Washington, D.C.  20549

Form 10-KSB

(Mark One)

[ X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
     For the fiscal year ended December 31, 1998

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

     Commission file number  333-09991

     Atlas-Energy for the Nineties-Public #5 Ltd.
     (Name of small business issuer in its charter)

Pennsylvania                              25-1795703

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

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

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

                Title of each class                         Name of 
each exchange on which registered     

                          None                                             
None

Securities registered under Section 12(g) of the Exchange Act

     None
     (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 
for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the 
past 90 days.  Yes    X     No _____

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


State issuer's revenues for its most recent fiscal year.   $1,028,295

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

Transitional Small Business Disclosure Format (check one):

Yes      X        No _____     

--------------------------------------------------------------------
PART I

ITEM 1.     DESCRIPTION OF BUSINESS

Atlas-Energy for the Nineties-Public #5 Ltd. (the "Partnership") was 
formed under the Pennsylvania Revised Uniform Limited Partnership Act 
on July 26, 1996, with Atlas Resources, Inc. ("Atlas") as Managing 
General Partner.  The Partnership had its initial and final closing on 
December 31, 1996, and was funded with subscriptions of $7,992,240 to 
drill natural gas development wells.  Also, on the closing, the 
Managing General Partner was credited with a total capital contribution 
of $1,654,740 because of certain expenditures it made on behalf of the 
Partnership and certain prospects it contributed to the Partnership.  
The Partnership has not filed bankruptcy nor has the Partnership been 
involved in any material reclassification, merger, consolidation, 
receivership or similar proceeding or purchase or sale of a significant 
amount of assets not in the ordinary course of business.
The Partnership was funded to drill natural gas development wells with 
the objective being the discovery and production of natural gas in 
commercially marketable quantities.   Because the initial and final 
closing date was December 31, 1996, the Partnership did not conduct any 
drilling activities in 1996; however, the Partnership did prepay the 
drilling costs pursuant to the drilling and operating agreement with 
Atlas, on December 31, 1996, in an amount equal to $6,391,298.  The 
drilling and operating agreement provided that 35.91 development wells 
would be drilled to the Clinton/Medina geological formation in Mercer, 
Lawrence and Butler Counties, Pennsylvania.  Atlas and its affiliates 
had sufficient leasehold inventory to provide the prospects to be 
developed by the Partnership.  See  "Description of Property."
For the next 12 months management believes that the Partnership has 
adequate capital in order to conduct its operations.  The Partnership 
had sufficient capital resources from the closing to drill and develop 
approximately 35.91 net wells.  No other wells will be drilled and 
therefore no additional funds will be required.  The payment of 
operation and maintenance costs did not begin until the Partnership 
wells began to generate revenue.  Although management does not 
anticipate that the Partnership will have to do so, any additional 
funds which may be required will be obtained from production revenues 
from Partnership wells or from borrowings by the Partnership from Atlas 
or its affiliates.  Atlas, however, is not contractually committed to 
make such a loan.  The amount that may be borrowed by the Partnership 
from Atlas and its affiliates, if any amounts are borrowed, may not at 
any time exceed 5% of the Partnership subscription.  No borrowings will 
be obtained from third parties.
With respect to operating and maintenance costs, the Partnership's 
commitments pursuant to the drilling and operating agreement are 
expected to be fulfilled through revenues generated from the sale of 
gas and oil. During producing operations Atlas, as operator, will 
receive a monthly well supervision fee of $275 (proportionately reduced 
to the extent less than 100% of the working interest was acquired) for 
each producing well for which it has responsibility under the drilling 
and operating agreement.  The well supervision fee covers all normal 
and regularly recurring operating expenses for the production, delivery 
and sale of gas, such as well tending, routine maintenance and 
adjustment, reading meters, recording production, pumping, maintaining 
appropriate books and records, preparing reports to the Partnership and 
to government agencies, and collecting and disbursing revenues.  The 
well supervision fees do not include costs and expenses related to the 
production and sale of oil, purchase of equipment, materials or third 
party services, brine disposal, and rebuilding of access roads, all of 
which will be billed at the invoice cost of materials purchased or 
third party services performed.  As operator Atlas charges the 
Partnership at cost for third party services and materials provided for 
each well which has been placed in operation, and a reasonable charge 
for services performed directly by Atlas or its affiliates.  The 
drilling and operating agreement also gives the operator the right at 
any time after three years from the date a Partnership well has been 
placed into production to retain $200 per month to cover future 
plugging and abandonment of such well.
Natural gas and any oil produced by the wells developed by the 
Partnership must be marketed in order for the Partnership to realize 
revenues from such production.  The Partnership did not purchase and 
does not anticipate selling any producing wells.  In recent years 
natural gas and oil prices have been volatile.  
The marketing of natural gas and oil production, if any, will be 
affected by numerous factors beyond the control of the Partnership and 
the effect of which cannot be accurately predicted.  These factors 
include the availability and proximity of adequate pipeline or other 
transportation facilities; the amount of domestic production and 
foreign imports of oil and gas; competition from other energy sources 
such as coal and nuclear energy; local, state and federal regulations 
regarding production and the cost of complying with applicable 
environmental regulations; and fluctuating seasonal supply and demand.  
For example, the demand for natural gas is greater in the winter months 
than in the summer months, which is reflected in a higher spot  market 
price paid for such gas.  Also, increased imports of oil and natural 
gas have occurred and are expected to continue. The free trade 
agreement between Canada and the United States has eased restrictions 
on imports of Canadian gas to the United States.  Additionally, the 
passage in November, 1993, of the North American Free Trade Agreement 
will have some impact on the American gas industry by eliminating trade 
and investment barriers in the United States, Canada and Mexico.  In 
the past the reduced demand for natural gas and/or an excess supply of 
gas has resulted in  a lower price paid for the gas.  It has also 
resulted in  some purchasers curtailing or restricting their purchases 
of natural gas; renegotiating existing contracts to reduce both take-
or-pay levels and the price paid for delivered gas; and other 
difficulties in the marketing of production.
The Clean Air Act Amendments of 1990 contain incentives for the future 
development of "clean alternative fuel," which includes natural gas and 
liquefied petroleum gas for "clean-fuel vehicles."  The Partnership 
believes the amendments ultimately will have a beneficial effect on 
natural gas markets and prices.
The Managing General Partner is responsible for selling the 
Partnership's gas and oil production.  Atlas' policy is to treat all 
wells in a given geographic area equally.  This reduces certain 
potential conflicts of interest among the owners of the various wells, 
including the Partnership, concerning to whom and at what price the gas 
will be sold.  Atlas calculates a weighted average selling price for 
all the gas sold in the geographic area, such as the Mercer County 
area.  To arrive at the average weighted selling price the money 
received from the sale of all the gas sold to its customers in a 
geographic area is divided by the volume of all gas sold from the wells 
in the area.  On occasion, Atlas has reduced the amount of production 
it normally sells on the spot market until the spot market price 
increased.  Atlas, however, has not voluntarily restricted its gas 
production in the past two years.  (See "Properties - Production.")
In the Mercer County area, a portion of the Partnership's gas is 
transported through Atlas' own pipeline system and sold directly to 
industrial end-users in the area where the wells were drilled.  This 
will generally result in the Partnership receiving higher prices for 
the gas than if the gas were transported a farther distance through 
interstate pipelines because of increased transportation charges.  The 
remainder of the Partnership's gas is transported through Atlas' and 
its affiliates' pipelines to the interconnection points maintained with  
Tennessee Gas Transmission Co.,  National Fuel Gas Supply Corporation, 
National Fuel Gas Distribution Company, East Ohio Natural Gas Company 
and Peoples Natural Gas Company. These delivery points are utilized by 
Atlas Gas Marketing, Inc. to service its end-user markets in the 
northeast United States which include in excess of 300 customers.  
Atlas is currently delivering an average 27,000 MCF of natural gas per 
day from the Mercer County area to all the aforementioned markets and 
has the capacity of delivering 33,000 MCF per day from the Mercer 
County area. Atlas anticipates that Wheatland Tube Company and Carbide 
Graphite each will purchase approximately 10% to 15% of the 
Partnership's gas production in 1999, pursuant to gas contracts between 
them and an affiliate of Atlas, and it is possible that other 
purchasers of the Partnership's gas production may account for 10% of 
the Partnership's gas sales revenues in 1999. See "Financial 
Statements."
In order to optimize the price it receives for the sale of natural gas, 
Atlas markets portions of the gas through long term contracts, short 
term contracts, and monthly spot sales.  The marketing of natural gas 
production has been influenced by the availability of certain financial 
instruments, such as gas futures contracts, options and swaps which, 
when properly utilized as hedge instruments, provide producers or 
consumers of gas with the ability to lock in the price which will 
ultimately be paid for the future deliveries of gas.  Atlas is 
utilizing financial instruments to hedge the price risk of a portion of 
all of its programs' gas production which includes the Partnership.  To 
assure that the financial instruments will be used solely for hedging 
price risks and not for speculative purposes, Atlas has established an 
Energy Price Risk Committee, whose responsibility will be to ascertain 
that all financial trading is done in compliance with hedging policies 
and procedures.  Atlas does not intend to contract for positions that 
it cannot offset with actual production.
There are many companies, partnerships and individuals engaged in 
natural gas exploration, development and operations in the areas where 
the Partnership is conducting its activities.  The industry is highly 
competitive in all phases, including the marketing of natural gas and 
oil.  With respect to the marketing of the Partnership's gas and oil 
the Partnership should, through the use of Atlas' distribution system  
and Atlas' experienced marketing staff, be able to sell the 
Partnership's gas, although there can be no assurance of the price to 
be received by the Partnership for the gas.
The Partnership has not and will not devote any funds to research and 
development activities.  There are no new products or services and the 
Partnership does not have any patents, trademarks, licenses, 
franchises, concessions, royalty agreements or labor contracts.
Oil and gas operations are regulated in Pennsylvania by the Department 
of Environmental Resources, Division of Oil and Gas, which imposes a 
comprehensive statutory and regulatory scheme with respect to oil and 
gas operations.   Among other things, the regulations involve:  (i) new 
well permit and well registration requirements, procedures and fees;  
(ii) minimum well spacing requirements;  (iii) restrictions on well 
locations and underground gas storage;  (iv) certain well site 
restoration, groundwater  protection and safety measures; (v) landowner 
notification requirements;  (vi) certain bonding or other security 
measures;  (vii) various reporting requirements;  (viii) well plugging 
standards and procedures; and  (ix) broad enforcement powers.  
Generally, the regulatory agency in the state where a producing natural 
gas well is located supervises production activities and the 
transportation of natural gas sold intrastate.  Atlas does not expect 
that these regulations will have a material adverse impact upon the 
operations of the Partnership.  The Partnership believes it has 
complied in all material respects with applicable state regulations and 
will continue to do so.
The Federal Energy Regulatory Commission ("FERC") regulates the 
interstate transportation of natural gas and the pricing of natural gas 
sold for resale interstate; and under the Natural Gas Policy Act of 
1978 ("NGPA") the price of intrastate gas.   Price controls for natural 
gas production from new wells, however, were deregulated on December 
31, 1992.   Deregulated gas production may be sold at market prices 
determined by supply, demand, BTU content, pressure, location of the 
wells, and other factors. The Managing General Partner anticipates that 
all gas produced by the Partnership wells will be price decontrolled 
gas and sold at fair market value.
Although the transportation and sale of gas in interstate commerce 
remains heavily regulated, FERC has sought to promote greater 
competition in natural gas markets by encouraging open access 
transportation by interstate pipelines, with the goal of expanding 
opportunities for producers to contract directly with local 
distribution companies and end-users.  For example, FERC Order 500 
requires interstate pipelines that transport gas for others to provide 
transportation service to producers, distributors, and all other 
shippers of natural gas on a non-discriminatory, "first-come, first-
served" basis so that producers and other shippers can sell natural gas 
directly to end-users.  FERC Order 636, which became effective in 1992, 
requires gas pipeline companies to, among other things,  separate their 
sales services from their transportation services; and provide an open 
access transportation service that is comparable in quality for all gas 
suppliers.  The premise behind FERC Order 636 was that the gas pipeline 
companies had an unfair advantage over other gas suppliers because they 
could bundle their sales and transportation services together.  FERC 
Order 636 is designed to create a regulatory environment in which no 
gas seller has a competitive advantage over another gas seller because 
it also provides transportation services.  It is difficult to assess 
the effect of the order on the Partnership. 
From time to time there are a number of proposals being considered in 
Congress and in the legislatures and agencies of various states that if 
enacted would significantly and adversely affect the oil and natural 
gas industry.  Such proposals involve, among other things, limiting the 
disposal of waste water from wells.  At the present time, it is 
impossible to accurately predict what proposals, if any, will be 
enacted by Congress or the legislatures and agencies of various states 
and what effect any proposals which are enacted will have on the 
activities of the Partnership.
Various federal, state and local laws covering the discharge of 
materials into the environment, or otherwise relating to the protection 
of the environment, may affect the Partnership's operations and costs.  
The Partnership may generally be liable for cleanup costs to the United 
States Government under the Federal Clean Water Act for oil or 
hazardous substance pollution and under the Comprehensive Environmental 
Response, Compensation and Liability Act of 1980 ("CERCLA" or 
Superfund) for hazardous substance contamination. The liability is 
unlimited in cases of willful negligence or misconduct.  There also is 
no limit on liability for environmental cleanup costs or damages with 
respect to claims by the state or private persons or entities.  In 
addition, the Environmental Protection Agency will require the 
Partnership to prepare and implement spill prevention control and 
countermeasure plans relating to the possible discharge of oil into 
navigable waters and will further require permits to authorize the 
discharge of pollutants into navigable waters. State and local permits 
or approvals will also be needed with respect to wastewater discharges 
and air pollutant emissions.  
Violations of environment-related lease conditions or environmental 
permits can result in substantial civil and criminal penalties as well 
as potential court injunctions curtailing operations.  Compliance with 
these statutes and regulations may cause delays in producing natural 
gas and oil from the wells and may increase substantially the cost of 
producing the natural gas and oil.  These laws and regulations, 
however, are constantly being revised and changed.  The Partnership is 
unable to predict the ultimate costs of complying with present and 
future environmental laws and regulations, although it does not believe 
the costs will be substantial.  The Partnership is unable to obtain 
insurance to protect against many environmental claims.

YEAR 2000 ISSUE

     The "year 2000 issue" is the result of computer programs being 
written using two digits, rather than four digits, to identify the year 
in a date field.  Any computer programs using such a system which have 
date sensitive software will not be able to distinguish between the 
year 2000 and the year 1900.  This could result in miscalculations or 
an inability to process transactions, send invoices or engage in 
similar normal business activities.  As is the case with most other 
businesses, Atlas is in the process of evaluating and addressing Year 
2000 compliance of both its information technology and non-information 
technology systems (collectively, the "Systems").

     Based on a recent assessment by Atlas, Atlas believes that the 
Systems for its energy operations have completed approximately 85% of 
the necessary remediation processes and that remediation (including 
testing) will be completed by May 1999.  Atlas believes that its 
embedded systems (such as natural gas monitoring systems and 
telephones) are Year 2000 compliant or , if not, are either not date 
dependent or would not materially affect operations.

     To date, Atlas' costs in remediation of its Systems has not been 
material.  Atlas anticipates that its remaining remediation costs will 
not exceed $100,000.

     Atlas has initiated communications with all of its significant 
business partners through a Vendor Readiness Survey to determine their 
Year 2000 compliance.  Responses are evaluated as they are received to 
determine if additional action is required to ensure compliance of the 
business partner.  As of December 31, 1998, all of  Atlas' principal 
business partners have advised Atlas that they are Year 2000 compliant 
or have initiated programs that will render them Year 2000 compliant in 
a timely fashion.

     As a result of its internal assessment and survey of its business 
partners, Atlas currently does not believe that Year 2000 matters will 
have a material impact on its business, financial condition or results 
of operations.  To the extent that any of its business partners are 
materially affected by Year 2000 problems, Atlas intends to seek 
alternative firms providing the same services that are Year 2000 
compliant.  In view of the responses from its current business 
partners, Atlas will identify alternative firms on an as-needed basis.  
There can be no assurance, however, that Atlas would be able to make 
appropriate arrangements should the need arise and, accordingly, it is 
uncertain whether or to what extent Atlas may be affected if problems 
with its business partners arise.

     Atlas is aware of the potential for claims against it and other 
companies for damages for products and services that were not Year 2000 
compliant.  Since Atlas is neither a hardware manufacturer nor a 
software developer, Atlas believes that it does not have significant 
exposure to liability for such claims.

ITEM 2:     PROPERTIES

     Drilling Activity.   The Partnership drilled 35.91 net wells, of 
which 35.91 net wells were productive. All the wells were drilled and 
completed by the Partnership as of May 13, 1997.  No further drilling 
activities will be undertaken.
The following table summarizes the Partnership's drilling activity 
since its formation.  All the wells drilled were development wells 
which means a well drilled within the proved area of an oil or gas 
reservoir to the depth of a stratigraphic horizon known to be 
productive.  A "dry hole" is an exploratory or a development well found 
to be incapable of producing either oil or gas in sufficient quantities 
to justify completion as an oil or gas well.  A "productive well" is an 
exploratory or a development well that is not a dry well.

Year Ended December 31,

1996                            1997                     1998
Gross        Net        Gross          Net        Gross         Net

Development Wells:
Oil       
 0           0            0            0           0             0
Gas     
 0           0           36          35.91         0             0 
Dry     
 0           0            0            0           0             0

Total     
 0           0           36          35.91         0             0




     A "gross" well is a well in which the Partnership has a working 
interest.  A "net" well is deemed to exist when the sum of the 
fractional ownership working interests owned by the Partnership in 
gross wells equals one. The number of net wells is the sum of the 
fractional working interests owned in gross wells expressed as whole 
numbers and fractions thereof.
The Partnership has not participated, and will not participate, in any 
exploratory wells which means a well drilled to find commercially 
productive hydrocarbons in an unproved area, to find a new commercially 
productive horizon in a field previously found to be productive of 
hydrocarbons at another horizon, or to significantly extend a known 
prospect.  

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

                                              Year Ended December 31,
                                            1996        1997        1998
Production (1):
Oil (Bbls)                                   0            0          0
Natural Gas (Mcf)                            0         569,305    465,941
Total (Equivalent Barrels)  (2)              0          94,884     77,657
Average Sales Price:
Per Equivalent Barrel(2)(3)                  0          $14.05     $13.24
 Average Production Cost(lifting cost):
Per Equivalent Barrel (2)(4)                 0           $1.59      $1.98     

(1)     The production shown in the table is determined by multiplying 
the gross production of properties in which the Partnership has an 
interest by the percentage of the leasehold interest owned by the 
Partnership.  The properties owned by the Partnership are subject to a 
12.5% landowner's royalty and the Partnership has an 87.5% net revenue 
interest.

(2)     The ratio of energy content of oil and gas (six Mcf of gas 
equals one barrel of oil) was used to convert natural gas production 
into equivalent barrels of oil.

(3)     The average sales price per Mcf of gas sold by the Partnership 
was $2.38 in 1997 and $2.22 in 1998, after deducting all expenses, 
including transportation expenses.
Production costs represent oil and gas operating expenses as reflected 
in the financial statements of the Partnership plus depreciation of 
support equipment and facilities. 

Summary of Productive Wells.  The table below gives the number of the 
Partnership's productive gross and net wells at December 31, 1998.

                      Gas Wells        Oil Wells        Total            
Location         Gross       Net    Gross     Net    Gross     Net
Pennsylvania       36      35.91      0        0       36    35.91
Total              36      35.91      0        0       36    35.91

"Productive wells" are producing wells and wells capable of production. 
Oil and Gas Reserves.  All of the Partnership's oil and gas reserves 
are located in the United States. Estimates of the Partnership's net 
proved developed and undeveloped oil and gas reserves as of December 
31, 1998, and the present value (discounted at 10%) of estimated future 
net revenue before income tax from those reserves are set forth in the 
following table.  This information is derived from the engineering 
report dated  January 1, 1999.



As of December 31, 1997                    Present Value of
   Net Proved Reserves                    Future Net Revenues
Oil              Gas            Total
(Bbls)          (Mcf)           (BOE)       (in thousands)
Proved Developed
0             4,226,617        704,436          3,611
Proved Undeveloped
0                0                0               0

As of December 31, 1998                      Present Value of
   Net Proved Reserves                    Future Net Revenues
Oil              Gas            Total
(Bbls)          (McF)           (BOE)       (in thousands)
0            3,010,133         501,689           2,199    
Proved Undeveloped   
0                0                 0                0

Estimated future net revenues represent estimated future gross revenues 
from the production of proved reserves, net of estimated production and 
future development costs, using prices and costs in effect as of 
December 31, 1998.  These prices were held constant throughout the life 
of the properties except where different prices were fixed and 
determinable from applicable contracts.  These price assumptions 
resulted in a weighted average price of $2.33 per Mcf for gas over the 
life of the properties.  The amounts shown do not reflect non-property 
related costs, such as general and administrative expenses, and future 
income tax expense, or depreciation, depletion and amortization.  The 
present value of estimated future net revenues is calculated by 
discounting estimated future net revenues by 10% annually. Prices used 
in calculating the estimated future net revenues attributable to proved 
reserves do not necessarily reflect market prices for oil and gas 
production subsequent to December 31, 1998.  There can be no assurance 
that all of the proved reserves will be produced and sold within the 
periods assumed, that the assumed prices will actually be realized for 
such production, or that existing contracts will be honored.  The 
values expressed are estimates only, and may not reflect realizable 
values or fair market values of the oil and gas ultimately extracted 
and recovered.  The standardized measure of discounted future net cash 
flows may not accurately reflect proceeds of production to be received 
in the future from the sale of oil and gas currently owned and does not 
necessarily reflect the actual costs that would be incurred to acquire 
equivalent oil and gas reserves. For additional information concerning 
oil and gas reserves and activities, see Note  9 to the Financial 
Statements.

"Proved reserves" means the estimated quantities of crude oil, natural 
gas, and natural gas liquids which geological and engineering data 
demonstrate with reasonable certainty to be recoverable in future years 
from known reservoirs under existing economic and operating conditions, 
i.e., prices and costs as of the date the estimate is made.  Prices 
include consideration of changes in existing prices provided only by 
contractual arrangements, but not on escalations based upon future 
conditions.

(i) Reservoirs are considered proved if economic producibility is 
supported by either actual production or conclusive formation 
test.  The area of a reservoir considered proved includes (a) 
that portion delineated by drilling and defined by gas-oil 
and/or oil-water contacts, if any; and (b) the immediately 
adjoining portions not yet drilled, but which can be reasonably 
judged as economically productive on the basis of available 
geological and engineering data.  In the absence of information 
on fluid contacts, the lowest known structural occurrence of 
hydrocarbons controls the lower proved limit of the reservoir.

(ii)     Reserves which can be produced economically through 
application of improved recovery techniques (such as fluid injection) 
are included in the "proved" classification when successful testing by 
a pilot project, or the operation of an installed program in the 
reservoir, provides support for the engineering analysis on which the 
project or program was based.


(iii)     Estimates of proved reserves do not include the following: 
(a) oil that may become available from known reservoirs but is 
classified separately as "indicated additional reserves"; (b) crude 
oil, natural gas, and natural gas liquids, the recovery of which is 
subject to reasonable doubt because of uncertainty as to geology, 
reservoir characteristics, or economic factors; (c) crude oil, natural 
gas, and natural gas liquids, that may occur in undrilled prospects; 
and (d) crude oil, natural gas, and natural gas liquids, that may be 
recovered from oil shales, coal, gilsonite and other such sources.
"Proved developed oil and gas reserves" means reserves that can be 
expected to be recovered through existing wells with existing equipment 
and operating methods.  Additional oil and gas expected to be obtained 
through the application of fluid injection or other improved recovery 
techniques for supplementing the natural forces and mechanisms of 
primary recovery should be included as "proved developed reserves" only 
after testing by a pilot project or after the operation of an installed 
program has confirmed through production response that increased 
recovery will be achieved.


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

No major discovery or other favorable or adverse event which would 
cause a significant change in estimated reserves is believed by the 
Company to have occurred since December 31, 1998.  Reserves cannot be 
measured exactly as reserve estimates involve subjective judgment.  The 
estimates must be reviewed periodically and adjusted to reflect 
additional information gained from reservoir performance, new 
geological and geophysical data and economic changes.  The Partnership 
has not filed any estimates (on a consolidated basis) of its oil and 
gas reserves with, nor were such estimates included in any reports to, 
any Federal or foreign governmental agency other than the Securities 
and Exchange Commission within the 12 months prior to the date of this 
filing. 

Acreage.  The following table sets forth, as of December 31, 1998, the 
acres of developed and undeveloped oil and gas acreage in which the 
Partnership had an interest.


                     Developed Acreage     Undeveloped Acreage    Total       
Location            Gross       Net          Gross   Net       Gross    Net
Pennsylvania        1,753      1,749           0      0        1,753   1,749
Total               1,753      1,749           0      0        1,753   1,749

A "gross" acre is an acre in which the Partnership owns a working 
interest.  A "net" acre is deemed to exist when the sum of the 
fractional ownership working interests owned by the Partnership in 
gross acres equals one.  The number of net acres is the sum of the 
fractional working interests owned in gross acres expressed as whole 
numbers and fractions thereof.  "Undeveloped acreage" is those lease 
acres on which wells have not been drilled or completed  to a point 
that would permit the production of commercial quantities of oil and 
gas regardless of whether or not such acreage contains proved reserves.
Delivery Commitments.   The Partnership is not obligated to provide any 
determinable quantity of gas under any existing contracts or 
agreements.  The majority of the Partnership's gas production from the 
wells was sold pursuant to short term contracts, which are term 
contracts for a period of less than one year, with the remainder of the 
Partnership gas production sold on the spot market and long term 
contracts, which are term contracts for a period longer than one year.

ITEM 3.     DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Responsibilities of Atlas.  The Partnership has no employees and relies 
on Atlas as Managing General Partner of the Partnership.  Atlas also 
serves as driller/operator of the wells.  Atlas has complete and 
exclusive discretion and control over the operations and activities of 
the Partnership and will make all of the Partnership's decisions 
affecting the wells developed by the Partnership.  Atlas will provide 
continuing review and analysis of all wells developed by the 
Partnership and will monitor all expenditures and commitments made on 
behalf of the Partnership.  In addition, Atlas will perform 
administrative services relating to the funding and operation of the 
Partnership, Participant reporting, financial budgeting and record 
keeping.

Business of Atlas.

    Atlas, a Pennsylvania corporation, was incorporated in 1979 and 
Atlas Energy Group, Inc. ("Atlas Energy"), an Ohio corporation, was 
incorporated in 1973.  As of December 31, 1998 Atlas and its affiliates 
operated approximately 1,399 natural gas wells located in Ohio and 
Pennsylvania.  Atlas and Atlas Energy have acted as operator with 
respect to the drilling of a total of approximately 1,842  natural gas 
wells, approximately 1,781
 of which were capable of production in commercial quantities.  Atlas' 
primary offices are located at 311 Rouser Road, Moon Township, 
Pennsylvania  15108.

     On September 29, 1998, Atlas Group, the former parent company of 
Atlas, merged into Atlas America, Inc. ("AAI"), a newly formed wholly-
owned subsidiary of Resource America, Inc. ("RAI").  The merger was 
consummated pursuant to an Agreement and Plan of Merger dated July 13, 
1998, as amended by Amendment No. 1 thereto dated September 29, 1998 by 
and among RAI, AAI, Atlas Group and certain shareholders of Atlas 
Group, (collectively, the "Agreement").  RAI is a publicly-traded 
company principally engaged in real estate finance, equipment leasing 
and energy and energy finance. 

      AAI will continue the existing business of Atlas Group.  AAI will 
be headquartered in Atlas Group's existing suburban Pittsburgh offices. 
 
     There may be changes in the future in the directors and executive 
officers of Atlas.  However, Mr. James R. O'Mara will continue to serve 
Atlas, as well as AAI, as President and Chief Executive Officer 
pursuant to an employment agreement which can be renewed upon the 
expiration of its term.  Additionally, it is anticipated that current 
RAI, AAI and/or Resource Energy, Inc. ("Resource Energy") staff and 
directors of RAI will assume a variety of new operating 
responsibilities in AAI.  Although Resource Energy will maintain its 
separate corporate existence, AAI will manage the employees and assets 
of Resource Energy including sharing common employees.
Atlas and it's affiliates under AIC, Inc. employ a total of 
approximately ninety-nine persons, consisting of three geologists  (one 
of whom is an exploration geologist), five landmen, five engineers, 
thirty-three operations staff, eight accounting, one legal, eight gas 
marketing, and eighteen administrative personnel. The balance of the 
personnel are engineering, pipeline and field supervisors.

ORGANIZATIONAL DIAGRAM (1)

Resource America, Inc.Atlas America, Inc.AIC, Inc.Atlas Resources, Inc. 
(Managing General Partner, Driller and Operator in Pennsylvania)Mercer 
Gas Gathering, Inc. (Gas Gathering Company)Pennsylvania Industrial 
Energy, Inc. ("PIE") (Sells Gas to Pennsylvania Industry)Atlas Energy 
Corporation (Managing General Partner of Exploratory Drilling Programs 
and Driller and Operator)Transatco, Inc., which owns 50% of Topico 
(Operates Pipeline in Ohio)Anthem Securities Inc. (Registered Broker-
Dealer and Dealer-Manager)Atlas Energy Group, Inc. (Driller and 
Operator in Ohio)Atlas Information Management, L.L.C. (Markets 
Information and Technology Services)ARD Investments, Inc.AED 
Investments, Inc.
     
Resource Energy, Inc., a subsidiary of Resource America, Inc., is also 
engaged in the oil and gas business.

     As a result of the merger there may, in the future, be a 
consolidation of the existing entities.  In addition, AAI has agreed to 
sell its gas marketing subsidiary, Atlas Gas Marketing, Inc., to an 
Affiliate of First Energy ( a company listed on the New York Stock 
Exchange).  The Managing General Partner anticipates that the 
Partnership's gas would be markedted by First Energy's Affiliate,  
Northeast Ohio Gas Marketing. 

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

NAME                AGE        POSITION OR OFFICE     

Charles T. Koval    65     Chairman of the Board and a Director
James R. O'Mara     55     President, Chief Executive Officer and a 
Director
Bruce M. Wolf       50     General Counsel, Secretary and a Director
Donald P. Wagne     56     Vice President -Drilling and Completion
Frank P. Carolas    38     Vice President of Geology
Tony C. Banks       43     Senior Vice President of Finance and Chief 
Financial Officer
Michael L. Staines  49     Senior Vice President and Chief Operating 
Officer 
Jacqueline B. Polok 47     Controller
Eric D. Koval       33     President of Anthem Securities, Inc.
Jeffrey C. Simmons  39     Vice President of Production

Charles T. Koval.  Chairman of the Board and a director.  He co-founded 
Atlas Energy.  Mr. Koval is serving and has served as a director of 
Imperial Harbors since 1980.
James R. O'Mara.  President, chief executive officer and a director.  
Mr. O'Mara joined Atlas Energy in 1975.  He is the President of Mercer 
Gas Gathering, Inc. and A.A.I.
Bruce M. Wolf.   General Counsel, Secretary and a director.  Mr. Wolf 
joined Atlas Energy in January, 1980. Mr. Wolf is the President of 
Atlas Gas Marketing, Inc., AIC, Inc., ARD Investments, Inc. and AED 
Investments, Inc.
Donald P. Wagner.  Vice President-Drilling and Completion.  Mr. Wagner 
joined Atlas Energy in 1979.
Frank P. Carolas.  Vice President of Geology.  Mr. Carolas joined Atlas 
Energy in 1981.
Tony C. Banks.  Senior Vice President of Finance and Chief Financial 
Officer.  Mr. Banks joined Atlas Group in 1995. Prior to Mr. Banks 
joining Atlas he had been with affiliates of Consolidated Natural Gas 
Company ("CNG") since 1974.  Mr. Banks started as an accounting clerk 
with CNG's parent company in 1974 and progressed through various 
positions with CNG's Appalachian producer, northeast gas marketer and 
southwest producer to his last position as Treasurer of CNG's national 
energy marketing subsidiary.
Michael L. Staines.  Senior Vice President and Chief Operating Officer.  
Senior Vice President and Secretary of RAI since 1989 and President, 
Chief Executive Officer and director of Resource Energy, Inc. 
("Resource Energy") (a wholly owned subsidiary of RAI) since 1997.
Jacqueline B. Poloka.  Controller.  Ms. Poloka joined Atlas Energy in 
1980.  
Eric D. Koval.  President of Anthem Securities, Inc.  Mr. Koval joined 
Atlas in 1993 as a production engineer specializing in acquisitions and 
dispositions. He subsequently moved into the investor relations 
department in 1994.  Mr. Koval is a registered broker-dealer principal, 
and is the son of Charles Koval.
Jeffrey C.  Simmons.  Vice President of Production.   Executive Vice 
President, Chief Operating Officer and director of Resource Energy 
since 1997.  From 1994 to 1997, he was Vice President - Exploration of 
RAI and, from 1988 to 1994, he was Director of Well Services of RAI.

ITEM 4.     REMUNERATION OF DIRECTORS AND OFFICERS
The Partnership, as previously stated, has no employees.  The following 
table, however, sets forth  the aggregate remuneration paid during the 
calendar years ended December 31, 1998 and 1997, to the five most 
highly compensated persons who are executive officers of the Managing 
General Partner and whose aggregate remuneration exceeded $100,000 and 
to all executive officers of the Managing General Partner as a group, 
for services in all capacities while acting as executive officers of 
the Managing General Partner and its Affiliates, was as follows:

(A)                    (B)              (C)               (D)             (E)
Name of Individual
or number of persons
in group(3)         Capacities in which
                     served (4)
                                      Cash Compensation (1)
                                              Compensation pursuant to
                                                      Plans (2)
                                                                 Aggregate of
                                                              contingent forms
                                                               of remuneration
James R. O'Mara President, Chief Executive Officer and a Director
                                       $307,450       $21,457        -----
                                       $305,300       $12,066        -----
Charles T. Koval  Chairman of the Board and  a Director
                                       $298,000        $5,000        -----
                                       $296,500        $5,281        -----
Bruce M. Wolf  General Counsel,  Secretary and a Director
                                       $234,170       $15,626        -----
                                       $217,150       $11,735        -----
Donald P. Wagner   Vice President-Drilling and Completion
                                       $147,560       $14,059        -----  
                                       $125,604        $5,281        -----
Tony C. Banks Senior Vice President and Chief Financial Officer
                                      $ 143,034       $12,269        -----
                                       $124,000        $3,926        -----
Executive Officers as a Group (8 persons)

                                     $1,534,085       $179,189
                                     $1,383,530        $70,703
-          
(1)The amounts indicated were composed of salaries and all cash bonuses 
for services rendered to the Managing General Partner and its 
Affiliates during the last fiscal year, including compensation that 
would have been paid in cash but for the fact the payment of the 
compensation was deferred. 
(2)Atlas Group and its Affiliates had an Employee Stock Ownership Plan 
("ESOP") for the benefit of its employees, other than Messrs. Koval and 
Joseph R. Sadowski (a retired founder), to which it contributed 
annually approximately 6% of annual compensation in the form of shares 
of Atlas Group, and a 401(K) plan which allowed employees to contribute 
the lesser of 15% of their compensation or $10,000 for the calendar 
years 1998 and 1997. Atlas Energy contributed an amount equal to 50% of 
each employee's contribution for the calendar years 1998 and 1997.  
(3)During the Managing General Partner's fiscal year ended July 31, 
1998, each director was paid a director's fee of $12,000 for the year. 
There were no other arrangements for remuneration of directors.

ITEM 5.   SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
As of December 31, 1998, the Partnership had issued and outstanding 800 
Units.   No officer or director of Atlas owns any Units, and no partner 
beneficially owns more than 10% of the outstanding Units of the 
Partnership. 
     RAI owns 100% of the common stock of AAI, which owns 100% of the 
common stock of AIC, Inc., which owns 100% of the common stock of the 
Managing General Partner.  See above regarding the stock options in RAI 
to the executive officers.

ITEM 6.     INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Oil and Gas Revenues.  The Managing General Partner is allocated 25% of 
the oil and gas revenues of the Partnership in return for paying 
organization and offering costs equal to 15% of the Partnership 
Subscription, 14% of tangible costs and contributing all leases to the 
Partnership.   During the calendar years ending December 31, 1997 and 
1998,  the Managing General Partner received $295,507 and $218, 572, 
respectively  from the Partnership's oil and gas net revenues.

Leases.  The Managing General Partner initially contributed (at the 
lower of fair market value or the Managing General Partner's cost of 
such prospects) 36 undeveloped prospects to the Partnership to drill 
approximately 35.91 net wells.  With respect to the  prospects 
contributed for these wells Atlas received a credit in the amount of 
$129,276.  During 1998, the Managing General Partner did not enter into 
any further lease transactions and none are anticipated.

Administrative Costs.  The Managing General Partner and its affiliates 
will receive an unaccountable, fixed payment reimbursement for their 
administrative costs determined by the Managing General Partner to be 
an amount equal to $75 per well per month, which will be 
proportionately reduced if less than 100% of the working interest in a 
well is acquired.   With respect to the net wells during the calendar 
years ending December 31, 1997and 1998, the Managing General Partner 
received $25,912 and $29,101, respectively.

Direct Costs.  The Managing General Partner and its affiliates are 
reimbursed for all direct costs expended on behalf of the Partnership.  
With respect to the net wells during the calendar years ending December 
31, 1997 and 1998,  the Managing General Partner received $ 61,660 and 
38,992, respectively.  

Drilling Contracts.  On December 31, 1996, the Partnership entered into 
a drilling contract with Atlas to drill and complete 35.91 net wells.  
The Partnership paid Atlas for drilling and completing the Partnership 
wells an amount equal to $37.39 per foot to the depth of the well at 
its deepest penetration, proportionately reduced if less than 100% of 
the working interest in a well is acquired.   With respect to the net 
wells the total amount received by Atlas was $8,256,466.  During 1998, 
the Partnership did not enter into any further drilling transactions 
and none are anticipated. 

Per Well Charges.  Atlas, as operator, is reimbursed at actual cost for 
all direct expenses incurred on behalf of the Partnership and receives 
well supervision fees for operating and maintaining the wells during 
producing operations in the amount of $275 per well per month subject 
to an annual adjustment for inflation.  With respect to the net wells 
during the calendar years ending December 31, 1997 and 1998, the 
Managing General Partner received $89,434 and $115,015, respectively.  
The well supervision fees are proportionately reduced to the extent the 
Partnership acquires less than 100% of the Working Interest in a well.
As operator Atlas charges the Partnership at cost for third party 
services and materials provided for each well which has been placed in 
operation.

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

Other Compensation.  Atlas or an affiliate will be reimbursed by the 
Partnership for any loan Atlas or an affiliate may make to or on behalf 
of the Partnership, and Atlas or the affiliate will have the right to 
charge a competitive rate of interest on any such loan.  If Atlas 
provides equipment, supplies and other services to the Partnership it 
may do so at competitive industry rates.  For the calendar year ending 
December 31, 1998, Atlas did not advance any funds nor did it provide 
any equipment, supplies or other services.

     PART II
ITEM 7.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS
Market Information.    There is no established public trading market 
for the Investor General Partner interests or the Limited Partner 
interests and it is not anticipated that such a market will develop.  
The Partnership interests may be transferred only in accordance with 
the provisions of Article 6 of the Partnership Agreement.  The 
principal restrictions on transferability are as follows:  (i) the 
consent of the Managing General Partner is required; and (ii) no 
transfer may be made which would result in materially adverse tax 
consequences to the Partnership or the violation of federal or state 
securities laws.
An assignee may become a substituted Limited Partner or Investor 
General Partner only upon meeting certain further conditions, which 
include: (i) the assignor gives the assignee such right; (ii) the 
Managing General Partner consents to such substitution, which consent 
shall be in the Managing General Partner's absolute discretion; (iii) 
the assignee pays to the Partnership all costs and expenses incurred in 
connection with such substitution; and (iv) the assignee executes and 
delivers such instruments, in form and substance satisfactory to the 
Managing General Partner, necessary or desirable to effect such 
substitution and to confirm the agreement of the assignee to be bound 
by all terms and provisions of the Partnership Agreement.  A substitute 
Limited Partner or Investor General Partner is entitled to all rights 
attributable to full ownership of the assigned Units, including the 
right to vote.

Holders.    As of December 31, 1998, there were 378 investors.

Dividends.   The Managing General Partner will review the accounts of 
the Partnership at least quarterly to determine whether cash 
distributions are appropriate and the amount to be distributed, if any.  
The Partnership will distribute funds to the Managing General Partner 
and the Participants allocated to their accounts which the Managing 
General Partner deems unnecessary to be retained by the Partnership.  
In no event, however, will funds be advanced or borrowed for purposes 
of distributions, if the amount of such distributions would exceed the 
Partnership's accrued and received revenues for the previous four 
quarters, less paid and accrued operating costs with respect to such 
revenues.  The determination of the revenues and costs will be made in 
accordance with generally accepted accounting principles, consistently 
applied.  Cash distributions from the Partnership to the Managing 
General Partner may only be made in conjunction with distributions to 
Participants and only out of funds properly allocated to the Managing 
General Partner's account.  During the calendar years ending December 
31, 1997 and 1998, the Partnership distributed $158,745 and $268,764 
respectively  to the Participants and $636,977 and $806,293, 
respectively  to the Managing General Partner.

ITEM 8.     LEGAL PROCEEDINGS
None.
ITEM 9.     CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 
DISCLOSURE
None, however, see Item 12 below.  
ITEM 10.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 11.     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
There are no equity securities registered pursuant to Section 12 of the 
Exchange Act. 
ITEM 12.     REPORTS ON FORM 8-K
The registrant filed one report on Form 8-K during the last quarter of 
the period covered by this report.  In December 1998, the Partnership 
engaged Grant Thornton, L.L.P., as the independent certified public 
accountants to audit the Partnership's financial statements for the 
calendar year ended December 31, 1998.  At that time, the Partnership 
chose not to renew the engagement of McLaughlin & Courson, who 
previously served as the Partnership's independent certified public 
accountants.  The decision to change accountants was approved by the 
Board of Directors of the Managing General Partner, Atlas. 

     During the two most recent fiscal years of the Partnership and 
each subsequent interim period, there were no disagreements with the 
former accountants on any matter of accounting principles or practices, 
financial statement disclosure, or auditing scope or procedure, which 
disagreements, if not resolved to the satisfaction of the former 
accountants would have caused them to make reference in connection with 
their report to the subject matter of the disagreements.
     The reports of the former principal accountants on the financial 
statements of the Partnership for the past two years contained no 
adverse opinion or disclaimer of opinion, nor was either qualified or 
modified as to uncertainty, audit scope, or accounting principles.




Atlas-Energy for the Nineties - Public #5 Ltd.                    
(A Pennsylvania Limited Partnership)                    
                    
BALANCE SHEETS                    
     
December 31                    
                    
                    
                    
                                          ASSETS                    
                    
                                                1998                1997
                    
Cash                                          $ 3,781             $ 7,979 
Accounts receivable                           161,928             393,734 
                    
Oil and gas wells and leases (Successful Efforts)              
                                            8,358,997           8,358,997 
Less accumulated depletion and depreciation(1,766,623)           (946,005)
                                            6,592,374           7,412,992 
Organizational and syndication costs, net of accumulated                    
   amortization of $253,367 and $135,675, respectively                 
                                              945,470           1,063,161 
                    
                                          $ 7,703,553         $ 8,877,866 
                    
                    
                    
LIABILITIES AND PARTNERS' CAPITAL                    
                    
                    
                    
Accounts payable and accrued liabilities     $ 11,389            $ 12,099 
                    
Partners' capital                           7,692,164           8,865,767 
                    
                                          $ 7,703,553         $ 8,877,866 
                    
                    
                    
                    
                    
                    
The accompanying notes are an integral part of these financial 
statements.                    
                    
Atlas-Energy for the Nineties - Public #5 Ltd.                    
(A Pennsylvania Limited Partnership)                    
                    
STATEMENTS OF OPERATIONS                    
                    
For the years ended December 31                    
                    
                    
                    
                    
                    
                                                 1998                 1997
Revenues                    
   Natural gas sales                       $ 1,028,295            $ 1,333,121 
   Interest income                               5,670                  3,800 
                    
            Total revenues                   1,033,965              1,336,921 
                    
Expenses                    
   Well operating expense                      154,007                151,094 
   Depletion and depreciation of oil and gas wells and leases                 
                                               820,618                946,005 
   Amortization of organizational and syndication costs                 
                                               117,691                135,675 
   General and administrative fees              40,195                 37,469 
                    
            Total expenses                   1,132,511              1,270,243 
                    
               NET (LOSS) EARNINGS           $ (98,546)              $ 66,678 
                    
Atlas-Energy for the Nineties - Public #5 Ltd.                              
(A Pennsylvania Limited Partnership)                              
                              
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL 
For the years ended December 31, 1998 and 
                              
                              MANAGING                    
                              GENERAL          OTHER          
                              PARTNER          PARTNERS          TOTAL
                              
BALANCE AT JANUARY 1, 1997   $ 1,592,338      8,013,879    $9,606,217 
                              
Participation in revenue 
and expenses  
 Net production revenues         295,507         86,520     1,182,027 
   Interest income                   950          2,850         3,800 
   Depletion and depreciation:                              
      Oil and gas wells 
and leases                       (43,213)      (902,792)     (946,005)
      Amortization              (135,675)             -      (135,675)
   General and 
administrative fees               (9,367)       (28,102)      (37,469)
   Net (loss) earnings           108,202        (41,524)       66,678 
                              
Adjustments to assets contributed by                              
  Managing General Partner       (11,406)             -       (11,406)
Distributions                   (158,745)      (636,977)     (795,722)
                              
BALANCE AT DECEMBER 31, 1997   1,530,389      7,335,378      8,865,767 
                              
Participation in revenue and expenses:                              
   Net production revenues       218,572        655,716      874,288 
   Subordination of Managing General                              
       Partner's income           14,229        (14,229)          - 
   Interest income                 1,417          4,253        5,670 
   Depletion and depreciation: 
      Oil and gas wells         (114,887)      (705,731)    (820,618)
      Amortization              (117,691)             -     (117,691)
  General and administrative fees(10,049)       (30,146)     (40,195)
          Net loss                (8,409)       (90,137)     (98,546)
                              
Distributions                   (268,764)      (806,293)  (1,075,057)
                              
BALANCE AT DECEMBER 31, 1998   $ 1,253,216    $ 6,438,948    $7,692,164 
                              
                              
The accompanying notes are an integral part of these financial 
statements.                              
Atlas-Energy for the Nineties - Public #5 Ltd.                    
(A Pennsylvania Limited Partnership)                    
                    
STATEMENTS OF CASH FLOWS                    
                    
For the years ended December 31                    
                    
                    
                    
                    
                                                    1998           1997
Cash flows from operating activities:                    
                    
   Net (loss) earnings                          $ (98,546)      $  66,678 
                    
   Adjustments to reconcile net (loss) earnings to net cash      
      provided by operating activities:                    
          Depletion and depreciation              820,618         946,005 
          Amortization                            117,691         135,675 
          Adjustment to oil and gas wells and leases    -          15,339 
          Decrease (increase) in accounts receivable 231,806     (393,734)
          (Decrease) increase in accounts payable and       
               accrued liabilities                   (710)         12,099 
                    
Net cash provided by operating activities         1,070,859       782,062 
                    
                    
Cash flows used in financing activities:                    
   Capital distributions                         (1,075,057)     (795,722)
                    
             NET DECREASE IN CASH                    (4,198)       (13,660)
                    
Cash at beginning of year                             7,979          21,639 
                    
Cash at end of year                                $  3,781     $     7,979 
                    
                    
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:                    
  Adjustments to assets contributed by                    
    Managing General Partner                        $    -     $    (11,406)
                    
 
The accompanying notes are an integral part of these financial 
statements.                    

Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

December 31, 1998 and 1997


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

1. NATURE OF OPERATIONS

Atlas-Energy for the Nineties - Public #5 Ltd. (the "Partnership") 
is a Pennsylvania Limited Partnership which includes Atlas 
Resources, Inc. ("Atlas") of Pittsburgh, Pennsylvania, as Managing 
General Partner and Operator, and 378 other investors as either 
Investor General Partners or Limited Partners.  The Partnership 
was funded to drill and operate oil and gas wells located 
primarily in Mercer County, Pennsylvania.  At December 31, 1998, 
the Partnership has various working interests in 36 wells.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

In 1998, the AICPA issued Statement of Position 98-5 ("SOP 98-5"), 
Reporting on the Costs of Start-Up Activities.  This statement requires 
costs of start-up activities and organization costs, as defined, 
to be expensed as incurred.  The Partnership is required to adopt 
the provisions of SOP 98-5 effective January 1, 1999 and as a 
result will write-off the unamortized organization and syndication 
costs as a charge against Partners' Capital.
 
3. FEDERAL INCOME TAXES

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



Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1998 and 1997



4. PARTICIPATION IN REVENUES AND COSTS

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



                                                ATLAS   SUBSCRIBING
                                                          PARTNERS
Organization and offering costs                 100%        0%
Lease costs                                     100%        0%
Revenues                                         25%       75%
Direct operating costs                           25%       75%
Intangible drilling costs                         0%      100%
Tangible costs                                   14%       86%
Tax deductions:
    Intangible drilling and development costs     0%      100%
    Depreciation                                 14%       86%
    Depletion allowances                         25%       75%


5. TRANSACTIONS WITH ATLAS AND ITS AFFILIATES

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

Drilling contracts to drill and complete Partnership wells at 
a
cost of $37.39 per foot on completed wells.

Administrative costs at $75 per well per month.  
Administrative costs
totaled $29,101 and $25,912 in 1998 and 1997, respectively.

Well supervision fees initially of $275 per well per month 
plus
the cost of third party materials and services.  Well 
supervision fees
totaled $115,015 and $89,434 in 1998 and 1997, respectively.

Reimbursement of gas transportation and marketing charges.


6. PURCHASE COMMITMENT

Subject to certain conditions, investor partners may present their 
interests beginning in 2000 for purchase by Atlas.  Atlas is not 
obligated to purchase more than 10% of the units in any calendar 
year.




Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1998 and 1997




7. SUBORDINATION OF MANAGING GENERAL PARTNER'S
REVENUE SHARE

Atlas will subordinate a part of its partnership revenues in an 
amount up to 10% of production revenues of the Partnership, net of 
related operating costs, administrative costs and well supervision 
fees to the receipt by participants of cash distributions from the 
Partnership equal to at least 10% of their agreed subscriptions of 
approximately $8,000,000, determined on a cumulative basis, in 
each of the first five years of Partnership operations, commencing 
with the first distribution of revenues to the participants (June 
1997).

Cash distributions to participants in 1997 for the subordination 
year ending in 1998 amounted to $600,000, including the 
subordination of $30,942 of Atlas revenues.

Cash distributions to participants in 1998 for the subordination 
year ending in 1999 amounted to $785,828.  The Managing General 
Partner recovered $14,229 of revenues from other partners that had 
been subordinated in 1997.


8. INDEMNIFICATION

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


9. NATURAL GAS AND OIL PRODUCING ACTIVITIES (UNAUDITED)

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

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


Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1998 and 1997



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

(1) CAPITALIZED COSTS

The following table presents the capitalized costs related to 
natural gas and oil production activities:


                                                 1998              1997
Capitalized costs at December 31:
     Proved properties                       $8,358,997         $8,358,997
     Accumulated depreciation and depletion  (1,766,623)          (946,005)

               Net capitalized costs         $6,592,374         $7,412,992
Costs incurred during the year:
    Development costs                           $  -            $8,358,997

Development costs include costs to gain access to and prepare 
development well locations for drilling, to drill and equip 
development wells and to provide facilities to extract, treat, 
gather and store oil and gas.


(2) RESULTS OF OPERATIONS FOR PRODUCING ACTIVITIES

The following table presents the results of operations related to 
natural gas and oil production for the year ended December 31, 
1998 and 1997:


                                                 1998         1997   
Natural gas sales                             $1,028,295     $1,333,121
Production costs                                (154,007)      (151,094)
Depreciation, depletion and amortization        (820,618)      (946,005)
                                               ----------    -----------
Results of operations from 
producing activities                          $   53,670       $236,022


Depreciation and depletion of natural gas and oil properties are 
expensed at unit cost rates calculated annually based on the 
estimated volume of recoverable gas and the related costs.





Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1998 and 1997


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

(3) RESERVE INFORMATION

The information presented below represents estimates of proved 
natural gas and oil reserves.  Proved developed reserves represent 
only those reserves expected to be recovered from existing wells 
and support equipment.  All reserves are proved developed reserves 
and are located in Western Pennsylvania.

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 standarized measures of discounted future 
net cash flows may not represent the fair market value of the 
Company'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.


                                             1998               1997
                                         NATURAL GAS        NATURAL GAS
                                             MCF                 MCF
Proved developed reserves:
   Beginning of period                     4,226,617               -
   Production                               (465,941)         (569,305)
   Current additions                               -         4,795,922
   Revisions to previous estimates          (750,543)              -
                                            ---------         ---------         
  END OF PERIOD                             3,010,133        4,226,617


(4) STANDARD MEASURE OF DISCOUNTED FUTURE CASH FLOWS

The standardized measure of discounted future net cash flows is 
information provided for the financial statement user as a common 
base for comparing oil and gas reserves of enterprises in the 
industry.  The following schedule presents the standardized 
measure of estimated discounted future net cash flows from the 
Company's proved reserves.  Estimated future cash flows are 
determined by using the weighted average price received for the 
month of December 1998 adjusted only for fixed and determinable 
increases in natural gas prices provided by contractual 
agreements.  The standardized measure of future net cash flows was 
prepared using the prevailing economic conditions existing at 
December 31, 1998 and such conditions continually change.  
Accordingly, such information should not serve as a basis in 
making any judgement on the potential value of recoverable 
reserves or in estimating future results of operations.





Atlas-Energy for the Nineties - Public #5 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 1998 and 1997




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

(4) STANDARD MEASURE OF DISCOUNTED FUTURE CASH FLOWS - CONTINUED



         
                                               1998              1997
Future cash inflows                         $7,022,639      $10,618,200
Future production costs                     (3,229,315)      (4,370,773)
                                            -----------     ------------
     Future net cash flow                    3,793,324        6,247,427
10% annual discount for 
estimated timing of cash flows              (1,594,111)      (2,636,329)
     STANDARDIZED MEASURE OF                -----------     ------------
DISCOUNTED FUTURE NET CASH FLOWS            $2,199,213       $3,611,098




Summary of changes in the standardized measure of discounted 
future net cash flows:



                                             1998                   1997
Sales of gas and oil produced 
- net of related costs                    $(874,288)          $(1,156,114)
Discoveries and extensions                     -                4,767,212
Revisions of previous quantity estimates   (543,349)                 -
Accretion of discount                       361,110                  -
Net change in prices and production costs  (272,736)                 -
Other                                       (77,622)                 -
                                           ----------          -----------
          Net (decrease) increase        (1,411,885)            3,611,098
Beginning of period                       3,611,098                  -
                                         ----------            -----------
END OF PERIOD                            $2,199,213            $3,611,098


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Partners
ATLAS-ENERGY FOR THE NINETIES - PUBLIC #5 LTD.
A PENNSYLVANIA LIMITED PARTNERSHIP


We have audited the accompanying balance sheet of Atlas-Energy for The 
Nineties - Public #5 Ltd., A Pennsylvania Limited Partnership, as of 
December 31, 1998, and the related statements of operations, changes in 
partners' capital accounts and cash flows for the year 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 audit.
 
We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation.  We believe 
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Atlas-
Energy for The Nineties - Public #5 Ltd. as of December 31, 1998 and 
the results of its operations and cash flows for the year then ended, 
in conformity with generally accepted accounting principles.

Cleveland, Ohio
March 1, 1999



     EXHIBIT INDEX


Description
Location


4(a)Certificate of Limited Partnership for 
Atlas-Energy for the Nineties-Public #5 Ltd.
Previously filed in the Form 10-KSB for the period ending December 31, 
1996.

4(b)Amended and Restated Certificate and Agreement
of Limited Partnership for Atlas-Energy for the
Nineties-Public #5 Ltd. dated December 31, 1996
Previously filed in the Form 10-KSB for the period ending December 31, 
1996.

10(a)Drilling and Operating Agreement with exhibits
Previously filed in the Form 10-KSB for the period ending December 31, 
1996. 


SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


Atlas-Energy for the Nineties-Public #5 Ltd.

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

By   (Signature and Title):                                                     
James R. O'Mara, President, Chief Executive Officer 
and a Director
Date: April 15, 1999


In accordance with the Exchange Act, this report has been signed by the 
following persons on behalf of the registrant and in the capacities and 
on the dates indicated.


By  (Signature and Title):                                                      
Charles T. Koval, Chairman of the Board and a Director
Date: April 15, 1999


By  (Signature and Title):                                                      
James R. O'Mara, President, Chief Executive Officer and 
  a Director
Date: April 15, 1999


By  (Signature and Title):                                                      
Bruce M. Wolf, General Counsel, Secretary and a Director
Date: April 15, 1999


By  (Signature and Title):                                                      
Tony C. Banks, Vice President of Finance and Chief Financial Officer
Date:  April 15, 1999


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

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

SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


Atlas-Energy for the Nineties-Public #5 Ltd.

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

By   (Signature and Title):     /s/ James R. O'Mara                             
James R. O'Mara, President, Chief Executive Officer
and a Director
Date:  March ____, 1999


In accordance with the Exchange Act, this report has been signed by the 
following persons on behalf of the registrant and in the capacities and 
on the dates indicated.


By  (Signature and Title):     /s/ Charles T. Koval                             
Charles T. Koval, Chairman of the Board and a Director
Date:  March ____, 1999


By  (Signature and Title):     /s/ James R. O'Mara                              
James R. O'Mara, President, Chief Executive Officer and 
  a Director
Date:  March ____, 1999


By  (Signature and Title):     /s/ Bruce M. Wolf                                
Bruce M. Wolf, General Counsel, Secretary and a Director
Date:  March ____, 1999


By  (Signature and Title):     /s/ Tony  C. Banks                               
Tony C. Banks, Vice President of Finance and Chief Financial Officer
Date:  March ____, 1999


     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.


CONSENT OF INDEPENDENT AUDITOR

McLAUGHLIN & COURSON
CERTIFIED PUBLIC ACCOUNTANTS
2002 LAW & FINANCE BUILDING
PITTSBURGH, PA 15219

412/261-0630
FAX 412/261-3582


ATLAS-ENERGY FOR THE NINETIES-PUBLIC 5 LTD.


The firm, as Independent Certified Public Accountants, hereby consents 
to the use of 
the audit report dated February 10, 1998, on the balance sheet of 
Atlas-Energy for the 
Nineties-Public #5 Ltd., a Pennsylvania Limited Partnership as of 
December 31, 1997, 
and the related statements of income, changes in partners, capital 
accounts and cash 
flows for the year then ended, in the U.S. Securities and Exchange 
Commission Form 
10-KSB for the year ended December 31, 1998 and any amendments thereto 
for Atlas-Energy 
for the Nineties-Public #5 Ltd.


/s/McLaughlin & Courson
Certified Public Accountants




April 9, 1999
Pittsburgh, Pennsylvania