oil and Gas Lease from Richard M. Struthers and Jane E.  Struthers,
husband and wife, to Atlas Resources, Inc., dated April 4, 1995 and
recorded April 26, 1995 in Volume 95 DR 04731 of the Mercer County
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said lease
containing 50.00 acres, more or less, as shown on the plat attached
hereto as Exhibit "A-8" and made a part hereof.  Title opinion of
Hunter, Hunter, & Randall, 260 East Main Street, Alliance, Ohio 44601,
dated August 9, 1991.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 100% Working Interest
to those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.

Thompson_#4 (Coolspring Township)
Oil and Gas Lease from Robert J. Thompson and Patricia A.  Thompson,
husband and wife. to Atlas Resources, Inc., dated January 2, 1991 and
recorded January 14, 1992 in Volume 92 DR 00499 of the Mercer County
Records.  Extension of Lease agreement dated March 16, 1995 and
recorded April 5, 1995 in Volume 95 DR 03787 of the Mercer County
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said Lease
containing 50.00 acres, more or less as shown on the plat attached
hereto as Exhibit "A-9" and made a part hereof.  Title opinion of
Geiger, Teeple, Smith & Hahn, 260 East Main Street, P.O. Box 2446,
Alliance, Ohio 44601, dated November 22, 1995.The Developer's interest
in the leasehold estate constituting this well location is an undivided
100% Working Interest to those oil and gas rights from the surface to
the bottom of the Medina/Whirlpool formation, subject to the
landowners' royalty interest.

Vogan_#2 (Findley Township)
Oil and Gas Lease from Katherine A. Vogan, widow; not remarried, to
Atlas Resources, Inc., dated July 11, 1995 and recorded August 2, 1995
in Volume 95 DR 09399 of the Mercer County Records, ASSIGNING, HEREIN,
HOWEVER, only that portion of said Lease containing 50.00 acres, more
or less, as shown on the plat attached hereto as Exhibit "A-10" and
made a part hereof.  Title opinion of Geiger, Teeple, Smith & Hahn 260
East Main Street, P.O.  Box 2446, Alliance, Ohio 44601, dated October
24, 1995.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 100% Working Interest
to those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.

Baun_#2 (Jackson Township)
Oil and Gas Lease from Ward O. Baun and Effie M. Baun, husband and
wife, to Atlas Resources, Inc., dated September 26, 1991 and recorded
October 28, 1991 in Volume 91 DR 13426; Extension of Lease Agreement
dated April 14, 1994 and recorded May 17, 1994 in Volume 94 DR 07364 of
the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that
portion of said Lease containing 50.00 acres, more or less as shown on
the plat attached hereto as Exhibit "A-11" and made a part hereof.
Title opinion of Hunter & Hunter, 260 East Main Street, Suite 200,
Alliance, Ohio, dated January 10, 1996.  The Developer's interest in
the leasehold estate constituting this well location is an undivided
100% Working Interest to those oil and gas rights from the surface to
the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Buckley_#1 (Jackson Township)
Oil and Gas Lease from Paul W. Buckley and Jane P. Buckley, husband and
wife, to Atlas Resources, Inc., dated March 8, 1994 and recorded March
29, 1994 in Volume 94 DR 04472 of the Mercer County Records, ASSIGNING,
HEREIN, HOWEVER, only that portion of said Lease containing 50.00
acres, more or less as shown on the plat attached hereto as Exhibit "A-
12" and made a part hereof.  Title opinion of Hunter & Hunter, 260 East
Main Street, Suite 200, Alliance, Ohio 44601, dated October 30, 1995.
The Developer's interest in the leasehold estate constituting this well
location is an undivided 100% Working Interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowners' royalty interest.

Goebel_Unit_#1 (Jackson Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 30, 1995 and recorded December 1, 1995 in Volume
95 DR 15533 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 50.00 acres, more or less as
shown on the plat attached hereto as Exhibit "A-13" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated November 8, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Hamilton_#3 (Jackson Township)
Oil and Gas Lease from James W. Hamilton, Jr., and Walter A.  Scott,
Trustees of Wimer Farms, to Atlas Resources, Inc., dated May 9, 1991
and recorded May 28, 1991; Extension of Lease Agreement dated May 12,
1994 and recorded June 20, 1994 in Volume 94 DR 09417 of the Mercer
County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said
Lease containing 50.00 acres, more or less as shown on the plat
attached hereto as Exhibit "A-14" and made a part hereof.  Title
opinion of Geiger, Teeple, Smith & Hahn, 260 East Main Street, P.O. Box
2446, Alliance, Ohio 44601, dated July 3, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Irwin_Unit_#1 (Jackson Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 30, 1995 and recorded December 1, 1995 in Volume
95 DR 15530 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 50.00 acres, more or less as
shown on the plat attached hereto as Exhibit "A-15" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated November 14, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Irwin_#2 (Jackson Township)
Oil and Gas Lease from Mark William Irwin and Charles Michael Irwin and
William D. Irwin, Trustee for Jon Robert Irwin to Atlas Resources,
Inc., dated July 31, 1991 and recorded August 19, 1991 in Volume 91 DR
10397; Extension of Lease Agreement dated April 19, 1994 and recorded
July 12, 1994 in Volume 94 DR 10705 of the Mercer County Records,
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing
50.00 acres, more or less as shown on the plat attached hereto as
Exhibit "A-16" and made a part hereof.  Title opinion of Hunter &
Hunter, 260 East Main Street, Suite 200, Alliance, Ohio 44601, dated
November 14, 1995.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 100% Working Interest
to those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.










Kalasky_Unit_#1 (Jackson Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 21, 1995 and recorded November 21, 1995 in Volume
95 DR 15141 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 50.00 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-17" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated October 30, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Philson_#3 (Jackson Township)
Oil and Gas Lease fom Robert E. Philson and Mary Jo Philson, husband
and wife, to Atlas Resources, Inc., dated January 8, 1991 and recorded
January 29, 1991 in Volume 91 DR 01030 of the Mercer County Records,
ASSIGNING, HEREIN, HOWEVER, only that portion of said Lease containing
50.00 acres, more or less as shown on the plat attached hereto as
Exhibit "A-18" and made a part hereof.  Title opinion of Hunter &
Hunter, 260 East Main Street, Suite 200, Alliance, Ohio 44601, dated
July 10, 1995.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 100% Working Interest
to those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.

Polick_Unit_#2 (Jackson Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 21, 1995 and recorded November 21, 1995 in Volume
95 DR 15140 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 50.00 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-19" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated July 11, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Polick_#3 (Jackson Township)
Oil and Gas Lease from Hazel M. Polick, widow, to Atlas Resources,
Inc., dated March 25, 1995 and recorded April 27, 1995 in Volume 95 DR
04768 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only
that portion of said Lease containing 50.00 acres, more or less, as
shown on the plat attached hereto as Exhibit "A-20" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated October 18, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.


Smith_Unit_#5 (Jackson Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 20, 1995 and recorded November 21, 1995 in Volume
95 DR 15142 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 34.862 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-21" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated November 8, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Snyder_#8 (Jackson Township)
Oil and Gas Lease from Richard L. Snyder and Letha O. Snyder, husband
and wife, to Atlas Resources, Inc., dated February 1, 1991 and recorded
February 12, 1991 in Volume 91 DR 01566; Extension of Lease Agreement
dated October 8, 1993 and recorded November 1, 1993 in Volume 93 DR
15108 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only
that portion of said Lease containing 50.00 acres, more or less, as
shown on the plat attached hereto as Exhibit "A-22" and made a part
hereof.  Title opinion of Hunter & Hunter, 260 East Main Street, Suite
200, Alliance, Ohio 44601, dated October 18, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool Formation, subject to the
landowners' royalty interest.

Shearer_#1 (Mill Creek Township)
Oil and Gas Lease from Troy G. Shearer, a married man to Cabot Oil and
Gas Corporation, dated April 29, 1994 and recorded May 19, 1994 in
Volume 94 DR 07564 of the Mercer County Records, ASSIGNING, HEREIN,
HOWEVER, only that portion of said Lease containing 50.00 acres, more
or less, as shown on the plat attached hereto as Exhibit "A-23" and
made a part hereof.  Title opinion of Geiger, Teeple, Smith & Hahn, 260
East Main Street, P.O. Box 2446, Alliance, Ohio 44601, dated January
26, 1996.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 35% Working Interest to
those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.












DeMaria_Unit_#1 (Pine Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 30, 1995 and recorded December 1, 1995 in Volume
95 DR 15532 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 42.860 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-24" and made a part
hereof.  Title opinion of Geiger, Teeple, Smith & Hahn, 260 East Main
Street, P.O. Box 2446, Alliance, Ohio 44601, dated November 15, 1995.
The Developer's interest in the leasehold estate constituting this well
location is an undivided 100% Working Interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowners' royalty interest.

Grande_#1 (Pine Township)
Oil and Gas Lease from Margaret J. Grande, divorced, not remarried, to
Atlas Resources, Inc., dated November 14, 1994 and recorded December 9,
1994 in Volume 94 DR 18324 of the Mercer County Records, ASSIGNING,
HEREIN, HOWEVER, only that portion of said Lease containing 50.00
acres, more or less, as shown on the plat attached hereto as Exhibit
"A-25" and made a part hereof.  Title opinion of Geiger, Teeple, Smith
& Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio 44601,
dated July 27, 1995.  The Developer's interest in the leasehold estate
constituting this well location is an undivided 100% Working Interest
to those oil and gas rights from the surface to the bottom of the
Medina/Whirlpool Formation, subject to the landowners' royalty
interest.

McNeish_Unit_#1 (Pine Township)
as more fully described in a certain Consolidation of Oil and Gas
Leases dated November 30, 1995 and recorded December 1, 1995 in Volume
95 DR 15531 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER,
ALL that portion of said Leases containing 50.00 acres, more or less,
as shown on the plat attached hereto as Exhibit "A-26" and made a part
hereof.  Title opinion of Geiger, Teeple, Smith & Hahn, 260 East Main
Street, P.O. Box 2446, Alliance, Ohio 44601, dated November 15, 1995.
The Developer's interest in the leasehold estate constituting this well
location is an undivided 100% Working Interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowners' royalty interest.

Pirc_#1 (Pine Township)
Oil and Gas Lease from Robert A. Pirc and Margaret A. Pirc, husband and
wife, to Atlas Resources, Inc., dated May 6, 1993 and recorded May 20,
1993 in Volume 93 DR 06602 of the Mercer County Records, ASSIGNING,
HEREIN, HOWEVER, only that portion of said Lease containing 50.00
acres, more or less, as shown on the plat attached hereto as Exhibit
"A-27" and made a part hereof.  Title opinion of Geiger, Teeple, Smith
& Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio 44601,
dated November 15, 1995.  The Developer's interest in the leasehold
estate constituting this well location is an undivided 100% Working
Interest to those oil and gas rights from the surface to the bottom of
the Medina/Whirlpool Formation, subject to the landowners' royalty
interest.

Robinson_#1 (Pine Township)
Oil and Gas Lease from Charles L. Robinson and Wanetta H.  Robinson,
husband and wife, to Atlas Resources, Inc., dated February 24, 1993 and
recorded March 22, 1993 in Volume 93 DR 03529 of the Mercer County
Records, ASSIGNING, HEREIN HOWEVER, only that portion of said Lease
containing 50.00 acres, more or less, as shown on the plat attached
hereto as Exhibit "A-28" and made a part hereof.  Title opinion of
Geiger, Teeple, Smith & Hahn, 260 East Main Street, P.O. Box 2446,
Alliance, Ohio 44601, dated November 15, 1995.  The Developer's
interest in the leasehold estate constituting this well location is an
undivided 100% Working Interest to those oil and gas rights from the
surface to the bottom of the Medina/Whirlpool formation, subject to the
landowners' royalty interest.

T.D._Associates_#1 (Pine Township)
Oil and Gas Lease from David G. Kasmoch and Edna Mae Kasmoch, partners
of TD Associates, a partnership, to Atlas Resources, Inc., dated June
13, 1995 and recorded June 19, 1995 in Volume 95 DR 07261 of the Mercer
County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said
Lease containing 50.00 acres, more or less, as shown on the plat
attached hereto as Exhibit "A-29" and made a part hereof.  Title
opinion of Hunter & Hunter, 260 East Main Street, Suite 200, Alliance,
Ohio 44601, dated July 17, 1995.  The Developer's interest in the
leasehold estate constituting this well location is an undivided 100%
Working Interest to those oil and gas rights from the surface to the
bottom of the Medina/Whirlpool Formation, subject to the landowners'
royalty interest.

Ivancic_#1 (Springfield Township)
Oil and Gas Lease from John Ivancic, Jr., and Sherry T.  Ivancic,
husband and wife, to Cabot Oil and Gas Corporation dated November 19,
1987 and recorded January 5, 1988 in Volume 88 DR 00063 of the Mercer
County Records; and, recorded February 8, 1988 in Volume 833 Page 30 of
the Lawrence County Records; and by Assignment of Oil and Gas Leases
dated December 6, 1991 and recorded December 17, 1991 in Volume 91 DR
15615 of the Mercer County Records; and, recorded on March 3, 1992, in
Volume 1013, Page 458 of the Lawrence County Records, ASSIGNING,
HEREIN, HOWEVER, only that portion of said Lease containing 50.00
acres, more or less, as shown on the plat attached hereto as Exhibit
"A-30" and made a part hereof.  Title opinion of Geiger, Teeple, Smith
& Hahn, 260 East Main Street, P.O. Box 2446, Alliance, Ohio 44601,
dated October 22, 1992, Extension of Title Report dated August 21,
1995.  The Developer's interest in the leasehold estate constituting
this well location is an undivided 100% Working Interest to those oil
and gas rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowners' royalty interest.


VENANGO_COUNTY:

Clinton_Irwin_Rod_and_Gun_Club_#1 (Irwin Township)
Oil and Gas Lease from Clinton - Irwin Rod and Gun Club, Inc., a
Pennsylvania not for profit organization, to Atlas Resources, Inc.,
dated November 15, 1993 and recorded December 6, 1993 in BK 0963 PG
0587 of the Venango County Records, ASSIGNING, HEREIN, HOWEVER, only
that portion of said Lease containing 50.00 acres, more or less, as
shown on the plat attached hereto as Exhibit "A-31" and made a part
hereof.  Title opinion of Geiger, Teeple, Smith & Hahn, 260 East Main
Street, P.O. Box 2446, Alliance, Ohio 44601, dated October 20, 1995.
The Developer's interest in the leasehold estate constituting this well
location is an undivided 100% Working Interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowner's royalty interest.

Jones_#1 (Irwin Township)
Oil and Gas Lease from Mary Frances Jones, single to Atlas Resources,
Inc., dated January 3, 1995 and recorded February 13, 1995 in BK 0026
PG 0470 of the Venango County Records, ASSIGNING, HEREIN, HOWEVER, only
that portion of said Lease containing 50.00 acres, more or less, as
shown on the plat attached hereto as Exhibit "A-32" and made a part
hereof.  Title opinion of Geiger, Teeple, Smith & Hahn, 260 East Main
Street, P.O. Box 2446, Alliance, Ohio 44601, dated October 20, 1995.
The Developer's interest in the leasehold estate constituting this well
location is an undivided 100% Working Interest to those oil and gas
rights from the surface to the bottom of the Medina/Whirlpool
Formation, subject to the landowner's royalty interest.


============================================================================

                              EXHIBITS A-1, A-32

Exhibits A-1, A-32 are suvey plats showing the properties as described above.

============================================================================

Exhibts B1-B32 are copies of assignments of the properties as listed above,
from Atlas Resources to the Partnership as filed in the counties of Mercer
 and Venango, Pennsylvania.