U.S.  Securities  and  Exchange  Commission

                         Washington,  D.C.    20549
                                  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,  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    33-09991

                     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 Identification No,)
    incorporation  or  organization)

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

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

            Title  of each class                         Name of each 
                                                           exchange
                                                     on  which  registered

                  None                                        None

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

                                     None
                               (Title  of  Class)

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

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


     State  issuer's  revenues  for  its  most recent fiscal year.  
                                $1,526,439

     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 

----------------------------------------------------------------------------
                               March 31, 1998

            1997 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, 1997, are included in this report.
   
(b) The Partnership total fees and compensation including any 
unaccountable, fixed payment reimbursements for Administrative 
Costs and Operating Costs, paid by the Partnership, or indirectly 
on behalf of the Partnership, to the Managing General Partner, the 
Operator and their Affiliates.  $188,563.

Percentage that the annual unaccountable fixed fee reimbursement 
for Administrative Costs bears to annual Partnership revenues.  2.45%
<TABLE>
<CAPTION>

(c)     The following table describes the Partnership's 36 gross wells
                    (35.91 net wells) drilled in 1997.                                                  
                                             Net
                       Approx.         Approx     Wrkg      Revenue     
   Well          Completed     Location         Acres     Int.     Interest     Cost

<S>                 <S>     <C>                <C>    <C>      <C>        <C>
Andrews #1          Yes     Mercer Co., PA     18     100%     84.38%     $190,988.29
Babcock #1          Yes     Mercer Co., PA     50     100%     87.50%     $191,955.00
Barber #2           Yes     Mercer Co., PA     50     100%     87.50%     $195,133.36
Black #2            Yes     Mercer Co., PA     40     100%     87.50%     $163,070.61
Byler #11           Yes     Lawrence Co., PA   50     100%     87.50%     $175,694.00
Byler #4            Yes     Lawrence Co., PA   50     100%     87.50%     $180,705.89
Carrier #1          Yes     Mercer Co., PA     50     100%     87.50%     $167,616.54
Clark #5            Yes     Mercer Co., PA     50     100%     87.50%     $197,003.66
Coast #1            Yes     Butler Co., PA     50     100%     87.50%     $201,230.81
Court #1            Yes     Mercer Co., PA     50     100%     87.50%     $184,958.70
Donley #1           Yes     Mercer Co., PA     50     100%     87.50%     $187,483.14
Dye #1              Yes     Mercer Co., PA     50     100%     87.50%     $168,128.72
Hall #1             Yes     Mercer Co., PA     52     100%     87.50%     $184,500.48
Harris #3           Yes     Lawrence Co., PA   50     100%     87.50%     $191,192.53
Hissom #1           Yes     Mercer Co., PA     50     100%     87.50%     $180,392.29
Hosstetler #3       Yes     Lawrence Co., PA   50     100%     87.50%     $186,772.97
Kelly #2            Yes     Mercer Co., PA     50     100%     87.50%     $173,001.72
Kingerski #2        Yes     Mercer Co., PA     50     100%     87.50%     $184,717.88
Kloos #4            Yes     Mercer Co., PA     50     100%     87.50%     $172,808.57
Kurtek #1           Yes     Mercer Co., PA     50     100%     87.50%     $188,575.93
Kurtz #2            Yes     Lawrence Co., PA   50     100%     87.50%     $196,464.86
McCullough #11      Yes     Mercer Co., PA     50     100%     87.50%     $188,566.37
McDowell #11        Yes     Mercer Co., PA     50     100%     87.50%     $181,152.01
McDowell # 14       Yes     Mercer Co., PA     50     100%     87.50%     $167,336.98
McEwen # 1          Yes     Mercer Co., PA     50     100%     87.50%     $197,444.49
Morley # 1          Yes     Mercer Co., PA     42     100%     87.50%     $196,764.95
Myers #2            Yes     Butler Co., PA     50     100%     87.50%     192,324.82
Peterka #2          Yes     Mercer Co., PA     50     100%     87.50%     $268,030.21
Rains #1            Yes     Mercer Co., PA     35     100%     87.50%     $196,170.98
Rueberber #1        Yes     Mercer Co., PA     55     100%     87.50%     $202,884.03
Sines #3            Yes     Mercer Co., PA     40     100%     87.50%     $180,264.64
Steele #1           Yes     Mercer Co., PA     50     100%     87.50%     $174,644.98
Tait #3             Yes     Mercer Co., PA     50     100%     87.50%     $175,373.77
Vernam #1           Yes     Mercer Co., PA     57     100%     87.50%     $198,472.77
Vogan #3            Yes     Mercer Co., PA     50     100%     87.50%     $213,314.83
Winger #1           Yes     Mercer Co., PA     46     100%     87.50%     $177,118.69
</TABLE>
Quarterly distributions are made in March, June, September and 
December.  There were three quarterly distributions in 1997 for 
nine months of natural gas production from the partnership's 
thirty six wells located in Butler, Lawrence and Mercer County 
Pennsylvania.

Checks were sent on March 20, 1997 to those partners who earned 
interest while their subscriptions were in the escrow account.  
Checks were sent on September 8, 1997 to each partner for the 
refund of unused drilling funds, prorated according to their 
percentage interest in the partnership.  The total of unused 
drilling funds amounted to $15,339.

Checks were sent on October 4, 1997 to each partner for a refund 
of unused drilling funds, prorated according to their percentage 
interest in the partnership.  The total of unused drilling funds 
amounted to $38,610.

(d) There were no farmins and joint ventures in 1997.

(e) The Partnership had revenues in 1997.  The following schedule 
reflects the payment of Partnership costs in 1997.

                                  Atlas          Participants      Total
                                                                   Partnership
                                  %     Amount       %   Amount    Costss

Organizing and Offering Costs   100%      -0-       -0-    -0-      -0-
Lease Costs                     100%      -0-       -0-    -0-      -0-
Operating Costs                  25%   $ 9,367      75%   $28,102  $37,469
Drilling and Completion Costs    -0-       -0-      -0-    -0-      -0-
Adj to Assets Contributed by MGP -0-  ($11,406)     -0-    -0-     (11,406)
                               -------------------------------------------      
TOTAL                                  ($2,039)           $28,102  $26,063     

(g)     A quarterly cash receipts and disbursements statement is 
attached dated December 3, 1997.

1997 Partner Form 1065 (K-1) was mailed to each partner on February 20, 1998.

(2) Proved Reserves are found in the Audited Financials under Section 9.(3).

(3) There were various reports prepared by the Partnership and paid 
for by the Participants.

June 6, 1997 - $11,244.43
                    $  572.82 check printing fees
                    $   91.61 K-1 printing tax instructions
                    $  159.00 printing audited financials
                    $3,660.00 attorney preparation of Form 10-KSB
                    $3,788.00 audit fee
                    $  250.00 SEC Form 10-KSB filing fee
                    $2,625.00 preparation fee Form 1065 and K-1's
                    $  100.00 miscellaneous expense

September 8, 1997 - $52.00
                    $52.00 PA filing amended certificate of partnership
          
     Participants were notified of these costs on their Production and 
Earnings Statement in each of the months fees expensed.


DATED:  APRIL 30, 1998
Audited Financial Statements Previously filed in the Form 10KSB for the Period 
ending December 31, 1997 and received on March 31, 1998.


DATED: April  30, 1998
In  accordance  with  Section  13  or  15(d)  of  the  Exchange  Act, the
registrant  caused  this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.


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

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

By      (Signature  and  Title):          /s/  James  R.  O'Mara
                                          ----------------------
     James  R.  O'Mara,  President,  Chief  Executive  Officer
     and  a  Director
Date: April  30, 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
                                        -----------------------
     Charles  T.  Koval,  Chairman  of  the  Board  and  a  Director
Date: April  30, 1998


By    (Signature  and  Title):          /s/  James  R.  O'Mara
                                        ----------------------
     James  R.  O'Mara,  President,  Chief  Executive  Officer  and
       a  Director
Date: April  30, 1998


By    (Signature  and  Title):          /s/  Bruce  M.  Wolf
                                        --------------------
     Bruce  M.  Wolf,  General  Counsel,  Secretary  and  a  Director
Date: April  30, 1998


By    (Signature  and  Title):          /s/  Tony    C.  Banks
                                        ----------------------
     Tony  C.  Banks,  Vice  President  of Finance and Chief Financial Officer
Date:    April  30, 1998