<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 [Fee Required]

                   For the fiscal year ended December 31, 2003

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

                        Commission file number 333-105811

                Atlas America Public #12-2003 Limited Partnership
                 (Name of small business issuer in its charter)

                Delaware                                     54-2113989
     --------------------------------                    -------------------
     (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
            ---   ---

                                       1
<PAGE>

                ATLAS AMERICA PUBLIC #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)
                             INDEX TO ANNUAL REPORT
                                 ON FORM 10-KSB
<TABLE>
<CAPTION>
PART I                                                                                                           Page
------                                                                                                           ----
<S>     <C>       <C>                                                                                            <C>
     Item 1:    Business....................................................................................    3 - 5
     Item 2:    Properties..................................................................................     6-10
     Item 3:    Legal Proceedings...........................................................................       10
     Item 4:    Submission of Matters to a Vote of Security Holders.........................................       10

PART II
-------

     Item 5:    Market for Registrant's Common Equity and Related Security Holder Matters...................      11
     Item 6:    Management's Discussion and Analysis of Financial Condition
                and Results of Operations...................................................................  11 - 13
     Item 7:    Financial Statements........................................................................  14 - 24
     Item 8:    Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure......................................................       24
     Item 8A:   Controls and Procedures.....................................................................       25



PART III
--------

     Item 9:    Directors, Executive Officers and Significant Employees,
                Compliance with Section (16b) of the Exchange Act...........................................    25-28
     Item 10:   Executive Compensation......................................................................       28
     Item 11:   Security Ownership of Certain Beneficial Owners and Management..............................       28
     Item 12:   Certain Relationships and Related Transactions..............................................  28 - 29
     Item 13:   Exhibits and Reports on Form 8-K............................................................       29
     Item 14:   Principal Accountant Fees and Services......................................................       29

SIGNATURES..................................................................................................       31

CERTIFICATIONS..............................................................................................    32-35
</TABLE>


                                       2
<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         General. We were formed as a Delaware limited partnership on October
17, 2003, with Atlas Resources, Inc. as our managing general partner. Our
operations are scheduled to commence the first quarter of 2004. We will drill
and operate wells located primarily in western Pennsylvania. We have no
employees and rely on our managing general partner for management. See Item 9
"Directors, Executive Officers and Significant Employees, Compliance With
Section 16(b) of the Exchange Act."

         At December 31, 2003 we had 1,101 investors who contributed $40,168,500
that was paid to our managing general partner as operator and general drilling
contractor under our drilling and operating agreement. Our managing general
partner will contribute 66% of the equipment costs of drilling and completing
our wells, which we estimate will be approximately $6,800,000. Together, these
will be the only funds available to us for drilling activities. We will drill an
estimated 224 development wells in which we will have an interest. However, we
cannot guarantee that all of our proposed wells will be drilled or completed.
Each of our proposed wells is unique and the ultimate costs incurred may be more
or less than our current estimates.

         Our managing general partner paid 100% of the organization and offering
costs and contributed all of the leases associated with our proposed well sites
for a total contribution of approximately $7,100,000.

         Business Strategy. Once completed, our wells will produce natural gas
and to a far lesser extent oil, which will be our only products. Most of our gas
will be gathered and delivered to market through Atlas Pipeline Partners' gas
gathering system which is managed by an affiliate of our managing general
partner. We do not plan to sell any of our wells and will continue to produce
them until they are depleted at which time they will be plugged and abandoned.
No other wells will be drilled beyond those initially drilled after our
partnership formation. See Item 2 "Properties" for information concerning our
wells.

         Our ongoing operating and maintenance costs are expected to be
fulfilled through revenues from the sale of our gas and oil production. We will
pay our managing general partner a monthly well supervision fee of $275 per
well, as outlined in our drilling and operating agreement. This well supervision
fee covers all normal and regularly recurring operating expenses for the
production and sale of gas and to a lesser extent oil, such as:

         o  well tending, routine maintenance and adjustment;

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

         o  preparing reports to us and to government agencies.

         The well supervision fees, however, will not include costs and expenses
related to the purchase of certain equipment, materials and brine disposal. If
these expenses are incurred, we will pay at cost for third party services and
materials and a reasonable charge for services performed directly by our
managing general partner or its affiliates. Also, beginning three years after
each of our wells has been placed into production our managing general partner,
as operator, may retain $200 of our revenues per month to cover the estimated
future plugging and abandonment costs of the well.

                                       3
<PAGE>



         Markets and Competition. The availability of a ready market for natural
gas and oil produced by us, and the price obtained, depends upon numerous
factors beyond our control, including the extent of domestic production, import
of foreign natural gas and oil, political instability in oil and gas producing
countries and regions, market demand, the effect of federal regulation on the
sale of natural gas and oil in interstate commerce, other governmental
regulation of the production and transportation of natural gas and oil and the
proximity, availability and capacity of pipelines and other required facilities.
Our managing general partner is responsible for selling our natural gas
production, and its policy is to treat all wells in a given geographic area
equally. Our natural gas will be sold as discussed in Item 2, Properties -
Delivery Commitments. Historically, our managing general partner has not
experienced problems selling natural gas and oil under such commitments,
although prices we will receive will vary during and after the period, sometimes
significantly. Product availability and price are the principal means of
competition in selling natural gas and oil production. While it is impossible to
accurately determine our comparative position in the industry, we do not
consider our operations to be a significant factor in the industry. Without the
commitments discussed in Item 2, Properties - Delivery Commitments our managing
general partner may sell our gas through similar commitments to other purchasers
or at existing spot market prices.

         Governmental Regulation. The energy industry in general is heavily
regulated by federal and state authorities, including regulation of production,
environmental quality and pollution control. The intent of federal and state
regulations generally is to prevent waste, protect rights to produce natural gas
and oil between owners in a common reservoir and control contamination of the
environment. Failure to comply with regulatory requirements can result in
substantial fines and other penalties. The following discussion of the
regulations of the United States energy industry does not intend to constitute a
complete discussion of the various statutes, rules, regulations and
environmental orders to which our operations may be subject.

         Regulation of oil and gas producing activates. State regulatory
agencies where a producing natural gas well is located provide a comprehensive
statutory and regulatory scheme for oil and gas operations such as ours
including supervising the production activities and the transportation of
natural gas sold in intrastate markets. Our oil and gas operations in
Pennsylvania are regulated by the Department of Environmental Resources,
Division of Oil and Gas, and our oil and gas operations in Ohio are regulated by
the Ohio Department of Natural Resources, Division of Oil and Gas. Among other
things, the regulations involve:

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

         o  minimum well spacing requirements;

         o  restrictions on well locations and underground gas storage;

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

         o  landowner notification requirements;

         o  certain bonding or other security measures;

         o  various reporting requirements;

         o  well plugging standards and procedures; and

         o  broad enforcement powers.


                                       4

<PAGE>


         Environmental and Safety Regulation. Under the Comprehensive
Environmental Response, Compensation and Liability Act, the Toxic Substances
Control Act, the Resource Conservation and Recovery Act, the Oil Pollution Act
of 1990, the Clean Air Act, and other federal and state laws relating to the
environment, owners and operators of wells producing natural gas or oil, and
pipelines, can be liable for fines, penalties and clean-up costs for pollution
caused by the wells or the pipelines. Moreover, the owners' or operators'
liability can extend to pollution costs from situations that occurred prior to
their acquisition of the assets. State public utility regulators in Ohio and
Pennsylvania have either adopted federal standards or promulgated their own
safety requirements consistent with the federal regulations.

         We believe we have complied in all material respects with applicable
state regulations and do not expect that these regulations will have a material
adverse impact on our operations. Our producing activities also must comply with
various federal, state and local laws not mentioned, including those covering
the discharge of materials into the environment, or otherwise relating to the
protection of the environment. Although this compliance may cause delays or
increase our costs, currently we do not believe these costs will be substantial.
However, we cannot predict, the ultimate costs of complying with present and
future environmental laws and regulations because these laws and regulations are
constantly being revised and ultimately may have a material impact to our
operations to remain in compliance. Additionally, we cannot obtain insurance to
protect against many types of environmental claims.

Where can you find more information. We will file Form 10-KSB Annual Report and
Form 10-QSB Quarterly Report as well as other non-recurring special purpose
reports with the Securities and Exchange Commission. A complete list of our
filings is available on the Securities and Exchange Commission's website at
WWW.SEC.GOV. Any of our filings are also available at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The Public Reference
Room may be contacted at 1-800- SEC-0330 for further information.

Additionally, our Managing General Partner will provide you copies of any of
these reports without charge. Such requests should be made to:


                Atlas America Public #12-2003 Limited Partnership
                                 311 Rouser Road
                             Moon Township, PA 15108


                                       5
<PAGE>


ITEM 2. PROPERTIES

         Drilling Activity. At December 31, 2003, we have drilled and completed
five wells. All the wells drilled were development wells, which means a well
drilled within the proved area of an oil or gas reservoir to the depth of a
stratigraphic horizon known to be productive.

<TABLE>
<CAPTION>
                                                              Development Wells
                                      ------------------------------------------------------------------------
                                                Productive (1)                           Dry (2)
                                      -----------------------------------    ---------------------------------
                                         Gross (3)           Net (4)           Gross (3)           Net (4)
                                      ----------------   ----------------    ---------------    --------------
<S>                                         <C>                <C>                <C>                <C>
At December 31, 2003                         5                  5                  -                  -
</TABLE>
--------------
(1)  A "productive well" generally means a well that is not a dry hole.
(2)  A "dry hole" generally means a well found to be incapable of producing
     either oil or gas in sufficient quantities to justify completion as an oil
     or gas well. The term "completion" refers to the installation of permanent
     equipment for the production of oil or gas or, in the case of a dry hole,
     to the reporting of abandonment to the appropriate agency.
(3)  A "gross" well is a well in which we have a working interest.
(4)  A "net" well equals the actual working interest we own 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.

         Summary of Productive Wells. The table below shows the number of our
productive gross and net wells at December 31, 2003, in which we have a working
interest. All of our wells are classified as gas wells.
<TABLE>
<CAPTION>
                                                                   Number of Productive Wells
                                                                   --------------------------
                            Location                                 Gross           Net
                            --------                                 -----           ---
             <S>                                                      <C>            <C>
         Pennsylvania                                                  5              5
         Ohio............................................              -              -
                                                                     ----           ----
            Total........................................              5              5
                                                                     ====           ====
</TABLE>

         Production. We began to sell production from our productive wells in
the first quarter of 2004, consequently we do not have any production
information to report through December 31, 2003.


                                       6

<PAGE>

         Natural Gas and Oil Reserve Information. The following tables summarize
 information regarding our estimated proved natural gas and oil reserves as of
 the date indicated. All of our reserves are located in the United States. We
 base our estimates relating to our proved natural gas reserves and future net
 revenues of natural gas reserves upon internally prepared reports. In
 accordance with SEC guidelines, we make the SEC PV-10 estimates of future net
 cash flows from proved reserves using natural gas sales prices in effect as of
 the dates of the estimates which are held constant throughout the life of the
 properties. We based our estimates of proved reserves upon the following
 year-end weighted average prices:

         At December 31, 2003

         Natural gas (per mcf)..............................       $   6.64
         Oil (per bbl)......................................       $  29.25

         Reserve estimates are imprecise and may change as additional
information becomes available. Furthermore, estimates of natural gas and oil
reserves, of necessity, are projections based on engineering data. There are
uncertainties inherent in the interpretation of this data as well as the
projection of future rates of production and the timing of development
expenditures. Reservoir engineering is a subjective process of estimating
underground accumulations of natural gas and oil that cannot be measured in an
exact way, and the accuracy of any reserve estimate is a function of the quality
of available data and of engineering and geological interpretation and judgment.
Reserve reports of other engineers might differ from the reports we prepared.
Results of drilling, testing and production subsequent to the date of the
estimate may justify revision of this estimate. Future prices received from the
sale of natural gas may be different from those we estimated in preparing our
reports. The amounts and timing of future operating, development and abandonment
costs may also differ from those used. Accordingly, the reserves set forth in
the following tables ultimately may not be produced and the proved undeveloped
reserves may not be developed within the periods anticipated. You should not
construe the estimated PV-10 values as representative of the fair market value
of our proved natural gas properties. PV-10 values are based upon projected cash
inflows, which do not provide for changes in natural gas and oil prices or for
escalation of expenses and capital costs. The meaningfulness of these estimates
depends upon the accuracy of the assumptions upon which they were based.

         We evaluate natural gas reserves at constant temperature and pressure.
A change in either of these factors can affect the measurement of natural gas
reserves. We deducted when applicable, operating costs, development costs and
production-related and ad valorem taxes in arriving at the estimated future cash
flows. We made no provision for income taxes, and based the estimates on
operating methods and conditions prevailing as of the dates indicated. We cannot
assure you that these estimates are accurate predictions of future net cash
flows from natural gas reserves or their present value. For additional
information concerning our natural gas reserves and estimates of future net
revenues, see notes to our Financial Statements.


                                       7
<PAGE>

At December 31, 2003, the Managing General Partner contributed well sites from
their lease inventory. The wells are to be completed by the end of the second
quarter of the fiscal year ending December 2004. Reserve information below
relates only to those sites that were part of the Managing General Partner's
proved undeveloped lease inventory.
<TABLE>
<CAPTION>
                                                                         December 31,
                                                                             2003
                                                                       ---------------
             <S>                                                              <C>
         Natural gas reserves - Proved Reserves (Mcf)(1)(5):
            Proved developed reserves (2)..........................                 -
            Proved undeveloped reserves (3)........................         1,631,422
                                                                       ---------------
              Total proved reserves of natural gas.................         1,631,422
                                                                       ===============

         PV-10 estimate of cash flows of proved reserves  (4)(5):
            Proved developed reserves..............................    $            -
            Proved undeveloped reserves............................         4,575,333
                                                                       ---------------
              Total PV-10 estimate.................................        $4,575,333
                                                                       ===============
</TABLE>
--------------
(1)  "Proved reserves" generally means the estimated quantities of crude oil,
     natural gas, and natural gas liquids which geological and engineering data
     demonstrate with reasonable certainty to be recoverable in future years
     from known reservoirs under existing economic and operating conditions,
     i.e., prices and costs as of the date the estimate is made. Prices include
     consideration of changes in existing prices provided only by contractual
     arrangements, but not on escalations based upon future conditions.
     Reservoirs are considered proved if economic production is supported by
     either actual production or conclusive formation test. The area of a
     reservoir considered proved includes: that portion delineated by drilling
     and defined by gas-oil and/or oil-water contacts, if any; and the
     immediately adjoining portions not yet drilled, but which can be reasonably
     judged as economically productive on the basis of available geological and
     engineering data.

(2)  "Proved developed reserves" generally means reserves that can be expected
     to be recovered through existing wells with existing equipment and
     operating methods.

(3)  "Proved undeveloped reserves" generally means reserves that are expected to
     be recovered from new wells on undrilled acreage, or from existing wells
     where a relatively major expenditure is required for recompletion. Reserves
     on undrilled acreage shall be limited to those drilling units offsetting
     productive units that are reasonably certain of production when drilled.

(4)  The present value of estimated future net cash flows is calculated by
     discounting estimated future net cash flows by 10% annually.

(5)  Please see Regulation S-X rule 4-10 for complete definitions of each
     reserve category.

         We have not filed any estimates of our oil and gas reserves with, nor
 were such estimates included in any reports to, any Federal or foreign
 governmental agency other than the SEC within the 12 months before the date of
 this filing. For additional information concerning oil and gas reserves and
 activities, see the notes to our Financial Statements.


                                       8

<PAGE>

Title to Properties. We believe that we hold good and indefeasible title to our
properties, in accordance with standards generally accepted in the natural gas
industry, subject to exceptions stated in the opinions of counsel employed by us
in the various areas in which we conduct our activities. We do not believe that
these exceptions detract substantially from our use of any property. As is
customary in the natural gas industry, we conduct only a perfunctory title
examination at the time we acquire a property. Before we commence drilling
operations, we conduct an extensive title examination and we perform curative
work on defects that we deem significant. We have obtained title examinations
for substantially all of our managed producing properties. No single property
represents a material portion of our holdings.

         Our properties are subject to royalty, overriding royalty and other
outstanding interests customary in the industry. Our properties are also subject
to burdens such as liens incident to operating agreements, taxes, development
obligations under natural gas and oil leases, farm-out arrangements and other
encumbrances, easements and restrictions. We do not believe that any of these
burdens will materially interfere with our use of our properties.

       Acreage. The table below shows the estimated acres of developed and
undeveloped oil and gas acreage in which we have an interest by state at
December 31, 2003.
<TABLE>
<CAPTION>
                                                      Undeveloped Acreage (3)                  Developed Acreage
                                                     ---------------------------             ---------------------
Location                                             Gross (1)           Net (2)              Gross            Net
--------                                             ---------           -------             -------          ----
<S>                                                   <C>                <C>                   <C>             <C>
  Pennsylvania................................        4,534              4,413                  -               -
</TABLE>
------------
(1)  A "gross" acre is an acre in which we own a working interest.
(2)  A "net" acre equals the actual working interest we own in one gross acre
     divided by one hundred. For example, a 50% working interest in an acre is
     one gross acre, but a .50 net acre.
(3)  "Undeveloped acreage" is those lease acres on which wells have not been
     drilled or completed to a point that would permit the production of
     commercial quantities of oil and gas regardless of whether or not the
     acreage contains proved reserves.

      Delivery Commitments. Our managing general partner, Resource Energy, Inc.
and Atlas Energy Group, Inc, both of which are affiliates of our managing
general partner, have a natural gas supply agreement with First Energy Solutions
Corporation for a 10-year term, which began on April 1, 1999. Substantially all
of our gas will be sold through this agreement. Subject to certain exceptions,
First Energy Solutions Corporation has a last right of refusal to buy all of the
natural gas produced and delivered by the managing general partner, its
affiliates and partnerships at certain delivery points with the facilities of
East Ohio Gas Company, National Fuel Gas Distribution, Columbia of Ohio, and
Peoples Natural Gas Company, which are local distribution companies; and
National Fuel Gas Supply, Columbia Gas Transmission Corporation, Tennessee Gas
Pipeline Company, and Texas Eastern Transmission Company, which are interstate
pipelines.

First Energy Solutions Corporation is the marketing affiliate of First Energy
Corporation, which is based in Akron, Ohio and is a large regional electric
utility listed on the New York Stock Exchange and trading under the symbol (FE).
First Energy Corporation has provided a guaranty of the monetary obligations of
First Energy Solutions Corporation of an amount up to $15 million for a period
until March 31, 2005, which will continue on a monthly basis thereafter unless
terminated on 30 days notice. As of January 1, 2004, this guaranty would cover
natural gas sales of all the managing general partner's partnerships for
approximately 85 days of sales.

The pricing arrangements with First Energy Solutions Corporation and other third
parties are tied to the New York Mercantile Exchange Commission ("NYMEX")
monthly futures contract price, which is reported daily in the Wall Street
Journal. The total price received for each partnership's gas is a combination of
the monthly NYMEX futures price plus a fixed basis. For example, the NYMEX
futures price is the base price and there is an additional premium paid because
of the location of the gas (the Appalachian Basin) in relation to the gas
market, which is referred to as the basis. The premium over quoted prices on the
NYMEX received by the managing general partner and its affiliates has ranged


                                       9


<PAGE>

between $0.33 to $0.46 per Mcf during the past three fiscal years. The agreement
with First Energy Solutions Corporation may be suspended for force majeure,
which means generally such things as an act of God, fire, storm, flood, and
explosion, but also includes the permanent closing of the factories of Carbide
Graphite or Duferco Farrell Corporation during the term of First Energy
Solutions Corporation's agreements to sell natural gas to them. If these
factories were closed, however, the managing general partner believes that First
Energy Solutions Corporation would be able to find alternative purchasers and
would not invoke the force majeure.

Pricing for natural gas and oil has been volatile and unpredictable for many
years. The agreement with First Energy Solutions Corporation also permits the
managing general partner and its affiliates to implement gas price hedges
through First Energy Solutions Corporation. First Energy Solutions Corporation
and the other third-party marketers also use NYMEX based financial instruments
to hedge their pricing exposure and make price-hedging opportunities available
to the managing general partner. The majority of the managing general partner's
hedges are implemented through its natural gas purchasers. These transactions
are similar to NYMEX based futures contracts, swaps and options, but also
require firm delivery of the hedged quantity. Thus, the managing general partner
limits these arrangements to much smaller quantities than those projected to be
available at any delivery point. The price paid by First Energy Solutions
Corporation and any other third-party marketers for certain volumes of natural
gas sold under these hedge agreements may be significantly different from the
underlying monthly spot market value. Additionally, to limit the managing
general partner's and its partnerships' exposure to changes in natural gas
prices the managing general partner uses hedges through contracts including
regulated NYMEX futures and options contracts and non-regulated over-the-counter
futures contracts with qualified counterparties. The futures contracts employed
by the managing general partner are commitments to purchase or sell natural gas
at future dates and generally cover one-month periods for up to 24 months in the
future. The overall portion of our natural gas portfolio that is hedged changes
from time to time.

To assure that all financial instruments will be used solely for hedging price
risks and not for speculative purposes, the managing general partner has
established a committee to assure that all gas prices hedges, either those
through a third party marketer or through contracts are done in compliance with
the managing general partner's hedging policies and procedures. The managing
general partner does not intend to contract for positions that it cannot offset
with actual production.

We are not required to provide any fixed and determinable quantities of gas
under any agreement other than agreements that are a consequence of limited
hedging agreements with First Energy Solutions Corporation. For the next twelve
months, our Managing General Partner anticipates that approximately 56% of our
natural gas will be sold to both UGI Energy Services Inc. and Colonial Energy
Inc. and the balance to the other markets.

ITEM 3.  LEGAL PROCEEDINGS

         None.


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

         None.


                                       10

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
         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 VI of our
partnership agreement which require that:

         o  our managing general partner consent;

         o  the transfer not result in materially adverse tax consequences to
            us; and

         o  the transfer not violate federal or state securities laws.

An assignee of a unit may become a substituted partner only on meeting the
following conditions:

         o  the assignor gives the assignee the right;

         o  our managing general partner consents to the substitution;

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

         o  the assignee executes and delivers the instruments which our
            managing general partner requires to effect the substitution and to
            confirm his or her agreement to be bound by the terms of our
            partnership agreement.

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

         Holders. As of December 31, 2003, we had 1,101 interest holders.

         Distributions. Our managing general partner reviews our accounts
quarterly to determine whether cash distributions are appropriate and the amount
to be distributed, if any. We distribute those funds, which our managing general
partner determines are not necessary for us to retain, to our partners and the
other participants. We will not advance or borrow 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. During the calendar year
ended December 31, 2003, we did not have any distributions.

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

        Forward-Looking Statements. When used in this Form 10-KSB, the words
"believes" "anticipates" "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain
risks and uncertainties more particularly described in Item 1 of this report.
These risks and uncertainties could cause actual results to differ materially.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to publicly release the results of any revisions to forward-looking statements
which we may make to reflect events or circumstances after the date of this Form
10-KSB or to reflect the occurrence of unanticipated events.

         The plan of operations and liquidity discussion should be read in
conjunction with our Financial Statements and the notes to our Financial
Statements.


                                       11
<PAGE>

For the next 12 months our managing general partner believes that we have
adequate capital to develop approximately 224 gross (213.5 net) wells under our
drilling and operating agreement. Our producing operations are scheduled to
commence the first quarter of 2004. Our wells will be drilled primarily in
western Pennsylvania. Funds contributed by our investor partners and our
managing general partner after our formation will be the only funds available to
us for drilling activities, no other wells will be drilled after this initial
group. Although we estimate that 224 gross development wells will be drilled, we
cannot guarantee that all of our proposed wells will be drilled or completed.
Each of our proposed wells is unique and the ultimate costs incurred may be more
or less than our current estimates.

         Our ongoing operating and maintenance costs are expected to be
fulfilled through revenues from the sale of our gas and oil production. Although
we do not anticipate a shortfall to pay for our ongoing expenses, if one were to
occur, funds will be borrowed from our managing general partner or its
affiliates, which are not contractually committed to make a loan. The amount we
may borrow may not at any time exceed 5% of our total subscriptions and no
borrowings will be obtained from third parties.

         We have not and will not devote any funds to research and development
activities and no new products or services will be introduced. We do not plan to
sell any of our wells and will continue to produce them until they are depleted
at which time they will be plugged and abandoned. We have no employees and rely
on our managing general partner for management. See Item 9 "Directors, Executive
Officers and Significant Employees, Compliance With Section 16(A) of the
Exchange Act."

         After formation, our only activity through December 31, 2003, has been
our capital contributions by our investor partners and the managing general
partner and our drilling of wells. Our investor partners will pay for 34% of
tangible well equipment and all intangible drilling costs as described in our
drilling contracts. Our managing general partner, will contribute the remaining
tangible well costs, lease costs, organization and syndication and offering
costs.

         Critical Accounting Policies. The discussion and analysis of our
financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of our assets, liabilities, revenues and cost and expenses, and
related disclosure of contingent assets and liabilities. On an on-going basis,
we evaluate our estimates, including those related to oil and gas reserves and
certain accrued liabilities. We base our estimates on historical experience and
on various other assumptions that we believe reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions or conditions.

         We have identified the following policies as critical to our business
operations and the understanding of our results of operations. For a detailed
discussion on the application of these and other accounting policies, see Note 2
of the "Notes to Financial Statements" in Item 7 of this report.

         Reserve Estimates. Our estimates of our proved natural gas and oil
reserves and future net revenues from them will be based upon reserve analyses
that rely upon various assumptions, including those required by the SEC, as to
natural gas and oil prices, drilling and operating expenses, capital
expenditures, abandonment costs, taxes and availability of funds. Any
significant variance in these assumptions could materially affect the estimated
quantity of our reserves. As a result, our estimates of our proved natural gas
and oil reserves will be inherently imprecise. Actual future production, natural
gas and oil prices, revenues, taxes, development expenditures, operating
expenses and quantities of recoverable natural gas and oil reserves may vary
substantially from our estimates or estimates contained in the reserve reports.
In addition, our proved reserves may be subject to downward or upward revision
based upon production history, results of future exploration and development,
prevailing natural gas and oil prices, mechanical difficulties, governmental
regulation and other factors, many of which are beyond our control.

                                       12
<PAGE>


         Impairment of Oil and Gas Properties. We will review our producing oil
and gas properties for impairment on an annual basis and whenever events and
circumstances indicate a decline in the recoverability of their carrying values.
We will estimate the expected future cash flows from our oil and gas properties
and compare such future cash flows to the carrying amount of the oil and gas
properties to determine if the carrying amount is recoverable. If the carrying
amount exceeds the estimated undiscounted future cash flows, we will adjust the
carrying amount of the oil and gas properties to their fair value in the current
period. The factors used to determine fair value include, but are not limited
to, estimates of reserves, future production estimates, anticipated capital
expenditures, and a discount rate commensurate with the risk associated with
realizing the expected cash flows projected. Given the complexities associated
with oil and gas reserve estimates and the history of price volatility in the
oil and gas markets, events may arise that will require us to record an
impairment of our oil and gas properties and there can be no assurance that such
impairments will not be required in the future.

         Classification of mineral rights. Oil and gas properties include
mineral rights with an estimated cost of $1,080,000. The provisions of Statement
of Financial Accounting Standards No. 141 ("SFAS 141") "Business Combinations",
suggest that mineral rights may, in fact, be more appropriately classified as
intangible assets.

         The staff of the Securities and Exchange Commission, has made the
Partnership aware that an issue has arisen within the industry regarding the
application of provisions of SFAS No. 142 "Goodwill and Intangible Assets" and
SFAS No. 141 to entities in extractive industries, including gas and oil limited
partnerships. The issue is whether SFAS No. 142 requires entities to reclassify
costs associated with mineral rights, including both proved and unproved
leasehold acquisition costs, as intangible assets on the balance sheet, apart
from other capitalized gas and oil property costs. The Partnership has included
the cost of these oil and gas leasehold interests as part of oil and gas
properties. Also under consideration is whether SFAS No. 142 requires companies
to provide the additional disclosures prescribed by SFAS No. 142 for intangible
assets for costs associated with mineral rights.

         If it is ultimately determined that SFAS No. 142 requires the
Partnership to reclassify costs associated with mineral rights from property and
equipment to intangible assets, the reclassification of these amounts would not
affect the method in which such costs are amortized or the manner in which the
Partnership assesses impairment of capitalized costs. As a result, net income
and cash flow would not be affected by the reclassification.


                                       13
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

To the Partners
Atlas America Public #12-2003 Limited Partnership
A Delaware Limited Partnership

We have audited the accompanying balance sheet of Atlas America Public #12-2003
Limited Partnership, A Delaware Limited Partnership, as of December 31, 2003,
and the related statements of changes in partners' capital accounts and cash
flows for the period October 17, 2003 (date of formation) to December 31, 2003.
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 of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atlas America Public #12-2003
Limited Partnership as of December 31, 2003 and the changes in partners' capital
accounts and cash flows for the period October 17, 2003 (date of formation) to
December 31, 2003, in conformity with accounting principles generally accepted
in the United States of America.




/s/ Grant Thornton LLP

Cleveland, Ohio
February 26, 2004




                                       14
<PAGE>



                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                                  BALANCE SHEET

                                December 31, 2003
<TABLE>
<CAPTION>
          <S>                                                                        <C>

                                     ASSETS

        Cash                                                                    $        100

        Oil and gas properties well drilling contracts and leases                 41,248,200
                                                                                ------------

                                                                                $ 41,248,300
                                                                                ============
                                PARTNERS' CAPITAL

        Partners' capital:
           Managing general partner                                             $  1,079,800
           Other partners (5,956.21 units)                                        40,168,500
                                                                                ------------

                                                                                $ 41,248,300
                                                                                ============
</TABLE>

               The accompanying notes to financial statements are
                      an integral part of this statement.


                                       15
<PAGE>



                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                                  STATEMENT OF
                      CHANGES IN PARTNERS' CAPITAL ACCOUNTS

    For the period October 17, 2003 (date of formation) to December 31, 2003
<TABLE>
<CAPTION>
                                                       Managing
                                                       General            Other
                                                       Partner           Partners            Total
                                                    -------------      ------------      -------------
<S>                                                      <C>                <C>               <C>
Balance at October 17, 2003                         $           -      $          -      $           -

Partners' capital contributions
     Cash                                                     100        40,168,500         40,168,600
     Syndication and offering costs                     5,206,000                 -          5,206,000
     Leasehold costs                                    1,079,700                 -          1,079,700
                                                    -------------      ------------      -------------
                                                        6,285,800        40,168,500         47,254,300

Syndication and offering costs                         (5,206,000)                -         (5,206,000)
                                                    -------------      ------------      -------------


Balance at December 31, 2003                        $   1,079,800      $ 40,168,500      $  41,248,300
                                                    =============      ============      =============
</TABLE>



               The accompanying notes to financial statements are
                      an integral part of this statement.

                                       16

<PAGE>

                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                             STATEMENT OF CASH FLOWS

    For the period October 17, 2003 (date of formation) to December 31, 2003

<TABLE>
<CAPTION>
<S>                                                                                      <C>
Cash Flows from Operating Activities:
   Net loss                                                                          $           -
   Adjustments to reconcile net loss to net cash provided by
      operating activities:
          Organization costs                                                                     -
                                                                                     -------------
               Net cash provided by operating activities                                         -

Cash Flows from Investing Activities:
   Oil and gas well drilling contracts paid to
      Managing General Partner                                                          40,168,500)
                                                                                     -------------
               Net cash used in investing activities                                    40,168,500)

Cash Flows from Financing Activities:
   Partners' capital contributions                                                      40,168,600
                                                                                     -------------
               Net cash provided by financing activities                                40,168,600
                                                                                     -------------
               Net increase in cash                                                            100
Cash at beginning of period                                                                      -
                                                                                     -------------
Cash at end of period                                                                $         100
                                                                                     =============

Supplemental Schedule of Noncash Activities:
   Assets contributed by Managing General Partner:
      Lease costs, included in oil and gas properties                                $   1,079,700
      Syndication and offering costs, immediately charged to capital                     5,206,000
                                                                                     -------------
                                                                                     $   6,285,700
                                                                                     =============
</TABLE>

               The accompanying notes to financial statements are
                       an integral part of this statement.



                                       17
<PAGE>

                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003

NOTE 1 - NATURE OF OPERATIONS

        Atlas America Public #12-2003 Limited Partnership (the "Partnership") is
a Delaware Limited Partnership which includes Atlas Resources, Inc. ("Atlas") of
Pittsburgh, Pennsylvania, as Managing General Partner and Operator, and
subscribers to units as either Limited Partners or Investor General Partners
depending upon their election. As of December 31, 2003, there were 1,101
investors who contributed $40,168,500. The Partnership was formed on October 17,
2003 to drill and operate gas wells located primarily in Western Pennsylvania.
At December 31, 2003, the majority of the Partnership's properties were
scheduled for drilling. Operations are expected to commence in the first quarter
of 2004. Recoverability of the cost of properties is dependent on the results of
such development activities.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

        Basis of Accounting
        -------------------
        The financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America.

        Oil and Gas Wells and Properties
        --------------------------------
        The Partnership will 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 computed on a field-by-field basis by the unit-of-production
method based on periodic estimates of oil and gas reserves.

         Oil and gas properties include mineral rights with an estimated cost of
$1,080,000. The provisions of Statement of Financial Accounting Standards No.
141 ("SFAS 141") "Business Combinations", suggest that mineral rights may, in
fact, be more appropriately classified as intangible assets. The Partnership
became aware that an issue has arisen within the industry regarding the
application of provisions of SFAS No. 142 "Goodwill and Intangible Assets" and
SFAS No. 141 to entities in extractive industries, including gas and oil limited
partnerships. The issue is whether SFAS No. 142 requires entities to reclassify
costs associated with mineral rights, including both proved and unproved
leasehold acquisition costs, as intangible assets on the balance sheet, apart
from other capitalized gas and oil property costs. The Partnership has included
the cost of these oil and gas leasehold interests as part of oil and gas
properties. Also under consideration is whether SFAS No. 142 requires companies
to provide the additional disclosures prescribed by SFAS No. 142 for intangible
assets for costs associated with mineral rights.

         If it is ultimately determined that SFAS No. 142 requires the
Partnership to reclassify costs associated with mineral rights from property and
equipment to intangible assets, the reclassification of these amounts would not
affect the method in which such costs are amortized or the manner in which the
Partnership assesses impairment of capitalized costs. As a result, net income
and cash flow would not be affected by the reclassification.

                                       18
<PAGE>


                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Undeveloped leaseholds and proved properties will be assessed
periodically to determine whether there has been a decline in value and, if such
decline is indicated, a loss will be recognized. The Partnership will compare
the carrying value of its proved developed oil and gas producing properties to
the estimated future net cash flows from such properties in order to determine
whether their carrying values should be reduced.

       Asset Retirement Obligations
       ----------------------------
       The Partnership will record an estimated liability for the plugging and
abandonment of its oil and gas wells in accordance with SFAS No. 143 "Accounting
for Asset Retirement Obligations" ("SFAS 143") as the wells are completed. Under
SFAS 143, the Partnership will recognize a liability for future asset retirement
obligations if a reasonable estimate of the fair value of that liability can be
made. The present values of the expected asset retirement costs are capitalized
as part of the carrying amount of the long-lived asset. SFAS 143 requires the
Partnership to consider estimated salvage value in the calculation of depletion,
depreciation and amortization. For the Partnership, SFAS 143 will result in (i)
an increase of total liabilities because retirement obligations are required to
be recognized, (ii) an increase in the recognized cost of assets because the
retirement costs are added to the carrying amount of the long-lived assets and
(iii) a decrease in depletion expense, because the estimated salvage values are
now considered in the depletion calculation.

       The estimated liability is based on the managing general partner's
historical experience in plugging and abandoning wells, estimated remaining
lives of those wells based on reserves estimates, external estimates as to the
cost to plug and abandon the wells in the future, and federal and state
regulatory requirements. The liability is discounted using an assumed
credit-adjusted risk-free interest rate. Revisions to the liability could occur
due to changes in estimates of plugging and abandonment costs or remaining lives
of the wells, or if federal or state regulators enact new plugging and
abandonment requirements.

       The Partnership has no assets legally restricted for purposes of settling
asset retirement obligations. Except for the item previously referenced, the
Partnership has determined that there are no other material retirement
obligations associated with tangible long-lived assets.

        Significant Estimates
        ---------------------
        Certain amounts included in or affecting the Partnership's financial
statements and related disclosures must be estimated, requiring the Partnership
to make certain assumptions with respect to values or conditions that cannot be
known with certainty at the time the financial statements are prepared.

        The preparation of financial statements in conformity with generally
accepted accounting principles requires the Partnership to make estimates and
assumptions that affect:

         o  the amount the Partnership reports for assets and liabilities
         o  the Partnership gas and oil reserves
         o  the amounts the Partnership reports for revenues and expenses during
            the reporting period

                                       19
<PAGE>

                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                December 31, 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Therefore, the reported amounts of the Partnership's assets and
liabilities, revenues and expenses and associated disclosures with respect to
gas and oil reserves will necessarily be affected by these estimates. The
Partnership will evaluate these estimates on an ongoing basis, utilizing
historical experience, consultation with experts and other methods the
Partnership considers reasonable in the particular circumstances. Nevertheless,
actual results may differ significantly from the Partnership's estimates. Any
effects on the Partnership's business, financial position, or results of
operations resulting from revisions to these estimates will be recorded in the
period in which the facts that give rise to the revision become known.

        At December 31, 2003, all gas and oil properties are scheduled for
exploration and development activities. Recoverability of the cost of the gas
and oil properties is dependent on the results of such exploration and
development activities.

        Revenue Recognition
        -------------------
        Revenues from the sale of natural gas and oil will be recognized when
the gas and oil are delivered to the purchaser.

        Recently Issued Financial Accounting Standard
        ---------------------------------------------
        In May 2003, the FASB issued Statement No. 150 ("SFAS 150") "Accounting
for Certain Financial Instruments with Characteristics of Both Liabilities and
Equity." SFAS 150 requires that certain instruments that were previously
classified as equity on a Company's statement of financial position now be
classified as liabilities. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS 150 did not have an impact on the Partnership's results of
operations or financial position.

        Environmental Matters
        ---------------------
        The Partnership is subject to various federal, state and local laws and
regulations relating to the protection of the environment. The Partnership has
established procedures for the ongoing evaluation of its operations, to identify
potential environmental exposures and to comply with regulatory policies and
procedures.

        The Partnership accounts for environmental contingencies in accordance
with SFAS No. 5 "Accounting for Contingencies." Environmental expenditures that
relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past operations, and
do not contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or clean-ups are
probable, and the costs can be reasonably estimated. The Partnership maintains
insurance that may cover in whole or in part certain environmental expenditures.
For the two years ended December 31, 2003, the Partnership had no environmental
matters requiring specific disclosure or the recording of a liability.

        Major Customer
        --------------
        The Managing General Partner has contracted to sell a majority of the
Partnership's gas production to First Energy Solutions Corporation. However, the
market for gas and oil production is a diverse open market and other purchasers
are readily available.

                                       20
<PAGE>


                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Hedging Activities
        ------------------
        Atlas may use natural gas futures and option contracts to hedge the
Partnership's exposure to changes in natural gas prices. The Partnership will
account for its portion of hedging activities under Statements of Financial
Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activates" (as amended by SFAS 138 and SFAS 149). Under
this statement, all derivative financial instruments are recognized in the
financial statements as either assets or liabilities measured at fair value and
the changes in the fair value recognized in income or other comprehensive
income, depending on their classification. The Partnership has no derivatives at
December 31, 2003.

        Comprehensive Income
        --------------------
        Comprehensive income includes net income and all other changes in the
equity of a business during a period from transactions and other events and
circumstances from non-owner sources. These changes, other than net income, are
referred to as "other comprehensive income" and for the Partnership may include
unrealized hedging gains and losses.

NOTE 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.

NOTE 4 - PARTICIPATION IN REVENUES AND COSTS

        The Managing General Partner and the other partners will generally
participate in revenues and costs in the following manner:
<TABLE>
<CAPTION>
                                                                  Managing            Other
                                                               General Partner      Partners (3)
                                                               ---------------      ------------
            <S>                                                     <C>                <C>
           Organization and offering costs                          100%                0%
           Lease costs                                              100%                0%
           Revenues                                                  (1)               (1)
           Operating costs, administrative costs,
               direct costs and all other costs                      (2)               (2)
           Intangible drilling costs                                  0%              100%
           Tangible equipment costs                                  66%               34%
</TABLE>
------------
(1)  Subject to the Managing General Partner's subordination obligation,
     substantially all partnership revenues will be shared in the same
     percentage as capital contributions are to the total partnership capital
     contributions, except that the Managing General Partner will receive an
     additional 7% of the partnership revenues, which may not exceed 35%.

(2)  These costs will be charged to the partners in the same ratio as the
     related production revenues are credited.

(3)  Other Partners include both investor limited partners and investor general
     partners. General Partner units will automatically convert to limited
     partner units when all wells have been drilled and completed. Thereafter,
     each investor general partner will have limited liability as a limited
     partner under the Delaware Revised Uniform Limited Partnership Act with
     respect to his or her interest in the partnership.


                                       21
<PAGE>
                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2003


NOTE 5 - TRANSACTIONS WITH ATLAS AND ITS AFFILIATES

       The Partnership has entered into the following significant transactions
with Atlas and its affiliates as provided under the Partnership agreement:

                  Drilling contracts to drill and complete wells for the
                  Partnership at cost plus 15%. The cost of the wells includes
                  reimbursement to Atlas of its general and administrative
                  overhead cost ($14,142 per well) and all ordinary and actual
                  costs of drilling, testing and completing the wells. The
                  Partnership paid $40,168,500 to Atlas in 2003 under the
                  drilling contracts.

                   Atlas contributed all the undeveloped leases necessary to
                  cover each of the Partnership's prospects and received a
                  credit to its capital account in the Partnership of
                  $1,079,700.

                  As the Managing General Partner, Atlas performs all
                  administrative and management functions for the Partnership.
                  Atlas will receive an unaccountable, fixed payment
                  reimbursement for their administrative costs at $75 per well
                  per month. In addition, Atlas will be reimbursed for all
                  direct costs expended on behalf of the Partnership. No
                  administrative costs were incurred in 2003.

                  Atlas will receive well supervision fees for operating and
                  maintaining the wells during producing operations at a
                  competitive rate (currently $275 per well per month). No well
                  supervision fees were incurred in 2003.

                  Atlas will charge the Partnership a fee for gathering and
                  transportation at a competitive rate (currently in the range
                  of $.29 to $.35 per MCF). No transportation fees were incurred
                  in 2003.

                  Atlas and Anthem Securities, an affiliate of Atlas, received
                  $6,006,000 in 2003 for fees, commissions and reimbursements as
                  dealer-manager and to organize the Partnership.


NOTE 6 - COMMITMENTS

        As of December 31, 2003, the Partnership has entered into well drilling
contracts with Atlas aggregating $46,916,800 of which $40,168,500 has been paid.
The balance representing 66% of the tangible equipment costs, will be funded by
the Managing General Partner as a component of its agreed upon capital
contribution.

        Subject to certain conditions, investor partners may present their
interests beginning in 2008 for purchase by Atlas. The purchase price will be
calculated by Atlas in accordance with the terms of the Partnership agreement.
Atlas is not obligated to purchase more than 5% of the units in any calendar
year. In the event that Atlas is unable to obtain the necessary funds, Atlas may
suspend its purchase obligation.

                                       22
<PAGE>

                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2003

NOTE 7 - SUBORDINATION OF MANAGING GENERAL PARTNER'S REVENUE SHARE

        Under the terms of the partnership agreement, Atlas may be required to
subordinate up to 50% of its share of production revenues of the Partnership,
net of related operating costs, administrative costs and well supervision fees
to the receipt by the investor partners 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 investor partners.


NOTE 8 - INDEMNIFICATION

       In order to limit the potential liability of any investor general
partners, Atlas has agreed to indemnify each investor that elects to be a
general partner from any liability incurred which exceeds such partner's share
of Partnership assets.

NOTE 9 - NATURAL GAS AND OIL PRODUCING ACTIVITIES

       The supplementary information summarized below presents the results of
natural gas and oil activities in accordance with SFAS No. 69, "Disclosures
About Oil and Gas Producing Activities". Annually, reserve value information is
provided to the investor partners pursuant to the partnership agreement. The
partnership agreement provides a presentment feature whereby the managing
general partner will buy partnership units, subject to annual limitations, based
upon a valuation formula price in the partnership agreement. Therefore, reserve
value information under SFAS No. 69 is not presented.

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

         (1)   Capitalized Costs

         The following table presents the capitalized costs related to natural
gas and oil producing activities at December 31:

<TABLE>
<CAPTION>
                                                                                          2003
                                                                                    ---------------
                  <S>                                                                      <C>
                Oil and gas properties well drilling contracts                      $    40,168,500
                Mineral interest in properties - proved properties                        1,079,700
                                                                                    ---------------
                                     Net capitalized costs                          $    41,248,200
                                                                                    ===============
</TABLE>

        (2)   Results of Operations for Oil and Gas Producing Activities

         We began to sell production from completed wells in the first quarter
of 2004, consequently no production information is reported through December 31,
2003.

                                       23

<PAGE>


                Atlas America Public #12-2003 Limited Partnership
                        (A Delaware Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2003

NOTE 9 - NATURAL GAS AND OIL PRODUCING ACTIVITIES (Continued)

       (3)    Reserve Information (Unaudited)

         The information presented below represents estimates of proved natural
gas and oil reserves. Reserves are estimated in accordance with guidelines
established by the Securities and Exchange Commission and the Financial
Accounting Standards Board which require that reserve estimates be prepared
under existing economic and operating conditions with no provision for price and
cost escalation except by contractual arrangements. Refer to regulation S-X rule
4-10 of the Securities and Exchange Commission contains complete definitions of
each of the following reserve categories. Proved reserves are generally
estimated quantities of oil and natural gas which geological and engineering
data demonstrate with reasonable certainty to be recoverable in future years
from known reservoirs. Proved developed reserves generally are those which are
expected to be recovered through existing wells with existing equipment and
operating methods. Proved undeveloped reserves generally means reserves that are
expected to be recovered either from new wells on undrilled acreage or from
existing wells where a relatively major expenditure is required for
recompletion. Reserves on undrilled acreage are limited to those drilling units
offsetting productive units that are reasonably certain of production when
drilled. All reserves at December 31, 2003, are proved undeveloped reserves and
are located in the Appalachian Basin. There are numerous uncertainties inherent
in estimating quantities of proved reserves and in projecting future net
revenues and the timing of development expenditures. The reserve data presented
represents estimates only and should not be construed as being exact.

         At December 31, 2003, the Managing General Partner contributed well
sites from their lease inventory to drill an estimated 224 gross wells which are
expected to be completed by the end of the second quarter of the fiscal year
ending December 2004. All but thirteen of the well sites are extensions of
current fields and do not have reserve information associated with them.
<TABLE>
<CAPTION>
                                                                         2003
                                                            -------------------------------
                                                              Natural Gas            Oil
                                                                 (MCF)              (BBLS)
                                                            -------------       -----------
                         <S>                                      <C>                <C>
                  Proved undeveloped reserves:
                   Beginning of period                                 -
                                                                                         -
                   Proved developed reserves                           -
                   Proved undeveloped reserves                 1,631,422
                   Production                                      -                     -
                                                            -------------       ----------

                   Balance, December 31, 2003                  1,631,422                 -
                                                            =============       ==========
</TABLE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE:

         None.


                                    24

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. Our Managing General
Partners Chief Executive Officer and Chief Financial Officer have evaluated our
disclosure controls and procedures, (as defined in Rules 13a-14 (c) and 15d-14
(c) under the Securities Exchange Act of 1934) as of December 31, 2003. Based
upon this evaluation, these officers believe that our disclosure controls and
procedures are effective.

        Changes in Internal Controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the evaluation date.

                                    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 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 we have drilled. 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(b) 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 that was
the first of the Atlas group of companies, was incorporated in 1973. Atlas
Energy Group serves as our operator in Ohio. As of December 31, 2003, our
managing general partner and its affiliates had directly or through investments
in partnerships similar to our interest in approximately 5,300 wells of which,
our managing general partner or its' affiliates operate 85% of these wells which
are located in Ohio, Pennsylvania and New York.

         In September 1998, the 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
proprietary asset management company who is engaged in the energy, real estate
and financial services sectors. We depend on our parent company, Atlas America,
for management and administrative functions and financing our capital
contributions. Resource America is currently offering a portion of its common
stock in Atlas America, the Delaware holding company, pursuant to an S-1
Registration Statement. If the offering is completed, Resource America will own
approximately 82.7% of the outstanding shares of Atlas America's common stock
and 80% if the underwriters exercise their over-allotment option.

         Resource America has informed our managing general partner that it
intends to distribute its remaining ownership interest in Atlas America to its
common stockholders. Resource America expects the distributions to take the form
of a spin-off by means of a special dividend to Resource America common
stockholders of all of Atlas America's common stock owned by Resource America.
Resource America further has advised us that it anticipates that the
distribution will occur by the end of 2004. Resource America has sole discretion
if and when to complete the distribution and its terms. Resource America does
not intend to complete the distribution unless it receives a ruling from the
Internal Revenue Service and/or an opinion from its tax counsel as to the
tax-free nature of the distribution to Resource America and its stockholders for
U.S. federal income tax purposes. The internal Revenue Service requirements for
tax-free distributions of this nature are complex and the Internal Revenue
Service has broad discretion, so there is significant uncertainty as to whether
Resource America will be able to obtain such ruling. Because of this uncertainty
and the fact that the timing and completion of the distribution is in Resource
America's sole discretion, the distribution may not occur by the contemplated
time or may not occur at all.

                                       25
<PAGE>


         Atlas America is headquartered at 311 Rouser Road, Moon Township,
Pennsylvania 15108, which is also the managing general partner's primary office.

Officers, Directors and Other Key Personnel The officers and directors of the
managing general partner will serve until their successors are elected. The
officers, directors, and key personnel of the managing general partner are as
follows:
<TABLE>
<CAPTION>
NAME                          AGE      POSITION OR OFFICE
----                          ---      ------------------
<S>                           <C>      <C>
Freddie M. Kotek              48       Chairman of the Board of Directors, Chief Executive
                                       Officer and President
Frank P. Carolas              44       Executive Vice President - Land and Geology and
                                       a Director
Jeffrey C. Simmons            45       Executive Vice President - Operations and a Director
Jack L. Hollander             48       Senior Vice President - Direct Participation Programs
Nancy J. McGurk               48       Senior Vice President, Chief Financial Officer and
                                       Chief Accounting Officer
Michael L. Staines            54       Senior Vice President, Secretary and a Director
</TABLE>

With respect to the biographical information set forth below:

         o  the approximate amount of an individual's professional time devoted
            to the business and affairs of the managing general partner and
            Atlas America have been aggregated because there is no reasonable
            method for them to distinguish their activities between the two
            companies; and

         o  for those individuals who also hold senior positions with other
            affiliates of the managing general partner, if it is stated that
            they devote approximately 100% of their professional time to the
            managing general partner and Atlas America, it is because either the
            other affiliates are not currently active in drilling new wells,
            such as Viking Resources or Resource Energy, and the individuals are
            not required to devote a material amount of their professional time
            to the affiliates, or there is no reasonable method to distinguish
            their activities between the managing general partner and Atlas
            America as compared with the other affiliates of the managing
            general partner, such as Viking Resources or Resource Energy.

Freddie M. Kotek. President and Chief Executive Officer since 2002 and Chairman
of the Board of Directors since 2001. Mr.Kotek has been Executive Vice President
and Chief Financial Officer of Atlas America since 2004 and served as a director
from 2001 until 2004. Mr. Kotek has been a Senior Vice President of Resource
America, and President of Resource Leasing, Inc. (a wholly-owned subsidiary of
Resource America) since 1995. Mr. Kotek was President of Resource Properties
from 2000 to 2001 and its Executive Vice President from 1993 to 2000. Upon
completion of the Atlas America offering, Mr. Kotek intends to resign his
positions at Resource America and all of its subsidiaries which are not
subsidiaries of Atlas America. Mr. Kotek received a Bachelor of Arts degree from
Rutgers College in 1977 with high honors in Economics. He also received a Master
in Business Administration degree from the Harvard Graduate School of Business
Administration in 1981. On completion of the Atlas America offering Mr. Kotek
will devote approximately 95% of his professional time to the business and
affairs of the managing general partner and Atlas America, and the remainder of
his professional time to the business and affairs of the managing general
partner's affiliates.


                                       26
<PAGE>

Frank P. Carolas. Executive Vice President-Land and Geology and a Director since
2001. Mr. Carolas has been a Vice President of Resource America and an Executive
Vice President-Land and Geology of Atlas America since 2001 and served as a
Director of Atlas America from 2002 until 2004. Mr. Carolas served as Vice
President of Land and Geology for the managing general partner from 1999 until
2001 and for Atlas America from 1998 until 2001. Before that Mr. Carolas served
as Vice President of Atlas Energy Group, Inc. from 1997 until 1998, which was
the former parent company of the managing general partner. Upon completion of
the Atlas America offering, Mr. Carolas intends to resign his position at
Resource America. Mr. Carolas is a certified petroleum geologist and has been
with the managing general partner and its affiliates since 1981. He received a
Bachelor of Science degree in Geology from Pennsylvania State University in 1981
and is an active member of the American Association of Petroleum Geologists. Mr.
Carolas devotes approximately 100% of his professional time to the business and
affairs of the managing general partner and Atlas America.

Jeffrey C. Simmons. Executive Vice President-Operations and a Director since
January, 2001. Mr. Simmons has been a Vice President of Resource America and an
Executive Vice President of Atlas America since 2001 and was a Director of Atlas
America from 2002 until 2004. Mr. Simmons served as Vice President of Operations
for the managing general partner from July 1999 until 2001 and for Atlas America
from 1998 until 2001. Mr. Simmons joined Resource America in 1986 as a senior
petroleum engineer and has served in various executive positions with its energy
subsidiaries since then. Upon completion of the Atlas America offering, Mr.
Simmons intends to resign his position at Resource America. Before Mr. Simmons'
career with Resource America, he had worked with Core Laboratories, Inc., of
Dallas, Texas, and PNC Bank of Pittsburgh. Mr. Simmons received his Petroleum
Engineering degree from Marietta College in 1981 and his Masters degree in
Business Administration from Ashland University in 1992. Mr. Simmons devotes
approximately 80% of his professional time to the business and affairs of the
managing general partner and Atlas America, and the remainder of his
professional time to the business and affairs of the managing general partner's
affiliates, primarily Viking Resources and Resource Energy.

Jack L. Hollander. Senior Vice President - Direct Participation Programs since
2002 and before that served as Vice President - Direct Participation Programs
from 2001 until 2002. Mr. Hollander also serves as Senior Vice President -
Direct Participation Programs of Atlas America since 2001. Mr. Hollander
practiced law with Rattet, Hollander & Pasternak, concentrating in tax matters
and real estate transactions, from 1990 to 2001, and served as in-house counsel
for Integrated Resources, Inc. (a diversified financial services company) from
1982 to 1990. Mr. Hollander earned a Bachelor of Science degree from the
University of Rhode Island in 1978, his law degree from Brooklyn Law School in
1981, and a Master of Law degree in Taxation from New York University School of
Law Graduate Division in 1982. Mr. Hollander is a member of the New York State
bar, the Investment Program Association, and the Financial Planning Association.
Mr. Hollander devotes approximately 100% of his professional time to the
business and affairs of the managing general partner and Atlas America.

Nancy J. McGurk. Senior Vice President since 2002, Chief Financial Officer and
Chief Accounting Officer since 2001. Ms. McGurk also serves as Senior Vice
President and Chief Accounting Officer of Atlas America since January, 2002 and
served as Chief Financial Officer from 2002 until 2004. Ms. McGurk has been Vice
President of Resource America since 1992 and its Treasurer and Chief Accounting
Officer since 1989. Upon completion of the Atlas America offering, Ms. McGurk
intends to resign her positions at Resource America. Also, since 1995 Ms. McGurk
has served as Vice President - Finance of Resource Energy, Inc. Ms. McGurk
received a Bachelor of Science degree in Accounting from Ohio State University
in 1978, and has been a Certified Public Accountant since 1982. On completion of
the Atlas America offering Ms. McGurk will devote approximately 80% of her
professional time to the business and affairs of the managing general partner
and Atlas America, and the remainder of her professional time to the business
and affairs of the managing general partner's affiliates.

                                       27
<PAGE>



Michael L. Staines. Senior Vice President, Secretary, and a Director since 1998.
Mr. Staines has been an Executive Vice President of Atlas America since 1998.
Mr. Staines has been a Senior Vice President of Resource America since 1989 and
was a director from 1989 to 2000 and Secretary from 1989 to 1998. Mr. Staines
has been President of Atlas Pipeline Partners GP since 2001 and its Chief
Operating Officer and a member of its Managing Board since its formation in
1999. Upon completion of the Atlas America offering, Mr. Staines intends to
resign his position at Resource America. Mr. Staines is a member of the Ohio Oil
and Gas Association and the Independent Oil and Gas Association of New York. Mr.
Staines received a Bachelor of Science degree from Cornell University in 1971
and a Master of Business degree from Drexel University in 1977. On completion of
the Atlas America offering Mr. Staines will devote approximately 5% of his
professional time to the business and affairs of the managing general partner
and Atlas America, and the remainder of his professional time to the business
and affairs of the managing general partner's affiliates.

ITEM 10.  EXECUTIVE COMPENSATION

         We have no employees and rely on the employees of our managing general
partner and its affiliates for all services. We did not directly pay any
compensation to the employees of our managing general partner since inception
nor do we expect to do so in future years. See Item 12, "Certain Relationships
and Related Transactions," below for compensation paid to our managing general
partner.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of December 31, 2003, we had issued and outstanding 5,956.21 units.
No officer or director of our managing general partner owns any units. Although,
subject to certain conditions, investor partners may present their units to us
beginning in 2008 for purchase. However, we are not obligated to purchase more
than 5% of the units in any colander year.

         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. After formation, our managing general partner
paid or will pay our organization and offering costs in the amount of
$6,006,000, 66% of the equipment costs estimated to be $6,748,300, any equipment
costs that exceeded 10% of the partnership's subscription proceeds which would
otherwise have been charged to the investors and contributed all the leases on
which the wells were or are being drilled, for a total capital contribution
estimated to be $13,834,000. In return, our managing general partner will share
in our production revenues in the same percentage as its capital contribution
bears to our total capital contributions except that the managing general
partner will receive an additional 7% of partnership revenues. However, our
managing general partner's total revenue share may not exceed 35% of partnership
revenues regardless of the amount of its capital contribution. For example, if
the managing general partner contributes 25% of our total capital contributions
and you and the other investors contribute 75% of our total capital
contributions, then the managing general partner will receive 32% of our
revenues and the other investors will receive 68% of our revenues.

         Leases. On the final closing date our managing general partner
contributed to us 224 undeveloped prospects to drill approximately 213.5 net
wells and received a credit in the amount of $1,079,700.

         Administrative Costs. Our managing general partner and its affiliates
receive an unaccountable, fixed payment reimbursement for their administrative
costs of $75 per well per month, which will be proportionately reduced if we
acquire less than 100% of the working interest in a well. We estimate that
$192,200 will be paid to our managing general partner once all wells are
producing and on line for a full year.

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

         Drilling Contracts. After our initial and final closing date, we
entered into a drilling contract with our managing general partner to drill and
complete approximately 213.5 net wells. The total amount received by our
managing general partner was $40,168,500 for drilling and completing the wells
for the year ended December 31, 2003.

         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 extent we acquire less than 100% of the
working interest in a well. We estimate that $704,600 will be paid to our
managing general partner once all wells are producing and on line for a full
year.

         Gathering Fees. We pay a combined gathering fee at a competitive rate
for each mcf transported through Atlas Pipeline Partners, L.P., natural gas
gathering system, currently ranging $.29-$.35 per mcf.


                                       28
<PAGE>

         Dealer-Manager Fees. As part of our formation, our managing general
partner's affiliate, Anthem Securities, as dealer-manager received a 2.5%
dealer-manager fee, a 7% sales commission, a .5% reimbursement of marketing
expenses, and a .5% reimbursement of the selling agent's accountable due
diligence fees in the amount of $3,778,000. The dealer-manager will receive no
further compensation related to our formation.

         Other Compensation. If our managing general partner makes a loan to us
it may receive a competitive rate of interest. If our managing general partner
provides equipment, supplies and other services to us, then 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. Other exhibits are located on page 30.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         No aggregate fees were recognized by the Partnership during the year
ending December 31, 2003 for its principal accounting firm, Grant Thornton, LLP
as this was its first year of existence and production will commence the first
quarter of 2004. The audit committee of the managing general partner considers
whether any provision of non-audit services is compatible with maintaining the
principal accountant's independence.

         Procedures for Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditor

         Pursuant to its charter, the Audit Committee of the managing general
partner is responsible for reviewing and approving, in advance, any audit and
any permissible non-audit engagement or relationship between us and our
independent auditors.



                                       29
<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                             Description                                                        Location
                             -----------                                                        --------
<S>                              <C>                                                               <C>
4(a)              Certificate of Limited Partnership for                        Previously filed in the Form S-1 on June
                  Atlas America Public #12-2003 Limited Partnership             3, 2003

4(b)              Amended and Restated Certificate and Agreement of Limited     Previously filed in the Form S-1 on June
                  Partnership for Atlas America Public #12-2003 Limited         3, 2003
                  Partnership

10(a)             Drilling and Operating Agreement with exhibits                Previously filed in the Form S-1 on June 3, 2003

31.1              Certification Pursuant to Rule 13a-15(e)/15(d) - 15 (e).

31.2              Certification Pursuant to Rule 13a-15(e)/15(d) - 15 (e).

32.1              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

32.2              Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

</TABLE>


                                       30
<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 America Public #12-2003 Limited Partnership
<TABLE>
<CAPTION>
<S>                                     <C>

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

By   (Signature and Title):         /s/ Freddie M. Kotek
                                    -------------------------------------------------------------------------------------------
                                    Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer and President
Date:  March 29, 2004
</TABLE>


        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.


<TABLE>
<CAPTION>
<S>                                     <C>
By  (Signature and Title):          /s/ Freddie M. Kotek
                                    -------------------------------------------------------------------------------------------
                                    Freddie M. Kotek, Chairman of the Board of Directors, Chief Executive Officer and President
Date:  March 29, 2004


By  (Signature and Title):          /s/ Frank P. Carolas
                                    -----------------------------------------------------------------------------
                                    Frank P. Carolas, Executive Vice President - Land and Geology  and a Director
Date:  March 29, 2004


By  (Signature and Title):          /s/ Jeffrey C. Simmons
                                    ------------------------------------------------------------------------
                                    Jeffrey C. Simmons, Executive Vice President - Operations and a Director
Date:  March 29, 2004

By  (Signature and Title):          /s/ Nancy J. McGurk
                                    -------------------------------------------------------------------------------------
                                    Nancy J. McGurk, Vice President, Chief Financial Officer and Chief Accounting Officer
Date:  March 29, 2004
</TABLE>


                    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.



                                       31