U.S. Securities and Exchange Commission

Washington, D.C.  20549

Form 10-KSB

(Mark One)

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

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

Commission file number  333-62167

Atlas-Energy for the Nineties-Public #7 Ltd.
(Name of small business issuer in its charter)

Pennsylvania     25-1814688

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

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

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

Title of each class          Name of each exchange on which registered

None                                             None

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

     None
     (Title of Class)

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

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


State issuer's revenues for its most recent fiscal year.   -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           No.     X         

     Page 1 of ____
     Exhibit Index on Page ____
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PART I

ITEM 1.     DESCRIPTION OF BUSINESS

     Atlas-Energy for the Nineties-Public #7 Ltd. (the "Partnership") 
was formed under the Pennsylvania Revised Uniform Limited Partnership 
Act on July 16, 1998, with Atlas Resources, Inc. ("Atlas") as Managing 
General Partner.  The Partnership offered a maximum of 1,200 Units.  

     The Partnership had its initial closing on December 01, 1998, and 
was funded with total subscriptions of 251 Units ($2,507,650 excluding 
the dealer-manager fee, sales commissions and accountable due diligence 
expenses of $ 0 paid to the Dealer-Manager and registered broker-
dealers) from 63 investors thus reaching its required minimum Capital 
Contribution of $1,000,000.  The Partnership had its final closing on 
December 31, 1998, and was funded with total subscriptions of 1,200 
Units ($11,988,350 excluding the dealer-manager fee, sales commissions 
and the accountable due diligence expenses of $0 paid to the Dealer-
Manager and registered broker-dealers) from 366 investors.
5 investors subscribed for 27 Units ($270,000) as Limited Partners and 
the remaining 361 investors subscribed for 1,173 Units ($11,718,350) as 
Investor General Partners.  

     At the time of the initial and final closing, the Managing General 
Partner was credited with a total capital contribution of $3,852,439 
because of certain expenditures it made on behalf of the Partnership 
and certain prospects it contributed to the Partnership. The Managing 
General Partner paid the organization and offering costs of the 
Partnership in the amount of $1,798,253.  In addition, the Managing 
General Partner contributed 61 prospects to the Partnership at its cost 
of $3,600 per prospect (proportionately reduced to the extent less than 
100% of the working interest is acquired) for a total credit of $ 
199,800.  Finally, under the Partnership Agreement the Managing General 
Partner paid 51% ($1,845,386) of the Partnership's tangible costs.
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.  The initial closing date was 
December 01, 1998, and the Partnership began its drilling activities 
pursuant to the drilling and operating agreement.  Additionally, the 
Partnership prepaid drilling costs pursuant to the drilling and 
operating agreement on December 31, 1998, in an amount equal to 
$11,988,350, in order to claim a 1998 deduction for intangible drilling 
and development costs of wells to be drilled in 1999.  The drilling and 
operating agreement provided that a total of 38 development wells would 
be drilled to the Clinton/Medina geological formation in Mercer, 
Lawrence and Counties, Pennsylvania and Stark and Trumbull Counties, 
Ohio.  Atlas and its affiliates had sufficient leasehold inventory to 
provide the prospects to be developed by the Partnership.  See  
"Properties."

     Under the drilling and operating agreement Atlas is responsible 
for drilling and completing (or plugging) the Partnership wells.  All 
the wells have been or will be drilled to depths sufficient to test 
thoroughly the Clinton/Medina formation.  The Partnership paid its 
proportionate share of the cost of drilling and completing the 
Partnership's wells as follows:  for each well, an amount equal to the 
depth of the well in feet at its deepest penetration as recorded by the 
drilling contractor multiplied by $39.15 per foot.  The footage price 
included all ordinary costs of drilling, testing and completing the 
well and installing gathering lines and other necessary facilities for 
the production of natural gas, including the cost of a second 
completion and Frac where Atlas considered it justified.

     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 will charge the 
Partnership at cost for third party services and materials provided for 
each well which has been placed in operation, and a reasonable charge 
for services performed directly by Atlas or its affiliates.  The 
drilling and operating agreement also gives the operator the right at 
any time after three years from the date a Partnership well has been 
placed into production to retain $200 per month to cover future 
plugging and abandonment of such well.

      Natural gas and any oil produced by the wells developed by the 
Partnership must be marketed in order for the Partnership to realize 
revenues from such production.  The Partnership did not purchase and 
does not anticipate selling any producing wells.  In recent years 
natural gas and oil prices have been volatile.  

      The marketing of natural gas and oil production, if any,  will be 
affected by numerous factors beyond the control of the Partnership and 
the effect of which cannot be accurately predicted.  These factors 
include the availability and proximity of adequate pipeline or other 
transportation facilities; the amount of domestic production and 
foreign imports of oil and gas; competition from other energy sources 
such as coal and nuclear energy; local, state and federal regulations 
regarding production and the cost of complying with applicable 
environmental regulations; and fluctuating seasonal supply and demand.  
For example, the demand for natural gas is greater in the winter months 
than in the summer months, which is reflected in a higher spot  market 
price paid for such gas.  Also, increased imports of oil and natural 
gas have occurred and are expected to continue. The free trade 
agreement between Canada and the United States has eased restrictions 
on imports of Canadian gas to the United States.  Additionally, the 
passage in 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.

     In the Mercer County area, Atlas estimates that a portion of the 
Partnership's gas will be 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 from 
the Mercer County area will be transported through Atlas' and its 
affiliates' pipelines to the interconnection points maintained with  
Tennessee Gas Transmission Co.,  National Fuel Gas Supply Corporation, 
National Fuel Gas Distribution Company, East Ohio Natural Gas Company 
and Peoples Natural Gas Company. These delivery points are utilized by 
Atlas Gas Marketing, Inc. to service its end-user markets in the 
northeast United States which include in excess of 300 customers.  
Atlas is currently delivering an average 27,000 MCF of natural gas per 
day from the Mercer County area to all the aforementioned markets and 
has the capacity of delivering 33,000 MCF per day from the Mercer 
County area. Atlas anticipates that Wheatland Tube Company and Carbide 
Graphite each will purchase approximately 10% to 15% of the 
Partnership's gas production in 1999 pursuant to gas contracts between 
them and an affiliate of Atlas, and it is possible that other 
purchasers of the Partnership's gas production may account for 10% of 
the Partnership's gas sales revenues in 1999.  See "Financial 
Statements."

      In order to optimize the price it receives for the sale of 
natural gas, Atlas markets portions of the gas through long term 
contracts, short term contracts, and monthly spot sales.  The marketing 
of natural gas production has been influenced by the availability of 
certain financial instruments, such as gas futures contracts, options 
and swaps which, when properly utilized as hedge instruments, provide 
producers or consumers of gas with the ability to lock in the price 
which will ultimately be paid for the future deliveries of gas.  Atlas 
is utilizing financial instruments to hedge the price risk of a portion 
of all of its programs' gas production which would include the 
Partnership.  To assure that the financial instruments will be used 
solely for hedging price risks and not for speculative purposes, Atlas 
has established an Energy Price Risk Committee, whose responsibility 
will be to ascertain that all financial trading is done in compliance 
with hedging policies and procedures.  Atlas does not intend to 
contract for positions that it cannot offset with actual production.
Any crude oil produced from the wells will flow directly into storage 
tanks where it will be picked up by the oil company, a common carrier 
or pipeline companies acting for the oil company which is purchasing 
the crude oil.  Crude oil usually does not present any transportation 
problem.  Atlas anticipates selling any oil produced by the wells in 
spot sales.  

     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.

     Oil and gas operations are regulated in Pennsylvania by the 
Department of Environmental Resources, Division of Oil and Gas, which 
imposes a comprehensive statutory and regulatory scheme with respect to 
oil and gas operations.   Among other things, the regulations involve:  
(i) new well permit and well registration requirements, procedures and 
fees;  (ii) minimum well spacing requirements;  (iii) restrictions on 
well locations and underground gas storage;  (iv) certain well site 
restoration, groundwater  protection and safety measures;  (v) 
landowner notification requirements;  (vi) certain bonding or other 
security measures; (vii) various reporting requirements;  (viii) well 
plugging standards and procedures; and  (ix) broad enforcement powers.  
Generally, the regulatory agency in the state where a producing natural 
gas well is located supervises production activities and the 
transportation of natural gas sold intrastate.  Atlas does not expect 
that these regulations will have a material adverse impact upon the 
operations of the Partnership.  The Partnership believes it has 
complied in all material respects with applicable state regulations and 
will continue to do so.

     The Federal Energy Regulatory Commission ("FERC") regulates the 
interstate transportation of natural gas and the pricing of natural gas 
sold for resale interstate; and under the Natural Gas Policy Act of 
1978 ("NGPA") the price of intrastate gas.  Price controls for natural 
gas production from new wells, however, were deregulated on December 
31, 1992.   Deregulated gas production may be sold at market prices 
determined by supply, demand, BTU content, pressure, location of the 
wells, and other factors.  The Managing General Partner anticipates 
that all gas produced by the Partnership wells will be price 
decontrolled gas and sold at fair market value.

     Although the transportation and sale of gas in interstate commerce 
remains heavily regulated, FERC has sought to promote greater 
competition in natural gas markets by encouraging open access 
transportation by interstate pipelines, with the goal of expanding 
opportunities for producers to contract directly with local 
distribution companies and end-users.  For example, FERC Order 500 
requires interstate pipelines that transport gas for others to provide 
transportation service to producers, distributors, and all other 
shippers of natural gas on a non-discriminatory, "first-come, first-
served" basis so that producers and other shippers can sell natural gas 
directly to end-users.  FERC Order 636, which became effective in 1992, 
requires gas pipeline companies to, among other things,  separate their 
sales services from their transportation services; and provide an open 
access transportation service that is comparable in quality for all gas 
suppliers.  The premise behind FERC Order 636 was that the gas pipeline 
companies had an unfair advantage over other gas suppliers because they 
could bundle their sales and transportation services together.  FERC 
Order 636 is designed to create a regulatory environment in which no 
gas seller has a competitive advantage over another gas seller because 
it also provides transportation services.  It is difficult to assess 
the effect of the order on the Partnership.

     From time to time there are a number of proposals being considered 
in Congress and in the legislatures and agencies of various states that 
if enacted would significantly and adversely affect the oil and natural 
gas industry.  Such proposals involve, among other things, limiting the 
disposal of waste water from wells.  At the present time, it is 
impossible to accurately predict what proposals, if any, will be 
enacted by Congress or the legislatures and agencies of various states 
and what effect any proposals which are enacted will have on the 
activities of the Partnership.

     Various federal, state and local laws covering the discharge of 
materials into the environment, or otherwise relating to the protection 
of the environment, may affect the Partnership's operations and costs.  
The Partnership may generally be liable for cleanup costs to the United 
States Government under the Federal Clean Water Act for oil or 
hazardous substance pollution and under the Comprehensive Environmental 
Response, Compensation and Liability Act of 1980 ("CERCLA" or 
Superfund) for hazardous substance contamination. The liability is 
unlimited in cases of willful negligence or misconduct.  There is also 
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.

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

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

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

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

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

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

================================================================

ITEM 2.     PROPERTIES

     The Partnership's first closing was December 01, 1998, and 12 
prospects were designated by the Managing General Partner on that date.  
The final closing was December 31, 1998, and an additional 52 prospects 
were designated by the Managing General Partner on that date.  For 
purposes of the Drilling Activity table and the Productive Wells table 
set forth below, a "gross well" is one in which the Partnership has a 
working interest and a "net well" is a gross well multiplied by the 
Partnership's working interest to which it is entitled under its 
drilling agreement.  

     The Partnership owns 100% of the working interest in 51 wells and 
expects to own approximately 50% of the working interest in 13 wells.  
See "Productive Wells," below.  All wells other than 2 are subject to a 
12.5% landowner's royalty and have an 87.5% net revenue interest.  One 
well is also subject to a 3.125% overriding royalty interest and has an 
84.375% net revenue interest.  The other well is also subject to a 2.5% 
overriding royalty and has a an 85.0% net revenue interest.  61 of the 
wells are situated on a prospect of approximately 50 acres and the 
prospect acreage for the remaining 3 wells  is approximately 40 acres.
Drilling Activity.   The following table sets forth the results from 
July 16, 1998, (date of formation) to March 31, 1998, of the 
Partnership's drilling activities.  All wells are in Lawrence  and 
Mercer Counties, Pennsylvania and Stark and Trumbull Counties, Ohio.  
Currently, 64 wells have been spudded, and 0 dry holes have been 
drilled.

                          Period Ended March 31, 1998 
                             Development Wells                          
                Gross                                       Net 
       Productive     Dry      Total     Productive      Dry     Total
            64          0        64        57.5           0       57.5

The Partnership has not participated, and will not participate, in any 
exploratory wells.  

Present Activities.   As of March 31, 1998:
26 of the wells were in production;
18 of the wells were capable of production but not yet on-line; and
20 of the wells were spudded and were in the process of being drilled 
and completed.  

Productive Wells.   The following table summarizes the Partnership's 
total gross and net interest in productive natural gas wells at March 
31, 1999.

Name of Well_State_County_Gross_Net__     
Book #1               Pennsylvania          Mercer         1     1.00
Byler #33          Pennsylvania          Lawrence          1     1.00
Byler #38          Pennsylvania          Lawrence          1     1.00
Byler #40          Pennsylvania          Lawrence          1     1.00
Byler #43          Pennsylvania          Lawrence          1     1.00
Byler #51          Pennsylvania          Lawrence          1     1.00
Byler #56          Pennsylvania          Lawrence          1     1.00
Byler #58          Pennsylvania          Lawrence          1     1.00
Cameron #2         Pennsylvania          Mercer            1     1.00
Campbell #6        Pennsylvania          Mercer            1     0.50
Dick #2            Pennsylvania          Mercer            1     1.00
Foreman #1         Pennsylvania          Lawrence          1     1.00
Gibson #5          Pennsylvania          Lawrence          1     1.00
Hostetler #7       Pennsylvania          Lawrence          1     1.00
Hostetler #9       Pennsylvania          Mercer            1     1.00
Kempf #2           Pennsylvania          Lawrence          1     1.00
Lapinski #4        Pennsylvania          Mercer            1     1.00
Maranuck #1        Pennsylvania          Mercer            1     1.00
Martin #1          Pennsylvania          Mercer            1     1.00
McFarland #5       Pennsylvania          Mercer            1     1.00
McFarland #9       Pennsylvania          Lawrence          1     1.00
Michaels Unit #3   Pennsylvania          Mercer            1     1.00
Minner #1          Pennsylvania          Mercer            1     1.00
North #4           Pennsylvania          Mercer            1     1.00
Paglia #2          Pennsylvania          Mercer            1     1.00
Shannon #4         Pennsylvania          Lawrence          1     1.00
Swaney Unit #1     Pennsylvania          Mercer            1     1.00
Swaney #3          Pennsylvania          Mercer            1     1.00
Thompson #7        Pennsylvania          Mercer            1     1.00
Wiese #1           Pennsylvania          Mercer            1     1.00
Wengerd #3         Pennsylvania          Mercer            1     0.50
Yoder #4           Pennsylvania          Mercer            1     1.00
Badger #2          Pennsylvania          Mercer            1     1.00
Hover Unit #4      Pennsylvania          Mercer            1     1.00
Marshall #4        Pennsylvania          Mercer            1     1.00
Muscarella #1      Pennsylvania          Lawrence          1     1.00
Patton #1          Pennsylvania          Mercer            1     1.00
Mast #6            Pennsylvania          Mercer            1     1.00
Fickes #1          Pennsylvania          Mercer            1     1.00
Jovenall #1        Pennsylvania          Mercer            1     1.00
Winters #1         Ohio                 Stark              1     0.50
City of Alliance #1Ohio                 Stark              1     0.50
Kemme E. Unit #1  Pennsylvania          Mercer             1     0.50
Mast #7           Pennsylvania          Lawrence           1     1.00
Hostetler #11     Pennsylvania          Mercer             1     1.00
McFarland #10     Pennsylvania          Lawrence           l     1.00
Dixon #4          Pennsylvania          Mercer             1     1.00
Sines #4          Pennsylvania          Mercer             1     0.50
Stallsmith #3     Pennsylvania          Mercer             1     1.00
Winner Unit #1    Pennsylvania          Mercer             1     1.00
Byler #60         Pennsylvania          Lawrence           1     1.00
Gall #1           Pennsylvania          Mercer             1     1.00
Johnston #4       Pennsylvania          Lawrence           1     1.00
Buchkowski #1     Pennsylvania          Lawrence           1     1.00
Strimbu #1        Ohio                  Trumbull           1     0.50
Thompson #11      Pennsylvania          Lawrence           1     1.00
Lee #2            Pennsylvania          Lawrence           1     1.00
Fulkman #1        Pennsylvania          Lawrence           1     1.00
Byler #55         Pennsylvania          Lawrence           1     0.50
Cypher Unit #1    Pennsylvania          Mercer             1     0.50
Hostetler #10     Pennsylvania          Mercer             1     0.50
Crawford #4       Pennsylvania          Mercer             1     0.50
Besselman #1      Pennsylvania          Mercer             1     0.50
Kempf #3          Pennsylvania          Lawrence           1     0.50
                                                          64    57.50

     The name of each well is the same as the name of the Prospect.  
The Partnership has begun selling production from 26 of the wells; 
however, revenues are not anticipated until the summer of 1999.  The 
remaining wells should go on-line shortly.  (See "Description of 
Business.")  Although there has been production as set forth above, no 
reserve estimate on such wells has been obtained from an independent 
petroleum engineer.
=====================================================================
PART II

ITEM 3.     LEGAL PROCEEDINGS
None.

====================================================================
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.

====================================================================
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS
     Market Information.    There is no established public trading 
market for the Investor General Partner interests or the Limited 
Partner interests and it is not anticipated that such a market will 
develop.  The Partnership interests may be transferred only in 
accordance with the provisions of Article 6 of the Partnership 
Agreement.  The principal restrictions on transferability are as 
follows:  (i) the consent of the Managing General Partner is required; 
and (ii) no transfer may be made which would result in materially 
adverse tax consequences to the Partnership or the violation of federal 
or state securities laws.

     An assignee may become a substituted Limited Partner or Investor 
General Partner only upon meeting certain further conditions, which 
include: (i) the assignor gives the assignee such right;  (ii) the 
Managing General Partner consents to such substitution, which consent 
shall be in the Managing General Partner's absolute discretion;  (iii)  
the assignee pays to the Partnership all costs and expenses incurred in 
connection with such substitution; and (iv) the assignee executes and 
delivers such instruments, in form and substance satisfactory to the 
Managing General Partner, necessary or desirable to effect such 
substitution and to confirm the agreement of the assignee to be bound 
by all terms and provisions of the Partnership Agreement.

     A substitute Limited Partner or Investor General Partner is 
entitled to all rights attributable to full ownership of the assigned 
Units, including the right to vote.
Holders.     As of December 31, 1998, there were 366 interest holders.
Dividends.   It is not anticipated that the Managing General Partner 
will distribute revenues from the sale of production until the summer 
of 1999.  Thereafter, 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.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
     For the next 12 months management believes that the Partnership 
has adequate capital in order to develop its wells.  The Partnership 
had sufficient capital resources from the closings to drill and develop 
approximately 57.5 net wells.  No other wells will be drilled and 
therefore no additional funds will be required.  The Partnership also 
anticipates that the payment of operation and maintenance costs will 
not begin until the Partnership wells begin 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.
     
     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.
     
     There are no expected purchases or sale of plant and significant 
equipment.  The Partnership has no employees and relies on Atlas for 
its management.  See Item 9.
================================================================

ITEM 7.     FINANCIAL STATEMENTS
The Partnership's Financial Statements for the last fiscal year, 
together with the opinion of the accountants 
          
Atlas-Energy for the Nineties - Public #7 Ltd.          
(A Pennsylvania Limited Partnership)          
          
BALANCE SHEET          
          
December 31, 1998          
 
          
ASSETS          
          
          
Interest receivable                                 29,592 
Oil and gas well drilling contracts and leases  14,042,536 
Organizational and syndication costs             1,798,253 
          
                                             $  15,870,381 
 
          
LIABILITIES AND PARTNERS' CAPITAL          
          
          
Partners' capital                             $  15,870,381 
          
----------------------------------------------------------------
Atlas-Energy for the Nineties - Public #7 Ltd. 
(A Pennsylvania Limited Partnership) 
                              
STATEMENT OF EARNINGS AND 
CHANGES IN PARTNERS' CAPITAL ACCOUNTS 
                              
From July 16, 1998 (date of formation) to 
December 31, 1998 
                              
                              
                                 MANAGING                    
                                 GENERAL    OTHER          
                                 PARTNER    PARTNERS      TOTAL REVENUE
                            
   Interest income                 -         29,592            29,592 
                              
          Net earnings             -        29,592              29,592 
 
PARTNERS' CAPITAL CONTRIBUTIONS 
                              
   Cash                             -    11,988,350          11,988,350 
   Organizational and 
syndication costs              1,798,253          -           1,798,253 
   Tangible costs              1,845,386          -           1,845,386 
   Leasehold costs               208,800          -             208,800 
                              
          PARTNERS' CAPITAL   
          AT END OF YEAR     $ 3,852,439 $12,017,942        $15,870,381 

Atlas-Energy for the Nineties - Public #7 Ltd.          
(A Pennsylvania Limited Partnership)          
          
STATEMENT OF CASH FLOWS          
          
From July 16, 1998 (date of formation) to December 31, 1998 
          
Cash flows from operating activities:          
          
   Interest income                                 $         29,592 
          
   Adjustments to reconcile net earnings to net cash provided by    
      operating activities:          
          Increase in interest receivable                   (29,592)
          
               Net cash provided by operating activities         - 
          
          
Cash flows used in investing activities:          
    Oil and gas well drilling contracts                 (11,988,350)
          
          
Cash flows from financing activities:          
   Partners' capital contributions                       11,988,350 
          
          CASH AT DECEMBER 31, 1998           $                   - 
          
          
          
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:          
   Assets contributed by Managing General Partner          
      Tangible costs                                  $    1,845,386 
      Organizational and syndication costs                 1,798,253 
      Lease costs                                            208,800 
          
                                                      $    3,852,439 
Atlas-Energy for the Nineties - Public #7 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENT

December 31, 1998



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


1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Atlas-Energy for the Nineties - Public #7 Ltd. (the 
"Partnership") is a Pennsylvania Limited Partnership that was 
formed on July 16, 1998.  Atlas Resources, Inc. ("Atlas") of 
Pittsburgh, Pennsylvania, serves as Managing General Partner 
and Operator, and the subscribers to Units will be either 
Limited Partners or Investor General Partners depending on 
their election.

The Partnership will be funded to drill Development Wells 
which are located primarily in the Mercer County area of 
Pennsylvania, although the Managing General Partner has 
reserved the right to use up to 15% of the Partnership 
Subscription to drill wells in other areas of the United 
States.

Subscriptions at a cost of $10,000 per unit will be sold 
through wholesalers and broker-dealers including Anthem 
Securities, Inc., an affiliated company, which will be 
compensated in an amount equal to 10% of the subscription 
plus a .5% accountable due diligence expense.  Commencement 
of Partnership operations is subject to the receipt of 
minimum Partnership subscriptions of $1,000,000 (to a maximum 
of $12,000,000) by December 31, 1998.  As of December 31, 
1998, there were 366 investors which contributed $11,988,350.

2. PROPOSED ACCOUNTING POLICIES

The 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.  Depreciation and 
depletion will be provided on a field-by-field basis using 
the unit-of-production method based on periodic estimates of 
oil and gas reserves.

The Partnership prepaid drilling costs of $11,988,350 
pursuant to the drilling and operating agreement.  All oil 
and gas development activities are scheduled to be drilled in 
the first quarter of 1999.  Recoverability of the cost of oil 
and gas properties is dependent upon the results of such 
development activities.

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



Atlas-Energy for the Nineties - Public #7 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENT - CONTINUED

December 31, 1998



2. PROPOSED ACCOUNTING POLICIES (CONTINUED)

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 these estimates.

In 1988, the AICPA issued Statement of Position 98-5, 
Reporting on the Costs of Start-Up Activities.  This 
statement requires costs of start-up activities and 
organization costs, as defined, to be  expensed as  incurred.   
The Partnership will be required to adopt the provisions of 
SOP 98-5 effective January 1, 1999 and as a result will 
write-off the unamortized organization and syndication costs 
as a charge to Partners' Capital.


3. FEDERAL INCOME TAXES

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


4. PARTICIPATION IN REVENUES AND COSTS

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



                                          ATLAS     OTHER PARTNERS
Organization and offering costs           100%           0%
Lease costs                               100%           0%
Revenues                                   31%          69%
Direct operating costs                     31%          69%
Intangible drilling costs                   0%         100%
Tangible costs                             51%          49%
Tax deductions:
 Intangible drilling and development costs  0%         100%
 Depreciation                              51%          49%
 Depletion allowances                      31%          69%





Atlas-Energy for the Nineties - Public #7 Ltd.
(A Pennsylvania Limited Partnership)

NOTES TO FINANCIAL STATEMENT - CONTINUED

December 31, 1998


5. TRANSACTIONS WITH ATLAS AND ITS AFFILIATES

The Partnership intends to enter into the following 
significant transactions with Atlas and its affiliates as 
provided under the Partnership agreement:

Drilling contracts to drill and complete Partnership 
wells at ananticipated cost of $39.15 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.

6. PURCHASE COMMITMENT

Subject to certain conditions, investor partners may present 
their interests beginning in 2003 for purchase by Atlas.  
Atlas is not obligated to purchase more than 5% 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 12.4% 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, 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.

8. INDEMNIFICATION

In order to limit the potential liability of the investor 
general partners, Atlas Resources, Inc. has 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

The supplementary information of natural gas and oil 
activities required by SFAS No. 69, Disclosures About Oil and Gas 
Producing Activities, has not been presented because the Partnership 
did not commence operations until 1999.
---------------------------------------------------------------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
ATLAS-ENERGY FOR THE NINETIES - PUBLIC #7 LTD.
A PENNSYLVANIA LIMITED PARTNERSHIP


We have audited the accompanying balance sheet of Atlas-Energy for 
The Nineties - Public #7 Ltd., A Pennsylvania Limited Partnership, 
as of December 31, 1998, and the related statements of earnings 
and changes in  partners'  capital and cash flows for the  period 
July 16, 1998 (date of formation) to December 31, 1998.  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 statement.  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 
presents fairly, in all material respects, the financial position 
of Atlas-Energy for The Nineties - Public #7 Ltd. as of December 
31, 1998 and the results of its operations and cash flows for the 
period July 16, 1998 (date of formation) to December 31, 1998,  in 
conformity with generally accepted accounting principles.




Cleveland, Ohio
March 1, 1999






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

ITEM 8.     CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 
DISCLOSURE
     In December 1998, the Partnership engaged Grant Thornton, L.L.P., 
as the independent certified public accountants to audit the 
Partnership's financial statements for the calendar year ended December 
31, 1998.  At that time, the Partnership chose not to renew the 
engagement of McLaughlin & Courson, who previously served as the 
Partnership's independent certified public accountants.  The decision 
to change accountants was approved by the Board of Directors of the 
Managing General Partner, Atlas.

     During the period since the formation of the Partnership on July 
16, 1998, and each subsequent interim period, there were no 
disagreements with the former accountants on any matter of accounting 
principles or practices, financial statement disclosure, or auditing 
scope or procedure, which disagreements, if not resolved to the 
satisfaction of the former accountants would have caused them to make 
reference in connection with their report to the subject matter of the 
disagreements.

     The report of the former principal accountants on the financial 
statements of the Partnership since its formation on July 16, 1998, 
contained no adverse opinion or disclaimer of opinion, nor was it 
qualified or modified as to uncertainty, audit scope, or accounting 
principles.
================================================================
PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES, 
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

     Because there are no equity securities registered pursuant to 
Section 12 of the Exchange Act there is no required compliance with 
Section 16(A) of the Exchange Act.

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

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

     AAI will continue the existing business of Atlas Group.  AAI will 
be headquartered in Atlas Group's existing suburban Pittsburgh offices. 

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

ORGANIZATIONAL DIAGRAM (1)

Resource America, Inc.____Atlas America, Inc.____AIC, 
Inc.______________Atlas Resources, Inc. (Managing General Partner, 
Driller and Operator in Pennsylvania)__Mercer Gas Gathering, Inc. (Gas 
Gathering Company)__Pennsylvania Industrial Energy, Inc. ("PIE") (Sells 
Gas to Pennsylvania Industry)__Atlas Energy Corporation (Managing 
General Partner of Exploratory Drilling Programs and Driller and 
Operator)__Transatco, Inc., which owns 50% of Topico (Operates Pipeline 
in Ohio) __Anthem Securities Inc. (Registered Broker-Dealer and Dealer-
Manager)__Atlas Energy Group, Inc. (Driller and Operator in 
Ohio)__Atlas Information Management, L.L.C. (Markets Information and 
Technology Services)_____ARD Investments, Inc.___AED Investments, 
Inc.__
     
Resource Energy, Inc., a subsidiary of Resource America, Inc., is also 
engaged in the oil and gas business.

     As a result of the merger there may, in the future, be a 
consolidation of the existing entities.  In addition, AAI has agreed to 
sell its gas marketing subsidiary, Atlas  Gas Marketing, Inc. to an 
Affiliate of First Energy (a company listed on the New York Stock 
Exchange).  The Managing General Partner anticipates that the 
Partnership's gas would be marketed by First Energy's Affiliate, 
Northeast Ohio Gas Marketing. 
Directors, Executive Officers and Significant Employees of Atlas.    
The executive officers, directors and significant employees of Atlas 
are as follows:

NAME                   AGE       POSITION OR OFFICE     

Charles T. Koval       65     Chairman of the Board and a Director

James R. O'Mara        55     President, Chief Executive Officer and a 
Director

Bruce M. Wolf          50     General Counsel, Secretary and a Director

Donald P. Wagner       56     Vice President-Drilling and Completion 

Frank P. Carolas       38     Vice President of Geology

Tony C. Banks          43     Senior Vice President of Finance and 
Chief Financial Officer

Michael L. Staines     49     Senior Vice President and Chief Operating         
                              Officer 

Jacqueline B. Poloka   47     Controller

Eric D. Koval          33     President of Anthem Securities, Inc.

Jeffrey C. Simmons     39     Vice President of Production


Charles T. Koval.  Chairman of the Board and a director.  He co-founded 
Atlas Energy.  Mr. Koval is serving and has served as a director of 
Imperial Harbors since 1980.

James R. O'Mara.  President, chief executive officer and a director.  
Mr. O'Mara joined Atlas Energy in 1975.  He is the President of Mercer 
Gas Gathering, Inc. and AAI.

Bruce M. Wolf.   General Counsel, Secretary and a director.  Mr. Wolf 
joined Atlas Energy in January, 1980. Mr. Wolf is the President of 
Atlas Gas Marketing, Inc., AIC, Inc., ARD Investments, Inc. and AED 
Investments, Inc.

Donald P. Wagner.  Vice President-Drilling and Completion.  Mr. Wagner 
joined Atlas Energy in 1979.
Frank P. Carolas.  Vice President of Geology.  Mr. Carolas joined Atlas 
Energy in 1981.

Tony C. Banks.  Senior Vice President of Finance and Chief Financial 
Officer.  Mr. Banks joined Atlas Group in 1995. Prior to Mr. Banks 
joining Atlas he had been with affiliates of Consolidated Natural Gas 
Company ("CNG") since 1974.  Mr. Banks started as an accounting clerk 
with CNG's parent company in 1974 and progressed through various 
positions with CNG's Appalachian producer, northeast gas marketer and 
southwest producer to his last position as Treasurer of CNG's national 
energy marketing subsidiary.

Michael L. Staines.  Senior Vice President and Chief Operating Officer.  
Senior Vice President and Secretary of RAI since 1989 and President, 
Chief Executive Officer and director of Resource Energy, Inc. 
("Resource Energy") (a wholly owned subsidiary of RAI) since 1997.

Jacqueline B. Poloka.  Controller.  Ms. Poloka joined Atlas Energy in 
1980.  

Eric D. Koval.  President of Anthem Securities, Inc.  Mr. Koval joined 
Atlas in 1993 as a production engineer specializing in acquisitions and 
dispositions. He subsequently moved into the investor relations 
department in 1994.  Mr. Koval is a registered broker-dealer principal, 
and is the son of Charles Koval.

Jeffrey C.  Simmons.  Vice President of Production.   Executive Vice 
President, Chief Operating Officer and director of Resource Energy 
since 1997.  From 1994 to 1997, he was Vice President - Exploration of 
RAI and, from 1988 to 1994, he was Director of Well Services of RAI.

ITEM 10.     EXECUTIVE COMPENSATION
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 the calendar  year ended 
December 31, 1998, to the five 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 Individual (3)_
     Capacities in which served 
           Cash Compensation (Compensation pursuant to Plans          . 
 .                      Aggregate of contingent forms of remuneration__

James R. O'Mara_
President, Chief Executive Officer and a Director_$307,450_   $21,457_-

Charles T. Koval_
Chairman of the Board and  a Director_           $298,000_   $5,000_-__

Bruce M. Wolf_
General Counsel, Secretary and a Director         _$234,170_   $15,626_
-__
Donald P. Wagner_
Vice President of Operations_                      $147,560_   $14,059_
-__
Tony C. Banks_
Vice President and Chief Financial Officer_          $143,034   $12,269
-__
Executive Officers as a Group (8 persons) 


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

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

As of December 31, 1998, the Partnership had issued and outstanding  
366 Units.   No officer or director of Atlas owns any Units, and no 
partner beneficially owns more than 10% of the outstanding Units of the 
Partnership. 

     RAI owns 100% of the common stock of AAI, which owns 100% of the 
common stock of AIC, Inc., which owns 100% of the common stock of the 
Managing General Partner.  See above regarding the stock options in RAI 
to the executive officers.
=================================================================
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Oil and Gas Revenues. 
       The Managing General Partner will be 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, 51% of 
tangible costs and contributing all leases to the Partnership.

Leases. 
        The Managing General Partner contributed (at the lower of fair 
market value or the Managing General Partner's cost of such prospects) 
60 undeveloped prospects to the Partnership to drill approximately 55.5 
net wells.  Atlas received a credit in the amount of $ 199,800 for 
these prospects.

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 Atlas will receive $50,850 for the 
Partnership's first 12 months of operations.
Direct Costs.  The Managing General Partner and its affiliates will be 
reimbursed for all direct costs expended on behalf of the Partnership.  

Drilling Contracts.
       On December 01, 1998, the Partnership entered into a drilling 
contract with Atlas to drill and complete 12 net wells which was 
amended on December 31, 1998, to drill and complete an additional 52 
wells.  The Partnership paid Atlas for drilling and completing the 
Partnership wells an amount equal to $39.15 per foot to the depth of 
the well at its deepest penetration, which was 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 
$11,988,350.

Per Well Charges. 
      As the wells commence production Atlas, as operator, will be 
reimbursed at actual cost for all direct expenses incurred on behalf of 
the Partnership and will receive 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 Atlas will receive $183,150 for the 
Partnership's first 12 months of operations.  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.

Dealer-Manager Fees.
      The Dealer Manager, Anthem Securities, received a 2.5% dealer-
manager fee, a 7.5% sales commission and a .5% reimbursment of the 
Selling Agent's accountable due diligence fees in the amount of 
$948,250.  Of this amount the Dealer-Manager reallowed $948,250 to the 
Selling Agents.  The Dealer-Manager will receive no further 
compensation.

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.
================================================================
ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

The registrant filed one report  on  Form 8-K during the last 
quarter of the period covered by this report.  In December 1998, the 
Partnership engaged Grant Thornton, L.L.P., as the independent 
certified public accountants to audit the Partnership's financial 
statements for the calendar year ended December 31, 1998.  At that 
time, the Partnership chose not to renew the engagement of McLaughlin & 
Courson, who previously served as the Partnership's independent 
certified public accountants.  The decision to change accountants was 
aproved by the Board of Directors of the Managing General Partner, 
Atlas.

16, 1998, and each subsequent interim period, there were no 
disagreements with the former accountants on any matter of accounting 
principles or practices, financial statement disclosure, or auditing 
scope or procedure, which disagreements, if not resolved to the 
satisfaction of the former accountants would have caused them to make 
reference in connection with their report to the subject matter of the 
disagreements.

The reports of the former principal accountants on the financial 
statements of the Partnership since its formation on July 16, 1998, 
contained no adverse opinion or disclaimer of opinion, nor were they 
qualified or modified as to uncertainity, audit scope or accounting 
principles.
================================================================

                                EXHIBIS

4(a)_Certificate of Limited Partnership for 
Atlas-Energy for the Nineties-Public #7 Ltd.
---------------------------------------------------------------------


Microfilm Number 9853-1270   
Filed with the Department of State on July 16 1998

Entity Number 2826977     Secretary of the Commonwealth

CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. 8511 
(relating to certificate of limited partnership), the 
undersigned, desiring to form a limited partnership, 
hereby certifies that:

1. The name of the limited partnership is: Atlas - 
Energy for the Nineties - Public #7 Ltd.

2. The (a) address of this limited partnership's 
initial registered office in this Commonwealth or 
(b) name of its commercial registered office 
provider and the county of venue is: (a) 311 
Rouser Road Moon Township PA  15108  Allegheny (b) 
N/A

3. The name and business address of each general 
partner of the partnership is:

Atlas Resources, Inc                                  
311 Rouser Road Moon Township, Pennsylvania  15108

4. (Check, and if appropriate complete, one of the 
following):

X  The formation of the limited partnership shall be 
effective upon filing this Certificate of Limited 
Partnership in the Department of State.

The formation of the limited partnership shall be 
effective on-------.

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


4(b)_Amended and Restated Certificate and Agreement
of Limited Partnership for Atlas-Energy for the
Nineties-Public #7 Ltd. dated December 31, 1998
Microfilm Number 9888-1342  
Filed with the Department of State on 12-03-98
Entity Number 2826977

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)

     In compliance with the requirements of 15 Pa.C.S. Section 8512 
(relating to certificate of amendment), the undersigned limited 
partnership, desiring to amend its Certificate of Limited Partnership, 
hereby certifies that:

1. The name of the limited partnership is:   ATLAS-ENERGY FOR THE 
NINETIES-PUBLIC #7 LTD.

2. The date of filing of the original Certificate of Limited Partnership 
is:       JULY  16.  1998

3. (Check, and if appropriate complete, one of the following):

_____ The amendment adopted by the limited partnership, set forth in 
full, is as follows:

__X__ The amendment adopted by the limited partnership is set forth in 
full in Exhibit A attached hereto and made a part hereof.

4. (Check, and if appropriate complete, one of the following):

__X__ The amendment shall be effective upon filing this Certificate of 
Amendment in the Department of State.

_____ The amendment shall be effective on: ________________________ at 
__________________________
                                   Date                         Hour

5. (Check if the amendment restates the Certificate of Limited 
Partnership):

_____ The restated Certificate of Limited Partnership supersedes the 
original Certificate of Limited Partnership and all amendments 
thereto.

     IN TESTIMONY WHEREOF, the undersigned limited partnership has 
caused this Certificate of Amendment to be executed this 1 day of  
DECEMBER, 1998

                              ATLAS-ENERGY FOR THE NINETIES-PUBLIC #7 
LTD.
                                   By:       Atlas Resources, Inc.
                                        Managing General Partner
                                   
                                        (Name of Partnership

                                   By:  
                                                  (Signature)   J. R. 
O'Mara
                                   Title:     President and CEO
----------------------------------------------------------------
 4(c)_Amended and Restated Certificate and Agreement
of Limited Partnership for Atlas-Energy for the
Nineties-Public #7 Ltd. dated January 28, 1999
Microfilm Number _____________       
Filed with the Department of State on 2-11-99
Entity Number 2826977_

CERTIFICATE OF AMENDMENT-LIMITED PARTNERSHIP
DSCB:15-8512 (Rev 90)

     In compliance with the requirements of 15 Pa.C.S. Section 8512 
(relating to certificate of amendment), the undersigned limited 
partnership, desiring to amend its Certificate of Limited Partnership, 
hereby certifies that:

6. The name of the limited partnership is:   ATLAS-ENERGY FOR THE 
NINETIES-PUBLIC #7 LTD.

7. The date of filing of the original Certificate of Limited Partnership 
is:       JULY  16.  1998

8. (Check, and if appropriate complete, one of the following):

_____ The amendment adopted by the limited partnership, set forth in 
full, is as follows:

__X__ The amendment adopted by the limited partnership is set forth in 
full in Exhibit A attached hereto and made a part hereof.

9. (Check, and if appropriate complete, one of the following):

__X__ The amendment shall be effective upon filing this Certificate of 
Amendment in the Department of State.

_____ The amendment shall be effective on: ________________________ at 
__________________________
                                   Date                         Hour

10. (Check if the amendment restates the Certificate of Limited 
Partnership):

_____ The restated Certificate of Limited Partnership supersedes the 
original Certificate of Limited Partnership and all amendments 
thereto.

     IN TESTIMONY WHEREOF, the undersigned limited partnership has 
caused this Certificate of Amendment to be executed this 28 day of  
January 1999

                              ATLAS-ENERGY FOR THE NINETIES-PUBLIC #7 
LTD.
                                   By:       Atlas Resources, Inc.
                                        Managing General Partner
                                   
______________________________________________
                                        (Name of Partnership

                                   By:  
___________________________________________
                                                  (Signature)   J. R. 
O'Mara
                                   Title:     President and CEO
----------------------------------------------------------------
=================================================================
10(a)_Drilling and Operating Agreement with exhibits

DRILLING AND OPERATING AGREEMENT
           ATLAS-ENERGY FOR THE NINETIES-PUBLIC #7 LTD.

(THIS DRILLING AND OPERATING AGREEMENT WILL BE APPROPRIATELY 
MODIFIED FOR OTHER AREAS OF THE UNITED STATES.)

---------------------------------------------------------------------
<PAGE>
     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                                                    4

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

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                                           8

9.     Successors and Assigns; Transfers; Appointment of Agent   8

10.     Insurance; Operator's Liability                          9

11.     Internal Revenue Code Election, Relationship of Parties; Right 
to Take Production in Kind                                       9

12.     Force Majeure                                           10

13.     Term                                                    10

14.     Governing Law and Invalidity                            10

15.     Integration                                             11

16.     Waiver of Default or Breach                             11

17.     Notices                                                 11

18.     Interpretation                                          12

19.     Counterparts                                            12

Signature Page                                                  12

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

-------------------------------------------------------------   
<PAGE>1
  
                DRILLING AND OPERATING AGREEMENT

THIS AGREEMENT made this 1 day of December 1998, by and 
between ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter 
referred to as "Atlas" or "Operator"),

                                 and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #7 LTD., a Pennsylvania limited 
partnership, (hereinafter referred to as the "Developer").

                       WITNESSETH THAT:

WHEREAS, the Operator , 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 38 initial 
well locations identified on the maps attached hereto as Exhibits A-l 
through 1-38_ (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 
38 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, the 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)     The Operator 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 A38 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, the Operator represents and warrants to 
the Developer that the Operator is the lawful owner of said Lease and 
rights and interest thereunder and of the personal property thereon or 
used in connection therewith; that the Operator 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 the Operator 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. The 
Managing General Partner 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, the Managing General 
Partner 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.
----------------------------------------------------------------------
<PAGE> 2

(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 38 natural gas 
wells on the 38 Initial Well Locations in accordance 
with the terms and conditions of this Agreement.  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 
 38 initial 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 38 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 38 initial 
wells for which payment is made pursuant to Section 4(b) of this 
Agreement, on or before March 31, 1999. Subject to the foregoing time 
limits, Operator shall determine the timing of and the order of the 
drilling of said 38 Initial Well Locations.

(c)     The 38 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.  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. 
----------------------------------------------------------------------
<PAGE>3

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: 

make the necessary arrangements for the drilling and completion of 
wells and the installation of the necessary gas gathering line systems 
and connection facilities; 
make the technical decisions required in drilling, testing, completing 
and operating such wells; 
manage and conduct all field operations in connection with the 
drilling, testing, completing, equipping, operating and producing of 
the wells;
maintain all wells, equipment, gathering lines and facilities in good 
working order during the useful life thereof; and 
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:

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; 
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; 
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; 
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;
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; 
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 
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: 

the termination of this Agreement pursuant to Section 13 hereof; 
----------------------------------------------------------------
<PAGE> 4

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 
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 $39.15 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.  Such footage price shall not include the cost of:

completing more than two (2) zones; 

 completion procedures, equipment, or any facilities necessary or 
appropriate for the production and sale of oil and/or 
natural gas liquids; and 

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:

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 

Operator's standard charges for services performed directly by it.

(b)     In order to enable Operator to commence site preparation for 
________________ 38 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 
 38 initial wells upon execution of this 
Agreement.  The 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 the share of such payments of the 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.  The payment shall be nonrefundable in all 
events, however, the 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 the share of such payments of the Managing 
General Partner of the Developer shall be paid within five (5) business 
days of notice from Operator that such costs have been incurred. 
------------------------------------------------------------------
<PAGE> 5

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 the Operator 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 the Operator 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.  This fee shall be 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. 
 The operating fees shall not cover costs and expenses 
related to the: 
-----------------------------------------------------------------
<PAGE> 6

production and sale of oil; 

collection and disposal of salt water or other liquids produced by the 
wells;

rebuilding of access roads; and 

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, 2000. 
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, 1997, 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. 
 In addition, Operator shall not plug and abandon any such well prior 
to obtaining the written consent of the Developer.  However, if the 
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. 
---------------------------------------------------------------------
<PAGE> 7

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.  Operator 
shall also 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. Operator, however, 
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.  The invoice shall 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 quarterly basis, 
the Developer's share of the proceeds received from the sale of oil 
and/or gas sold from the wells operated hereunder, less:

the amounts charged to the Developer under sub-section (a) hereof; and 
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: 

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; 
the total proceeds received from any sale thereof, and the Developer's 
share thereof; 

the costs and expenses deducted from said proceeds and/or being billed 
to the Developer pursuant to sub-section (a) above; 

the amount withheld for future plugging costs; and 

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.  This 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:
----------------------------------------------------------------------
<PAGE> 8

to allocate any extra costs incurred with respect to such well between 
tangible and intangible; and 
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:

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 
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:

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;  
\
any lien, assignment, security interest, pledge or mortgage arising 
under or pursuant to Operator's present or future financing 
arrangements, or 

the liquidation, merger, consolidation or sale of substantially all of 
the assets of Operator or other corporate reorganization.

Further, 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:

the entire interest of the Developer in all wells, production, 
equipment and leasehold interests subject hereto; or 

an equal undivided interest in all such wells, production, equipment, 
and leasehold interests.
---------------------------------------------------------------------
<PAGE> 9

(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:

expressly subject to this Agreement;

without prejudice to the rights of the other party; and 

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:

name the Developer as an additional insured party; and 

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.

Provided, that the Developer shall reimburse Operator for the 
additional cost, if any, of including it as an additional insured party 
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:

the noncompliance with or violation by Operator, its employees, agents, 
or subcontractors of any local, state or federal law, statute, 
regulation, or ordinance; 

the negligence or misconduct of Operator, its employees, agents or 
subcontractors; or 
-------------------------------------------------------------------
<PAGE> 10

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.
-------------------------------------------------------------------
<PAGE> 12

(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.  Except as provided in sub-section (c) of Section 3, 
the Agreement 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 the Operator, to:

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

(ii)     If to Developer, to:

Atlas-Energy for the Nineties-Public #7 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.
------------------------------------------------------------------
<PAGE> 12

18.     Interpretation.

     Whenever this Agreement makes reference to "this Agreement" or to 
any provision "hereof," or words to similar effect, the 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                         ATLAS RESOURCES, INC.

------------------------       By /s/ J/R. O'Mara
Secretary                         President
[Corporate Seal]


                           ATLAS-ENERGY FOR NINETIES-PUBLIC #7 LTD.

Attest                          By its Managing General Partner:

------------------------        ATLAS RESOURCES, INC.
Secretary
[Corporate Seal]                By /s/ J.R. O'Mara
                                   President

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


            DESCRIPTION OF LEASES AND INITIAL WELL LOCATIONS

           [To be completed as information becomes available]



1.     WELL LOCATION

(a)     Oil and Gas Lease from ______________________________________ 
dated _____________________ and recorded in Deed Book Volume 
__________, Page __________ in the Recorder's Office of County, 
____________, covering approximately _________ acres in 
____________________________ Township, ___________________ County, 
__________________________.

(b)     The portion of the leasehold estate constituting the 
____________________________________________ No. __________  Well 
Location is described on the map attached hereto as Exhibit A-l.

(c)     Title Opinion of _________________________________, 
____________________________________, 
________________________________________, 
________________________________________, dated ___________________, 
19_____.

(d)     The Developer's interest in the leasehold estate constituting 
this Well Location is an undivided           % Working Interest to 
those oil and gas rights from the surface to the bottom of the 
Medina/Whirlpool Formation, subject to the landowner's royalty interest 
and Overriding Royalty Interests.


                               Exhibit A
                                (Page 1)
--------------------------------------------------------------------
                                EXHIBIT B

WELL NAME,                TWP.
     COUNTY, STATE
ASSIGNMENT OF OIL AND GAS LEASE

STATE OF ________________                              

COUNTY OF ______________

KNOW ALL MEN BY THESE PRESENTS:

     THAT the undersigned 
___________________________________________________________            
          (hereinafter called Assignor), for and in consideration of 
One Dollar and other valuable consideration ($1.00 ovc), the receipt 
whereof is hereby acknowledged, does hereby sell, assign, transfer and 
set over unto 
_______________________________________________________________________
_____________________
(hereinafter called Assignee), an undivided ___________________________ 
in, and to, the oil and gas lease described as follows:




together with the rights incident thereto and the personal property 
thereto, appurtenant thereto, or used, or obtained, in connection 
therewith.

     And for the same consideration, the assignor covenants with the 
said assignee his or its heirs, successors, or assigns that assignor is 
the lawful owner of said lease and rights and interest thereunder and 
of the personal property thereon or used in connection therewith; that 
the undersigned 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.

     In Witness Whereof, The undersigned owner ____ and assignor ____ 
ha____ signed and sealed this instrument the ______ day of 
_______________, 19____.

Signed and acknowledged in presence of                
___________________________________

_________________________________               
___________________________________

_________________________________               
___________________________________

ACKNOWLEDGEMENT BY INDIVIDUAL

STATE OF ___________________
                         BEFORE ME, A NOTARY PUBLIC, IN AND FOR SAID
COUNTY OF _________________

     County and State, on this day personally appeared 
_________________________________who acknowledged to me that ___he___ 
did sign the foregoing instrument and that the same is ___________ free 
act and deed.

     In testimony whereof, I have hereunto set my hand and official 
seal, at __________________, this _____ day of _____________, A.D., 
19____.

                              ___________________________________
                              Notary Public




CORPORATION ACKNOWLEDGEMENT

STATE OF ___________________
                         BEFORE ME, A NOTARY PUBLIC, IN AND FOR SAID
COUNTY OF _________________

     County and State, on this day personally appeared 
___________________________________ known to me to be the person and 
officer whose name is subscribed to the foregoing instrument and 
acknowledged that the same was the act of the said 
___________________________________________, a corporation, and that he 
executed the same as the act of such corporation for the purposes and 
consideration therein expressed, and in the capacity therein stated.

     In testimony whereof, I have herewith set my hand and official 
seal at __________________, this ______ day of ____________, A.D., 
19____.

                              
__________________________________________
                              Notary Public



This instrument prepared by:

Atlas Resources, Inc.
311 Rouser Road
P.O. Box 611
Moon Township, PA 15108

-------------------------------------------------------------
<PAGE> c-1
                                EXHIBIT C     
ADDENDUM NO. __________
     TO DRILLING AND OPERATING AGREEMENT
     DATED ___________________ , 1998

THIS ADDENDUM NO. __________ made and entered into this 31 day of 
December 1998, by and between ATLAS RESOURCES, INC., a 
Pennsylvania corporation (hereinafter referred to as "Operator"),

     and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #7 LTD., a Pennsylvania limited 
partnership, (hereinafter referred to as the Developer).

     WITNESSETH THAT:

WHEREAS, Operator and the Developer have entered into a Drilling and 
Operating Agreement dated December 1 1998, (the "Agreement"), 
which Agreement relates to the drilling and operating of 
38 natural gas wells on the  38 
Initial Well Locations in Mercer County, Pennsylvania, 
identified on the maps attached as Exhibits A-l through A38 to 
said Agreement, and provides for the development upon the terms and 
conditions therein set forth of such Additional Well Locations as the 
parties may from time to time designate; and

WHEREAS, pursuant to Section l(c) of said Agreement, Operator and 
Developer presently desire to designate 26  Additional 
Well Locations hereinafter described to be developed in accordance with 
the terms and conditions of said Agreement.

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

1.     Pursuant to Section l(c) of the aforesaid Agreement, the 
Developer hereby authorizes Operator to drill, complete (or plug) and 
operate, upon the terms and conditions set forth in said Agreement and 
this Addendum No1 26 additional natural gas 
wells on the 26 Additional Well Locations described on 
Exhibit A hereto and on the maps attached hereto as Exhibits A26 
through A26

2.     Operator, as Developer's independent contractor, agrees to 
drill, complete (or plug) and operate said additional natural gas wells 
on said Additional Well Locations in accordance with the terms and 
conditions of said Agreement and further agrees to use its best efforts 
to commence drilling the first such additional well within thirty (30) 
days after the date hereof and to commence drilling all said 
26 additional wells on or before March 31, 1999.

3.     Developer hereby acknowledges that Operator has furnished 
Developer with the title opinions identified on Exhibit A hereto, and 
such other documents and information which Developer or its counsel has 
requested in order to determine the adequacy of the title to the 
aforesaid Additional Well Locations. The Developer hereby accepts the 
title to the aforesaid Additional Well Locations and leased premises in 
accordance with the provisions of Section 5 of the Agreement.

4.     The drilling and operation of said 26 additional 
natural gas wells on the aforesaid 26 Additional Well 
Locations shall be in accordance with and subject to the terms and 
conditions set forth in the aforesaid Agreement as supplemented by this 
Addendum No. 26 and except as previously supplemented, all 
terms and conditions of the aforesaid Agreement shall remain in full 
force and effect as originally written.

5.     This Addendum No. 1 shall be legally binding upon, and 
shall inure to the benefit of, the parties hereto and their respective 
heirs, personal representatives, successors and assigns.

                                Exhibit C
                                 (Page 1)
----------------------------------------------------------------------
<PAGE> c2


WITNESS the due execution hereof on the day and year first above 
written.

Attest:                                       ATLAS RESOURCES, INC.


/s/B.M. Wolfs                                By s/s J.R. O'Mara
Secretary                                       President
[Corporate Seal]




                         ATLAS ENERGY FOR THE NINETIES-PUBLIC #7 LTD.

                         By its Managing General Partner:

                         ATLAS RESOURCES, INC.

Attest:

____/s/B.M. Wolf_____________By J.R. O'Mara
Secretary                    President
[Corporate Seal]

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



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

23(a)_Consent of Grant Thornton, L.L.P.

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

412/261-0630
FAX 412/261-3582


CONSENT OF INDEPENDENT AUDITOR

ATLAS-ENERGY FOR THE NINETIES-PUBLIC 7 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 #7 Ltd., a Pennsylvania 
Limited Partnership as of December 31, 1997, and the related statements 
of income, changes in partners, capital accounts and cash flows for the 
year then ended, in the U.S. Securities and Exchange Commission Form 
10-KSB for the year ended December 31, 1998 and any amendments thereto 
for Atlas-Energy for the Nineties-Public #7 Ltd.

/s/McLaughlin & Courson
Certified Public Accountants


April 9, 1999
Pittsburgh, Pennsylvania



================================================================
     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 #7 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 15, 1999


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


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


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


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


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


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

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