**United
                  States Securities and Exchange Commission****Washington,
                  D.C. 20549****Form
                  10-KSB**(Mark
                  One)**R**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**For
                  the fiscal year ended December 31, 2006o
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**For
                  the transition period from _____ to _____Commission
                  file number 333-67522**ATLAS
                  AMERICA PUBLIC #10 Ltd.**(Name
                  of small business issuer in its
                  charter)
 
 **Pennsylvania**
              
              **25-1891457**(State
                  or other jurisdiction of
              
              (I.R.S.
                  EmployerIncorporation
                  or organization)
              
              Identification
                  No)311
                  Rouser Rd.
              
              Zip
                  CodeMoon
                  Township, PA
              
              15108(address
                  of principal executive offices)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 registeredNone
              
              NoneSecurities
                  registered under Section 12(g) of the Exchange Act Investor General
                  Partner Units and Limited Partner Units(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 R
 
 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. R
 
 State
        issuer’s revenues for its most recent fiscal year $3,847,600
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by references to the price at which the common equity
        was sold, or the average bid and asked price of such common equity, as of
        a
        specified date within the past 60 days. (See definition of affiliate in Rule
        12b-2 of the Exchange Act.)
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).
 Yes o No R
 
 Transitional
        Small Business Disclosure Format (check one): Yes o No R
 
 
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **(A
        Pennsylvania Limited Partnership)**
 **INDEX
        TO ANNUAL REPORT**
 **ON
        FORM 10-KSB**
 
 **PART
                  I**
              
              
              **PAGE**Item
                  1:
              
              Description
                  of Business
              3-5Item
                  2:
              
              Description
                  of Properties
              5-9Item
                  3:
              
              Legal
                  Proceedings
              9Item
                  4:
              
              Submission
                  of Matters to a Vote of Security Holders
              9**PART
                  II**Item
                  5:
              
              Market
                  for Registrant’s Common Equity and Related Security Holder
                  Matters
              9-10Item
                  6:
              
              Management’s
                  Discussion and Analysis of Financial Condition or Plan of
                  Operations
              10-16Item
                  7:
              
              Financial
                  Statements
              17-32Item
                  8:
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              33Item
                  8A:
              
              Controls
                  and Procedures
              33Item
                  8B:
              
              Other
                  Information
              33**PART
                  III**Item
                  9:
              
              Directors,
                  Executive Officers and Significant Employees, Compliance with Section
                  (16a)of
                  the Exchange Act
              33-36Item
                  10:
              
              Executive
                  Compensation
              36Item
                  11:
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              36Item
                  12:
              
              Certain
                  Relationships and Related Party Transactions
              36-37Item
                  13:
              
              Exhibits
              38Item
                  14:
              
              Principal
                  Accountant Fees and Services
              38**SIGNATURE**
              
              39
 
  2
  
 **PART
        I**
 **ITEM
        1.**  **DESCRIPTION
        OF BUSINESS**
 
 *The
        matters discussed within this report include forward-looking statements.
        These
        statements may be identified by the use of forward-looking terminology such
        as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the
        negative thereof or other variations thereon or comparable terminology. In
        particular, statements about our expectations, beliefs, plans, objectives,
        assumptions or future events or performance contained in this report are
        forward-looking statements. We have based these forward-looking statements
        on
        our current expectations, assumptions, estimates and projections. While we
        believe these expectations, assumptions, estimates and projections are
        reasonable, such forward-looking statements are only predictions and involve
        known and unknown risks and uncertainties, many of which are beyond our control.
        These and other important factors may cause our actual results, performance
        or
        achievements to differ materially from any future results, performance or
        achievements expressed or implied by these forward-looking
        statements.*
 
 ***General.*** We
        were
        formed as a Pennsylvania limited partnership on July 5, 2001, with Atlas
        Resources, Inc. as our Managing General Partner, or MGP to drill natural
        gas
        development wells. We have no employees and rely on our MGP for management
        which, in turn, relies on its parent company, Atlas Energy Resources, LLC,
        or
        Atlas America, Inc., or Atlas America for administrative services. See Item
        9
“Directors, Executive Officers and Significant Employees, Compliance with
        Section 16 (a) of the Exchange Act.”
 
 We
        received total cash subscriptions from investors of $21,281,200 which were
        paid
        to our MGP acting as operator and general drilling contractor under the drilling
        and operating agreement. Our MGP contributed all of our oil and gas leases,
        paid
        and/or contributed services towards all of our organization and offering
        costs
        and paid 66% of the tangible (“equipment”) costs of drilling and completing our
        wells for a total capital contribution to us of $7,227,400. **** We
        drilled and completed a total of 103.15 net developmental wells to the
        Clinton/Medina geological formation in Pennsylvania and Ohio.
 
 ***Spin-off
        of Atlas America, Inc. from Resource America, Inc.*** On
        June
        30, 2005, Resource America, Inc., or RAI, our former indirect parent,
        distributed its remaining 10.7 million shares of Atlas America to its
        stockholders in the form of a tax-free dividend. Although the distribution
        itself was tax-free to RAI stockholders, as a result of the deconsolidation
        there may be some tax liability arising from prior unrelated corporate
        transactions among Atlas America and some of its subsidiaries. These
        transactions did not have a direct material impact on our financial position
        or
        results of operations, and Atlas America (and our MGP) no longer consolidate
        with RAI as of June 30, 2005.
 
 ***Atlas
        Resources Inc. Merged into Atlas Resources, LLC.*** In
        March
        2006, ****** Atlas
        Resources, Inc., our MGP was merged into a newly-formed limited liability
        company, Atlas Resources, LLC, which became an indirect subsidiary of Atlas
        Energy Resources, LLC, (NYSE:ATN), or Atlas Energy, a newly-formed subsidiary
        of
        Atlas America. Atlas Resources, LLC serves as our MGP.
 
 ***Public
        Offering of Atlas Energy Resources, LLC*** .
        In
        December 2006, Atlas America contributed substantially all of its natural
        gas
        and oil assets and its investment partnership management business to Atlas
        Energy. Concurrent with this transaction, Atlas Energy issued 7,273,750 common
        units, representing a 19.5% ownership interest, in an initial public offering
        at
        a price of $21.00 per unit. The net proceeds of approximately $139.9 million,
        after underwriting discounts and commissions, were distributed to Atlas
        America.
 
 Atlas
        Energy is a limited liability company focused on the development and production
        of natural gas and, to a lesser extent, oil in the Appalachian Basin region
        of
        the United States of America, principally in western New York, eastern Ohio,
        western Pennsylvania and Tennessee. Atlas Energy is managed by Atlas Energy
        Management, Inc., through which Atlas America provides Atlas Energy with
        the
        personnel necessary to manage its assets and raise capital.
  3
  
 ***Business
        Strategy.*** Our
        wells
        are currently producing natural gas, and to a far lesser extent, oil which
        are
        our only products. Most of our gas is gathered and delivered to market through
        Atlas Pipeline Partners L.P.’s gas gathering system which is managed by an
        affiliate of our MGP. We do not plan to sell any of our wells and will continue
        to produce them until they are depleted or become uneconomical to produce,
        at
        which time they will be plugged and abandoned or sold. No other wells will
        be
        drilled and no additional funds will be required for drilling. See Item 2
        “Description of Properties” for information concerning our wells.
 
 Our
        ongoing operating and maintenance costs have been and are expected to be
        fulfilled through revenues from the sale of our natural gas and oil production.
        We pay our MGP a monthly well supervision fee of $303 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, delivery,
        and sale of natural gas and to a lesser extent oil, such as:
 
 ·  well
        tending, routine maintenance and adjustment;
 ·  reading
        meters, recording production, pumping, maintaining appropriate books and
        records; and
 ·  preparing
        reports to us and to government agencies.
 
 The
        well
        supervision fees, however, do 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, materials, and
        a
        reasonable charge for services performed directly by our MGP or its affiliates.
        Also, beginning one year after each of our wells has been placed into production
        our MGP, as operator, may retain $200 per month per well to cover the estimated
        future plugging and abandonment costs. As of December 31, 2006 our MGP had
        not
        withheld any funds for this purpose.
 
 ***Markets
        and Competition*** **.** The
        availability of a ready market for natural gas and oil produced by us, and
        the
        price obtained, depends on numerous factors beyond our control, including
        the
        extent of domestic production, import of foreign natural gas and oil, political
        instability or terrorist acts in oil and gas producing countries and regions,
        market demand, competition from other energy sources, 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 MGP is responsible for selling our natural gas production.
        Our
        natural gas is being sold as discussed in Item 2 “Description of Properties -
        Delivery Commitments”. During 2006 and 2005, we experienced no problems in
        selling our natural gas and oil, although prices we received varied, 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.
        See Item 2 “Description of Properties - Delivery Commitments” regarding the
        marketing of our natural gas and oil.
 
 ***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 regulation of the United States
        of
        America energy industry is not intended 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 activities*** *.* 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.
  4
  
 Among
        other things, the regulations involve:
 
 ·  new
        well
        permit and well registration requirements, procedures and fees;
 ·  minimum
        well spacing requirements;
 ·  restrictions
        on well locations and underground gas storage;
 ·  certain
        well site restoration, groundwater protection and safety measures;
 ·  landowner
        notification requirements;
 ·  certain
        bonding or other security measures;
 ·  various
        reporting requirements;
 ·  well
        plugging standards and procedures; and
 ·  broad
        enforcement powers.
 
 ***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 can be liable for fines, penalties and clean-up costs for pollution
        caused by the wells. 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 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 federal
        and
        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.
 
 ***Where
        can you find more information*** .
        We file
        Form 10-KSB Annual Reports and Form 10-QSB Quarterly Reports, 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 100 F Street, N.E. Washington,
        D.C. 20549. The Public Reference Room may be contacted at 1-800-SEC-0330
        for
        further information.
 
 Additionally,
        our MGP will provide copies of any of these reports to you without charge.
        Such
        requests should be made to:
 
 Atlas
        America Public #10 Ltd.
 311
        Rouser Road
 Moon
        Township, PA 15108
 
 **ITEM
        2.**  **DESCRIPTION
        OF PROPERTIES**
 
 ***Drilling
        Activity*** .
        For the
        years ended December 31, 2006 and 2005, we did not drill any wells nor do
        we
        expect to do so in future years.
 
 ***Summary
        of Productive Wells.*** The
        table below shows the number of our productive gross and net wells at December
        31, 2006 in which we have a working interest; all wells are located in the
        Appalachian Basin.
 
 **Number
                  of Productive Wells****Gross**
              
              **Net**Gas
              
              
              104
              
              
              100.15Oil
              
              
              3
              
              
              3.00Total
              
              
              107
              
              
              103.15
 
  5
  
 ***Production.*** The
        following table shows the quantities of natural gas and oil we produced (net
        to
        our interest), our average sales price, and our average production (lifting)
        cost per equivalent unit of production for the periods indicated.
 
 **Average****Average**
              
              **Production
                  Cost****Production**
              
              **Sales
                  Price**
              
              **(Lifting
                  Cost)****Year**
              
              **Oil
                  (bbls)**
              
              **Gas
                  (mcf)**
              
              **per
                  bbl**
              
              **per
                  mcf**
              
              **per
                  mcfe****Ended**
              
              **(1)**
              
              **(1)**
              
              **(1)**
              
              **(1)**
              
              **(1)
                  (2)**2006
              
              
              1,400
              
              
              422,000
              
              $
              62.71
              
              $
              8.87
              
              $
              1.912005
              
              
              3,900
              
              
              612,600
              
              $
              53.37
              
              $
              7.48
              
              $
              .95
  
 (1)
            “Mcf”
                means one thousand cubic feet of natural gas. “Mcfe” means a thousand
                cubic feet equivalent. Oil production is converted to mcfe at the
                rate of
                six mcf per barrel (“bbl”). (2)
            Lifting
                costs include labor to operate the wells and related equipment, repairs
                and maintenance, materials and supplies, property taxes, production
                taxes,
                insurance and gathering charges. 
 ***Natural
        Gas
        and Oil Reserve Information.*** ** The
        following tables summarize information regarding our estimated proved natural
        gas and oil reserves as of the dates indicated. All of our reserves are located
        in the United States of America. Our estimates relating to our proved natural
        gas reserves and our future net revenues from natural gas reserves are based
        on
        internally prepared reports which are reviewed by our independent third-party
        consultant as discussed below. In accordance with SEC guidelines, we make
        the
        standardized and PV-10 estimates of future net cash
        flows from proved reserves discounted using an annual discount rate of
        10%, estimates of future net cash flows from proved reserves using natural
        gas
        and oil 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 on the following year-end weighted average prices:
 
 **At
                  December 31,****2006**
              
              **2005**Natural
                  gas (per mcf)
              
              $
              6.34
              
              $
              10.73Oil
                  (per bbl)
              
              $
              57.25
              
              $
              57.50
 
 Reserve
          estimates are imprecise and may change as additional information becomes
          available. Furthermore, estimates of natural gas and oil reserves 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. 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 of Wright
&
Company, our consultants. The results of drilling, testing and production
          of a
          well subsequent to the date of the reserve estimate for the well may justify
          revising the estimate of the well’s reserves in the future. Also, future prices
          we receive from the sale of natural gas may be different from those estimated
          by
          Wright & Company in preparing the reserve reports. The amounts and timing of
          future operating costs also may differ from those we estimated. In addition,
          you
          should not construe the estimated PV-10 values as representative of the
          fair
          market value of our proved natural gas and oil properties. PV-10 values
          are
          based on projected cash inflows, which do not provide for changes in natural
          gas
          and oil prices or for escalation of expenses. The meaningfulness of these
          estimates depends on the accuracy of the assumptions on which they were
          based.
          The downward revision of oil and gas reserves reflected production results
          that
          occurred during 2006 and used historical field level and historical decline
          curves including a decrease in the average price of natural gas for the
          year
          ended December 31, 2006 a decrease of (41%).
  6
  
 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 our natural gas and oil reserves or their present value. For
        additional information concerning our natural gas and oil reserves and estimates
        of future net revenues, see Note 9 of the “Notes to Financial Statements” in
        Item 7 “Financial Statements”.
 
 **December
                  31,**
              
              **December
                  31,****2006**
              
              **2005**Natural
                  gas reserves - Proved Reserves (Mcf) (1)(4):Proved
                  developed reserves (2)
              
              
              4,702,500
              
              
              6,682,900Total
                  proved reserves of natural gas
              
              
              4,702,500
              
              
              6,682,900Oil
                  reserves: - Proved Reserves (Bbl) (1)(4)Proved
                  developed reserves (2)
              
              
              9,700
              
              
              25,500Total
                  proved reserves of oil
              
              
              9,700
              
              
              25,500Total
                  proved reserves (Mcfe)
              
              
              4,760,700
              
              
              6,835,900PV-10
                  estimate of cash flows of proved reserves (3)(4):Proved
                  developed reserves
              
              $
              9,050,900
              
              $
              24,453,100Total
                  PV-10 estimate
              
              $
              9,050,900
              
              $
              24,453,100PV-10
                  estimate per limited partner unit (5)
              
              $
              2,883
              
              $
              7,788Undiscounted
                  estimate per limited partner unit (5)
              
              $
              5,352
              
              $
              16,811
  
 (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 by contractual
                arrangements, but not escalations based on 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 oil and gas reserves” generally means reserves that can be
                expected to be recovered through existing wells with existing equipment
                and operating methods. (3)
            The
                present value of estimated future net cash flows is calculated by
                discounting estimated future net cash flows by 10%
                annually. (4)
            Please
                see Regulation S-X rule 4-10 for complete definitions of each reserve
                category. (5)
            This
                value per $10,000 unit is determined by following the methodology
                used for
                determining our proved reserves using the data discussed above. However,
                this value does not necessarily reflect the fair market value of
                a unit,
                and each unit is illiquid. Also, the value of a unit for purposes
                of
                presentment of the unit to our managing general partner for purchase
                is
                different, because it is calculated under a formula set forth in
                the
                partnership agreement. 
 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 our natural gas and oil reserves and
        activities, see Note 9 of the “Notes to Financial Statements” in Item 7
“Financial Statements”.
  7
  
 ***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, our MGP conducts only a perfunctory title examination
        at
        the time it acquires a property. Before our MGP commences drilling operations,
        it conducts an extensive title examination and performs curative work on
        defects
        that it deems significant. Our MGP has 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 natural gas 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 by state, the estimated acres of developed oil and gas
        acreage
        in which we had an interest at December 31, 2006. There was no undeveloped
        acreage at December 31, 2006.
 
 **Developed
                  Acreage****Location**
              
              **Gross****(1)**
              
              **Net****(2)**Pennsylvania
              
              
              2,857
              
              
              2,795Ohio
              
              
              580
              
              
              580Total
              
              
              3,437
              
              
              3,375
  
 (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. 
 ***Delivery
        Commitments*** *.* Atlas
        Energy and its affiliates, have a natural gas supply agreement with Hess
        Corporation for a 10-year term which began on April 1, 1999. The agreement
        was
        formerly with First Energy Solutions Corporation and was acquired by Hess
        in
        2005. For the next 12 months our MGP anticipates that approximately 30% of
        our
        gas will be sold through this agreement with Hess Corporation. Atlas Energy
        markets the remainder of its natural gas, which is principally located in
        the
        Fayette County, PA area, primarily to Colonial Energy, Inc., UGI Energy Services
        and others. The natural gas delivery commitments with Hess Corporation, UGI
        Energy Services, Inc. and our other third-party natural gas purchasers or
        marketers are generally for a one year term.
 
 The
        pricing arrangements with Hess Corporation, UGI Energy Services, Inc. and
        other
        third-party gas purchasers or marketers are tied to the New York Mercantile
        Exchange Commission or NYMEX monthly futures contract price, which is reported
        daily in the Wall Street Journal. The total price received for our 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.”
  8
  
 Pricing
        for natural gas and oil has been volatile and uncertain for many years. The
        agreements with Hess Corporation, UGI Energy Services, Inc. and the other
        third-party gas purchasers or marketers also permit Atlas Energy and its
        affiliates to implement gas forward sales transactions through those companies.
        Hess Corporation, UGI Energy Services, Inc. and the other third-party purchasers
        or marketers also use NYMEX based financial instruments to hedge their pricing
        exposure and make price-hedging opportunities available to Atlas Energy which
        then makes those arrangements available to us and its other partnerships.
        The
        majority of Atlas Energy’s forward sales transactions are implemented through
        its natural gas purchasers. These transactions are similar to NYMEX based
        futures contracts, swaps and options, but are not deemed hedges for accounting
        purposes because they require firm delivery of natural gas. Thus, Atlas Energy
        limits these arrangements to much smaller quantities than those projected
        to be
        available at any delivery point. The price paid by Hess Corporation, UGI
        Energy
        Services, Inc. and any other third-party purchasers for certain volumes of
        natural gas sold under these hedge agreements may be significantly different
        from the underlying monthly spot market value.  Atlas
        Energy uses hedges through contracts including regulated NYMEX futures and
        options contracts and non-regulate over-the-counter futures contracts with
        qualified counterparties. The futures contracts employed by Atlas Energy
        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. As of December
        31, 2006, Atlas Energy had financial hedges and physical hedges in place
        for
        approximately 79% of its expected production for the twelve months ending
        December 31, 2007.
 
 To
        assure
        that all financial instruments will be used solely for hedging price risks,
        and
        not for speculative purposes, Atlas Energy has established a committee to
        assure
        that all gas prices hedges, whether made through a third-party marketer or
        purchaser or through Atlas Energy and its affiliate’s contracts are made in
        compliance with Atlas Energy’s hedging policies and procedures. Atlas Energy
        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 Hess Corporation, UGI Energy Services, Inc. and the other
        third-party gas purchasers or marketers.
 
 **ITEM
        3.**  **LEGAL
        PROCEEDINGS**
 
 None.
 
 **ITEM
        4.**  **SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**
 
 None.
 
 **PART
        II**
 
 **ITEM
                  5.**
              **MARKET
                  FOR REGISTRANT’S COMMON EQUITY AND RELATED SECURITY
                  HOLDER****MATTERS**
 
 **Market
        Information.** There
        is
        no established public trading market for our units and we do not anticipate
        that
        a market for our units will develop. Our units may be transferred only in
        accordance with the provisions of Article VI of our partnership agreement
        which
        require that:
 
 ·
            our
                managing general partner consent; ·
            the
                transfer not result in materially adverse tax consequences to us;
                and ·
            the
                transfer not violate federal or state securities
                laws.  9
  
 An
        assignee of a unit may become a substituted partner only on meeting the
        following conditions:
 
 ·
            the
                assignor gives the assignee the right; ·
            our
                managing general partner consents to the
                substitution; ·
            the
                assignee pays to us all costs and expenses incurred in connection
                with the
                substitution; and ·
            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, 2006, we had 826 unit holders.
 
 **Distributions.** Our MGP
        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 MGP determines are not necessary for us to retain, to our partners.
        We
        will not advance or borrow funds for purposes of making 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 our revenues and costs is made in accordance with generally
        accepted accounting principles, consistently applied, and cash distributions
        to
        our MGP may only be made in conjunction with distributions to our limited
        partners.
 
 During
        the calendar years ended December 31, 2006 and 2005, we distributed the
        following:
 
 ·
            $2,469,100
                and $2,528,600 to our limited partners; and ·
            $1,161,900
                and $1,189,300 to our managing general
                partner. 
 **ITEM
                  6.**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
                  PLAN****OF
                  OPERATIONS**
 
 This
        Item
        6 “Management’s Discussion and Analysis of Financial Condition or Plan of
        Operations” should be read in conjunction with Item 7 “Financial Statements” and
        the “Notes to Financial Statements”.
 
 *General.* ****** We
        were
        formed as a Pennsylvania limited partnership on July 5, 2001, with Atlas
        Resources, Inc. as our MGP, to drill natural gas development wells. We do
        not
        plan to sell any of our wells and will continue to produce them until they
        are
        depleted or become uneconomical to produce at which time they will be plugged
        and abandoned or sold. No other wells will be drilled and no additional funds
        will be required for drilling.
 
 ***Spin-off
        of Atlas America, Inc. from Resource America, Inc.*** On June
        30, 2005, RAI, our former indirect parent, distributed its remaining 10.7
        million shares of Atlas America to its stockholders in the form of a tax-free
        dividend. Although the distribution itself was tax-free to RAI stockholders,
        as
        a result of the deconsolidation there may be some tax liability arising from
        prior unrelated corporate transactions among Atlas America and some of its
        subsidiaries. These transactions did not have a direct material impact on
        our
        financial position or results of operations, and Atlas America (and our MGP)
        no
        longer consolidate with RAI as of June 30, 2005.
 
 ***Atlas
        Resources Inc. Merged into Atlas Resources, LLC.*** In
        March
        2006, ****** Atlas
        Resources, Inc., our MGP was merged into a newly-formed limited liability
        company, Atlas Resources, LLC, which became an indirect subsidiary of Atlas
        Energy Resources, LLC, (NYSE:ATN), or Atlas Energy, a newly-formed subsidiary
        of
        Atlas America. Atlas Resources, LLC serves as our MGP.
  10
  
 ***Public
        Offering of Atlas Energy Resources, LLC*** .
        In
        December 2006, Atlas America contributed substantially all of its natural
        gas
        and oil assets and its investment partnership management business to Atlas
        Energy. Concurrent with this transaction, Atlas Energy issued 7,273,750 common
        units, representing a 19.5% ownership interest, in an initial public offering
        at
        a price of $21.00 per unit. The net proceeds of approximately $139.9 million,
        after underwriting discounts and commissions, were distributed to Atlas
        America.
 
 Atlas
        Energy is a limited liability company focused on the development and production
        of natural gas and, to a lesser extent, oil in the Appalachian Basin region
        of
        the United States of America, principally in western New York, eastern Ohio,
        western Pennsylvania and Tennessee. Atlas Energy is managed by Atlas Energy
        Management, Inc., through which Atlas America provides Atlas Energy with
        personnel necessary to manage its assets and raise capital.
 
 ***Results
        of Operations.*** The
        following table sets forth information relating to our production revenues,
        volumes, sales prices and production costs and depletion during the periods
        indicated.
 
 **Years
                  Ended December 31,****2006**
              
              **2005**Production
                  revenues (in thousands):Gas
              
              $
              3,741
              
              $
              4,585Oil
              
              $
              86
              
              $
              207Total
              
              $
              3,827
              
              $
              4,792Production
                  volumes:Gas
                  (mcf/day) (2)
              
              
              1,156
              
              
              1,678Oil
                  (bbls/day) (2)
              
              
              4
              
              
              11Total
                  (mcfe/day) (2)
              
              
              1,180
              
              
              1,744Average
                  sales price:Gas
                  (per mcf) (1) (2)
              
              $
              8.87
              
              $
              7.48Oil
                  (per bbl) (2)
              
              $
              62.71
              
              $
              53.37Average
                  production costs:As
                  a percent of sales
              
              
              21
              %
              
              13
              %Per
                  mcfe (2)
              
              $
              1.91
              
              $
              .95Depletion
                  per mcfe
              
              $
              1.84
              
              $
              1.97
  
 (1)
            The
                average sales price per mcf before the effects of hedging was $7.96
                and
                $7.44 for the years ended December 31, 2006 and 2005,
                respectively. (2)
            “Mcf”
                means thousand cubic feet; “mcfe” means thousand cubic feet equivalent and
                “bbls” means barrels. Bbls are converted to mcfe using the ratio of six
                mcfs to one bbl. 
 ***Natural
        Gas Revenues.*** Our
        natural gas revenues were $3,741,200 and $4,584,500 for the years ended December
        31, 2006 and 2005, respectively, a decrease of $843,300 (18%). This decrease
        was
        due to a decrease in production volumes to 1,156 mcf per day for the year
        ended
        December 31, 2006 from 1,678 mcf per day for the year ended December 31,
        2005, a
        decrease of 522 mcf per day (31%). This decrease was partially offset by
        an
        increase in the average sales price we received for our natural gas to $8.87
        per
        mcf for the year ended December 31, 2006 from $7.48 per mcf for the year
        ended
        December 31, 2005, an increase of $1.39 per mcf (19%). The $843,300 decrease
        in
        gas revenues reflected a $1,426,400 reduction due to lower production volumes,
        which was partially offset by a $583,100 increase due to natural gas prices,
        which are driven by market conditions. The overall decrease in gas production
        volumes resulted primarily from the normal production decline inherent in
        the
        life of a well.
  11
  
 The
        price
        we receive for our natural gas is primarily a result of the index driven
        agreements with Hess Corporation, UGI Energy Services, Inc., and our other
        natural gas purchasers. See Item 2 “Description of Properties - Delivery
        Commitments”. Thus, the price we receive for our natural gas may vary
        significantly each month as the underlying index changes in response to market
        conditions.
 
 ***Oil
        Revenues.*** We drill
        wells primarily to produce natural gas, rather than oil, but some wells have
        some oil production. Our oil revenues were $85,700 and $207,400 for the years
        ended December 31, 2006 and 2005, respectively, a decrease of $121,700 (59%).
        This decrease resulted in a 65% decrease in production volumes partially
        offset
        by an 18% increase in the average sales price of oil. The $121,700 decrease
        in
        our oil revenues for the year ended December 31, 2006 as compared to the
        prior
        year similar period was attributable to a $134,400 in volume decreases,
        partially offset by a $12,700 in price increases, which are driven by market
        conditions.
 
 ***Expenses.*** Production expenses were $819,900 and $605,600 for the years ended December
        31,
        2006 and 2005, respectively, an increase of $214,300 (35%). This increase
        was
        primarily due to an increase in operating fees and transportation fees charged
        for the year ended December 31, 2006 compared to 2005.
 
 Depletion
        of our oil and gas properties as a percentage of oil and gas revenues was
        21%
        for the year ended December 31, 2006 as compared to 26% for the year ended
        December 31, 2005. This percentage change is directly attributable to revenues,
        oil and gas reserve quantities, product prices, production volumes and changes
        in the depletable cost basis of our oil and gas properties.
 
 General
        and Administrative expenses were $130,100 and $135,700 for the years ended
        December 31, 2006 and 2005, respectively, a decrease of $5,600 (4%). These
        expenses include outside costs for services, as well as the monthly
        administrative fee charged by our MGP. These changes were primarily due to
        higher outside fees charged for services as compared to the prior year similar
        period.
 
 ***Liquidity
        and Capital Resources*** **.** Cash
        provided by operating activities decreased $574,300 to $3,519,900 for the
        year
        ended December 31, 2006 from $4,094,200 for the year ended December 31, 2005.
        This decrease was primarily due to a decrease in net income before depletion,
        partially offset by a decrease in accounts
        receivable-affiliate.
 
 Cash
        used
        in financing activities decreased $86,900 to $3,631,000 for the year ended
        December 31, 2006 from $3,717,900 for the year ended December 31, 2005. This
        decrease was due to lower distributions to partners as a result of a decrease
        in
        net production revenues.
 
 We
        have
        no, nor do we expect any material commitments to make capital expenditures,
        except that our MGP may withhold funds for future plugging and abandonment
        costs. Any additional funds, if required, will be obtained from production
        revenues or borrowings from our MGP or its affiliates, which are not
        contractually committed to make loans to us. The amount that we may borrow
        may
        not at any time exceed 5% of our total subscriptions, and we will not borrow
        from third-parties.
 
 We
        believe that our future cash flow from operations and amounts available from
        borrowings from our MGP or its affiliates, if any, will be adequate to fund
        our
        operations.
  12
  
 ***Critical
        Accounting Policies.*** **** The
        discussion and analysis of our financial condition and results of operations
        are
        based on our financial statements, which have been prepared in accordance
        with
        accounting principles generally accepted in the United States of America.
        On an
        on-going basis, we evaluate our estimates, including those related to our
        asset
        retirement obligations, depletion, impairment and certain accrued liabilities.
        We base our estimates on historical experience and on various other assumptions
        that we believe are 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.
 
 For
        a
        detailed discussion on the application of policies critical to our business
        operations and other accounting policies, see Note 2 of the “Notes to Financial
        Statements” in Item 7 “Financial Statements.”
 
 ***Use
        of Estimates.*** Preparation
        of our financial statements in conformity with accounting principles generally
        accepted in the United States of America requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        the disclosure of contingent assets and liabilities as of the date of the
        financial statements and the reported amounts of revenues, costs and expenses
        during the reporting period. Actual results could differ from these
        estimates.
 
 ***Reserve
        Estimates.*** ** Our
        estimates of our proved natural gas and oil reserves and the future net revenues
        we may receive from them are based on reserve analyses that rely on 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 are 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 including the estimates contained in our reserve reports. In addition,
        our proved reserves may be subject to downward or upward revision based on
        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.
 
 ***Impairment
        of Oil and Gas Properties*** .
        We
        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 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.
        Because of 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.
        There was no impairment charge the for years ended December 2006 or
        2005.
 
 ***Derivative
        Instruments.*** Atlas
        Energy on our behalf from time to time enters into natural gas futures and
        option contracts to hedge exposure to changes in natural gas prices. At any
        point in time, such contracts may include regulated NYMEX futures and options
        contracts and non-regulated over-the-counter futures contracts with qualified
        counterparties. NYMEX contracts are generally settled with offsetting positions,
        but may be settled by the delivery of natural gas.
  13
  
 Atlas
        Energy on our behalf documents all relationships between hedging instruments
        and
        the items being hedged, including our risk management objective and strategy
        for
        undertaking the hedging transactions. This includes matching the natural
        gas
        futures and options contracts to the forecasted transactions. Atlas Energy
        assesses, both at the inception of the hedge and on an ongoing basis, whether
        the derivatives are highly effective in offsetting changes in the fair value
        of
        hedged items. Historically these contracts have qualified and been designated
        as
        cash flow hedges and recorded at their fair values. Derivatives are recorded
        on
        the balance sheet as assets and liabilities at fair value. Gains or losses
        on
        future contracts are determined as the difference between the contract price
        and
        a reference price,
        generally prices on NYMEX. Changes in fair value are recognized in Partners’
Capital as accumulated other comprehensive income (loss) and recognized within
        the Statements of Operations in the month the hedged gas is settled. If it
        is
        determined that a derivative is not highly effective as a hedge or it has
        ceased
        to be a highly effective hedge, due to the loss of correlation between changes
        in gas reference prices under a hedging instrument and actual gas prices,
        Atlas
        Energy will discontinue hedge accounting for the derivative and subsequent
        changes in fair value for the derivative will be recognized immediately into
        earnings.
 
 At
        December 31, 2006, Atlas Energy had open natural gas futures contracts allocated
        to us related to sales covering 1,168,500 dekatherms (“Dth”) (net to us) of
        natural gas, maturing through December 31, 2010 at an average settlement
        price
        of $8.51 per Dth. At December 31, 2006, we reflected net hedging assets on
        our
        balance sheet of $1,009,500. Of the $1,009,500 net gain in accumulated other
        comprehensive income at December 31, 2006, if the fair values of the instruments
        remain at current market values, we will reclassify $583,900 of net gain
        to our
        Statement of Operations over the next twelve month period as these contracts
        expire, and $425,600 of net gains will be reclassified in later periods.
        Actual
        amounts that will be reclassified will vary as a result of future price changes.
        Ineffective hedge gains or losses are recorded within the Statement of
        Operations while the hedge contract is open and may increase or decrease
        until
        settlement of the contract. We realized gains of $359,100 and $24,500 for
        the
        years ended December 31, 2006 and 2005, respectively, in our gas and oil
        revenues within our statement of operations related to the settlement of
        qualifying hedge instruments. We recognized no gains or losses during the
        two
        years ended December 31, 2006 for hedge ineffectiveness or as a result of
        the
        discontinuance of our cash flow hedges.
 
 As
        of
        December 31, 2006, Atlas Energy had allocated to us the following natural
        gas
        hedged volumes:
 
 **Natural
                  Gas Fixed - Price Swaps****Production**
              
              
              
              **Average**
              
              **Net
                  Fair Value****Period**
              
              **Volumes**
              
              **Fixed
                  Price**
              
              **Asset****(2)****Ended
                  December 31,**
              
              **(MMBTU)****(1)**
              
              **(per
                  MMBTU)**
              
              **(in
                  thousands)**2007
              
              
              349,900
              
              $
              8.60
              
              $
              5842008
              
              
              369,300
              
              
              8.91
              
              
              2502009
              
              
              334,400
              
              
              8.31
              
              
              1642010
              
              
              114,900
              
              
              7.53
              
              
              12Total
                  asset
              
              
              
              
              
              
              
              $
              1,010
  
 (1)
            MMBTU
                represents million British Thermal Units. (2)
            Fair
                value based on forward NYMEX natural gas prices, as
                applicable.  14
  
 The
        following table sets forth the book and estimated fair values of derivative
        instruments at the dates indicated (in thousands):
 
 **December
                  31, 2006**
              
              **December
                  31, 2005****Book
                  Value**
              
              **Fair
                  Value**
              
              **Book
                  Value**
              
              **Fair
                  Value**AssetsDerivative
                  instruments
              
              $
              1,095
              
              $
              1,095
              
              $
              67
              
              $
              67$
              1,095
              
              $
              1,095
              
              $
              67
              
              $
              67LiabilitiesDerivative
                  instruments
              
              $
              (85
              )
              $
              (85
              )
              $
              (299
              )
              $
              (299
              )$
              1,010
              
              $
              1,010
              
              $
              (232
              )
              $
              (232
              )
 
 ***Revenue
        Recognition.*** Revenues
        from sales of natural gas and oil are recognized by us when the gas and oil
        have
        been delivered to the purchaser. Our natural gas is sold under various contracts
        entered into by our MGP. Virtually all of our MGP’s contracts pricing provisions
        are tied to a market index, with certain adjustments based on, among other
        factors, whether a well delivers to a gathering or transmission line, quality
        of
        natural gas and prevailing supply and demand conditions, so that the price
        we
        receive from the sale of our natural gas fluctuates to remain competitive
        with
        generally available natural gas supplies in the market.
 
 ***Dismantlement,
        Restoration, Reclamation and Abandonment Costs.*** On
        an
        annual basis, we estimate the costs of future dismantlement, restoration,
        reclamation and abandonment of our natural gas and oil-producing properties.
        We
        also estimate the salvage value of our equipment that we can recover on
        abandonment. As of December 31, 2006 and 2005, our estimate of salvage values
        was greater than, or equal to, our estimate of the costs of future
        dismantlement, restoration, reclamation and abandonment. A decrease in salvage
        values or an increase in dismantlement, restoration, reclamation and abandonment
        costs from those we have estimated, or changes in our estimates or costs,
        would
        reduce our net earnings.
  ***Off-Balance
        Sheet Arrangements.*** This
        Partnership has no financial statement risk, nor any Off-Balance Sheet
        Arrangements and contractual obligations.
 
 ***Recently
        Issued Financial Accounting Standards.*** In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        159, *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* ,
        or SFAS
        159. SFAS 159 permits entities to choose to measure eligible financial
        instruments and certain other items at fair value. The objective is to improve
        financial reporting by providing entities with the opportunity to mitigate
        volatility in reported earnings caused by measuring related assets and
        liabilities differently without having to apply complex hedge accounting
        provisions. The Statement will be effective as of the beginning of an entity’s
        first fiscal year beginning after November 15, 2007. The Statement offers
        various options in electing to apply the provisions of this Statement, and
        at
        this time we have not made any decisions in its application to its financial
        position or results of operations. We are currently evaluating the impact
        of the
        adoption of SFAS 159 on our financial position and results of
        operations.
 
 In
        September 2006, the SEC staff issued Staff Accounting bulletin No. 108, *Considering
        the Effects of Prior year*  *Misstatements
        When Quantifying Misstatements in Current Year Financial
        Statement,* or SAB
        108. SAB 108 was issued to provide consistency in how registrants quantify
        financial statement misstatements. We initially applied SAB 108 in connection
        with the preparation for our annual financial statements for the year ended
        December 31, 2006. The application of SAB 108 did not have a material effect
        on
        our financial position or results of operations.
 
 In
        September 2006, the Financial Accounting Standards Board, or FASB, issued
        Statement of Financial Accounting Standards No. 157, *Fair
        Value Measurement* ,
        or SFAS
        157. SFAS 157 addresses the need for increased consistency in fair value
        measurements, defining fair value as the price that would be received to
        sell an
        asset or paid to transfer a liability in an orderly transaction between market
        participants at the measurement date. It also establishes a framework for
        measuring fair value and expands disclosure requirements. SFAS 157 is effective
        for us beginning January 1, 2008. We are currently evaluating the impact
        of the
        adoption of SFAS 157 on our financial position and results of
        operations.
  15
  
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, *Accounting
        for Uncertainty in Income Taxes and*  *Interpretation
        of FASB Statement No 109* ,
        or FIN
        48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized
        in an entity’s financial statements and provides guidance on the recognition,
        de-recognition and measurement of benefits related to an entity’s uncertain tax
        positions. FIN 48 is effective for us beginning January 1, 2007. Our taxable
        income or loss will be absorbed by the Partners. We are currently evaluating
        the
        impact of the adoption of FIN 48 on our financial position and results of
        operations, but since we are a non-taxable entity, we do not currently expect
        the adoption of FIN 48 to have a material impact on our financial position
        or
        results of operations.
 
 In
        March
        2005, the FASB issued FASB Interpretation No. 47, *Accounting
        for Conditional Asset Retirement Obligations,* ("FIN
        47"), which will result in (a) more consistent recognition of liabilities
        relating to asset retirement obligations, (b) more information about expected
        future cash outflows associated with those obligations, and (c) more information
        about investments in long-lived assets because additional asset retirement
        cost
        will be recognized as part of the carrying amounts of the assets. FIN 47
        clarifies that the term conditional asset retirement obligation as used in
        statement No. 143, *Accounting
        for Asset Retirement Obligations* ,
        refers
        to a legal obligation to perform an asset retirement activity in which the
        timing and/or method of settlement. Uncertainty about the timing and/or method
        of settlement of a conditional asset retirement obligation should be factored
        into the measurement of the liability when sufficient information exists.
        FIN 47
        also clarifies when an entity would have sufficient information to reasonably
        estimate the fair value of an asset retirement obligation. The adoption of
        FIN
        47 in the 4 th quarter
        2005, did not have a material effect on our financial position or results
        of
        operations.
  16
  
 
 
 
 
 **ITEM
        7.**  **FINANCIAL
        STATEMENTS**
 
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  To
          the
          Partners of
 Atlas
          America Public #10 Ltd.
 
 We
          have
          audited the accompanying balance sheets of Atlas America Public #10 Ltd.
          (a
          Pennsylvania Limited Partnership) as of December 31, 2006 and 2005, and
          the
          related statements of operations, comprehensive income, changes in partners’
capital, and cash flows for the years then ended. These financial statements
          are
          the responsibility of the Partnership’s management. Our responsibility is to
          express an opinion
          on these financial statements based on our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). ** Those
          standards require that we plan and perform the audit
          to
          obtain reasonable assurance about whether the financial statements are
          free of
          material misstatement.**The
          Partnership is not required to have, nor were we engaged to perform an audit
          of
          its internal control over financial reporting.**Our audit
          included consideration of internal control over financial reporting as
          a basis
          for designing audit
          procedures that are appropriate in the circumstances, but not for the purpose
          of
          expressing an opinion
          on the effectiveness of the Partnership’s internal control over financial
          reporting.**Accordingly,
          we express no such opinion.**An audit
          also includes examining, on a test basis, evidence supporting the amounts
          and
          disclosures in the financial statements, assessing the accounting principles
          used and significant estimates made by management, as well as evaluating
          the
          overall financial statement presentation.**We
          believe that our audits provide a reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Atlas America Public #10 Ltd.
          as of
          December 31, 2006 and 2005, and the results of its operations and its cash
          flows
          for the years then ended in conformity with accounting principles generally
          accepted in the United States of America.
 
 /s/
          GRANT
          THORNTON LLP
  Cleveland,
          Ohio
 March
          30,
          2006
  17
  
 
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **BALANCE
        SHEETS**
 **DECEMBER
        31,**
 
 **2006**
              
              **2005****ASSETS**Current
                  assets:Cash
                  and cash equivalents
              
              $
              277,300
              
              $
              388,400Accounts
                  receivable affiliate
              
              
              713,600
              
              
              1,339,600Hedge
                  receivable short-term-affiliate
              
              
              587,500
              
              
              66,800Total
                  current assets
              
              
              1,578,400
              
              
              1,794,800Oil
                  and gas properties, net
              
              
              14,455,900
              
              
              15,186,400Hedge
                  receivable long-term-affiliate
              
              
              507,200
              
              
              ―14,963,100
              
              
              15,186,400$
              16,541,500
              
              $
              16,981,200**LIABILITIES
                  AND PARTNERS’ CAPITAL**Current
                  liabilities:Accrued
                  liabilities
              
              $
              18,000
              
              $
              21,700Hedge
                  liability short-term-affiliate
              
              
              3,600
              
              
              6,500Total
                  current liabilities
              
              
              21,600
              
              
              28,200Asset
                  retirement obligation
              
              
              774,200
              
              
              672,600Hedge
                  liability long-term-affiliate
              
              
              81,600
              
              
              292,600Partners’
                  capital:Managing
                  general partner
              
              
              2,505,000
              
              
              2,884,700Limited
                  partners (2,135 units)
              
              
              12,149,600
              
              
              13,335,400Accumulated
                  other comprehensive income (loss)
              
              
              1,009,500
              
              
              (232,300
              )15,664,100
              
              
              15,987,800$
              16,541,500
              
              $
              16,981,200
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements
  18
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **STATEMENTS
        OF OPERATIONS**
 **YEARS
        ENDED DECEMBER 31, 2006 AND 2005**
 
 **2006**
              
              **2005****REVENUES**Natural
                  gas and oil
              
              $
              3,826,900
              
              $
              4,791,900Interest
                  income
              
              
              20,700
              
              
              11,100Total
                  revenues
              
              
              3,847,600
              
              
              4,803,000**COSTS
                  AND EXPENSES**Production
              
              
              819,900
              
              
              605,600Depletion
              
              
              791,700
              
              
              1,255,100Accretion
                  of asset retirement obligation
              
              
              40,400
              
              
              31,200General
                  and administrative
              
              
              130,100
              
              
              135,700Total
                  expenses
              
              
              1,782,100
              
              
              2,027,600**Net
                  earnings**
              
              $
              2,065,500
              
              $
              2,775,400**Allocation
                  of net earnings:**Managing
                  general partner
              
              $
              782,200
              
              $
              1,084,900Limited
                  partners
              
              $
              1,283,300
              
              $
              1,690,500Net
                  earnings per limited partnership unit
              
              $
              601
              
              $
              792
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements
  19
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **STATEMENTS
        OF** **COMPREHENSIVE
        INCOME (LOSS)**
 **YEARS
        ENDED DECEMBER 31, 2006 AND 2005**
 
 **December
                  31,****2006**
              
              **2005**Net
                  earnings
              
              $
              2,065,500
              
              $
              2,775,400Other
                  comprehensive income (loss):Unrealized
                  holding gain (loss) on hedging contracts
              
              
              1,600,900
              
              
              (207,800
              )Less:
                  reclassification adjustment for gainsrealized
                  in net earnings
              
              
              (359,100
              )
              
              (24,500
              )Total
                  other comprehensive income (loss)
              
              
              1,241,800
              
              
              (232,300
              )Comprehensive
                  income
              
              $
              3,307,300
              
              $
              2,543,100
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements
  20
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **STATEMENTS
        OF CHANGES IN PARTNERS’ CAPITAL ACCOUNTS**
 **YEARS
        ENDED** **DECEMBER
        31, 2006 AND 2005**
 
 **Managing**
              
              
              
              **Accumulated****General**
              
              **Limited**
              
              **Other
                  Comprehensive****Partner**
              
              **Partners**
              
              **(Loss)
                  Income**
              
              **Total****Balance
                  at December 31, 2004**
              
              $
              2,989,100
              
              $
              14,173,500
              
              $
              ―
              
              $
              17,162,600Participation
                  in revenue and expenses:Net
                  production revenues
              
              
              1,339,600
              
              
              2,846,700
              
              
              ―
              
              
              4,186,300Interest
                  income
              
              
              3,500
              
              
              7,600
              
              
              ―
              
              
              11,100Accretion
                  of asset retirement obligation
              
              
              (10,000
              )
              
              (21,200
              )
              
              ―
              
              
              (31,200
              )Depletion
              
              
              (204,800
              )
              
              (1,050,300
              )
              
              ―
              
              
              (1,255,100
              )General
                  and administrative
              
              
              (43,400
              )
              
              (92,300
              )
              
              ―
              
              
              (135,700
              )Net
                  earnings
              
              
              1,084,900
              
              
              1,690,500
              
              
              ―
              
              
              2,775,400Other
                  comprehensive loss
              
              
              ―
              
              
              ―
              
              
              (232,300
              )
              
              (232,300
              )Distributions
                  to partners
              
              
              (1,189,300
              )
              
              (2,528,600
              )
              
              ―
              
              
              (3,717,900
              )**Balance
                  at December 31, 2005**
              
              $
              2,884,700
              
              $
              13,335,400
              
              $
              (232,300
              )
              $
              15,987,800Participation
                  in revenue and expenses:Net
                  production revenues
              
              
              962,200
              
              
              2,044,800
              
              
              ─
              
              
              3,007,000Interest
                  income
              
              
              6,600
              
              
              14,100
              
              
              ─
              
              
              20,700Accretion
                  of asset retirement obligation
              
              
              (12,900
              )
              
              (27,500
              )
              
              ─
              
              
              (40,400
              )Depletion
              
              
              (132,100
              )
              
              (659,600
              )
              
              ─
              
              
              (791,700
              )General
                  and administrative
              
              
              (41,600
              )
              
              (88,500
              )
              
              ─
              
              
              (130,100
              )Net
                  earnings
              
              
              782,200
              
              
              1,283,300
              
              
              ─
              
              
              2,065,500Other
                  comprehensive income
              
              
              ─
              
              
              ─
              
              
              1,241,800
              
              
              1,241,800Distributions
                  to partners
              
              
              (1,161,900
              )
              
              (2,469,100
              )
              
              ─
              
              
              (3,631,000
              )**Balance
                  at December 31, 2006**
              
              $
              2,505,000
              
              $
              12,149,600
              
              $
              1,009,500
              
              $
              15,664,100
 
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements
  21
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **STATEMENTS
        OF CASH FLOWS**
 **YEARS
        ENDED** **DECEMBER
        31, 2006 AND 2005**
 
 **2006**
              
              **2005****Cash
                  flows from operating activities:**Net
                  earnings
              
              $
              2,065,500
              
              $
              2,775,400Adjustments
                  to reconcile net earnings to net cash provided by operating
                  activities:Depletion
              
              
              791,700
              
              
              1,255,100Accretion
                  of asset retirement obligation
              
              
              40,400
              
              
              31,200Decrease
                  in accounts receivable - affiliate
              
              
              626,000
              
              
              28,200(Decrease)
                  increase in accrued liabilities
              
              
              (3,700
              )
              
              4,300Net
                  cash provided by operating activities
              
              
              3,519,900
              
              
              4,094,200**Cash
                  flows from investing activities:**Purchase
                  of tangible equipment
              
              
              ─
              
              
              (1,200
              )Net
                  cash used in investing activities
              
              
              ─
              
              
              (1,200
              )**Cash
                  flows from financing activities:**Distributions
                  to Partners
              
              
              (3,631,000
              )
              
              (3,717,900
              )Net
                  cash used in financing activities
              
              
              (3,631,000
              )
              
              (3,717,900
              )Net
                  (decrease) increase in cash and cash equivalents
              
              
              (111,100
              )
              
              375,100Cash
                  and cash equivalents at beginning of period
              
              
              388,400
              
              
              13,300Cash
                  and cash equivalents at end of period
              
              $
              277,300
              
              $
              388,400**Supplemental
                  Schedule of non-cash investing and financing
                  activities:**Asset
                  retirement obligation
              
              $
              61,200
              
              $
              120,500
 
 
 
 The
        accompanying notes are an integral part of these financial
        statements
  22
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2006**
 
 **NOTE
        1 - DESCRIPTION OF BUSINESS**
 
 Atlas
        America Public #10 Ltd. (the “Partnership”) is a Pennsylvania Limited
        Partnership which includes Atlas Resources, LLC of Pittsburgh, Pennsylvania,
        as
        Managing General Partner (“MGP”) and Operator, and 825 Limited Partners. The
        Partnership was formed on July 5, 2001 to drill and operate gas wells located
        primarily in western Pennsylvania and southern Ohio. At December 31, 2006,
        the
        Partnership had various working interests in 107 gross wells.
 In
        March
        2006, Atlas Resources, Inc., the Partnerships MGP was merged into a newly-formed
        limited liability company, Atlas Resources, LLC, which became an indirect
        subsidiary of Atlas Energy Resources, LLC, a newly-formed subsidiary of Atlas
        America, Inc. Atlas Resources, LLC, now serves as the Partnership’s MGP. In
        December 2006, Atlas America, Inc. contributed substantially all of its natural
        gas and oil exploration and production assets into Atlas Energy Resources,
        LLC.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 A
        summary
        of significant accounting policies consistently 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.
 
 **Use
        of Estimates**
 
 Preparation
        of financial statements in conformity with accounting principles generally
        accepted in the United States of America requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        the disclosure of contingent assets and liabilities as of the date of the
        financial statements and the reported amounts of revenues, costs and expenses
        during the reporting period. Actual results could differ from these
        estimates.
 
 **Reclassifications**
 
 Certain
        reclassifications have been made to the 2005 financial statements to conform
        to
        the 2006 presentation.
 
 **Receivables**
 
 In
        evaluating the need for an allowance for possible losses, the MGP performs
        ongoing credit evaluations of its customers and adjusts credit limits based
        upon
        payment history and the customer’s current creditworthiness, as determined by
        Atlas’s review of its customers’ credit information. Credit is extended on an
        unsecured basis to many of its energy customers. At December 31, 2006 and
        2005,
        the Partnership’s MGP’s credit evaluation indicated that it and the Partnership
        has no need for an allowance for possible losses.
  23
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Revenue
        Recognition**
 
 Revenues
        from sales of natural gas and oil are recognized by the Partnership when
        the gas
        and oil have been delivered to the purchaser. The Partnership’s natural gas is
        sold under various contracts entered into by its MGP. Virtually all of the
        MGP’s
        contract pricing provisions are tied to a market index, with certain adjustments
        based on, among other factors, whether a well delivers to a gathering or
        transmission line, quality of natural gas and prevailing supply and demand
        conditions, so that the price the Partnership receives from the sale of its
        natural gas fluctuates to remain competitive with natural gas supplies generally
        available in the market.
 
 Because
        there are timing differences between the delivery of the Partnership’s natural
        gas and oil and its receipt of a delivery statement, the Partnership has
        unbilled revenues. These revenues are accrued based on volumetric data from
        its
        records and its estimates of the related transportation and compression fees
        which are, in turn, based on applicable product prices. The Partnership had
        unbilled trade receivables of $493,400 at December 31, 2006 and $901,700
        at
        December 31, 2005 which are included in the accounts receivable -
        affiliate on the Partnership’s balance sheets.
 
 **Fair
        Value of Financial Instruments**
 
 For
        cash,
        receivables and payables, the carrying amounts approximate fair values because
        of the short maturities of these instruments.
 
 For
        derivatives the carrying value approximates fair value because they have
        been
        marked to market.
 
 **Supplemental
        Cash Flow Information**
 
 The
        Partnership considers temporary investments with a maturity at the date of
        acquisition of 90 days or less to be cash equivalents. No cash was paid by
        the
        Partnership for interest or income taxes for the years ended December 31,
        2006
        and 2005.
 
 **Concentration
        of Credit Risk**
 
 Financial
        instruments, which potentially subject the Partnership to concentrations
        of
        credit risk, consist principally of periodic temporary investments of cash
        and
        cash equivalents. The Partnership places its temporary cash investments in
        deposits with high-quality financial institutions. At December 31, 2006,
        the
        Partnership had $343,100 in deposits at one bank of which $243,100 was over
        the
        insurance limit of the Federal Deposit Insurance Corporation and at December
        31,
        2005 the Partnership had $473,400 in deposits at one bank of which $373,400
        was
        over the insurance limit of the Federal Deposit Insurance Corporation. No
        losses
        have been experienced on such investments.
 
 **Comprehensive
        Income**
 
 Comprehensive
        income includes net income and all other changes in equity of a business
        during
        a period from non-owner sources that, under accounting principles generally
        accepted in the United States of America, have not been recognized in the
        calculation of net income. For the Partnership this includes only changes
        in the
        fair value of unrealized hedging gains and losses.
 
  24
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Property
        and Equipment**
 
 Property
        and equipment are stated at cost. Depletion is based on cost less estimated
        salvage value primarily using the unit-of-production method over the assets’
estimated useful lives. Maintenance and repairs are expensed as incurred.
        Major
        renewals and improvements that extend the useful lives of property are
        capitalized. Oil and gas properties consist of the following at the dates
        indicated.
 
 **At
                  December 31,****2006**
              
              **2005**Mineral
                  interest in properties:Proved
                  properties
              
              $
              338,500
              
              $
              338,500Wells
                  and related equipment
              
              
              25,267,200
              
              
              25,206,00025,605,700
              
              
              25,544,500Accumulated
                  depletion of oil and gas properties
              
              
              (11,149,800
              )
              
              (10,358,100
              )$
              14,455,900
              
              $
              15,186,400
 **Oil
        and Gas Properties**
 
 The
        Partnership uses 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. Oil is converted
        to gas
        equivalent basis (“mcfe”) at the rate of one barrel equals 6 mcf.
 
 The
        Partnership’s long-lived assets are reviewed for impairment at least annually or
        whenever events or changes in circumstances indicate that the carrying amount
        of
        an asset may not be recoverable. Long-lived assets are reviewed for potential
        impairments at the lowest levels for which there are identifiable cash flows.
        The review is done by determining if the historical cost of proved properties
        less the applicable accumulated depreciation, depletion and amortization
        and
        asset retirement obligation is less than the estimated expected undiscounted
        future cash flows. The expected future cash flows are estimated based on
        the
        Partnership’s plans to continue to produce and develop proved reserves. 
The estimated future level of production is based on assumptions surrounding
        future levels of prices and costs, field decline rates, market demand and
        supply, and the economic and regulatory climates. The fair market value is
        the
        present value of future net revenues discounted at 10% using a 12 month
        NYMEX forward looking strip price for natural gas. If the carrying value
        exceeds
        such undiscounted cash flows, an impairment loss is recognized for the
        difference between the estimated fair market value and the carrying value
        of the
        assets. There was no impairment charge for the years ended December 31, 2006
        or
        2005.
 
 Upon
        the
        sale or retirement of a complete or partial unit of a proved property, the
        cost
        is eliminated from the property accounts, and the resultant gain or loss
        is
        reclassified to accumulated depletion. Upon the sale of an entire interest
        where
        the property had been assessed for impairment, a gain or loss is recognized
        in
        the statements of operations.
 
 **Asset
        Retirement Obligation**
 
 The
        fair
        values of asset retirement obligations are recognized in the period they
        are
        incurred if a reasonable estimate of fair value can be made. Asset retirement
        obligations primarily relate to the abandonment of oil and gas producing
        properties and include costs to dismantle and relocate or dispose of production
        equipment, gathering systems, wells and related structures. Estimates are
        based
        on historical experience in plugging and abandoning wells, estimated remaining
        lives of those wells based on reserve estimates, external estimates as to
        the
        cost to plug and abandon the wells in the future and federal and state
        regulatory requirements. The Partnership does not provide for a market risk
        premium associated with asset retirement obligation because a reliable estimate
        cannot be determined, see Note 3.
  25
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **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. Atlas Energy maintains insurance that may cover in whole or in
        part
        certain environmental expenditures. For the two years ended December 31,
        2006
        the Partnership had no environmental matters requiring specific disclosure
        or
        requiring recording of a liability.
 
 **Major
        Customers**
 
 The
        Partnership’s natural gas is sold under contract to various purchasers. For the
        years ended December 31, 2006 and 2005, Hess Corporation and UGI Energy
        Services, Inc. accounted for 54% and 19%, and 52% and 24%, respectively,
        of
        total revenues. No other customers accounted for 10% or more of total revenues
        for the years ended December 31, 2006 and 2005.
 
 **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.
 
 **Derivative
        Instruments**
 
 The
        Partnership applies the provisions of SFAS No. 133, *Accounting
        for Derivative Instruments and Hedging*  *Activity* (“SFAS
        No. 133”) and its various interpretations. SFAS No. 133 requires each derivative
        instrument to be recorded in the balance sheet as either an asset or liability
        measured at fair value. Changes in a derivative instrument’s fair value are
        recognized currently in earnings unless specific hedge accounting criteria
        are
        met.
 
 **Recently
        Issued Financial Accounting Standards**
 
 In
        February 2007, the FASB issued Statement of Financial Accounting Standards
        No.
        159, *The
        Fair Value Option for Financial Assets and Financial
        Liabilities* ,
        or
        (SFAS 159). SFAS 159 permits entities to choose to measure eligible financial
        instruments and certain other items at fair value. The objective is to improve
        financial reporting by providing entities with the opportunity to mitigate
        volatility in reported earnings caused by measuring related assets and
        liabilities differently without having to apply complex hedge accounting
        provisions. The Statement will be effective as of the beginning of an entity’s
        first fiscal year beginning after November 15, 2007. The Statement offers
        various options in electing to apply the provisions of this statement and
        at
        this time the Partnership has not made any decisions on its application to
        the
        Partnership’s financial position or results of operations. The Partnership is
        currently evaluating the impact of the adoption of SFAS 159 on its financial
        position and results of operations.
 
  26
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS - (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 In
        September 2006, the SEC staff issued Staff Accounting bulletin No. 108, *Considering
        the Effects of Prior year*  *Misstatements
        When Quantifying Misstatements in Current Year Financial
        Statements* ,
        or
        (“SAB 108”). SAB 108 was issued to provide consistency in how registrants
        quantify financial statement misstatements. The Partnership initially applied
        SAB 108 in connection with the preparation of its annual financial statements
        for the year ended December 31, 2006. The application of SAB 108 did not
        have a
        material effect on the Partnership’s financial position or results of
        operations.
 
 In
        September 2006, the Financial Accounting Standards Board, or FASB, issued
        Statement of Financial Accounting Standards No. 157, *Fair
        Value Measurement* ,
        or
        (“SFAS 157”). SFAS 157 addresses the need for increased consistency in fair
        value measurements, defining fair value as the price that would be received
        to
        sell an asset or paid to transfer a liability in an orderly transaction between
        market participants at the measurement date. It also establishes a framework
        for
        measuring fair value and expands disclosure requirements. SFAS 157 is effective
        for us beginning January 1, 2008. The Partnership is currently evaluating
        the
        impact of the adoption of SFAS 157 on its financial position and results
        of
        operations.
 
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, *Accounting
        for Uncertainty in Income Taxes and*  *Interpretation
        of FASB Statement No. 109* ,
        (“FIN
        48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
        in an entity’s financial statements and provides guidance on the recognition,
        de-recognition and measurement of benefits related to an entity’s uncertain tax
        positions. FIN 48 is effective for the Partnership beginning January 1, 2007.
        The Partnership's taxable income or loss will be absorbed by the Partners.
        The
        Partnership is currently evaluating the impact of the adoption of FIN 48
        on its
        financial position and results of operations, but since it is a non-taxable
        entity, does not currently expect the adoption of FIN 48 to have a material
        impact on its financial position or results of operations.
 
 In
        March
        2005, the FASB issued FASB Interpretation No. 47, *Accounting
        for Conditional Asset Retirement Obligations,* (“FIN
        47”), which will result in (a) more consistent recognition of liabilities
        relating to asset retirement obligations, (b) more information about expected
        future cash outflows associated with those obligations, and (c) more information
        about investments in long-lived assets because additional asset retirement
        cost
        will be recognized as part of the carrying amounts of the assets. FIN 47
        clarifies that the term conditional asset retirement obligation as used in
        statement No. 143, *Accounting
        for Asset Retirement Obligations* ,
        refers
        to a legal obligation to perform an asset retirement activity in which the
        timing and/or method of settlement. Uncertainty about the timing and/or method
        of settlement of a conditional asset retirement obligation should be factored
        into the measurement of the liability when sufficient information exists.
        FIN 47
        also clarifies when an entity would have sufficient information to reasonably
        estimate the fair value of an asset retirement obligation. The adoption of
        FIN
        47 in the 4 th quarter
        2005, did not have a material effect on our financial position or results
        of
        operations.
  27
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        3 - ASSET RETIREMENT OBLIGATION**
 
 The
        Partnership accounts for its estimated plugging and abandonment costs for
        its
        oil and gas properties in accordance with SFAS 143, *Accounting
        for Asset Retirement Obligations* and
        FASB
        Interpretation No. 47, *Accounting
        for*  *Conditional
        Asset Retirement Obligations* .
        (“FIN
        47”).
 
 A
        reconciliation of the Partnership’s liability for plugging and abandonment costs
        for the years ended December 31, 2006 and 2005 is as follows:
 
 **2006**
              
              **2005**Asset
                  retirement obligation, at beginning of year
              
              $
              672,600
              
              $
              520,900Revision
                  in estimates
              
              
              61,200
              
              
              120,500Accretion
                  expense
              
              
              40,400
              
              
              31,200Total
                  asset retirement obligation, at end of year
              
              $
              774,200
              
              $
              672,600
 
 **NOTE
        4 - PARTICIPATION IN REVENUES AND COSTS**
 
 The
        MGP
        and the Limited Partners generally participate in revenues and costs in the
        following manner:
 
 **Managing****General**
              
              **Limited****Partner**
              
              **Partners**Organization
                  and offering costs
              
              
              100
              %
              
              0
              %Lease
                  costs
              
              
              100
              %
              
              0
              %Revenues(1)
              
              
              32.0
              %
              
              68.0
              %Operating
                  costs, administrative costs, direct and all other costs(2)
              
              
              32.0
              %
              
              68.0
              %Intangible
                  drilling costs
              
              
              0
              %
              
              100
              %Tangible
                  equipment costs
              
              
              66
              %
              
              34
              %
  
 (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. (2)
            These
                costs will be charged to the partners in the same ratio as the related
                production revenues are credited. 
 **NOTE
        5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS**
 
 The
        Partnership has entered into the following significant transactions with
        its
        MGP, and its affiliates as provided under the Partnership
        agreement:
 
 ·
            Administrative
                costs which are included in general and administrative expenses in
                the
                Partnership’s Statements of Operations are payable at $75 per well per
                month. Administrative costs incurred in 2006 and 2005 were $88,000
                and
                $89,700, respectively.  28
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
        (Continued)**
 
 ·
            Monthly
                well supervision fees which are included in production expenses in
                the
                Partnership’s Statements of Operations are payable at $303 per well per
                month for operating and maintaining the wells. Well supervision fees
                incurred in 2006 and 2005 were $355,300 and $328,300,
                respectively. 
 ·
            Transportation
                fees which are included in production expenses in the Partnership’s
                Statements of Operations are payable at rates ranging from $ .29-$.35
                per
                Mcf (one thousand cubic feet) to 10% of the natural gas sales price.
                A
                gathering fee is paid to the MGP at a competitive rate for each Mcf
                of
                natural gas transported. Transportation costs incurred in 2006 and
                2005
                were $352,700 and $165,300, respectively. 
 ·
            The
                managing general partner and its affiliates are reimbursed for all
                direct
                costs expended on the Partnership’s behalf. For the years ended December
                31, 2006 and 2005. The managing general partner was reimbursed for
                $154,000 and $158,000, respectively, for direct
                costs. 
 As
        the
        MGP, Atlas performs all administrative and management functions for the
        Partnership including billing revenues and paying expenses. Accounts receivable
        - affiliate on the Partnership’s Balance Sheets represents the net production
        revenues due from Atlas.
 
 **NOTE
        6 - COMMITMENTS**
 
 Subject
        to certain conditions, investor partners may present their interests beginning
        in 2007 for purchase by Atlas Resources. The purchase price is calculated
        by
        Atlas Resources in accordance with the terms of the partnership agreement.
        Atlas
        Resources is not obligated to purchase more than 5% of the units in any calendar
        year. In the event that Atlas Resources is unable to obtain the necessary
        funds
        it may suspend its purchase obligation. At December 31, 2006 Atlas Resources
        had
        purchased less than 1% of investor partner units.
 
 Beginning
        one year after each of the Partnership’s wells has been placed into production
        the MGP, as operator, may retain $200 per month per well to cover our
        estimated future plugging and abandonment costs. As of December 31, 2006
        the MGP
        has not withheld any such funds.
 
 **NOTE
        7 - SUBORDINATION OF MANAGING GENERAL PARTNER’S REVENUE
        SHARE**
 
 Under
        the
        terms of the partnership agreement, the MGP 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 limited 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 limited partners (June 2002). During
        the
        subordination period, the MGP can be reimbursed for any subordination advances
        to the extent distributions to limited partners exceed the 10% return. Since
        the
        inception of the program the MGP has not been required to subordinate any
        of its
        net revenues to the limited partners.
 
 **NOTE** **8
        - DERIVATIVE INSTRUMENTS**
 
 Atlas
        Energy on behalf of the Partnership from time to time enters into natural
        gas
        futures and option contracts to hedge exposure to changes in natural gas
        prices.
        At any point in time, such contracts may include regulated NYMEX futures,
        options contracts, and non-regulated over-the-counter futures contracts with
        qualified counterparties. NYMEX contracts are generally settled with offsetting
        positions, but may be settled by the delivery of natural gas.
  29
  
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE** **8
        - DERIVATIVE INSTRUMENTS (Continued)**
 
 Atlas
        Energy on behalf of the Partnership formally documents all relationships
        between
        hedging instruments and the items being hedged, including the Partnership’s risk
        management objective and strategy for undertaking the hedging transactions.
        This
        includes matching the natural gas futures and options contracts to the
        forecasted transactions. Atlas Energy assesses, both at the inception of
        the
        hedge and on an ongoing basis, whether the derivatives are highly effective
        in
        offsetting changes in the fair value of hedged items. Historically these
        contracts have qualified and been designated as cash flow hedges and recorded
        at
        their fair values. Derivatives are recorded on the balance sheet as assets
        and
        liabilities at fair value. Gains or losses on future contracts are determined
        as
        the difference between the contract price and a reference price,
        generally prices on NYMEX. Changes in fair value are recognized in Partners’
Capital as accumulated other comprehensive income (loss) and recognized within
        the Statements of Operations in the month the hedged gas is settled. If it
        is
        determined that a derivative is not highly effective as a hedge or it has
        ceased
        to be a highly effective hedge, due to the loss of correlation between changes
        in gas reference prices under a hedging instrument and actual gas prices,
        Atlas
        Energy will discontinue hedge accounting for the derivative and subsequent
        changes in fair value for the derivative will be recognized immediately into
        earnings.
  
 At
        December 31, 2006, Atlas Energy had allocated open natural gas futures contracts
        to the Partnership related to sales covering 1,168,500 dekatherms (“Dth”) (net
        to the Partnership ) of natural gas, maturing through December 31, 2010 at
        an
        average settlement price of $8.51 per Dth. At December 31, 2006, The Partnership
        reflected net hedging assets on its balance sheet of $1,009,500. Of the
        $1,009,500 net gain in accumulated other comprehensive income at December
        31,
        2006, if the fair values of the instruments remain at current market values,
        the
        Partnership will reclassify $583,900 of net gains to its Statement of Operations
        over the next twelve month period as these contracts expire, and $425,600
        of net
        gains will be reclassified in later periods. Actual amounts that will be
        reclassified will vary as a result of future price changes. Ineffective hedge
        gains or losses are recorded within its Statement of Operations while the
        hedge
        contract is open and may increase or decrease until settlement of the contract.
        The Partnership realized gains of $359,100 and $24,500 for the years ended
        December 31, 2006 and 2005, respectively, in its gas and oil revenues within
        its
        Statement of Operations related to the settlement of qualifying hedge
        instruments. The Partnership recognized no gains or losses during the two
        years
        ended December 31, 2006 for hedge ineffectiveness or as a result of the
        discontinuance of these cash flow hedges.
 
 As
        of
        December 31, 2006, Atlas Energy had allocated to the Partnership, the following
        natural gas hedged volumes:
 
 **Natural
                  Gas Fixed - Price Swaps****Production**
              
              
              
              **Average**
              
              **Net
                  Fair Value****Period**
              
              **Volumes**
              
              **Fixed
                  Price**
              
              **Asset****(2)****Ended
                  December 31,**
              
              **(MMBTU)****(1)**
              
              **(per
                  MMBTU)**
              
              **(in
                  thousands)**2007
              
              
              349,900
              
              $
              8.60
              
              $
              5842008
              
              
              369,300
              
              
              8.91
              
              
              2502009
              
              
              334,400
              
              
              8.31
              
              
              1642010
              
              
              114,900
              
              
              7.53
              
              
              12Total
                  asset
              
              
              
              
              
              
              
              $
              1,010
  
 (1)
            MMBTU
                represents million British Thermal Units. (2)
            Fair
                value based on forward NYMEX natural gas prices, as
                applicable.  30
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        9- NATURAL GAS AND OIL PRODUCING ACTIVITIES**
 
 The
        following table sets forth the book and estimated fair values of derivative
        instruments at the dates indicated (in thousands):
 
 **December
                  31, 2006**
              
              **December
                  31, 2005****Book
                  Value**
              
              **Fair
                  Value**
              
              **Book
                  Value**
              
              **Fair
                  Value**AssetsDerivative
                  instruments
              
              $
              1,095
              
              $
              1,095
              
              $
              67
              
              $
              67$
              1,095
              
              $
              1,095
              
              $
              67
              
              $
              67LiabilitiesDerivative
                  instruments
              
              $
              (85
              )
              $
              (85
              )
              $
              (299
              )
              $
              (299
              )$
              1,010
              
              $
              1,010
              
              $
              (232
              )
              $
              (232
              )
 
 The
        supplementary information summarized below presents the results of natural
        gas
        and oil activities in accordance with Statements of Financial Accounting
        Standards No. 69, *Disclosures
        About Oil and Gas Producing Activities* (“SFAS
        No. 69”). Annually, reserve value information is provided to the investor
        partners pursuant to the partnership agreement. The partnership agreement
        provides a presentment feature whereby the MGP 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 Related to Oil and Gas Producing Activities***
 
 The
        following table presents the capitalized costs related to natural gas and
        oil
        producing activities at December 31:
 
 **2006**
              
              **2005**Capitalized
                  costs at December 31:Mineral
                  interests in proved properties
              
              $
              338,500
              
              $
              338,500Wells
                  and related equipment
              
              
              25,267,200
              
              
              25,206,000Accumulated
                  depletion
              
              
              (11,149,800
              )
              
              (10,358,100
              )**Net
                  capitalized cost**
              
              $
              14,455,900
              
              $
              15,186,400
 
 ***(2)***  ***Results
        of Operations of Oil and Gas Producing Activities***
 
 The
        following table presents the results of operations related to natural gas
        and
        oil production for the years ended December 31:
 
 **2006**
              
              **2005**Natural
                  gas and oil sales
              
              $
              3,826,900
              
              $
              4,791,900Production
                  costs
              
              
              (819,900
              )
              
              (605,600
              )Accretion
                  of asset retirement obligation
              
              
              (40,400
              )
              
              (31,200
              )Depletion
              
              
              (791,700
              )
              
              (1,255,100
              )General
                  and administrative
              
              
              (130,100
              )
              
              (135,700
              )**Results
                  of operations from oil and gas producing
                  activities**
              
              $
              2,044,800
              
              $
              2,764,300
 
  31
 
 **ATLAS
        AMERICA PUBLIC #10 LTD.**
 **NOTES
        TO FINANCIAL STATEMENTS** **-
        (Continued)**
 **DECEMBER
        31, 2006**
 
 **NOTE
        9- NATURAL GAS AND OIL PRODUCING ACTIVITIES (Continued)**
 
 ***(3)***  ***Costs
        Incurred in Oil and Gas Producing Activities***
 
 Costs
        incurred for the years ended December 31, are as follows:
 
 **2006**
              
              **2005**Development
                  costs
              
              $
              61,200
              
              $
              120,500
 
 ***(4)***  ***Oil
        and Gas Reserve Information***
 
 The
        information presented below represents estimates of proved natural gas and
        oil
        reserves. The estimates of the Partnership’s proved gas and oil reserves are
        based upon evaluations made by management and verified by Wright & Company,
        Inc., an independent petroleum-engineering firm, as of December 31, 2006
        and
        2005. All reserves are located within the United States of America. 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. Proved reserves are estimated quantities of crude oil and natural
        gas 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.
 
 Proved
        developed reserves are those which are expected to be recovered through existing
        wells with existing equipment and operating methods. Additional oil and gas
        expected to be obtained through the application of fluid injection or other
        improved recovery techniques for supplementing the natural forces and mechanisms
        of primary recovery should be included as “proved developed reserves” only after
        testing by a pilot project or after the operation of an installed program
        has
        confirmed through production response that increased recovery will be achieved.
        All reserves are proved developed reserves and are located in the Appalachian
        Basin area.
 
 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. In addition, the standardized measure of discounted future
        net
        cash flows may not represent the fair market value of the Partnership’s oil and
        gas reserves or the present value of future cash flows of equivalent reserves,
        due to anticipated future changes in oil and gas prices and in production
        and
        development costs and other factors for which effects have not been
        provided.
 
 **Natural
                  Gas**
              
              **Oil****(Mcf)**
              
              **(Bbls)**Proved
                  developed reserves:**Balance
                  December 31, 2004**
              
              
              6,024,900
              
              
              26,600Production
              
              
              (612,600
              )
              
              (3,900
              )Revisions
                  to previous estimates
              
              
              1,270,600
              
              
              2,800**Balance
                  December 31, 2005**
              
              
              6,682,900
              
              
              25,500Production
              
              
              (422,000
              )
              
              (1,400
              )Revisions
                  to previous estimates
              
              
              (1,558,400
              )
              
              (14,400
              )**Balance
                  December 31, 2006**
              
              
              4,702,500
              
              
              9,700
 
  32
  
 **ITEM
                  8.**
              **CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND**
                **FINANCIAL
                  DISCLOSURE:**
 
 None.
 
 **ITEM
        8A.**  **CONTROLS
        AND PROCEDURES**
 
 Under
        the
        supervision and with the participation of our MGP's management, including
        our
        MGP's Chief Executive Officer and Chief Financial Officer, our MGP has evaluated
        the effectiveness of the design and operation of its disclosure controls
        and
        procedures (as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e))
        as of
        the end of the period covered by this annual report on Form 10-KSB, and,
        based
        on their evaluation, the Chief Executive Officer and Chief Financial Officer
        have concluded that these disclosure controls and procedures are effective
        in
        all material respects, including those to ensure that information required
        to be
        disclosed in reports filed or submitted under the Securities Exchange Act
        is
        recorded, processed, summarized, and reported, within the time periods specified
        in the SEC’s rules and forms, and is accumulated and communicated to management,
        including our MGP's Chief Executive Officer and Chief Financial Officer,
        as
        appropriate to allow for timely disclosure. There have been no changes during
        our last fiscal quarter that materially affected, or are reasonably likely
        to
        materially affect, our internal control over financial reporting.
 
 **ITEM
        8B.**  **OTHER
        INFORMATION**
 
 None.
 
 **PART
        III**
 
 **ITEM
                  9.**
              **DIRECTORS,
                  EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES, COMPLIANCE**
                **WITH
                  SECTION 16(a) OF THE EXCHANGE
                  ACT**
 
 Atlas
        America (ATLS) transferred to Atlas Energy Resources, LLC (ATN), a newly-formed,
        limited liability company subsidiary of Atlas America, substantially all
        of its
        natural gas and oil exploration and production assets in December 2006 pursuant
        to the completion of an initial public offering of 7,273,750 of its Class
        B
        limited liability company interest. As consideration for this contribution,
        on
        December 18, 2006 Atlas Energy Resources, LLC distributed to Atlas America
        $139,944,000 net proceeds of the offering, 29,352,996 of common units, 748,456
        Class A units, and the management incentive interest. Also pursuant to the
        contribution agreement, Atlas America contributed to its subsidiary, Atlas
        Energy Management, Inc. (“Atlas Management”), the 748,456 Class A units and the
        management incentive interest. Atlas America retained approximately 81% of
        the
        limited liability company interest of Atlas Energy Resources, LLC, which
        will
        continue to provide Atlas America control over Atlas Energy Resources, LLC
        and
        its assets and business.
 
 Atlas
        America is headquartered at 311 Rouser Road, Moon Township, Pennsylvania
        15108,
        which is also our MGP’s primary office.
   33
  
 **Executive
        Officers and Directors** .
        The
        executive officers and directors of our MGP will serve until their successors
        are elected. The executive officers and directors of our MGP are as
        follows:
 
 **NAME**
              **AGE**
              **POSITION
                  OR OFFICE**Freddie
                  M. Kotek
              51
              Chairman
                  of the Board of Directors, Chief Executive Officer and
                  PresidentFrank
                  P. Carolas
              47
              Executive
                  Vice President - Land and Geology and a DirectorJeffrey
                  C. Simmons
              48
              Executive
                  Vice President - Operations and a DirectorJack
                  L. Hollander
              50
              Senior
                  Vice President - Direct Participation ProgramsNancy
                  J. McGurk
              51
              Senior
                  Vice President - Chief Financial OfficerMichael
                  L. Staines
              57
              Senior
                  Vice President, Secretary and a DirectorMatthew
                  A. Jones
              45
              Chief
                  Financial Officer
 
 With
        respect to the biographical information set forth below:
 
 ·
            the
                approximate amount of an individual’s professional time devoted to the
                business and affairs of our 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 ·
            for
                those individuals who also hold senior positions with other affiliates
                of
                our managing general partner, if it is stated that they devote
                approximately 100% of their professional time to our 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 our managing
                general partner and Atlas as compared with the other affiliates of
                our
                managing general partner, such as Viking Resources or Resource
                Energy. 
 **Freddie
        M. Kotek.** President
        and Chief Executive Officer since January 2002 and Chairman of the Board
        of
        Directors since September 2001. Mr. Kotek has been Executive Vice President
        of
        Atlas America since February 2004, and served as a director from September
        2001
        until February 2005 and served as Chief Financial Officer from February 2004
        until March 2005. Mr. Kotek was a Senior Vice President of Resource America,
        and
        President of Resource Leasing, Inc. (a wholly-owned subsidiary of Resource
        America) from 1995 until May, 2004 when he resigned from Resource America
        and
        all of its subsidiaries which are not subsidiaries of Atlas America. Mr.
        Kotek
        was President of Resource Properties from September 2000 to October 2001
        and its
        Executive Vice President from 1993 to August 1999. 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. Mr. Kotek devotes
        approximately 95% of his professional time to the business and affairs of
        the
        MGP and Atlas America, Atlas Energy Resources, LLC and Atlas Energy Management,
        Inc., and the remainder of his professional time to the business and affairs
        of
        the MGP’s affiliates.
 
 **Frank
        P. Carolas.** Executive
        Vice President-Land and Geology and a Director since January 2001. Mr. Carolas
        has been an Executive Vice President of Atlas America since January 2001
        and
        served as a Director of Atlas America from January 2002 until February 2004.
        Mr.
        Carolas has been a Senior Vice President of Atlas Energy Management, Inc.
        since
        2006. Mr. Carolas was a Vice President of Resource America from April 2001
        until
        May 2005 when he resigned from Resource America. Mr. Carolas served as Vice
        President of Land and Geology for the MGP from July 1999 until December 2000
        and
        for Atlas America from 1998 until December 2000. 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 MGP. Mr. Carolas is a certified petroleum
        geologist and has been with the MGP 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 MGP, Atlas America, Atlas Energy Resources, LLC and Atlas
        Energy
        Management, Inc.
  34
  
 **Jeffrey
        C. Simmons.** Executive
        Vice President-Operations and a Director since January, 2001. Mr. Simmons
        has
        been an Executive Vice President of Atlas America since January 2001 and
        was a
        Director of Atlas America from January 2002 until February 2004. Mr. Simmons
        has
        been a Senior Vice President of Atlas Energy Management, Inc. since 2006.
        Mr.
        Simmons was a Vice President of Resource America from April 2001 until May
        2005
        when he resigned from Resource America. Mr. Simmons served as Vice President
        of
        Operations for the MGP from July 1999 until December 2000 and for Atlas America
        from 1998 until December 2000. 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. Mr. Simmons received his Bachelor of Science
        degree with honors from Marietta College in 1981 and his Masters degree in
        Business Administration from Ashland University in 1992. Mr. Simmons devotes
        approximately 90% of his professional time to the business and affairs of
        the
        MGP, Atlas America, and the remainder of his professional time to the business
        and affairs of the MGP’s other affiliates, primarily Viking Resources and
        Resource Energy, Atlas Energy Resources, LLC and Atlas Energy Management,
        Inc.
 
 **Jack
        L. Hollander.** Senior
        Vice President - Direct Participation Programs since January 2002 and before
        that he served as Vice President - Direct Participation Programs from January
        2001 until December 2001. Mr. Hollander also serves as Senior Vice President
        -
        Direct Participation Programs of Atlas America since January 2002. Mr. Hollander
        practiced law with Rattet, Hollander & Pasternak, concentrating in tax
        matters and real estate transactions, from 1990 to January 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, and the Chairman of the Investment Program Association
        which is an industry association, as of March 2005. Mr. Hollander devotes
        approximately 100% of his professional time to the business and affairs of
        the
        MGP, Atlas America, Atlas Energy Resources, LLC and Atlas Energy Management,
        Inc.
 
 **Nancy
        J. McGurk.** Ms.
        McGurk has been Chief Accounting Officer of Atlas Energy Resources, LLC and
        Atlas Energy Management. Senior Vice President since January 2002, Chief
        Accounting Officer since January 2001 and Chief Financial Officer until March
        2006. Ms. McGurk also serves as Senior Vice President since January 2002
        and
        Chief Accounting Officer of Atlas America since January 2001. Ms. McGurk
        served
        as Chief Financial Officer for Atlas America from January 2001 until February
        2004. Ms. McGurk was a Vice President of Resource America from 1992 until
        May
        2004 and its Treasurer and Chief Accounting Officer from 1989 until May 2004
        when she resigned from 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. Ms. McGurk devotes
        approximately 80% of her professional time to the business and affairs of
        the
        MGP, Atlas America, Atlas Energy Resources, LLC and Atlas Energy Management,
        Inc. and the remainder of her professional time to the business and affairs
        of
        the MGP’s other affiliates.
 
 **Michael
        L. Staines.** Senior
        Vice President, Secretary, and a Director since 1998. Mr. Staines has been
        an
        Executive Vice President and Secretary of Atlas America since 1998. Mr. Staines
        was a Senior Vice President of Resource America from 1989 until May, 2005
        when
        he resigned from Resource America. Mr. Staines was a director of Resource
        America from 1989 to February 2000 and Secretary from 1989 to October 1998.
        Mr.
        Staines has been President of Atlas Pipeline Partners GP since January 2001
        and
        its Chief Operating Officer and a member of its Managing Board since its
        formation in November 1999. 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. Mr. Staines devotes
        approximately 5% of his professional time to the business and affairs of
        the MGP
        and Atlas America, and the remainder of his professional time to the business
        and affairs of the MGP’s other affiliates, including Atlas Pipeline Partners
        GP.
  35
  
 **Matthew
        A. Jones** Chief
        Financial Officer since March 2006 for Atlas Resources, LLC. Mr. Jones has
        been
        the Chief Financial Officer since January 2006 and a director of Atlas Pipeline
        Holdings since February 2006 and has been Chief Financial Officer of Atlas
        Pipeline Partners GP and Atlas America since March 2005. He has been the
        Chief
        Financial Officer and a director of Atlas Energy Resources and Atlas Energy
        Management since their formation. From 1996 to 2005, Mr. Jones worked in
        the
        Investment Banking Group at Friedman Billings Ramsey, concluding as Managing
        Director. Mr. Jones worked in Friedman Billings Ramsey’s Energy Investment
        Banking Group from 1999 to 2005, and in Friedman Billings Ramsey’s Specialty
        Finance and Real Estate Group from 1996 to 1999. Mr. Jones is a Chartered
        Financial Analyst.
 
 **Audit
        Committee Financial Expert.** The
        Board of Directors of our MGP acts as the audit committee. The Board of
        Directors has determined that Freddie M. Kotek meets the requirement of an
        “audit committee financial expert”, he is not independent.
 
 **Remuneration
        of Officers and Directors.** No
        officer or director of the MGP will receive any direct remuneration or other
        compensation from the Partnerships. These persons will receive compensation
        solely from affiliated companies of the MGP.
 
 **Code
        of Business Conduct and Ethics.** Because
        the Partnerships do not directly employ and persons, the MGP has determined
        that
        the partnerships will rely on a Code of business Conduct and Ethics adopted
        by
        Atlas America, Inc. and/or Atlas Energy Resources, LLC that applies to the
        principal executive officer, principal financial officer and principal
        accounting officer of the MGP, as well as to persons performing services
        for the
        managing general partner generally. You may obtain a copy of this Code of
        Business Conduct and Ethics by a request to the MGP at Atlas Resources, LLC,
        311
        Rouser Road, Moon Township, Pennsylvania 15108.
 
 **ITEM
        10.**  **EXECUTIVE
        COMPENSATION**
 
 We
        have
        no employees and rely on the employees of our MGP and its affiliates for
        all
        services. No officer or director of our MGP will receive any direct remuneration
        or other compensation from us. Those persons will receive compensation solely
        from affiliated companies of our MGP. See Item 12 “Certain Relationships and
        Related Party Transactions” for a discussion of compensation paid by us to our
        MGP.
 
 **ITEM
        11.**  **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
 
 As
        of
        December 31, 2006, we had issued and outstanding units of 2,135. Mr. Jack
        Hollander, an officer of our MGP owns .50 units, which equals a partnership
        interest of .016%. Although, subject to certain conditions, investor partners
        may present their units to us beginning in 2006 for purchase, the MGP is
        not
        obligated by the Partnership agreement from purchasing more than 5% of our
        total units outstanding in any calendar year.
 
 **Organizational
        and Security Ownership of Beneficial Owners.** Atlas
        America owns approximately 81% of the limited liability company interest
        of
        Atlas Energy Resources, LLC which owns 100% of the limited liability company
        interests of Atlas Energy Operating Company, LLC, which owns 100% of the
        limited
        liability company interests of AIC, LLC, which owns 100% of the limited
        liability company interest of the managing general partner. The officers
        and
        directors of Atlas America and Atlas Energy Resources LLC are set forth below.
        The directors of AIC, LLC are Jonathan Z. Cohen, Michael L. Staines, and
        Jeffrey
        Simmons. The biographies of Messrs, Staines and Simmons are set forth
        above.
 
 **ITEM
        12.**  **CERTAIN
        RELATIONSHIPS AND RELATED PARTY TRANSACTIONS**
 
 **Oil
        and Gas Revenues.** Our MGP
        is allocated 32% of our oil and gas revenues in return for its payment and/or
        contribution of services towards our organization and offering costs equal
        to
        15% of our subscriptions, its payment of 66% of the tangible costs of drilling
        and completing our wells and its contribution to us of all of our oil and
        gas
        leases These capital contributions from our MGP totaled $7,227,400. During
        the
        years ended December 31, 2006 and 2005, our MGP received $962,200 and
        $1,339,600, respectively, from our net production revenues.
  36
  
 **Administrative
        Costs.** Our MGP
        and its affiliates receive an unaccountable, fixed payment reimbursement
        for the
        administrative costs they incur on our behalf of $75 per well per month,
        which
        is proportionately reduced to the extent we acquired less than 100% of the
        working interest in a well. Our MGP received $88,000 and $89,700 in such
        fees
        for the years ended December 31, 2006 and 2005, respectively.
 
 **Direct
        Costs.** Our MGP
        (including other serving as operator) and its affiliates are reimbursed by
        us for all direct costs expended by them on our behalf. For the years ended
        December 31, 2006 and 2005, we reimbursed the MGP for $154,000 and $158,000,
        respectively, for direct costs.
 
 **Well
        Charges.** Our MGP,
        as operator is reimbursed at acutal cost for all direct expenses incurred
        on our behalf and receives well supervision fees for operating and maintaining
        the wells during producing operations in the amount of $303 per will per
        month
        subject to an annual adjustment for inflation. During the calendar years
        ended
        December 31, 2006 and 2005, our MGP received $355,300 and $328,300,
        respectively, for well supervision fees.
 
 **Transportation
        Fees.** We pay a
        gathering fee to our MGP at a competitive rate for each mcf of our natural
        gas
        transported. Transportation rates range from $.29-$.35 per Mcf (one thousand
        cubic feet) to 10% of the natural gas sales price. For the years ended December
        31, 2006 and 2005 $352,700 and $165,300, respectively, was paid to our MGP
        for
        gathering fees. In turn, our MGP paid 100% of these amounts to Atlas Pipeline
        Partners, L.P. for the use of its gathering system in transporting a majority
        of
        our natural gas production.
 
 **Other
        Compensation.** For the
        years ended December 31, 2006 and 2005, our MGP did not advance any funds
        to us,
        nor did it provide us with any equipment, supplies or other
        services.
  37
  
 **ITEM
        13.**  **EXHIBITS**
 
 **EXHIBIT
        INDEX**
 
 **Description**
              
              **Location**4(a)
              
              Certificate
                  of Limited Partnership for Atlas America
              
              Previously
                  filed in our Form SB-2/A onPublic
                  #10 Ltd.
              
              October
                  26, 20014(b)
              
              Amended
                  and Restated Certificate and Agreement
              
              Previously
                  filed in our Form SB-2/A onof
                  Limited Partnership for Atlas America Public #10 Ltd.
              
              October
                  26, 20014(c)
              
              Drilling
                  and Operating Agreement for Atlas America
              
              Previously
                  filed in our Form SB-2/A onPublic
                  #10 Ltd.
              
              October
                  26, 200131.1
              
              Rule
                  13a-14(a)/15(d) - 14(a) Certification31.2
              
              Rule
                  13a-14(a)/15(d) - 14(a) Certification32.1
              
              Section
                  1350 Certification32.2
              
              Section
                  1350 Certification
 
 **ITEM
        14.**  **PRINCIPAL
        ACCOUNTANT FEES AND SERVICES**
 
 **Audit
        Fees.** The
        aggregate fees billed by our independent auditors, Grant Thornton LLP, for
        professional services rendered for the audit of our annual financial statements
        for the years ended December 31, 2006 and 2005 and for the reviews of the
        financial statements included in our Quarterly Reports on Form 10-QSB during
        such years were $20,700 and $24,700, respectively.
 
 **Procedures
        for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
        of
        Independent Auditor.** Pursuant
        to its charter, the audit committee of our MGP is responsible for reviewing
        and
        approving, in advance, any audit and any permissible non-audit engagement
        or
        relationship between us and our independent auditors. We do not have a separate
        audit committee.
  38
  
 **SIGNATURES**
 
 In
                  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
                  caused this report to be signed on itsbehalf
                  by the undersigned, thereunto duly authorized.Atlas
                  America Public #10 Ltd.Atlas
                  Resources, LLC, Managing General PartnerDate:
                  April 2, 2007
              
              By:/s/
                  Freddie M. KotekFreddie
                  M. Kotek Chairman of the Board of Directors, Chief
                  ExecutiveOfficer
                  and PresidentIn
                  accordance with the Exchange Act, this report has been signed by
                  the
                  following persons on behalf of theregistrant
                  and in the capacities and on the dates indicated.Date:
                  April 2, 2007
              
              By:/s/
                  Freddie M. KotekFreddie
                  M. Kotek, Chairman of the Board of Directors, Chief
                  ExecutiveOfficer
                  and PresidentDate:
                  April 2, 2007
              
              By:/s/
                  Frank P. CarolasFrank
                  P. Carolas, Executive Vice President - Land and GeologyDate:
                  April 2, 2007
              
              By:/s/
                  Jeffrey C. SimmonsJeffrey
                  C. Simmons, Executive Vice President - OperationsDate:
                  April 2, 2007
              
              By:/s/
                  Nancy J. McGurkNancy
                  J. McGurk, Vice President, Chief Accounting OfficerDate:
                  April 2, 2007
              
              By:/s/
                  Matthew A. JonesMatthew
                  A. Jones, Chief Financial Officer
 
 **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.
  39