U.S. Securities and Exchange Commission

                         Washington, D.C.  20549

                                FORM 10-KSB
                                  AMENDED

(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, 1997

[    ]     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]   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.   $1,526,439

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 $1,592,068 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 twelve 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 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, is also 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 100 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 1998, 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 1998. 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 composed of the President, General Counsel, 
Chief Financial Officer (chairperson) and Director of Marketing, 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. 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 May 18, 
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. 

The Partnership does not expects to sell any oil.

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, the 
imposition of new taxes on natural gas and 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 such 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 
such costs will be substantial.  The Partnership is unable to obtain 
insurance to protect against many environmental 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 END ED DECEMBER 31,
                      1996                    1997
                       GROSS    NET     GROSS     NET

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

     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

Production (1):
Oil (Bbls)                            0     0
Natural Gas (Mcf)                     0     569,305
Total (Equivalent Barrels)  (2)       0     94,884Average Sales 
Price:
Per Equivalent Barrel (2)(3)          0     $14.05Average Production 
   Cost (lifting cost): 
Per Equivalent Barrel (2)(4)          0     $1.59

(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 less the royalty interests of others.  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, after deducting all expenses, including 
transportation expenses.
(4)     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, 1997.


                     GAS WELLS           OIL WELLS           TOTAL
                   GROSS    NET        GROSS    NET     GROSS     NET 

LOCATION

Pennsylvania                                   
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, 1997, 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 20, 1997.


               AS OF DECEMBER 31, 1997                  PRESENTVALUE OF
                   NET PROVEN RESERVES                  (in thousands)

                         OIL        GAS        TOTAL       
Proved Developed          0     4,226,617     704,436     $3,611
Proved Undeveloped        0             0           0          0               
Total                     0     4,226,617     704,436     $3,611

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, 1997.  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 weighted average price of $2.51 per Mcf for gas over the 
life of the properties. . 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, 1997 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.  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, 1997.  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, 1997, the 
acres of developed and undeveloped oil and gas acreage in which the 
Partnership had an interest.
              
                  DEVELOPED ACREAGE      UNDEVELOPED ACREAGE      TOTAL
                   GROSS     NET            GROSS    NET      GROSS    NET

  LOCATION
Pennsylvania                                   
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 
recordkeeping.

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.  Atlas and Atlas Energy are 
wholly owned subsidiaries of AIC, Inc., a corporation formed in July, 
1995, which is a wholly owned subsidiary of The Atlas Group, Inc., 
("Atlas Group") that was formerly known as AEG Holdings, Inc., a 
corporation which was also formed in July, 1995.  

As of December 31, 1997, Atlas and its affiliates operated 
approximately 1,240 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 1,700 natural gas wells, 
approximately 1,660 of which were capable of production in commercial 
quantities.  Atlas' primary offices are located at 311 Rouser Road, 
Moon Township, Pennsylvania  15108.     

Atlas and its affiliates 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.

The other subsidiaries of AIC, Inc. are:  (i) Atlas Gas Marketing, 
Inc., a gas marketing company; (ii) Mercer Gas Gathering, Inc., a gas 
gathering company which gathers gas from Atlas' and its affiliates' 
wells in Mercer County, Pennsylvania, and delivers the gas directly to 
industrial end-users or to interstate pipelines and local distribution 
companies; (iii) Pennsylvania Industrial Energy, Inc., which sells 
natural gas to industrial end-users in Pennsylvania; (iv) Transatco, 
Inc., which owns a 50% interest in Topico which operates a pipeline in 
Ohio; (v) Atlas Energy Corporation, which serves as managing general 
partner of exploratory programs and driller and operator; and (vi) 
Anthem Securities, Inc., which is a registered broker-dealer and a 
member firm of the NASD and serves as dealer-manager of Atlas-sponsored 
programs.  In addition, Atlas is the sole owner of ARD Investments, 
Inc., a corporation formed in July, 1995, and Atlas Energy is the sole 
owner of AED Investments, Inc., a corporation formed in July, 1995.  
Prior to July, 1995, all of the Atlas companies were wholly owned by 
Atlas Energy.  The purpose of forming Atlas Group, AIC, Inc., ARD 
Investments, Inc. and AED Investments, Inc. was to achieve more 
efficient concentration of funds of the Atlas group of companies, 
thereby minimizing transaction costs and maximizing returns on 
investment vehicles.

Atlas and its affiliates have constructed for their use over 600 
miles of gas transmission lines and produce in excess of nine billion 
cubic feet of natural gas annually from wells they operate which they 
market directly to end-users or to interstate pipelines and local 
distribution companies.  In addition, Atlas Gas Marketing, Inc. (an 
affiliate) purchases for resale an additional eight billion cubic feet 
of natural gas annually from third party producers locally and in the 
south/southwest United States which is marketed as described in 

"Description of Business." 

                       ORGANIZATIONAL DIAGRAM         

                       The Atlas Group, Inc.
                                 |
                             AIC, Inc.
|--------------------------------|             
|
|-Atlas Resources, Inc. (Managing General Partner of Development Drilling 
| Programs, Driller and Operator in Pennsylvania)
|                                  |
|                                   ARD Investments
|
|-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)
|
|-Atlas Gas Marketing, Inc. (Markets Natural Gas)
|
|-Anthem Securities Inc. (Registered Broker/Dealer)
|
|-Atlas Energy Group, Inc. (Driller and Operator in Ohio)
                               |
                               AED Investments, Inc.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF ATLAS.    
The executive officers, directors and significant employees of Atlas 
who are also officers, directors and significant employees of Atlas 
Group and Atlas Energy are as follows:

          
Charles T. Koval      63     Chairman of the Board and a Director
James R. O'Mara       53     President, Chief Executive Officer and a Director
Bruce M. Wolf         48     General Counsel, Secretary and a Director
James J. Kritzo       62     Vice President of the Land Department
Donald P. Wagner      55     Vice President of Operations
Frank P. Carolas      37     Vice President of Geology
Tony C. Banks         42     Vice President of Finance and Chief Financial 
                             Officer
Barbara J. Krasnicki  52     Vice President of Administration
Jacqueline B. Poloka  46     Controller
John A. Ranieri       37     Director of Gas Marketing
Eric D. Koval         32     President of Anthem Securities, Inc.
Joseph R. Sadowski    66     Director

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.

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.

JAMES J. KRITZO.  Vice President of the Land Department.  Mr. Kritzo 
joined the Land Department of Atlas Energy in 1979.

DONALD P. WAGNER.  Vice President of Operations.  Mr. Wagner joined 
Atlas Energy in 1979.

FRANK P. CAROLAS.  Vice President of Geology.  Mr. Carolas joined Atlas 
Energy in 1981.

TONY C. BANKS.  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.

BARBARA J. KRASNICKI.  Vice President of Administration, Ms. Krasnicki 
has been with Atlas Energy since its inception in 1971.

JACQUELINE B. POLOKA.  Controller.  Ms. Poloka joined Atlas Energy in 
1980.  

JOHN A. RANIERI.  Director of Gas Marketing for Atlas Gas Marketing, 
Inc.  Mr. Ranieri was promoted to Gas Procurement Manager of Columbia 
Gas of Pennsylvania in 1984 and remained with that organization until 
joining Atlas in July, 1990.

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.

JOSEPH R. SADOWSKI.  A director.  He co-founded Atlas Energy.  Mr. 
Sadowski has served as a director of Dixon Ticonderoga since 1987.

ITEM 4.     REMUNERATION OF DIRECTORS AND OFFICERS
The Partnership, as previously stated, has no employees.  The following 
table, however, sets forth all cash compensation paid by Atlas (which 
has complete and exclusive discretion and control over the operations 
and activities of the Partnership) during Atlas' fiscal year ended July 
31, 1997, to the three most highly compensated persons who are 
executive officers or directors and to all executive officers and 
directors of Atlas as a group, for services in all capacities while 
acting as executive officers or directors of Atlas:

NAME OF               Capacities in which                  Cash
INDIVIDUAL           remuneration was received(4)        Cpmpensation (1,2)
OR IDENTITY 
OF GROUP

James R. O'Mara     President, Chief Executive Officer     $305,300
                    and a Director
Charles T. Koval    Chairman of the Board                  $296,500
                    and a Director
Bruce M. Wolf       General Counsel, Secretary             $217,150
                    and a Director
Executive Officers                                       $1,383,530
as a Group (8 persons)

(1)     The amounts indicated were composed of salaries and all cash 
bonuses for services rendered to Atlas and its affiliates during the 
last fiscal year, including compensation that would have been paid in 
cash but for the fact the payment of such compensation was deferred.

(2)     Atlas has an "ESOP" retirement plan, described below, and has a 
401(K) plan which allowed employees to contribute the lesser of 15% of 
their compensation or $9,500 for the calendar year 1997 or $9,500 for 
the calendar year 1996.  Atlas contributed an amount equal to 50% and 
50% of each employee's contribution for the calendar years July 31, 
1997 and 1996, respectively.
(3)     There were no stock options granted or exercised during the 
fiscal year ended July 31, 1997, to the above individuals.
(4)     During the fiscal year ended July 31, 1997, each director was paid
a director's fee of $12,000 for the year. There are no other arrangements
for remuneration of directors.

ITEM 5.     SECURITY 

OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

As of December 31, 1997, 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. 

Atlas Group owns 100% of the common stock of AIC, Inc. which owns 100% 
of the common stock of Atlas and Atlas Energy.  The following table 
sets forth, as of December 31, 1997, information as to the beneficial 
ownership of common stock of Atlas Group by each person known to Atlas 
Group to own beneficially 5% or more of the outstanding common stock of 
Atlas Group, by directors and nominees, naming them individually, and 
by all directors and officers of Atlas Group as a group: 

                                    Shares of Common       Percent of Class     

Charles T. Koval                     109,391                     26.445%
Joseph R. Sadowski.                  109,142                      26.384%
James R. O'Mara                       95,164      (1)             23.005%
Bruce M. Wolf                         44,710      (2)             10.808%
   Directors and Officers as Group
  (9 persons)                        377,654   (1)(2)             91.344%

Includes 22,164 shares of Atlas Group issuable upon the exercise of 
stock options held by Mr. O'Mara.
Includes 14,210 shares of Atlas Group issuable upon the exercise of 
stock options held by Mr. Wolf.

Atlas Group has adopted Atlas Energy's existing Employee Stock 
Ownership Plan ("ESOP") for the benefit of its employees, other than 
Messrs. Koval and Sadowski, to which it will contribute annually 
approximately 6% of annual compensation in the form of shares of Atlas 
Group. Atlas Group anticipates that it will contribute approximately 
3,000 shares of its stock to the ESOP each year.

Pursuant to agreements entered into between Atlas Group and its 
shareholders to accommodate the desire of Messrs. Sadowski and Koval to 
gradually liquidate a majority of their stock ownership in Atlas Group 
in preparation for their respective retirement from Atlas Group it is 
anticipated that by the year 2003 the stock ownership of Atlas Group by 
Messrs. Koval and Sadowski will be reduced through a series of stock 
redemptions to approximately 15% each.  The stock ownership of certain 
of the remaining officers will be increased to approximately 60%, in 
the aggregate; and the stock ownership of the ESOP will be 
approximately 10%.  

The stock redemptions require Atlas Group to execute promissory 
notes, from time to time, in favor of Messrs. Koval and Sadowski, the 
first of which, in the original principal amount of  $4,974,340 each, 
plus interest at 13.5% were executed by Atlas Energy and were assumed 
by Atlas Group.  These promissory notes are totally subordinated to 
Atlas Group's obligations to banks, the ESOP and any and all other 
debts or obligations of Atlas Group, including its indemnification 
obligations and Atlas' drilling obligation to the Partnership.  If 
Atlas Group defaults on a promissory note, Messrs. Koval and Sadowski 
are entitled to purchase up to approximately an additional 1,500,000 
shares of Atlas Group to regain management control.

In 1990, Messrs. Koval and Sadowski entered into five year employment 
agreements with Atlas Energy which agreements have been transferred to 
Atlas Group, renewable for an additional five year term and on an 
annual basis after the first ten years.  Mr. Sadowski, however, retired 
other than as a director in 1996. The terms and provisions of the 
employment agreements with Mr. Koval are subject to negotiation at the 
time of each renewal and currently do not provide for any severance 
payments.  Also, during the terms of the promissory notes Messrs. Koval 
and Sadowski have the right to serve as directors of Atlas Group and as 
one of the two trustees of the ESOP.

On November 8, 1990, Atlas Energy entered into a Stock Option Agreement 
which established a management employee stock option plan to provide 
incentive compensation for certain of its key employees to acquire up 
to 47,578 shares of common stock of Atlas Energy.  Pursuant to the 
plan, Messrs. O'Mara and Wolf were granted stock options for 22,164 and 
14,210 shares, respectively.  The options are 100% vested with an 
option price of $1.00 per share and may be exercised when the 
promissory notes to Messrs. Koval and Sadowski have been satisfied and 
will terminate on August 15, 2012.  The issuance of future options will 
be determined at a later date.  The shareholders are also subject to  a 
Shareholders Agreement which provides, among other things, that such 
shareholders may not transfer their shares in Atlas Group unless the 
shares have first been offered to Atlas Group and the other 
shareholders.

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 year ending December 31, 1997, the 
Managing General Partner received $295,507 from the Partnership's oil 
and gas 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 1997, 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 
year ending December 31, 1997, the Managing General Partner received 
$25,912.

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 year ending December 
31, 1997, the Managing General Partner received $61,660.

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 1997, 
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 year ending December 31, 1997, the Managing General 
Partner received $89,434.  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, 1997, Atlas did not advance any funds nor did it provide 
any equipment, supplies or other services.
The following discussion relates solely to certain relationships and 
related transactions with respect to Atlas and does not relate to the 
Partnership.  The following discussion has been included because Atlas 
has been granted by the Partnership Agreement and the drilling and 
operating agreement the exclusive right, power and authority to control 
the operations and activities of the Partnership.

Atlas, its officers, directors and affiliates have in the past 
invested, and may in the future invest, as participants in oil and gas 
programs sponsored by Atlas on the same terms as unrelated investors.  
Atlas, its officers, directors and affiliates have also participated in 
the past, and may in the future participate, as working interest owners 
in wells in which Atlas or its oil and gas programs have an interest.  
Frequently, such participation has been on more favorable terms than 
the terms which were available to unrelated investors and Atlas Group 
has loaned to its officers and directors amounts in excess of $60,000 
from time to time as necessary for participation in such wells or 
programs.  Prior to 1996, such loans were either non-interest bearing 
or accrued interest at variable rates, but since 1995 all new loans for 
such purpose are required to bear interest.  Currently no such loans 
are outstanding.

                               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, 1997, 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 year ending December 31, 1997, the
 Partnership distributed $636,977 to the 
Participants and $158,745 to the Managing General Partner.

ITEM 8.     LEGAL PROCEEDINGS
None.

ITEM 9.     CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 

DISCLOSURE   None.

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 no reports on Form 8-K during the 
             last quarter of the period covered by this report.

                            PART F/S

ITEM 13.     FINANCIAL STATEMENTS

The Partnership's Financial Statements for the period January 1, 1997, 
to December 31, 1997, together with the opinion of the accountants 
thereon, are listed BELOW.

                                 PART III
ITEM 14.  EXHIBITS

(a)     Exhibits

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 and received on March 31, 1997.

4(b)Amended and Restated Certificate and Agreementof 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 and received on March 31, 1997.

10(a)Drilling and Operating Agreement with exhibits 

23(a)Consent of McLaughlin & Courson

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, President, Chief Executive Officer
and a Director
Date:  March 31, 1998


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, Chairman of the Board and a Director
Date:  March 31, 1998


By  (Signature and Title):     
/s/James R. O'Mara, President, Chief Executive Officer and a Director
Date:  March 31, 1998


By  (Signature and Title):     
/s/Bruce M. Wolf, General Counsel, Secretary and a Director
Date:  March 31, 1998


By  (Signature and Title):     
/s/Tony C. Banks, Vice President of Finance and Chief Financial Officer
Date:  March 31, 1998


     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.




====================================================================
PART F/S
ITEM 13

                      INDEPENDENT AUDITORS' REPORT




To the Partners
Atlas-Energy for the Nineties-Public #5 Ltd.
A Pennsylvania Limited Partnership

  We have audited the accompanying balance sheets of Atlas-Energy 
for the Nineties-Public #5 Ltd., A Pennsylvania Limited Partnership 
as of December 31, 1997 and 1996 and the related statements of 
income and changes in partners' capital accounts and cash flows for 
the year then ended December 31, 1997 and for the period July 26, 
1996 (date of formation) to December 31, 1996.  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 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 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-Energy for the Nineties-Public #5 Ltd., A Pennsylvania 
Limited Partnership as of December 31, 1997 and 1996 and the 
results of its operations, changes in partners' capital accounts 
and cash flows for the year ended December 31, 1997 and for the 
period July 26, 1996 (date of formation) to December 31, 1996 in 
conformity with generally accepted accounting principles.


----------------------------------------------------------------------

Pittsburgh, Pennsylvania
February 10, 1998


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

                               BALANCE SHEET  
                             DECEMBER 31, 1997 

                                  ASSETS  
                                                          DECEMBER 31,
                                                       1997        1996
                                                     -------     --------
Cash                                             $    7,979   $    21,639 
Accounts receivable                                 393,734           -0-   

Oil and gas wells and leases                      8,358,997     8,385,742 
Less accumulated depletion and depreciation        (946,005)          -0-
                                                  ----------    ----------
                                                  7,412,992     8,385,742 
Organizational and syndication costs,
 net of accumulated amortization of $135,675
 in 1997 and $-0- in 1996, respectively          $8,877,866    $9,606,217 
                                                 ==========    ==========

                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                 $   12,099   $    -0-   
Partners' capital                                 8,865,767     9,606,217
                                                 ----------   -----------
                                                 $8,877,866    $9,606,217 
                                                 ==========   ===========
  
         STATEMENT OF INCOME AND CHANGES IN PARTNERS' CAPITAL ACCOUNTS  
                               DECEMBER 31, 1997

                                          MANAGING
                                          GENERAL      OTHER   
                                          PARTNER     PARTNERS     TOTAL   
                                        ----------  ----------- -----------

Natural gas sales                      $  381,610   $1,144,829   $1,526,439 

  Less direct operating costs:
    Royalty interests                      48,330      144,988      193,318 
    Other                                  37,773      113,321      151,094
                                       ----------   ----------   ----------
                                           86,103      258,309      344,412
                                       ----------   ----------   ----------

 Net production revenues                  295,507      886,520    1,182,027 
 Interest income                              950        2,850        3,800 


  Depletion and depreciation of oil
   and gas wells and leases                43,213      902,792      946,005 
  Amortization of organizational and
   syndication costs                      135,675          -0-      135,675 
  General and administrative                9,367       28,102       37,469
                                       -----------    ----------  ---------  
        TOTAL EXPENSE                     188,255      930,894    1,119,149 
                                       -----------    ----------  ---------

         NET INCOME (LOSS)                108,202      (41,524)      66,678 

Capital accounts at beginning of year   1,592,338    8,013,879    9,606,217 
Adjustments to assets contributed by
 Managing General Partner                 (11,406)         -0-      (11,406)
Distributions                            (158,745)    (636,977)    (795,722)
                                       ------------  -----------  ----------
                                       $1,530,389   $7,335,378   $8,865,767 
                                       ============ ============ ===========
See notes to financial statements



                 ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
                     A PENNSYLVANIA LIMITED PARTNERSHIP
         STATEMENT OF INCOME AND CHANGES IN PARTNERS' CAPITAL ACCOUNTS
             JULY 26, 1996 (Date of Formation) TO DECEMBER 31, 1996  


                                           MANAGING
                                           GENERAL     OTHER
                                           PARTNER     PARTNERS     TOTAL
                                          --------    ---------    -------

REVENUE
  Interest income                       $    -0-     $   21,639  $   21,639 

PARTNERS' CAPITAL CONTRIBUTIONS
  Cash                                       -0-      7,992,240   7,992,240 
  Organizational and syndications costs  1,198,836        -0-     1,198,836 
  Tangible costs                           264,226        -0-       264,226 
  Leasehold costs                          129,276        -0-       129,276
                                        -----------  ----------- ----------- 
    PARTNERS' CAPITAL AT END OF PERIOD  $1,592,338   $8,013,879  $9,606,217 
                                        ===========  =========== ===========



                        STATEMENTS OF CASH FLOWS  
                   YEAR ENDED DECEMBER 31, 1997 AND
    FROM JULY 26, 1996 (Date of Formation) TO DECEMBER 31, 1996
                
                                                      PERIOD ENDING
                                                       DECEMBER 31,         
                                                  1997             1996
                                                  ----             ----
                 Increase (Decrease) in Cash
                 ---------------------------
Cash flows from operating activities:
  Net income                                 $   66,678       $   21,639 
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depletion and depreciation of oil and
     gas wells and leases                       946,005              -0-   
    Amortization                                135,675              -0-   
    Increase in accounts receivable            (393,734)             -0-   
    Increase in accounts payable                 12,099              -0-
                                             ------------     -------------
    Net cash provided by operating activities   766,723           21,639 

Cash flows from investing activities:
  Oil and gas well drilling contracts            15,339         (799,240)

Cash flows from financing activities:
  Capital (distributions) contributions        (795,722)       7,992,240   
                                             ------------     -------------
Net (decrease) increase in cash                 (13,660)          21,639 

Cash at beginning of period                      21,639              -0-
                                             ------------     -------------     
Cash at end of period                        $    7,979       $   21,639 
                                             ============     =============
Supplemental cash flow information:
  Adjustments to assets contributed by
 Managing General Partner                    $  (11,406)      $      -0-   

  Assets contributed by Managing General Partner:
    Tangible costs                                   -0-         264,226 
    Organizational and syndication costs             -0-       1,198,836 
    Lease costs                                      -0-         129,276
                                             -------------    -------------   
                                              $  (11,406)     $1,592,338 
                                             =============    =============
See notes to financial statements

  
NOTES TO FINANCIAL STATEMENTS

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

  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 Limited Partners or Investor 
General Partners.  The Partnership was funded to drill and operate gas wells 
located primarily in Mercer County, Pennsylvania.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  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.
  Capitalized costs are expenses at unit cost rates calculated annually based 
on the estimated volume of recoverable gas and the related costs.
  Oil and gas properties are periodically assessed for impairment of value, 
and losses recognized at the time of impairment.
  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.

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.  Many provisions of the federal income tax laws are complex and 
subject to various interpretations.

4. PARTICIPATION IN REVENUES AND COSTS
  Atlas and the other partners generally participate in revenues and costs in 
the following manner:
        
                                                             OTHER    
                                             ATLAS           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.TRANSACTION WITH ATLAS AND ITS AFFILIATES

  The Partnership has entered into the following significant transactions 
with Atlas and its affiliates.
    Drilling contracts to drill and complete Partnership wells at an 
anticipated cost of $37.39 per foot on completed wells.
    Administrative costs at $75 per well per month
    Well supervision fees initially of $275 per well per month plus the cost 
of third party materials and services
    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.

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 $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 subject to the subordination agreement amounted to $600,000. 


8. INDEMNIFICATION

  In order to limit the potential liability of the investor general partners, 
Atlas and The Atlas Group, Inc. formerly AEG Holdings, 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.

(1) Production costs
 
  The following table presents the costs related to natural gas and oil 
production activities:
  Capitalized costs at December 31 1997:
    Capitalized costs                                         $ 8,358,997 
    Accumulated depreciation and depletion                       (946,005)
                                                              ------------
     Net capitalized costs                                     $ 7,412,992    
                                                               ===========
 Costs incurred during the year:
     Property acquisition costs - proved undeveloped properties  $   -0-
                                                                ===========  
     Development costs                                          $ 8,358,997 
                                                              =============
    Property acquisition costs include costs to purchase, lease or otherwise 
acquire a property.  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, 1997.

    Revenues                                              $ 1,333,120 
    Production costs                                         (151,094)
    Depreciation and depletion                             (1,081,680)
                                                          ------------
    Results of operations from producing activities       $   100,346
                                                          ============  

  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.

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

                                                             1997             
                                                      NATURAL GAS (MCF) 
Proved developed reserves:
     Beginning of period                                      -0-    
       Production                                          (569,305)
       Purchase of minerals in place                      4,795,922
                                                          ----------

        End of period                                     4,226,617 
                                                          ==========
      Proved developed reserves:
       Beginning of period                                     -0-    
                                                          ==========
      End of period                                       4,226,617
                                                          ========== 


(4) Standard Measure of Discounted Future Cash Flows
 
  Management cautions that the standard measure of discounted future 
cash flows should not be viewed as an indication of the fair market 
value of natural gas and oil producing properties, nor of the future 
cash flows expected to be generated therefrom.  The information 
presented does not give recognition to future changes in estimated 
reserves, selling prices or costs and has been discounted at an 
arbitrary rate of 10%.  Estimated future net cash flows from natural gas 
and oil reserves based on selling prices and costs at December 31, 1997 
price levels are as follows:

  Future cash inflows                                         $10,618,200 
  Future production costs                                      (4,370,773)
  Future development costs                                            -0-
                                                              ------------
  Future net cash flow                                          6,247,427 
  10% annual discount for estimated timing of cash flows       (2,636,329)
                                                              ------------
  Standardized measure of discounted future net cash flows    $ 3,611,098 
                                                              ============

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

    Sales of gas and oil produced - net                       $(1,156,114)
    Discoveries and extensions                                  4,767,212
                                                              ------------    
    Net increase                                                3,611,098 
    Beginning of period                                               -0-
                                                              ------------
    End of period                                              $ 3,611,098 
                                                              ============
======================================================================

Exhibit 10(a)
DRILLING AND OPERATING AGREEMENT


              ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.

     INDEX

Section     Page

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

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

3.     Operator - Responsibilities in General; Term     3

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

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

6.     Operations Subsequent to Completion of the Wells; Price 
Determinations; Plugging and Abandonment     5

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

8.     Operator's Lien     7

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

10.     Insurance; Operator's Liability     7

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

12.     Force Majeure     9

13.     Term     9

14.     Governing Law and Invalidity     9

15.     Integration     9

16.     Waiver of Default or Breach     9

17.     Notices     9

18.     Interpretation     10

19.     Counterparts     10

Signature Page     10

Exhibit A     Description of Leases and Initial Well Locations
Exhibits A-l through A36_     Maps of Initial Well Locations
Exhibit B     Form of Assignment
Exhibit C     Form of Addendum


     DRILLING AND OPERATING AGREEMENT

THIS AGREEMENT made this 31 day of December, 1996, by and between 
ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter 
referred to as "Atlas" or "Operator"),

     and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD., a Pennsylvania 
limited partnership, (hereinafter referred to as the 
"Developer").

     WITNESSETH THAT:

WHEREAS, Atlas, by virtue of the Oil and Gas Leases (the 
"Leases") described on Exhibit A attached hereto and made a part 
hereof, has certain rights to develop the Thirty six (36) initial 
well locations identified on the maps attached hereto as Exhibits 
A-l through A-36 (the "Initial Well Locations");

WHEREAS, the Developer, subject to the terms and conditions 
hereof, desires to acquire certain of Atlas' rights to develop 
the aforesaid thirty six (36) Initial Well Locations and to 
provide for the development upon the terms and conditions herein 
set forth of additional well locations ("Additional Well 
Locations") which the parties may from time to time designate; 
and

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

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

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

(a)     Atlas shall execute an assignment of an undivided 
percentage of Working Interest in the Well Location acreage for 
each well to the Developer as shown on Exhibit A attached hereto, 
which assignment shall be limited to a depth from the surface to 
the top of the Queenston formation in Mercer County, Pennsylvania 
and Ohio. The assignment shall be substantially in the form of 
Exhibit B attached hereto and made a part hereof. The amount of 
acreage included in each Initial Well Location and the 
configuration thereof are indicated on the maps attached hereto 
as Exhibits A-l through A-36. The amount of acreage included in 
each Additional Well Location and the configuration thereof shall 
be indicated on the maps to be attached as exhibits to the 
applicable addendum as provided in sub-section (c) below.

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

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

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

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

(a)     Operator, as Developer's independent contractor, agrees 
to drill, complete (or plug) and operate 36natural gas wells on 
the 36 Initial Well Locations in accordance with the terms and 
conditions of this Agreement, and Developer, as a minimum 
commitment, agrees to participate in and pay the Operator's 
charges for drilling and completing the wells and any extra costs 
pursuant to Section 4 hereof in proportion to the share of the 
Working Interest owned by the Developer in the wells with respect 
to all 36initial wells, it being expressly understood and agreed 
that, subject to sub-section (e) below, Developer does not 
reserve the right to decline participation in the drilling of any 
of the 36 initial wells to be drilled hereunder.

(b)     Operator will use its best efforts to commence drilling 
the first well within thirty (30) days after the date of this 
Agreement and to commence the drilling of each of said 36initial 
wells for which payment is made pursuant to Section 4(b) of this 
Agreement, on or before March 31, 1997. Subject to the foregoing 
time limits, Operator shall determine the timing of and the order 
of the drilling of said 36 Initial Well Locations.

(c)     The 36 initial wells to be drilled on the Initial Well 
Locations designated pursuant to this Agreement and any 
additional wells drilled hereunder on any Additional Well 
Locations designated pursuant to Section l(c) above shall be 
drilled and completed (or plugged) in accordance with the 
generally accepted and customary oil and gas field practices and 
techniques then prevailing in the geographical area of the Well 
Locations and shall be drilled to a depth sufficient to test 
thoroughly the objective formation or the deepest assigned depth, 
whichever is less.

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

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

3.     Operator - Responsibilities in General; Term.

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

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

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

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

(a)     All natural gas wells which are drilled and completed 
hereunder shall be drilled and completed on a footage basis for a 
price of $37.39 per foot to the depth of the well at its deepest 
penetration as recorded by Operator. The aforesaid footage price 
for each of said natural gas wells shall be set forth in an AFE 
which shall be attached to this Agreement as an Exhibit, and 
shall cover all ordinary costs which may be incurred in drilling 
and completing each such well for production of natural gas, 
including without limitation, site preparation, permits and 
bonds, roadways, surface damages, power at the site, water, 
Operator's overhead and profit, rights-of-way, drilling rigs, 
equipment and materials, costs of title examination, logging, 
cementing, fracturing, casing, meters (other than utility 
purchase meters), connection facilities, salt water collection 
tanks, separators, siphon string, rabbit, tubing, an average of 
1,500 feet of gathering line per well, geological and engineering 
services and completing two (2) zones; provided, that such 
footage price shall not include the cost of (i) completing more 
than two (2) zones; (ii) completion procedures, equipment, or any 
facilities necessary or appropriate for the production and sale 
of oil and/or natural gas liquids; and (iii) equipment or 
materials necessary or appropriate to collect, lift or dispose of 
liquids for efficient gas production, except that the cost of 
saltwater collection tanks, separators, siphon string and tubing 
shall be included in the aforesaid footage price. Any such extra 
costs shall be billed to Developer in proportion to the share of 
the Working Interest owned by the Developer in the wells on a 
direct cost basis equal to the sum of (i) Operator's invoice 
costs of third party services performed and materials and 
equipment purchased plus ten percent (10%) to cover supervisory 
services and overhead; and (ii) Operator's standard charges for 
services performed directly by it.

(b)     In order to enable Operator to commence site preparation 
for 36 initial wells, to obtain suitable subcontractors for the 
drilling and completion of such wells at currently prevailing 
prices, and to insure the availability of equipment and 
materials, the Developer shall pay to Operator, in proportion to 
the share of the Working Interest owned by the Developer in the 
wells, one hundred percent (100%) of the estimated price for all 
36 initial wells upon execution of this Agreement, such payment 
to be nonrefundable in all events, except that Developer shall 
not be required to pay completion costs prior to the time that a 
decision is made that the well warrants a completion attempt and 
Atlas' share of such payments as Managing General Partner of the 
Developer shall be paid within five (5) business days of notice 
from Operator that such costs have been incurred. With respect to 
each additional well drilled on the Additional Well Locations, if 
any, in order to enable Operator to commence site preparation, to 
obtain suitable subcontractors for the drilling and completion of 
such wells at currently prevailing prices, and to insure the 
availability of equipment and materials, Developer shall pay 
Operator, in proportion to the share of the Working Interest 
owned by the Developer in the wells, one hundred percent (100%) 
of the estimated price for such well upon execution of the 
applicable addendum pursuant to Section l(c) above, except that 
Developer shall not be required to pay completion costs prior to 
the time that a decision is made that the well warrants a 
completion attempt and Atlas' share of such payments as Managing 
General Partner of the Developer shall be paid within five (5) 
business days of notice from Operator that such costs have been 
incurred. With respect to each well, Developer shall pay to 
Operator, in proportion to the share of the Working Interest 
owned by the Developer in the wells, all other costs for such 
well within five (5) business days of receipt of notice from 
Operator that such well has been drilled to the objective depth 
and logged and is to be completed. Developer shall pay, in 
proportion to the share of the Working Interest owned by the 
Developer in the wells, any extra costs incurred with respect to 
each well pursuant to sub-section (a) above within ten (10) 
business days of its receipt of Operator's statement therefor.

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

(d)     If Operator determines at any time during the drilling or 
attempted completion of any well hereunder, in accordance with 
the generally accepted and customary oil and gas field practices 
and techniques then prevailing in the geographic area of the well 
location, that such well should not be completed, it shall 
promptly and properly plug and abandon the same. In such event, 
such well shall be deemed a dry hole and the dry hole footage 
price for each well drilled hereunder shall be $20.60 per foot 
multiplied by the depth of the well, as specified in sub-section 
(a) above, and shall be charged to the Developer in proportion to 
the share of the Working Interest owned by the Developer in the 
well. Any amounts paid by the Developer with respect to such dry 
hole which exceed the aforesaid dry hole footage price shall be 
retained by Operator and shall be applied to the costs for an 
additional well or wells to be drilled on the Additional Well 
Locations.

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

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

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

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

(b)     The monthly operating fee set forth in sub-section (a) 
above may in the following manner be adjusted annually as of the 
first day of January (the "Adjustment Date") each year beginning 
January l, 1998. Such adjustment, if any, shall not exceed the 
percentage increase in the average weekly earnings of "Crude 
Petroleum, Natural Gas, and Natural Gas Liquids" workers, as 
published by the U.S. Department of Labor, Bureau of Labor 
Statistics, and shown in Employment and Earnings Publication, 
Monthly Establishment Data, Hours and Earning Statistical Table 
C-2, Index Average Weekly Earnings of "Crude Petroleum, Natural 
Gas, and Natural Gas Liquids" workers, SIC Code #131-2, or any 
successor index thereto, since January l, 1996, in the case of 
the first adjustment, and since the previous Adjustment Date, in 
the case of each subsequent adjustment.

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

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

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

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

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

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

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

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

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



8.     Operator's Lien.

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

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

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

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

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

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

10.     Insurance; Operator's Liability.

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

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

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

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

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

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

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

(a)     If Operator is rendered unable, wholly or in part, by 
force majeure (as hereinafter defined) to carry out its 
obligations under this Agreement, the Operator shall give to the 
Developer prompt written notice of the force majeure with 
reasonably full particulars concerning it; thereupon, the 
obligations of the Operator, so far as it is affected by the 
force majeure, shall be suspended during but no longer than, the 
continuance of the force majeure. Operator shall use all 
reasonable diligence to remove the force majeure as quickly as 
possible to the extent the same is within reasonable control.

(b)     The term "force majeure" shall mean an act of God, 
strike, lockout, or other industrial disturbance, act of the 
public enemy, war, blockade, public riot, lightning, fire, storm, 
flood, explosion, governmental restraint, unavailability of 
equipment or materials, plant shut-downs, curtailments by 
purchasers and any other causes whether of the kind specifically 
enumerated above or otherwise, which directly precludes 
Operator's performance hereunder and is not reasonably within the 
control of the Operator.

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

13.     Term.

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

14.     Governing Law and Invalidity.

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

15.     Integration.

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

16.     Waiver of Default or Breach.

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

17.     Notices.

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

(i)     If to Atlas, to:

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


(ii)     If to Developer, to:

Atlas-Energy for the Nineties-Public #5 Ltd.
c/o Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108

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

18.     Interpretation.

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

19.     Counterparts.

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

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

 /s/ Bruce M. Wolf
Secretary
[Corporate Seal]



[Corporate Seal]

ATLAS RESOURCES, INC.

By:/s/ J.R. O'Mara President



ATLAS-ENERGY FOR NINETIES-PUBLIC #5 LTD.

By its Managing General Partner:

ATLAS RESOURCES, INC.

By: /s/ J. R. O' Mara, President


        ===========    -----------    ==============

        Exhibit "A" Drilling and Operating Agreement


ATLAS ENERGY FOR THE NINETIES -- PUBLIC #5 LTD.

MERCER COUNTY:

Babcock No. I (Coolspring Township)

Oil and Gas Lease from Edith L. Babcock, widow and not remarried, 
to Atlas Resources, Inc., dated August 17, 1995 and recorded 
September 13, 1995 in Volume 95 DR 11526 of the Mercer County 
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said 
lease containing 50.00 acres, more or less, as shown on the plat 
attached hereto as Exhibit "A- V and made a part hereof. Title 
opinion of Hunter & Hunter, 260 East Main Street, Suite 200, 
Alliance, Ohio 44601, dated September 4, 1996. The Developer's 
interest in the leasehold estate constituting this well location 
is an undivided 100% Working Interest to those oil and gas rights 
from the surface to the bottom of the Medina/Whirlpool Formation, 
subject to the landowners' royalty interest.

Barber No. 2 (Coolspring Township)

Oil and Gas Lease from Edna M. Barber, widow and not remarried, 
to Atlas Resources, Inc., dated July 18, 1995 and recorded August 
23, 1995 in Volume 95 DR 09415 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease 
containing 50.00 acres, more or less, as shown on the plat 
attached hereto as Exhibit "A-2" and made a part hereof Title 
opinion of Hunter & Hunter, 260 East Main Street, Suite 200, 
Alliance, Ohio 44601, dated June 18, 1996. The Developer's 
interest in the leasehold estate constituting this well location 
is an undivided 100% Working Interest to those oil and gas rights 
from the surface to the bottom of the Medina/Whirlpool 
Fon-nation, subject to the landowners' royalty interest.

Black No. 2 (Coolspring Township)

Oil and Gas Lease from Robert W. Black and Betsy A. Black, 
husband and wife, to Atlas Resources, Inc., dated May 18, 1995 
and recorded June 16, 1995 in Volume 95 DR 07195 of the Mercer 
County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of 
said lease containing 38.00 acres, more or less, as shown on the 
plat attached hereto as Exhibit "A-3" and made a part hereof. 
Title opinion of Hunter & Hunter, 260 East Main Street, Suite 
200, Alliance, Ohio 44601, dated September 9, 1996. The 
Developer's interest in the leasehold estate constituting this 
well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.


Court No. I (Coolspring Township)

Oil and Gas Lease from John C. Court and Gale D. Court, husband and 
wife, to Atlas Resources, Inc., dated March 3, 1995 and recorded March 
28, 1995 in Volume 95 DR 03411 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-4" and made a part hereof. Title opinion of Hunter & Hunter, 260 
East Main Street, Suite 200, Alliance, Ohio 44601, dated August 29, 
1996. The Developer's interest in the leasehold estate constituting 
this well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Hissom No. 1 (Coolspring Township)

Oil and Gas Lease from James P. Hissom and Marietta S. Hissom, husband 
and wife, to Atlas Resources, Inc., dated May 23, 1996 and recorded 
June 17, 1996 in Volume 96 DR 08272 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 
50.00 acres, more or less, as shown on the plat attached hereto as 
Exhibit "A-5" and made a part hereof. Title opinion of Hunter & Hunter, 
260 East Main Street, Suite 200, Alliance, Ohio 44601, dated September 
11, 1996. The Developer's interest in the leasehold estate constituting 
this well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Kelly No. 2 (Coolspring Township)

Oil and Gas Lease from Edward L. Kelly and Julie A. Kelly, husband and 
wife, to Atlas Resources, Inc., dated February 11, 1996 and recorded 
March 1, 1996 in Volume 96 DR 02485 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 
50.00 acres, more or less, as shown on the plat attached hereto as 
Exhibit "A-6" and made a part hereof. Title opinion of Hunter & Hunter, 
260 East Main Street, Suite 200, Alliance, Ohio 44601, dated September 
9, 1996. The Developer's interest in the leasehold estate constituting 
this well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Kingerski No. 2 (Coolspring Township)

Oil and Gas Lease from John W. Kingerski and Irene K. Kingerski, 
husband and wife, to Atlas Resources, Inc., dated May 26, 1995 and 
recorded June 16, 1995 in Volume 95 DR 07199 of the Mercer County 
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said lease 
containing 50.00 acres, more or less, as shown on the plat attached 
hereto as Exhibit "A-7" and made a part hereof. Title opinion of Hunter 
& Hunter, 260 East Main Street, Suite 200, Alliance, Ohio 44601, dated 
April 25, 1996. The Developer's interest in the leasehold estate 
constituting this well location is an undivided 100% Working Interest 
to those oil and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.


McCullough No. I I (Coolspring Township

Oil and Gas Lease from Thomas P. McCullough and Helen M. McCullough, 
husband and wife, to Atlas Resources, Inc., dated April 21, 1994 and 
recorded May 17, 1994 in Volume 94 DR 07363 of the Mercer County 
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said lease 
containing 50.00 acres, more or less, as shown on the plat attached 
hereto as Exhibit "A-8" and made a part hereof. Title opinion of Hunter 
& Hunter, 260 East Main Street, Suite 200, Alliance, Ohio 44601, dated 
September 11, 1996. The Developer's interest in the leasehold estate 
constituting this well location is an undivided 100% Working Interest 
to those oil and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

McEwen No. 1 (Coolspring Township)

Oil and Gas Lease from Margaret M. McEwen, widow and not remarried, to 
Atlas Resources, Inc., dated April 20, 1995 and recorded April 26, 1995 
in Volume 95 DR 04728 of the Mercer County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 50.00 acres, more 
or less, as shown on the plat attached hereto as Exhibit "A-9" and made 
a part hereof. Title opinion of Hunter & Hunter, 260 East Main Street, 
Suite 200, Alliance, Ohio 44601, dated April 22, 1996. The Developer's 
interest in the leasehold estate constituting this well location is an 
undivided 100% Working Interest to those oil and gas rights from the 
surface to the bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.

Rains No. 1 (Coolspring Township)

Oil and Gas Lease from Austin C. Rains and Dorothy W. Rains, husband 
and wife, to Atlas Resources, Inc., dated July 25, 1995 and recorded 
August 29, 1995 in Volume 95 DR 09312 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 
35.00 acres, more or less, as shown on the plat attached hereto as 
Exhibit "A-10" and made a part hereof. Title opinion of Hunter & 
Hunter, 260 East Main Street, Suite 200, Alliance, Ohio 44601, dated 
June 30, 1996. The Developer's interest in the leasehold estate 
constituting this well location is an undivided 100% Working Interest 
to those oil and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

Sines No. 3 (Coolspring Township)

Oil and Gas Lease from Donald J. Sines and Mary E. Sines, husband and 
wife, to Atlas Resources, Inc., dated May 6, 1996 and recorded June 7, 
1996 in Volume 96 DR 07805 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 3 8.16 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A- I I " and made a part hereof. Title opinion of Geiger, Teeple, 
Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, 
Ohio 44601, dated October 3, 1996. The Developer's interest in the 
leasehold estate constituting this well location is an undivided 100% 
Working Interest to those oil and gas rights from the surface to the 
bottom of the Medina/Whirlpool Formation, subject to the landowners' 
royalty interest.

Steele No. I (CooLspring Township)

Oil and Gas Lease ftom Samuel A. Steele and Martha E. Steele, husband 
and wife, to Atlas Resources, Inc., dated August 17, 1995 and recorded 
September 13, 1995 in Volume 95 DR 11525 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 
50.00 acres, more or less, as shown on the plat attached hereto as 
Exhibit "A-12" and made a part hereof. Title opinion of Geiger, Teeple, 
Smith & Hahn, P.L.L., 260 East Main Street, P. 0. box 2446, Alliance, 
Ohio 44601, dated October 9, 1996. The Developer's interest in the 
leasehold estate constituting this well location is an undivided 100% 
Working Interest to those oil and gas rights from the surface to the 
bottom of the Medina/Whirlpool Formation, subject to the landowners' 
royalty interest.

Tait No. 3 (Coolspring Tow ship)

Oil and Gas Lease from Nancy E. Tait, divorced and not remarried, to 
Atlas Resources, Inc., dated June 27, 1995 and recorded July 14, 1995 
in Volume 95 DR 08847 of the Mercer County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 50.00 acres, more 
or less, as shown on the plat attached hereto as Exhibit "A-13" and 
made a part hereof. Title opinion of Hunter & Hunter, 260 East Main 
Street, Suite 200, Alliance, Ohio 44601, dated June 19, 1995. The 
Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Vogan No. 3 (Coolspring Township)

Oil and Gas Lease from Katherine A. Vogan, widow and not remarried, to 
Atlas Resources, Inc., dated July 11, 1995 and recorded August 22, 1995 
in Volume 95 DR 09399 of the Mercer County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 50.00 acres, more 
or less, as shown on the plat attached hereto as Exhibit "A-14" and 
made a part hereof. Title opinion of Geiger, Teeple, Smith & Hahn, 
P.L.L., 260 East Main Street, P. 0. box 2446, Alliance, Ohio 44601, 
dated October 24, 1995. The Developer's interest in the leasehold 
estate constituting this well location is an undivided 100% Working 
Interest to those oil and gas rights from the surface to the bottom of 
the Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

Clark No. 5 (Fairview Township)

Oil and Gas Lease from Edgar L. Clark, Jr. and Patricia A. Clark, 
husband and wife, to Atlas Resources, Inc., dated August 12, 1996 and 
recorded August 21, 1996 in Volume 96 DR 1203

of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that 
portion of said lease containing 50.00 acres, more or less, as shown on 
the plat attached hereto as Exhibit "A-15" and made a part hereof. 
Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main 
Street, P. 0. box 2446, Alliance, Ohio 44601, dated March 14, 1997. The 
Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Fon-nation, subject to the landowners' royalty interest.

Morley Unit #1 (Fairview Township

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated January 21, 1997
and recorded January 22, 1997 in Volume 97 DR 00779 of the Mercer 
County Records,
ASSIGNING, HEREIN, HOWEVER, ALL that portion of said Leases containing 
50.00 acres,
more or less, as shown on the plat attached hereto as Exhibit "A-16" 
and made a part hereof.
Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main 
Street, P. 0. Box 2446,
Alliance, Ohio 44601 dated March 13, 1997. The Developer's interest in 
the leasehold estate
constituting this well location is an undivided 100% Working Interest 
to those oil and gas rights
from the surface to the bottom of the Medina/Whirlpool Formation, 
subject to the landowners'
royalty interest.

Kloos No. 4 (FindIff Township)

Oil and Gas Lease from Glenn C. Kloos and Imogene E. Kloos, husband and 
wife, to Atlas Resources, Inc., dated November 28, 1990 and recorded 
January 4, 1991 in Volume 91 DR 00148; Extension of Lease Agreement 
dated July 11, 1995 and recorded August 22, 1995 in Volume 95 DR 09401 
of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that 
portion of said lease containing 50.00 acres, more or less, as shown on 
the plat attached hereto as Exhibit "A-17" and made a part hereof. 
Title opinion of Hunter & Hunter, 260 East Main Street, Suite 200, 
Alliance, Ohio 44601, dated January 19, 1996. The Developer's interest 
in the leasehold estate constituting this well location is an undivided 
100% Working Interest to those oil and gas rights from the surface to 
the bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.

Dye Unit No. 1 (Jackson Township)

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated April 10, 1995 and recorded May 5, 1995 in Volume 95 DR 
05285 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, ALL 
that portion of said Leases containing 50.00 acres, more or less, as 
shown on the plat attached hereto as Exhibit "A-18" and made a part 
hereof. Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated April 15, 1996. 
The Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.


Hall No. I (Jackson Townshipl

Oil and Gas Lease from Rick L. Hall and Cynthia L. Hall, husband and 
wife, to Atlas Resources, Inc., dated November 13, 1995 and recorded 
November 27, 1995 in Volume 95 DR 15 23 1 of the Mercer County Records, 
ASSIGNING, HEREIN, HOWEVER, only that portion of said lease containing 
50.00 acres, more or less, as shown on the plat attached hereto as 
Exhibit "A-19" and made a part hereof. Title opinion of Geiger, Teeple, 
Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, 
Ohio 44601 dated April 15, 1996. The Developer's interest in the 
leasehold estate constituting this well location is an undivided 100% 
Working Interest to those oil and gas rights from the surface to the 
bottom of the Medina/Whirlpool Formation, subject to the landowners' 
royalty interest.

Kurtek No. 1 (Jackson Townshfipj

Oil and Gas Lease from Louis Kurtek and Denise Kurtek, husband and 
wife, to Atlas Resources, Inc., dated April 21, 1993 and recorded May 
20, 1993 in Volume 93 DR 06599of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-20" and made a part hereof. Title opinion of Geiger, Teeple, Smith & 
Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, Ohio 
44601 dated July 29, 1996. The Developer's interest in the leasehold 
estate constituting this well location is an undivided 100% Working 
Interest to those oil and gas rights from the surface to the bottom of 
the Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

McDowell No. 11 (Jackson Township)

Oil and Gas Lease from Sandra E. McDowell, widow and not remarried, 
(one half interest), to Atlas Resources, Inc., dated March 29, 1996 and 
recorded April 29, 1996 in Volume 96 DR 05501 of the Mercer County 
Records; and Oil and Gas Lease from John A. McDowell 11, single, (one 
fourth interest), and Cheryl L. Cashdollar and Tyrone J. Cashdollar, 
husband and wife, (one fourth interest), to Atlas Resources, Inc., 
dated March 14, 1996 and recorded April 29, 1996 in Volume 96 DR 05507 
of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, only that 
portion of said lease containing 50.00 acres, more or less, as shown on 
the plat attached hereto as Exhibit "A-21" and made a part hereof. 
Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main 
Street, P. 0. Box 2446, Alliance, Ohio 44601 dated September 13, 1996. 
The Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.


McDowell No. 14 (Jackson Township)

Oil and Gas Lease from Leona M. McDowell, widow and not remarried, to 
Atlas Resources, Inc., dated October 20, 1996 and recorded November 12, 
1996 in Volume 96 DR 16618 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-22" and made a part hereof. Title opinion of Geiger, Teeple, Smith & 
Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, Ohio 
44601 dated March 18, 1997. The Developer's interest in the leasehold 
estate constituting this well location is an undivided 100% Working 
Interest to those oil and gas rights from the surface to the bottom of 
the Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

Peterka No. 2 Ljackson Township)

Oil and Gas Lease from Frank Peterka, widower and not remarried, to 
Atlas Resources, Inc., dated August 29, 1995 and recorded September 13, 
1995 in Volume 95 DR 11534 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-23" and made a part hereof. Title opinion of Geiger, Teeple, Smith & 
Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, Ohio 
44601 dated April 22, 1996. The Developer's interest in the leasehold 
estate constituting this well location is an undivided 100% Working 
Interest to those oil and gas rights from the surface to the bottom of 
the Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

Vernam Unit No. 1 (Jackson Township)

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated December 16, 1996 and recorded January 7, 1997 in Volume 
97 DR 00153 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, 
ALL that portion of said Leases containing 50.00 acres, more or less, 
as shown on the plat attached hereto as Exhibit "A-24" and made a part 
hereof. Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated April 15, 1996. 
The Developer's interest in the leasehold. estate constituting this 
well location is an undivided 100% Working Interest to those oil and 
gasrights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.


Carrier No. I (Jefferson Township)

Oil and Gas Lease from Ralph Carrier and Mary A. Carrier, husband and 
wife, to Atlas Resources, Inc., dated June 19, 1996 and recorded July 
18, 1996 in Volume 96 DR 10039 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-25" and made a part hereof. Title opinion of Hunter & Hunter, 260 
East Main Street, Suite 200, Alliance, Ohio 44601, dated February 15, 
1997. The Developer's interest in the leasehold estate constituting 
this well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the Medina/Wl-lirlpool 
Formation, subject to the landowners' royalty interest.

Rueberger Unit No. I (Lackawannock Township)

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated January 21, 1997, and recorded January 22, 1997 in Volume 
97 DR 00780 of the Mercer County Records, ASSIGNING, HEREIN, HOWEVER, 
ALL that portion of said Leases containing 50.00 acres, more or less, 
as shown on the plat attached hereto as Exhibit "A-26" and made a part 
hereof. Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated November 20, 
1996. The Developer's interest in the leasehold estate constituting 
this well location is an undivided 100% Working Interest to those oil 
and gas rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Andrews Unit #1 (Mill Creek Township)

Oil and Gas Lease from Glenn C. Andrews and Helen M. Andrews, a/k/a 
Helen Andrews, husband and wife, to the Cabot Oil and Gas Corporation, 
dated March 9, 1994; The primary term commenced May 17, 1994, and 
recorded April 6, 1994, in Volume 94 DR 4971 of the Mercer County 
Records. Assignment of Oil and Gas Lease from The Cabot Oil and Gas 
Corporation, to Atlas Resources, Inc., dated December 16, 1996, and 
recorded February 7, 1997 in Volume 97 DR 1557 of the Mercer County 
Records ASSIGNING, HEREIN, HOWEVER, only that portion of said Lease 
containing 18.55 acres, more or less, as shown on the plat attached 
hereto as Exhibit "A-27" and made a part hereof. Title opinion of 
Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 
2446, Alliance, Ohio 44601 dated August 27, 1996. The Developer's 
interest in the leasehold estate constituting this well location is an 
undivided 100% Working Interest to those oil and gas rights from the 
surface to the bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.


DonIgy No. 1 (Mill Creek Township)

Oil and Gas Lease from Paul A. Donley and Ada Donley, husband and wife, 
to Atlas Resources, Inc., dated June 13, 1996 and recorded July 29, 
1996 in Volume 96 DR 10625 of the Mercer County Records, ASSIGNING, 
HEREIN, HOWEVER, only that portion of said lease containing 50.00 
acres, more or less, as shown on the plat attached hereto as Exhibit 
"A-28" and made a part hereof Title opinion of Geiger, Teeple, Smith & 
Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, Ohio 
44601 dated March 24, 1997. The Developer's interest in the leasehold 
estate constituting this well location is an undivided 91% Working 
Interest to those oil and gas rights from the surface to the bottom of 
the Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.

Winger No. 1 (Mill Creek Township)

Oil and Gas Lease from Jeanne I. Winger and Donald Winger (signs Donald 
D. Winger), wife and husband, to Cabot Oil & Gas Corporation dated 
March 10, 1993; The primary terms commenced September 20, 1993, and 
recorded April 27, 1993 in Volume 93 DR 05295 of the Mercer County 
Records. Assignment of Oil and Gas lease from Cabot Oil and Gas 
Corporation, to Atlas Resources, Inc., dated December 16, 1996, and 
recorded February 7, 1997 in Volume 97 DR 1557 of the Mercer County 
Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said lease 
containing 45.80 acres, more or less, as shown on the plat attached 
hereto as Exhibit "A-29" and made a part hereof. Title opinion of 
Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 
2446, Alliance, Ohio 44601 dated March 18, 1997. The Developer's 
interest in the leasehold estate constituting this well location is an 
undivided 100% Working Interest to those oil and gas rights from the 
surface to the bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.

BUTLER COUNTY:

Coast No. 1 (Marion Townshio

Oil and Gas Lease from Sylvia M. Coast, widow and not remarried, to 
Atlas Resources, Inc., dated November 2, 1994 and recorded June 10, 
1996 in BK2636 PG0587 of the Butler County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 43.05 acres, more 
or less, as shown on the plat attached hereto as Exhibit "A-30" and 
made a part hereof. Title opinion of Geiger, Teeple, Smith & Hahn, 
P.L.L., 260 East Main Street, P. 0. Box 2446, Alliance, Ohio 44601 
dated October 4, 1996. The Developer's interest in the leasehold estate 
constituting this well location is an undivided 100% Working Interest 
to those oil and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowners' royalty 
interest.


Myers Unit No. 2 (Marion Towns"I

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated December 9, 1996, and recorded February 5, 1997 in BK2708 
PGO172 of the Butler County Records, ASSIGNING, HEREIN, HOWEVER, ALL 
that portion of said lease containing 50.00 acres, more or less, as 
shown on the plat attached hereto as Exhibit "A-3 V and made a part 
hereof. Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated March 13, 1996. 
The Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

LAWRENCE COUNTY:

Harris Unit No. 3 Mashington Township)

as more fully described in a certain Consolidation of Oil and Gas 
Leases dated January 21, 1997, and recorded January 29, 1997 in BK1329 
PG029 of the Lawrence County Records, ASSIGNING, HEREIN, HOWEVER, ALL 
that portion of said Leases containing 50.00 acres, more or less, as 
shown on the plat attached hereto as Exhibit "A-32" and made a part 
hereof. Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated March 21, 1997. 
The Developer's interest in the leasehold estate constituting this well 
location is an undivided 100% Working Interest to those oil and gas 
rights from the surface to the bottom of the Medina/Whirlpool 
Formation, subject to the landowners' royalty interest.

Byler No. 11 (Wilmington Township)

Oil and Gas Lease from Levi U. Byler and Ella J. Byler, husband and 
wife, to Atlas Resources, Inc., dated July 26, 1996; Effective October 
16, 1996 and recorded August 22, 1996 in BK1299 P0415 of the Lawrence 
County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of said 
lease containing 32.80 acres, more or less, as shown on the plat 
attached hereto as Exhibit "A-33" and made a part hereof. Title opinion 
of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East Main Street, P. 0. 
Box 2446, Alliance, Ohio 44601 dated November 27, 1996. The Developer's 
interest in the leasehold estate constituting this well location is an 
undivided 100% Working Interest to those oil and gas rights from the 
surface to the bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.


Byler No. 14 (Wilmington Townshipj

Oil and Gas Lease from Jonathan J. Byler and Dena M. Byler, 
husband and wife, to Atlas Resources, Inc., dated July 29, 1996; 
Effective September 27, 1996 and recorded August 22, 1996 in 
BK1299 PG406 of the Lawrence County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 50.00 acres, 
more or less, as shown on the plat attached hereto as Exhibit 
"A-34" and made a part hereof. Title opinion of Geiger, Teeple, 
Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, 
Alliance, Ohio 44601 dated September 18, 1996. The Developer's 
interest in the leasehold estate constituting this well location 
is an undivided 100% Working Interest to those oil and gas rights 
from the surface to the bottom of the Medina/Whirlpool Formation, 
subject to the landowners' royalty interest.

Hostetler No. 3 (Wilmington Township)
Oil and Gas Lease from Andy Y. Hostetler and Christina K. 
Hostetler, husband and wife, to

Atlas Resources, Inc., dated July 29, 1996; Effective October 16, 
1996 and recorded August 22, 1996 in BK1299 PG403 of the Lawrence 
County Records, ASSIGNING, HEREIN, HOWEVER, only that portion of 
said lease containing 50.00 acres, more or less, as shown on the 
plat attached hereto as Exhibit "A-35" and made a part hereof. 
Title opinion of Geiger, Teeple, Smith & Hahn, P.L.L., 260 East 
Main Street, P. 0. Box 2446, Alliance, Ohio 44601 dated November 
27, 1996. The Developer's interest in the leasehold estate 
constituting this well location is an undivided 100% Working 
Interest to those oil and gas rights from the surface to the 
bottom of the Medina/Whirlpool Formation, subject to the 
landowners' royalty interest.

Kurtz No. 2 (Wilmington Township)

Oil and Gas Lease from Andrew E. Kurtz and Elsie D. Kurtz, 
husband and wife, to Atlas Resources, Inc., dated July 26, 1996; 
Effective September 27, 1996 and recorded August 22, 1996 in 
BK1299 PG409 of the Lawrence County Records, ASSIGNING, HEREIN, 
HOWEVER, only that portion of said lease containing 36.09 acres, 
more or less, as shown on the plat attached hereto as Exhibit 
"A-36" and made a part hereof. Title opinion of Geiger, Teeple, 
Smith & Hahn, P.L.L., 260 East Main Street, P. 0. Box 2446, 
Alliance, Ohio 44601 dated January 29, 1997. The Developer's 
interest in the leasehold estate constituting this well location 
is an undivided 100% Working Interest to those oil and gas rights 
from the surface to the bottom of the Medina/Whirlpool Formation, 
subject to the landowners' royalty interest.

=====================================================================
EXHIBT 23(a)


                                McLaughlin & Courson
                             Certified Public Accountants
                              2002 Law & Finance Building
                                Pittsburgh, PA  15219
                                 Phone:  412-261-0630



CONSENT OF INDEPENDENT AUDITOR

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 and any amendments thereto for Atlas-Energy for the Nineties-
Public #5 Ltd.



McLaughlin & Courson
Certified Public Accountants



/s/ McLaughlin & Courson



March 30, 1998
Pittsburgh, Pennsylvania