U.S.  Securities  and  Exchange  Commission


<TABLE>
<CAPTION>

                                                                              Washington, D.C.  20549
<S>                                                             <C>
AMENDED
                                                                FORM 10-KSB
(Mark One)

[ X ]                                                           ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                                                                SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
                                                                For the fiscal year ended December 31, 1996

[    ]                                                          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)

</TABLE>

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

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


     State  issuer's  revenues  for  its  most  recent  fiscal  year.      -0-

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

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes            X          No  _____
     -----------

                1996 FISCAL YEAR ANNUAL REPORT TO PARTICIPANTS
                IN ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
          PURSUANT TO SECTION 4.03(B)(1) OF THE PARTNERSHIP AGREEMENT


(A) Audited financial statements of the Partnership for the fiscal year ending
December
     31,  1996,  are  included  in  this  report.


(B)  The  Partnership  prepaid the drilling and operating agreement with Atlas
Resources,
     Inc.  ("Atlas") on December 31, 1996 in an amount equal to $6,391,298, in
order  to  claim
     a 1996 deduction for intangible drilling and development cost of wells to
be  drilled
     in  1997.    No other fees or compensation were paid to Atlas in 1996 and
Atlas  did  not
     receive  any  reimbursement  for  Administrative  Costs  in  1996.


(C)  The  following table describes the Partnership's thirty-six prospects set
forth  in  the
     Drilling  and  Operating  Agreement  on  December  31,  1996.



<TABLE>
<CAPTION>

                                                            Net
                                                          Approx.      Approx.       Working  Revenue
Prospect                                                   Cost        Location       Acres   Interest  Interest
--------------------------------------------------------  -------  ----------------  -------  --------  ---------     

<S>                                                       <C>      <C>               <C>      <C>       <C>        <C>
Andrews #1                                                  3,600  Mercer County,    PA          18.55       100%  84.375%
Babcock #1                                                  3,600  Mercer County,    PA          50.00       100%   87.50%
Barber #2                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Black #2                                                    3,600  Mercer County,    PA          38.00       100%   87.50%
Byler #11                                                   3,600  Lawrence County,  PA          50.00       100%   87.50%
Byler #14                                                   3,600  Lawrence County,  PA          50.00       100%   87.50%
Carrier #1                                                  3,600  Mercer County,    PA          50.00       100%   87.50%
Clark #5                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Coast #1                                                    3,600  Butler County,    PA          50.00       100%   87.50%
Court #1                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Donley #1                                                   3,600  Mercer County,    PA          50.00        91%   87.50%
Dye #1                                                      3,600  Mercer County,    PA          50.00       100%   87.50%
Hall #1                                                     3,600  Mercer County,    PA          50.00       100%   87.50%
Harris #3                                                   3,600  Lawrence County,  PA          50.00       100%   87.50%
Hissom #1                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Hostetler #3                                                3,600  Lawrence County,  PA          50.00       100%   87.50%
Kelly #2                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Kingerski  #2                                               3,600  Mercer County,    PA          50.00       100%   87.50%
Kloos #4                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Kurtek #1                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Kurtz #2                                                    3,600  Lawrence County,  PA          65.00       100%   87.50%
McCullough #11                                              3,600  Mercer County,    PA          50.00       100%   87.50%
McDowell #11                                                3,600  Mercer County,    PA          50.00       100%   87.50%
McDowell #14                                                3,600  Mercer County,    PA          50.00       100%   87.50%
McEwen #1                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Morley Unit #1                                              3,600  Mercer County,    PA          50.00       100%   87.50%
Myers #2                                                    3,600  Butler County,    PA          50.00       100%   87.50%
Peterka #2                                                  3,600  Mercer County,    PA          50.00       100%   87.50%
Rains #1                                                    3,600  Mercer County,    PA          35.00       100%   87.50%
Reuberger #1                                                3,600  Mercer County,    PA          50.00       100%   87.50%
Sines #3                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Steele #1                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Tait #3                                                     3,600  Mercer County,    PA          50.00       100%   87.50%
Verman #1                                                   3,600  Mercer County,    PA          50.00       100%   87.50%
Vogan #3                                                    3,600  Mercer County,    PA          50.00       100%   87.50%
Winger #1                                                   3,600  Mercer County,    PA          46.80       100%   87.50%

(1) 3.125% Overriding Royalty Interest to a third party.
<FN>


(D)  The  Partnership  had  its  initial  and  final  closing  on  December  31,  1996,  and  was  funded  with
     subscriptions  of  $7,992,240  from  investors.    Also,  on  the  closing,  Atlas,  as  Managing  General
     Partner,  was  credited  with  a  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  had  no  revenues  in  1996.    The  following  schedule  reflects  the  payment  of
     Partnership  costs  in  1996.

</TABLE>



                       Payment of Partnership Costs and
          Reconciliation with Article V of the Partnership Agreement
          ----------------------------------------------------------


<TABLE>
<CAPTION>

                                  Atlas      Participants    Total
                               ------------  ------------                             
                               Partnership
                                    %           Amount         %        Amount      Costs
                               ------------  ------------  ----------  ---------  ---------
<S>                            <C>           <C>           <C>         <C>        <C>
Organization & Offering Costs          100%     1,198,836        -0-         -0-  1,198,836
Lease Costs                            100%       129,276        -0-         -0-    129,276
Operating Costs                         25%           -0-         75%        -0-          -
Tangible Drilling Costs                 14%       264,226         86%  1,600,942  1,865,168
Intangible Drilling Costs              -0-            -0-        100%  6,391,298  6,391,298
                               ------------  ------------  ----------  ---------  ---------
                                 1,592,338      7,992,240  9,584,578 
<FN>


(E)  A  quarterly  cash  receipts  and  disbursements  statement will be provided after the
Partnership
     commences  its  operational  phase.

</TABLE>

DATED:      APRIL  23,  1997



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

  JULY 26, 1996 (DATE OF FORMATION) TO DECEMBER 31, 1996
--------------------------------------------------------
  INDEPENDENT AUDITORS' REPORT

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


     We  have  audited  the accompanying balance sheet of Atlas-Energy for the
Nineties-Public #5 Ltd., A Pennsylvania Limited Partnership as of December 31,
1996  and  the  related  statements of income and changes in partners' capital
accounts  and  cash  flows 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  audit.

     We  conducted  our  audit  in accordance with generally accepted auditing
standards.    Those  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for  our  opinion.

     In  our  opinion,  the  financial  statements  referred  to above present
fairly,  in  all material respects, the financial position of Atlas-Energy for
the Nineties-Public #5 Ltd., A Pennsylvania Limited Partnership as of December
31,  1996  and  the  results  of  its operations, changes in partners' capital
accounts  and  cash  flows for the period July 26, 1996 (date of formation) to
December 31, 1996 in conformity with generally accepted accounting principles.


Pittsburgh,  Pennsylvania
February  11,  1997


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

  BALANCE SHEET
----------------------------------------------

  DECEMBER 31, 1996






                                                  ASSETS
                                                ----------

Cash                                            $   21,639
Oil and gas well drilling contracts and leases   8,385,742
Organizational and syndication costs             1,198,836
                                                ----------

                                                $9,606,217
                                                ==========





                   LIABILITIES AND PARTNERS' CAPITAL
                   ----------------------------------

Partners' capital  $                        9,606,217
                   ==================================
See notes to financial statements


  NOTES TO FINANCIAL STATEMENT
---------------------------------------------------            
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.

SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------
     Financial  statements  are prepared in accordance with generally accepted
accounting  principles.
     The  Partnership  proposes  to  use  the  successful  efforts  method  of
accounting  for  oil  and  gas  producing activities. Costs to acquire mineral
interests  in  oil  and  gas  properties  and  to  drill  and  equip wells are
capitalized.
     Capitalized  costs  are  to  be  expensed  at  unit cost rates calculated
annually  based  on  the  estimated  volume of recoverable gas and the related
costs.

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.

PARTICIPATION  IN  REVENUES  AND  COSTS
---------------------------------------

<TABLE>
<CAPTION>





<S>
    Organization and offering costs
    Lease costs
    Revenues
    Direct operating costs
    Intangible drilling costs
    Tangible costs
    Tax deductions: Intangible drilling and development costs
                      Depreciation
                      Depletion allowances

TRANSACTIONS 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
    Gas transportation and marketing charges at competitive rates which 
currently is 29 cents per MCF
PURCHASE COMMITMENT
---------------------------------------------------------------
 Atlas and the other partners will generally participate in revenues and 
costs in the following manner:
                         OTHER
                                                                                                                     ATLAS         
                                          PARTNERS
          ------------------------  ---------
<S>                                                                                                                               <
c>
    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   %

TRANSACTIONS 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
    Gas transportation and marketing charges at competitive rates which 
currently is 29 cents per MCF
PURCHASE COMMITMENT
-                                                                                                                    
</TABLE>

     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.
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.
INDEMNIFICATION
---------------
     In  order  to  limit  the  potential  liability  of  the investor general
partners,  Atlas  and 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.
     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.


<TABLE>
<CAPTION>

<S>                                                  <C>
By:  (Signature and Title):                          Atlas Resources, Inc., 
Managing General Partner

By   (Signature and Title):                                                      /s/ James R. O'Mara
                                               -------------------------
James R. O'Mara, President, Chief Executive Officer
and a Director
Date:  April 24, 1997
<FN>
     In  accordance  with  the Exchange Act, this report has been signed by 
the following persons on
behalf  of  the  registrant  and  in  the  capacities  and  on  the  dates 
 indicated.

</TABLE>

By    (Signature  and  Title):          /s/  Charles  T.  Koval
                                        -----------------------
     Charles  T.  Koval,  Chairman  of  the  Board  and  a  Director
Date:    April  24,  1997


By    (Signature  and  Title):          /s/  James  R.  O'Mara
                                        ----------------------
     James  R.  O'Mara,  President,  Chief  Executive  Officer  and
       a  Director
Date:    April  24,  1997


By    (Signature  and  Title):          /s/  Bruce  M.  Wolf
                                        --------------------
     Bruce  M.  Wolf,  General  Counsel,  Secretary  and  a  Director
Date:    April  24,  1997


By    (Signature  and  Title):          /s/  Tony    C.  Banks
                                        ----------------------
     Tony  C.  Banks,  Vice  President  of Finance and Chief Financial Officer
Date:    April  24,  1997