<PAGE>

                  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
                   For the fiscal year ended December 31, 1999

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

                        Commission file number 333-82389

                  Atlas-Energy for the Nineties-Public #8 Ltd.
                 (Name of small business issuer in its charter)

     Pennsylvania                                           25-1836294
(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.   -0-

       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           No.   X
            -----         -----

<PAGE>

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS ATLAS-ENERGY FOR THE NINETIES-PUBLIC #8 LTD.
(THE "PARTNERSHIP")

       We were formed under the Pennsylvania Revised Uniform Limited Partnership
Act on June 11, 1999, with Atlas Resources, Inc. ("Atlas") as our managing
general partner. We offered a maximum of 1,800 units. We had our initial closing
on December 3, 1999, and were funded with total subscriptions of 125
units from 51 investors thus reaching our required minimum capital
contribution of $1,000,000. We had our final closing on December 31, 1999,
and were funded with total subscriptions from both closings of 1,110.981 units
from 380 investors.

       At the time of the initial and final closing, our managing general
partner was credited with a total capital contribution of $3,148,181 because of
certain expenditures it made on our behalf and certain prospects it contributed
to us. Our managing general partner paid our organization and offering costs in
the amount of $1,643,346. In addition, our managing general partner contributed
58 prospects to us at its cost of $3,600 per prospect, which was proportionately
reduced to the extent less than 100% of the working interest was acquired, for
a total credit of $198,000. Finally, the managing general partner paid 43.75%
($1,286,835) of our tangible costs.

       We were funded to drill natural gas development wells. We began our
drilling activities under the drilling and operating agreement, with our
managing general partner acting as operator and general drilling contractor,
on our initial closing date. Additionally, we prepaid drilling costs under
the drilling and operating agreement on December 31, 1999, in an amount equal
to $11,088,975, and claimed a 1999 deduction for intangible drilling and
development costs of wells to be drilled in 2000. A total of 58 development
wells will be drilled to the Clinton/Medina geological formation in Mercer,
Lawrence, Warren, Venango Counties, Pennsylvania and Trumbull County, Ohio.
Our managing general partner and its affiliates had sufficient leasehold
inventory to provide the prospects to be drilled. See Item 2, "Properties."

       Under the drilling and operating agreement our managing general partner
is responsible for drilling and completing (or plugging) our wells. All the
wells have been or will be drilled to depths sufficient to test thoroughly the
Clinton/Medina formation. We paid our proportionate share of the cost of
drilling and completing the wells in an amount equal to the depth of the well in
feet at its deepest penetration as recorded by the drilling contractor
multiplied by $37.81 per foot. The footage price includes all ordinary costs of
drilling, testing and completing the well and installing gathering lines and
other necessary facilities for the production of natural gas. This also includes
the cost of a second completion and frac when our managing general partner
considers it justified.

       Our operating and maintenance costs under the drilling and operating
agreement are expected to be paid with revenues generated from gas and oil
sales. During producing operations our managing general partner, as operator,
receives a monthly well supervision fee of $275 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:

                                       2
<PAGE>

       -         well tending, routine maintenance and adjustment;

       -         reading meters, recording production, pumping, maintaining
                 appropriate books and records;

       -         preparing reports to us and to government agencies; and

       -         collecting and disbursing revenues.

The well supervision fees do not include costs and expenses related to the
following:

       -         production and sale of oil;

       -         purchase of equipment, materials or third party services;

       -         brine disposal, and

       -         rebuilding of access roads.

If these costs are incurred, then our managing general partner as operator will
charge us at cost for third party services and materials and a reasonable charge
for services performed directly by it or its affiliates. The drilling and
operating agreement also gives our managing general partner as operator the
right at any time after three years from the date one of our wells has been
placed into production to retain $200 per month to cover future plugging and
abandonment costs of the well.

       We did not purchase and do not anticipate selling any producing wells. To
realize revenues our natural gas and any oil produced must be marketed. Our
managing general partner is responsible for selling our production, and its
policy is to treat all wells in a given geographic area equally. Our managing
general partner determines a weighted average selling price for all the gas sold
in a geographic area, such as the Mercer County area, by taking the money
received from the sale of all the gas sold by it and its affiliates, including
us, in the area and dividing by the volume of gas sold. Each of the managing
general partner's affiliates, including us, will then receive this gas price for
all gas sold in the area. All of our gas is to be sold as discussed in Item 2,
"Properties - Delivery Commitments." During 1999 our managing general partner
received an average selling price of $2.35 per mcf for gas sold in the Mercer
County area after deducting all expenses, including transportation expenses.

       The marketing of our natural gas and oil production, if any, is also
affected by numerous factors beyond our control and the effect of which we
cannot accurately predict. These factors include, but are not limited to, the
following:

       -      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.

                                       3

<PAGE>

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 the
gas. Also, increased imports of oil and natural gas have occurred and are
expected to continue. The free trade agreement between Canada and the United
States eased restrictions on imports of Canadian gas to the United States, and
the North American Free Trade Agreement eliminated trade and investment barriers
in the United States, Canada and Mexico. These imports could have an adverse
effect on both the price and volume of gas produced from the wells. In the past
reduced demand for natural gas and/or an excess supply of gas resulted in a
lower price paid for gas and difficulties in marketing gas.

       Governmental agencies regulate the production and transportation of our
natural gas. 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. Our 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 on
oil and gas operations such as ours. Among other things, the regulations
involve:

       -      new well permit and well registration requirements, procedures and
              fees;

       -      minimum well spacing requirements;

       -      restrictions on well locations and underground gas storage;

       -      certain well site restoration, groundwater protection and safety
              measures;

       -      landowner notification requirements;

       -      certain bonding or other security measures;

       -      various reporting requirements;

       -      well plugging standards and procedures; and

       -      broad enforcement powers.

We do not expect that these regulations will have a material adverse impact upon
our operations, and we believe we have complied in all material respects with
applicable state regulations and will continue to do so.

       Gas prices are not regulated and in recent years gas prices have been
volatile. The price of our gas is based on supply, demand, BTU content,
pressure, location of the well and other factors.

       The Federal Energy Regulatory Commission ("FERC") regulates the
interstate transportation of natural gas, and it has sought to promote greater
competition in natural gas markets. Traditionally, natural gas has been sold by
gas producers to pipeline companies, which then would resell the gas to
end-users. FERC changed this market structure by requiring interstate pipeline
companies that transport gas for others to provide transportation services to
producers, distributors, and all other shippers of natural gas on a "first-come,
first-served" basis. This permits producers and other shippers to sell natural
gas directly to end-users and local

                                      4
<PAGE>

distribution companies.

       FERC Order 636 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 or producers. 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 ensure that no gas seller has a competitive advantage over another
gas seller because it also provides transportation services. We believe the
effect of FERC Order 636 has been to restructure the natural gas industry and
increase its competitiveness. Also, 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." We
believe the amendments ultimately will have a beneficial effect on natural gas
markets and prices.

       Oil prices are not regulated and the price is subject to supply, demand,
competitive factors, the gravity of the crude oil, sulfur content differentials
and other factors. Any crude oil produced from the wells will flow directly into
storage tanks where it will be picked up by the oil company, a common carrier or
pipeline companies acting for the oil company which is purchasing the crude oil.
We expect to sell only small quantities of oil, if any.

       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,
including us. The proposals involve, among other things, limiting the disposal
of waste water from wells and changes in the tax laws. We are unable to predict
what proposals, if any, will be enacted and their subsequent effect on our
activities.

       Our operations and costs may also be affected by various federal, state
and local laws covering the discharge of materials into the environment, or
otherwise relating to the protection of the environment. We 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 for hazardous substance
contamination under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980. Our liability for environmental cleanup costs or damages
is unlimited in cases of willful negligence or misconduct. In addition, the
Environmental Protection Agency will require us to prepare and implement spill
prevention control and countermeasure plans relating to the possible discharge
of oil into navigable waters and will 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. Compliance with these
statutes and regulations may cause delays or increase our production costs.
Because these laws and regulations are constantly being revised and changed we
are unable to predict the ultimate costs of complying with present and future
environmental laws and regulations, although we do not believe these costs will
be substantial. We are unable to obtain insurance to protect against many
environmental claims.

                                       5
<PAGE>

       We have not filed bankruptcy nor have we 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.

ITEM 2. PROPERTIES

       Our first closing was December 3, 1999, and 5 prospects were
designated on that date. The final closing was December 31, 1999, and an
additional 53 prospects were designated on that date.

       For purposes of the Drilling Activity table and the Productive Wells
table set forth below, a "gross well" is a well in which we have a working
interest, and a "net well" equals the actual working interest owned in one gross
well divided by one hundred. For example, a 50% working interest in a well is
one gross well, but a .50 net well.

       We own 100% of the working interest in 40 wells, 50% of the working
interest in 4 wells, 93% of the working interest in 12 wells, and 75% of the
working interest in 2 wells. See "Productive Wells," below.

       DRILLING ACTIVITY. The following table sets forth the results from
June 11, 1999, (date of formation) to March 17, 2000, of our drilling
activities. All wells are in Mercer, Lawrence, Warren, Venango Counties,
Pennsylvania and Trumbull County, Ohio. Currently, 58 wells have been
spudded, and 0 dry holes have been drilled.

<TABLE>
<CAPTION>

                                                                     DEVELOPMENT WELLS
                                                  ----------------------------------------------------------------
                                                            GROSS                                NET
                                                  --------------------------      --------------------------------
                                                  PRODUCTIVE    DRY    TOTAL      PRODUCTIVE     DRY    TOTAL
                                                  ----------    ---    -----      ----------     ---    -----
<S>                                                <C>         <C>     <C>        <C>          <C>     <C>
Period Ended March 17, 2000...................        58         0       58          54.66        0      54.66
</TABLE>

       We have not participated, and will not participate, in any exploratory
wells.

       PRESENT ACTIVITIES.   As of March 17, 2000:

       -     22 of the wells were in production;

       -     29 of the wells were capable of production but not yet on-line; and

       -     7 of the wells were spudded and were in the process of being
             drilled and completed.

       PRODUCTIVE WELLS.   The following table summarizes the Partnership's
total gross and net interest in productive natural gas wells at March 17,
2000.

                                       6
<PAGE>

<TABLE>
<CAPTION>

NAME OF WELL                           STATE                COUNTY                      GROSS               NET
------------                           -----                ------                      -----               ---
<S>                                 <C>                   <C>                          <C>                <C>
1.  HOSTETLER UNIT #14                 Pennsylvania          MERCER                       1                  1

2.  HOSTETLER #15                      Pennsylvania          MERCER                       1                  1

3.  YODER #8                           Pennsylvania          MERCER                       1                  1

4.  BOBISH #1                          Pennsylvania          MERCER                       1                  1

5.  MCFARLAND #15                      Pennsylvania          MERCER                       1                  1

6.  COMBINE #1                         Pennsylvania          MERCER                       1                  1

7.  WHALEN #1                          Pennsylvania          MERCER                       1                  1

8.  YASNOWSKY #3                       Pennsylvania          MERCER                       1                  1

9.  CZUBEK #2                          Pennsylvania          MERCER                       1                  1

10. LEHTO #1                           Pennsylvania          MERCER                       1                  1

11. LEALI #6                           Pennsylvania          MERCER                       1                  1

12. MINNER #4                          Pennsylvania          MERCER                       1                  1

13. SHAFFER #6                         Pennsylvania          LAWRENCE                     1                  1

14. PICCIRILLI #1                      Pennsylvania          MERCER                       1                  1

15. LEALI #7                           Pennsylvania          MERCER                       1                  1

16. HARDISKY #1                        Pennsylvania          MERCER                       1                  1

17. BYLER #73                          Pennsylvania          LAWRENCE                     1                  1

18. MITCHELTREE #1                     Pennsylvania          LAWRENCE                     1                  1

19. BYLER #72                          Pennsylvania          LAWRENCE                     1                  1

20. SHARDY #1                          Pennsylvania          MERCER                       1                 .50

21. BRAATZ #1                          Pennsylvania          LAWRENCE                     1                  1

22. YODER #9                           Pennsylvania          MERCER                       1                  1

23. HUTCHISON #1                       Pennsylvania          LAWRENCE                     1                 .50

24. TELESZ #1                          Pennsylvania          LAWRENCE                     1                  1

25. WALLACE #2                         Pennsylvania          MERCER                       1                  1

26. SHAFFER UNIT #8                    Pennsylvania          MERCER                       1                 .75

27. RACKETA UNIT #2                    Pennsylvania          MERCER                       1                  1

28. STICKLE #1                         Pennsylvania          LAWRENCE                     1                  1

29. HERRIOTT #1                        Pennsylvania          MERCER                       1                  1

30. WENGERD #7                         Pennsylvania          LAWRENCE                     1                  1

31. LEHTO #2                           Pennsylvania          MERCER                       1                 .75

32. KENDALL #2                         Pennsylvania          LAWRENCE                     1                  1

33. SACEWICZ #1                        Pennsylvania          MERCER                       1                  1

34. MINNER #10                         Pennsylvania          MERCER                       1                 .50

35. WILSON #6                          Pennsylvania          LAWRENCE                     1                  1

                                       7
<PAGE>

<CAPTION>

NAME OF WELL                           STATE                COUNTY                      GROSS               NET
------------                           -----                ------                      -----               ---
<S>                                 <C>                   <C>                          <C>                <C>
36. BALOG #1                           Pennsylvania          LAWRENCE                     1                  1

37. CLARK #7                           Pennsylvania          LAWRENCE                     1                  1

38. YASNOWSKY #2                       Pennsylvania          MERCER                       1                  1

39. KAUFMAN #1                         Pennsylvania          LAWRENCE                     1                  1

40. GEARHART #1                        Pennsylvania          MERCER                       1                  1

41. GARRETT #5                         Pennsylvania          MERCER                       1                  1

42. MCFARLAND #16                      Pennsylvania          MERCER                       1                  1

43. BYLER #76                          Pennsylvania          MERCER                       1                  1

44. MINNER #11                         Pennsylvania          MERCER                       1                  1

45. BYLER #80                          Pennsylvania          MERCER                       1                .93

46. TELESZ #2                          Pennsylvania          LAWRENCE                     1                  1

47. REITER UNIT #1                     Ohio                  TRUMBULL                     1                .50

48. GAVIN #1                           Pennsylvania          VENANGO                      1                .93

49. EMORY-AMES #2                      Pennsylvania          WARREN                       1                .93

50. LOWER COLORADO #3                  Pennsylvania          WARREN                       1                .93

51. MINA-CARR #3                       Pennsylvania          WARREN                       1                .93

52. REDICK #1                          Pennsylvania          WARREN                       1                .93

53. STURGISH #1                        Pennsylvania          VENANGO                      1                .93

54. ATKINSON #2                        Pennsylvania          VENANGO                      1                .93

55. LANNING #1                         Pennsylvania          WARREN                       1                .93

56. LAMOREE #2                         Pennsylvania          WARREN                       1                .93

57. SUTTON #1                          Pennsylvania          WARREN                       1                .93

58. BOUGHTON #1                        Pennsylvania          VENANGO                      1                .93
                                                                                         --              -----
                                       TOTAL                                             58              54.66
                                                                                         ==              =====
</TABLE>

       The name of each well is the same as the name of the prospect. We have
begun selling production from 12 of the wells and revenues are expected to be
distributed in the summer of 2000. The status of the remaining wells is
described in "Present Activities" above. Although there has been production
as set forth above, no reserve estimate on these wells has been obtained from
an independent petroleum engineer.

                                       8
<PAGE>

       DELIVERY COMMITMENTS. Our Managing General Partner anticipates that
substantially all of the natural gas produced by us in this program in the
Warren County area (approximately 25% of the Partnership's total expected
production) will be sold to Belden & Blake Corporation, an Ohio Corporation,
pursuant to our Joint Venture Agreement with that firm.

       We also anticipate that substantially all of the natural gas produced
by us in this program and in previous programs in the Mercer County area
(approximately 75% of the Partnership's total expected production), will be
sold to four (4) customers:

    1) National Fuel Resources, Inc, a marketing subsidiary of National Fuel
       Gas Company (NFG), a publicly traded natural gas utility company
       listed on the New York Stock Exchange. NFG distributes natural gas to
       approximately 731,000 customers in southwestern New York and
       northwestern Pennsylvania through its regulated utility divisions.

    2) Northeast Ohio Gas Marketing, Inc., a marketing subsidiary of First
       Energy Corporation (FE), a publicly traded electric utility company
       listed on the New York Stock Exchange. FE serves more than 5.5 million
       people in central and northern Ohio and western Pennsylvania.

    3) NUI Energy Brokers, Inc, a marketing subsidiary of NUI Corp. (NUI), a
       publicly traded natural gas utility company listed on the New York
       Stock Exchange. NUI distributes natural gas to approximately 372,000
       customers in six states through its regulated utility divisions.

    4) Wheatland Tube Company, a Pennsylvania Corporation, which connects
       directly to Atlas Pipeline Partners (APL), a Master Limited
       Partnership, publicly traded on the American Stock Exchange. APL is
       engaged in the ownership and operation of the majority of the natural
       pipeline gathering systems that serve the Managing General Partner's
       production affiliates.

       All five (5) of the aforementioned Agreements involve pricing
determined by industry standard indexes for each of the delivery locations
contemplated therein. In addition, the Agreement with Wheatland Tube Company
contains minimum and maximum prices that are fixed over each annual period.

       The Agreements with National Fuel Resources, Inc. and NUI Energy
Brokers, Inc. are standard industry contracts as suggested by the Gas
Industry Standards Board (GISB) for one-year terms commencing April 1, 2000.
Both Agreements are for firm fixed daily volumes (11,000 and 5,000 Dthd,
respectively) delivered to the facilities of National Fuel Gas Supply.

       The Agreement with Northeast Ohio Gas Marketing, Inc. is for a 10-year
term, which began on April 1, 1999, and provides that Northeast Ohio Gas
Marketing must take all of the gas produced by our managing general partner
and its affiliates. The agreement establishes price formula for each of the
delivery points for either the first one or two years of the Agreement. If,
at the end of the applicable period, our managing general partner and
Northeast Ohio Gas Marketing cannot agree to a new price, then our managing
general partner and its affiliates may arrange a sale of the gas to third
parties. However, they must first give Northeast Ohio Gas Marketing notice
and an opportunity to match the price. Thereafter, Northeast Ohio Gas
Marketing and our managing general partner will set the prices annually each
November 30 subject to the same terms. However, if there is no price
agreement, then we can sell our gas to third parties for the term of any
unmatched third party offer. The contracts with National Fuel Resources, Inc.
and NUI Energy Brokers, Inc. are pursuant to this right of refusal.

                                       9
<PAGE>

ITEM 3.       LEGAL PROCEEDINGS

        None.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

        None.


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        MARKET INFORMATION. There is no established public trading market for
our units and we do not anticipate a market will develop. Our units may be
transferred only in accordance with the provisions of Article 6 of our
partnership agreement. The principal restrictions on transferability are as
follows:

       -      the consent of our managing general partner is required; and

       -      no transfer may be made which would result in materially adverse
              tax consequences to us or the violation of federal or state
              securities laws.

        An assignee may become a substituted limited partner or investor general
partner only upon meeting the following conditions:

       -      the assignor gives the assignee the right;

       -      our managing general partner consents to the substitution, which
              is in its absolute discretion;

       -      the assignee pays to us all costs and expenses incurred in
              connection with the substitution; and

       -      the assignee executes and delivers the instruments which are
              satisfactory to our managing general partner to effect the
              substitution and to confirm the assignee's agreement to be bound
              by all terms and provisions of the partnership agreement.

A substitute partner is entitled to all rights attributable to full ownership of
the assigned units, including the right to vote.

        HOLDERS.     As of December 31, 1999, there were 380 interestholders.

        DIVIDENDS. It is not anticipated that we will distribute revenues from
the sale of production until the summer of 2000. Thereafter, our managing
general partner will review our accounts quarterly to determine whether cash
distributions are appropriate and the amount to be distributed, if any. We will
distribute those funds to you and the other participants which our managing
general partner determines are not necessary for us to retain. We will not
advance or borrow funds for purposes of distributions if the amount of the
distributions would exceed our accrued and received revenues for the previous
four quarters, less paid and accrued operating costs with respect to the
revenues.

        The determination of the revenues and costs will be made in accordance
with generally accepted accounting principles, consistently applied, and cash
distributions to our managing general partner may only be made in conjunction
with distributions to you and the other participants.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        For the next 12 our months our management believes that we have adequate
capital in order to develop our wells. We had sufficient capital resources from
the closings to drill and develop approximately 54.66 net wells. No other wells
will be drilled and therefore no additional funds will be required.

        We also anticipate that the payment of operation and maintenance
costs will not begin until the wells begin to generate revenue. Although
management does not anticipate that we will have to do so, any additional
funds which may be required will be obtained from production revenues from
the wells or from borrowings from the managing general partner or its
affiliates. The managing general partner, however, is not contractually
committed to make such a loan. The amount that may be borrowed, if any
amounts are borrowed, may not at any time exceed 5% of our subscriptions. No
borrowings will be obtained from third parties. We have not and will not
devote any funds to research and development activities and there are no new
products or services. We do not have any patents, trademarks, licenses,
franchises, concessions, royalty agreements or labor contracts.

     There are no expected purchases or sale of plant and significant
equipment. We have no employees and rely on our managing general partner for
our management. See Item 9.

                                       10
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

       Our Financial Statements for the last fiscal year, together with the
opinion of the accountants thereon, are on pages 18 through 25 of this report.

ITEM 8.   CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

                                 PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

       RESPONSIBILITIES OF ATLAS. We have no employees and and rely on our
managing general partner, which also serves as driller-operator of the wells,
for management. Our managing general partner has complete and exclusive
discretion and control over our operations and activities and makes all of
our decisions affecting the wells being developed. Our managing general
partner provides continuing review and analysis of all wells and monitors all
expenditures and commitments made on our behalf. In addition, our managing
general partner performs administrative services relating to our funding and
operation, participant reporting, financial budgeting and record keeping.

       Because we have no equity securities registered pursuant to Section 12
of the Exchange Act, there is no required compliance with Section 16(A) of
the Exchange Act.

       BUSINESS OF ATLAS. Our managing general partner was incorporated in
1979 and its affiliate, Atlas Energy Group, Inc., an Ohio corporation, was
incorporated in 1973. As of December 31, 1999, our managing general partner
and its affiliates operated approximately 3,400 oil or natural gas wells
located in Ohio, Pennsylvania, and New York.

                                   11

<PAGE>

        On September 29, 1998, Atlas Group, the former parent company of our
managing general partner, merged into Atlas America, Inc., a newly formed
wholly-owned subsidiary of Resource America, Inc. Resource America is a
publicly-traded company principally engaged in real estate finance, equipment
leasing and energy and energy finance. Atlas America is continuing the
existing business of Atlas Group and is headquartered at 311 Rouser Road,
Moon Township, Pennsylvania 15108 which is also the managing general
partner's primary office.

       The managing general partner and its affiliates under Atlas America
employ a total of approximately 154 persons, consisting of 4 geologists, 9
landmen, 4 engineers, 49 operations staff, 12 accounting, 1 gas marketing,
and 18 administrative personnel. The balance of the personnel are
engineering, pipeline and field supervisors.

                                            ORGANIZATIONAL DIAGRAM (1)(2)

                                         -------------------------------------
                                                Resource America, Inc.
                                         -------------------------------------
                                                          |
                                         -------------------------------------
                                                 Atlas America, Inc.
                                         -------------------------------------
                                                          |
                                         -------------------------------------
                                                      AIC, Inc.
                                         -------------------------------------
                                                          |
<TABLE>
<S>                    <C>                   <C>               <C>                   <C>                   <C>
           ----------------------------------------------------------------------------------------------------------
           |                   |                    |                     |                   |                      |
--------------------   -------------------   ----------------  --------------------  --------------------  ---------------------
 Atlas Resources,         Atlas Energy         Transatco,       Atlas Information     Anthem Securities    Atlas Energy Group,
  Inc., managing          Corporation,         Inc., which         Management,        Inc., registered      Inc., driller and
 general partner,       managing general       owns 50% of       L.L.C., markets        broker-dealer        operator in Ohio
    driller and            partner of            Topico,         information and     and dealer-manager    ---------------------
    operator in           exploratory           operates       technology services   --------------------            |
   Pennsylvania             drilling           pipeline in     --------------------                                  |
-----------------       partnerships and          Ohio                                                               |
          |               driller and        ----------------                                                        |
          |                 operator                                                                                 |
          |            -------------------                                                                           |
--------------------                                                                                         -------------------
ARD Investments,                                                                                             AED Investments,
Inc.                                                                                                         Inc.
--------------------                                                                                         -------------------

</TABLE>
---------------------------
(1)    Resource Energy and Viking Resources, which are subsidiaries of
       Resource America, are also engaged in the oil and gas business. In the
       near term, it is expected that both Resource Energy and Viking
       Resources will retain their separate corporate existence, however,
       Atlas America will manage the assets and employees of both including
       sharing common employees. Also, many of the officers and directors of
       our managing general partner serve as officers and directors of those
       entities.

(2)    Atlas Pipeline Partners, L.P. (and Atlas Pipeline Operating
       Partnership) is a master limited partnership formed by a subsidiary of
       Atlas America as managing general partner to acquire a natural gas
       gathering system and related facilities from Resource Energy, Atlas
       America, and Viking Resources. The gathering system consists of
       approximately 888 miles of intrastate pipelines located in
       Pennsylvania, Ohio, and New York. We anticipate that this master
       limited partnership will gather and deliver natural gas produced by us
       in the Mercer County area to either public utility or interstate
       pipeline systems or industrial end-users in the area.

       DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF ATLAS. The
       executive officers, directors and significant employees of our
       managing general partner are as follows:

                                   12

<PAGE>

<TABLE>
<CAPTION>

NAME                               AGE               POSITION OR OFFICE
-------------------               ------             ---------------------------------------------
<S>                                <C>               <C>
James R. O'Mara                     57                 Vice Chairman of the Board and a Director
Charles T. Koval                    67                 Director
Tony C. Banks                       45                 President, Chief Executive Officer, and a Director
Frank P. Carolas                    40                 Vice President of Land and Geology
Jeffrey C. Simmons                  41                 Vice President of Production
William R. Seiler                   45                 Vice President and Controller
Barbara J. Krasnicki                54                 Secretary

</TABLE>

       JAMES R. O'MARA. Vice Chairman of the Board and a director of the
managing general partner and Atlas America. Mr. O'Mara joined Atlas Energy in
1975.

       CHARLES T. KOVAL. Director of the managing general partner and Atlas
America. He co-founded Atlas Energy. Mr. Koval is serving and has served as a
director of Imperial Harbors since 1980.

       TONY C. BANKS. President, Chief Executive Officer and a director of
the managing general partner and Atlas America. Mr. Banks joined Atlas Group
in 1995. 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.

       FRANK P. CAROLAS. Vice President of Geology of the managing general
partner and Atlas America. Mr. Carolas joined Atlas Energy in 1981.

       JEFFREY C. SIMMONS. Vice President of Operations of the managing
general partner and Atlas America. Since 1997 Mr. Simmons has also been
Executive Vice President, Chief Operating Officer and director of Resource
Energy. Mr. Simmons joined Resource America in 1986 as a senior petroleum
engineer.

       WILLIAM R. SEILER. Vice President and Controller of the managing
general partner and Atlas America. Mr. Seiler has over 25 years of
accounting, financial reporting, financial analysis, and mergers and
acquisitions experience in the oil and gas industry with Consolidated Natural
Gas Company before joining Atlas America and the managing general partner in
July of 1999. Mr. Seiler joined CNG's corporate headquarters in 1974 as an
accounting clerk and progressed to his final position as an officer of CNG as
corporate assistant controller.

       BARBARA J. KRASNICKI. Secretary of the managing general partner. Ms.
Krasnicki has been with Atlas America and its predecessors since their
inception in 1971. She was the office and personnel manager. She was elected
secretary of the managing general partner in August, 1999.

                                   13
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

       We have no employees and rely on the employees of our managing general
partner and its affiliates for services. Thus, we did not directly pay any
compensation to the employees of our managing general partner for the last
fiscal year. See Item 12, "Certain Relationships and Related Transactions,"
below for compensation which we paid to our managing general partner.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        As of December 31, 1999, we had issued and outstanding 1,110.9811
units. No officer or director of our managing general partner owns any units.
Also, no partner beneficially owns more than 10% of our outstanding units.

       Resource America owns 100% of the common stock of Atlas America, which
owns 100% of the common stock of AIC, Inc., which owns 100% of the common
stock of our managing general partner.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        OIL AND GAS REVENUES. Our managing general partner is allocated 29%
of our oil and gas revenues in return for having paid organization and
offering costs equal to 20% of our subscriptions, 43.75% of tangible costs
and contributing all leases for a total capital contribution of $3,148,181.

        LEASES. Our managing general partner contributed to us (at the lower
of fair market value or its cost of the prospects) 58 undeveloped prospects
to drill approximately 54.66 net wells. Our managing general partner received
a credit in the amount of $198,000 for these prospects.

        ADMINISTRATIVE COSTS. Our managing general partner and its affiliates
will receive an unaccountable, fixed payment reimbursement for their
administrative costs of $75 per well per month, which will be proportionately
reduced if we acquired less than 100% of the working interest in a well. Our
managing general partner will receive $49,194 for our first 12 months of
operations.

       DIRECT COSTS. Our managing general partner and its affiliates will be
reimbursed for all direct costs expended on our behalf.

        DRILLING CONTRACTS. On December 3, 1999, we entered into a drilling
contract with our managing general partner to drill and complete 49.66 net
wells which was amended on December 31, 1999, to drill and complete an
additional 5 wells. We paid the managing general partner for drilling and
completing our wells an amount equal to $37.81 per foot to the depth of the
well at its deepest penetration, proportionately reduced if we acquired less
than 100% of the working interest in a well. The total amount received by our
managing general partner was $11,088,975 for drilling and completing the
wells.

        PER WELL CHARGES. As the wells begin production our managing general
partner, as operator, will be reimbursed at actual cost for all direct
expenses incurred on our behalf and will receive 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. The
well supervision fees are proportionately reduced to the

                                   14

<PAGE>

extent we acquired less than 100% of the working interest in a well.

        As operator our managing general partner charges us at cost for third
party services and materials provided for each well which has been placed in
operation.

        TRANSPORTATION AND MARKETING FEES. We will pay a combined
transportation and marketing charge at a competitive rate, which is currently
$0.29 for each mcf transported, to Atlas Pipeline Partners, L.P., an
affiliate of Atlas America, for natural gas which we produce. See footnote 2
to the Organizational Diagram for a discussion of the change of ownership of
the gathering system.

        DEALER-MANAGER FEES. Our managing general partner's affiliate, Anthem
Securities, as dealer-manager received a 2.5% dealer-manager fee, a 7.5%
sales commission and a .5% reimbursement of the selling agent's accountable
due diligence fees in the amount of $1,164,342. The dealer-manager will receive
no further compensation from us.

        OTHER COMPENSATION. We will reimburse our managing general partner
for any loan it may make to us at a competitive rate of interest. If our
managing general partner provides equipment, supplies and other services to
us it may do so at competitive industry rates.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

       We have not filed any reports on Form 8-K during the last quarter of
the period covered by this report.

(a)   Exhibits

        See Exhibit Index on page 16.

                                   15

<PAGE>


                               EXHIBIT INDEX

<TABLE>
<CAPTION>

                   DESCRIPTION
                   -----------
<S>     <C>
4(a)    Certificate of Limited Partnership for
        Atlas-Energy for the Nineties-Public #8 Ltd.

4(b)    Amended and Restated Certificate and Agreement
        of Limited Partnership for Atlas-Energy for the
        Nineties-Public #8 Ltd. dated December 31, 1999

10(a)   Drilling and Operating Agreement with exhibits


</TABLE>

                                   16

<PAGE>

                              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 #8 Ltd.

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

By   (Signature and Title):     /s/ Tony C. Banks
                                ----------------------------------------------
                                Tony C. Banks, President, Chief Executive
                                      Officer and a Director
Date:  April 14, 2000


        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, Director

Date:  April 14, 2000


By  (Signature and Title):      /s/ Tony C. Banks
                                ----------------------------------------------
                                Tony C. Banks, President, Chief Executive
                                      Officer and a Director
Date:  April 14, 2000



                            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.

                                     17

<PAGE>

                        FINANCIAL STATEMENT AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                 ATLAS-ENERGY FOR THE NINETIES - PUBLIC #8 LTD.
                       A PENNSYLVANIA LIMITED PARTNERSHIP


                                December 31, 1999













                                     18

<PAGE>

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
ATLAS-ENERGY FOR THE NINETIES - PUBLIC #8 LTD.
A PENNSYLVANIA LIMITED PARTNERSHIP

We have audited the accompanying balance sheet of Atlas-Energy for The
Nineties - Public #8 Ltd., A Pennsylvania Limited Partnership, as of December
31, 1999, and the related statements of operations and changes in partners'
capital and cash flows for the period June 18, 1999 (date of formation) to
December 31, 1999. 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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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
statement. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of Atlas-Energy for The Nineties
-Public #8 Ltd. as of December 31, 1999 and the results of its operations,
changes in partners' capital accounts and cash flows for the period June 18,
1999 (date of formation) to December 31, 1999, in conformity with accounting
principles generally accepted in the United States.


/s/ Grant Thornton LLP

Cleveland, Ohio
March 1, 2000

                                     19

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                                  BALANCE SHEET

                                December 31, 1999


<TABLE>
<CAPTION>


                                     ASSETS
<S>                                                                                <C>
Oil and gas well drilling contracts and leases                                      $12,573,810
                                                                                   ============




                   LIABILITIES AND PARTNERS' CAPITAL

Interest payable                                                                        $15,003

Partners' capital:
   Managing General Partner                                                           1,469,832
   Limited Partners (1,110.98 units)                                                 11,088,975
                                                                                   ------------
                                                                                     12,558,807
                                                                                   ------------

                                                                                    $12,573,810
                                                                                   ============


</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.



                                     20

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                           STATEMENT OF OPERATIONS AND
                      CHANGES IN PARTNERS' CAPITAL ACCOUNTS

                    From June 18, 1999 (date of formation) to
                                December 31, 1999



<TABLE>
<CAPTION>

                                                       MANAGING
                                                        GENERAL                 LIMITED
                                                        PARTNER                PARTNERS                 TOTAL
                                                      ------------          --------------          -------------
<S>                                                   <C>                   <C>                     <C>
PARTNERS' CAPITAL CONTRIBUTIONS

   Cash                                               $         -           $  11,088,975           $ 11,088,975
   Syndication costs                                    1,643,346                       -              1,643,346
   Organizational costs                                    20,000                       -                 20,000
   Tangible costs                                       1,286,835                       -              1,286,835
   Leasehold costs                                        198,000                       -                198,000
                                                      ------------          --------------          -------------
                                                        3,148,181              11,088,975             14,237,156

SYNDICATION COSTS                                      (1,643,346)                      -             (1,643,346)

EXPENSES

   Organization costs                                     (20,000)                      -                (20,000)
   Interest expense                                       (15,003)                      -                (15,003)
                                                      ------------          --------------          -------------

          NET LOSS                                        (35,003)                      -                (35,003)
                                                      ------------          --------------          -------------

          PARTNERS' CAPITAL
               AT END OF YEAR                         $ 1,469,832           $  11,088,975           $ 12,558,807
                                                      ============          ==============          =============


</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.


                                     21

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                             STATEMENT OF CASH FLOWS

                    From June 18, 1999 (date of formation) to
                                December 31, 1999


<TABLE>


<S>                                                                                     <C>
Cash flows from operating activities:
   Net loss                                                                             $    (35,003)
   Adjustments to reconcile net loss to net cash provided by operating
      activities:
          Organization costs                                                                  20,000
          Increase in interest payable                                                        15,003
                                                                                        ------------

               Net cash provided by operating activities                                           -


Cash flows used in investing activities:
    Oil and gas well drilling contracts                                                  (11,088,975)


Cash flows from financing activities:
   Partners' capital contributions                                                        11,088,975
                                                                                        ------------

          CASH AT DECEMBER 31, 1999                                                     $          -
                                                                                        ============


SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
   Assets contributed by Managing General Partner
      Tangible costs                                                                      $1,286,835
      Syndication costs                                                                    1,643,346
      Organizational costs                                                                    20,000
      Lease costs                                                                            198,000
                                                                                        ------------

                                                                                        $  3,148,181
                                                                                        ============


</TABLE>


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT.

                                     22

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                          NOTES TO FINANCIAL STATEMENT

                                December 31, 1999

A summary of significant accounting policies applied in the preparation of the
accompanying financial statements follows:

1.       ORGANIZATION AND DESCRIPTION OF BUSINESS

         Atlas-Energy for the Nineties - Public #8 Ltd. (the "Partnership") is
         a Pennsylvania Limited Partnership that was formed on June 18, 1999.
         Atlas Resources, Inc. ("Atlas") of Pittsburgh, Pennsylvania (a
         wholly-owned subsidiary of Atlas America, Inc.), serves as Managing
         General Partner and Operator, and the subscribers to Units will be
         either Limited Partners or Investor General Partners depending on
         their election.

         The Partnership will be funded to drill Development Wells which are
         located primarily in the Mercer County area of Pennsylvania, although
         the Managing General Partner has reserved the right to use up to 20%
         of the Partnership Subscription to drill wells in other areas of the
         United States.

         Subscriptions at a cost of $10,000 per unit will be sold through
         wholesalers and broker-dealers including Anthem Securities, Inc., an
         affiliated company, which will be compensated in an amount equal to
         10% of the subscription plus a .5% accountable due diligence expense.
         Commencement of Partnership operations is subject to the receipt of
         minimum Partnership subscriptions of $1,000,000 (to a maximum of
         $18,000,000) by December 31, 1999. As of December 31, 1999, there were
         380 investors which contributed $11,088,975.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The financial statements are prepared in accordance with generally
         accepted accounting principles.

         The Partnership proposes to use the successful efforts method of
         accounting for oil and gas producing activities. Costs to acquire
         mineral interests in oil and gas properties and to drill and equip
         wells are capitalized. Depreciation and depletion will be provided on
         a field-by-field basis using the unit-of-production method based on
         periodic estimates of oil and gas reserves.

         The Partnership prepaid drilling costs of $11,088,975 pursuant to the
         drilling and operating agreement. All oil and gas development
         activities are scheduled to be drilled in the first quarter of 2000.
         Recoverability of the cost of oil and gas properties is dependent upon
         the results of such development activities.

         Undeveloped leaseholds and proved properties will be assessed
         periodically or whenever events or circumstances indicate that the
         carrying amount of these assets may not be recoverable. Proved
         properties will be assessed based on estimates of future cash flows.


                                     23

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                    NOTES TO FINANCIAL STATEMENT - CONTINUED

                               December 31, 1999

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes. Actual results could differ from
         these estimates.

         In 1998, the AICPA issued Statement of Position 98-5, Reporting on the
         Costs of Start-Up Activities. This statement requires costs of
         start-up activities and organization costs, as defined, to be expensed
         as incurred. The Partnership was required to adopt the provisions of
         SOP 98-5 effective January 1, 1999 and as a result organization costs
         were expensed as incurred.

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.

4.       PARTICIPATION IN REVENUES AND COSTS

         Atlas and the other partners will generally participate in revenues
         and costs in the following manner:


<TABLE>
<CAPTION>

                                                                                                  OTHER
                                                                               ATLAS            PARTNERS
                                                                          -----------------------------------
               <S>                                                        <C>                   <C>
                Organization and offering costs                                 100%                  0%
                Lease costs                                                     100%                  0%
                Revenues                                                         29%                 71%
                Direct operating costs                                           29%                 71%
                Intangible drilling costs                                         0%                100%
                Tangible costs                                                  43.75%             56.25%
                Tax deductions:
                    Intangible drilling and development costs                     0%                100%
                    Depreciation                                                43.75%             56.25%
                    Depletion allowances                                          29%                 71%


</TABLE>


                                     24

<PAGE>

                 Atlas-Energy for the Nineties - Public #8 Ltd.
                      (A Pennsylvania Limited Partnership)

                    NOTES TO FINANCIAL STATEMENT - CONTINUED

                                December 31, 1999

5.       TRANSACTIONS WITH ATLAS AND ITS AFFILIATES

         The Partnership intends to enter into the following significant
         transactions with Atlas and its affiliates as provided under the
         Partnership agreement:

                  Drilling contracts to drill and complete Partnership wells at
                  an anticipated cost of $37.81 per foot on completed wells.
                  Drilling costs paid in 1999 amounted to $11,088,975.

                  Administrative costs at $75 per well per month. No
                  administrative costs were incurred in 1999.

                  Well supervision fees initially of $275 per well per month
                  plus the cost of third party materials and services. No well
                  supervision fees were incurred in 1999.

                  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 2004 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 11.6% 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, 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.

8.       INDEMNIFICATION

         In order to limit the potential liability of the investor general
         partners, Atlas Resources, Inc. has 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

         The supplementary information of natural gas and oil activities
         required by SFAS No. 69, DISCLOSURES ABOUT OIL AND GAS PRODUCING
         ACTIVITIES, has not been presented because the Partnership did not
         commence operations until 2000.


                                     25