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, 1997

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

                    Commission file number  333-31681

               Atlas-Energy for the Nineties-Public #6 Ltd.
             (Name of small business issuer in its charter)

               Pennsylvania                          23-2888337

       (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     [ X ]        No _____     


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

ITEM 1.     DESCRIPTION OF BUSINESS

Atlas-Energy for the Nineties-Public #6 Ltd. (the "Partnership") was 
formed under the Pennsylvania Revised Uniform Limited Partnership Act 
on July 1, 1997, with Atlas Resources, Inc. ("Atlas") as Managing 
General Partner.  The Partnership offered a maximum of 1,000 Units.  
The Partnership had its initial closing on December 1, 1997, and was 
funded with total subscriptions of 199.52 Units $1,994,350 excluding 
the dealer-manager fee, sales commissions and accountable due diligence 
expenses of $208,290 paid to the Dealer-Manager and registered broker-
dealers) from 88 investors thus reaching its required minimum Capital 
Contribution of $1,000,000.  The Partnership had its final closing on 
December 31, 1997, and was funded with total subscriptions of 991.615 
Units $9,901,025 excluding the dealer-manager fee, sales commissions 
and the accountable due diligence expenses of $1,024,745 paid to the 
Dealer-Manager and registered broker-dealers) from 393 investors.

6 investors subscribed for 16 Units $ 160,000 as Limited Partners and 
the remaining 387 investors subscribed for 975.615 Units $9,741,025 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 $ 1,968,637 
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 $1,485,154.  In addition, the Managing 
General Partner contributed 43.45 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 
$156,420.  Finally, under the Partnership Agreement the Managing 
General Partner paid 14% $327,053 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 1, 1997, 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, 1997, in an amount equal to 
$7,918,110, in order to claim a 1997 deduction for intangible drilling 
and development costs of wells to be drilled in 1998.  The drilling and 
operating agreement provided that a total of 44.45development wells 
would be drilled to the Clinton/Medina geological formation in Mercer, 
and Lawrence Counties, Pennsylvania.  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 $37.39 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.

For the next twelve 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 44.5 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.

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 November, 1993, of the North American Free Trade Agreement 
will have some impact on the American gas industry by eliminating trade 
and investment barriers in the United States, Canada and Mexico.  In 
the past the reduced demand for natural gas and/or an excess supply of 
gas has resulted in  a lower price paid for the gas.  It has also 
resulted in  some purchasers curtailing or restricting their purchases 
of natural gas; renegotiating existing contracts to reduce both take-
or-pay levels and the price paid for delivered gas; and other 
difficulties in the marketing of production.

The Clean Air Act Amendments of 1990 contain incentives for the future 
development of "clean alternative fuel," which includes natural gas and 
liquefied petroleum gas for "clean-fuel vehicles".  The Partnership 
believes the amendments ultimately will have a beneficial effect on 
natural gas markets and prices.

The Managing General Partner is responsible for selling the 
Partnership's gas and oil production.  Atlas' policy is to treat all 
wells in a given geographic area equally.  This reduces certain 
potential conflicts of interest among the owners of the various wells, 
including the Partnership, concerning to whom and at what price the gas 
will be sold.  Atlas calculates a weighted average selling price for 
all the gas sold in the geographic area, such as the Mercer County 
area.  To arrive at the average weighted selling price the money 
received from the sale of all the gas sold to its customers in a 
geographic area is divided by the volume of all gas sold from the wells 
in the area.  

During 1997 Atlas received an average selling price of $2.29 per MCF 
for gas sold in the Mercer County area after deducting all expenses, 
including transportation expenses.  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 100 customers.  
Atlas is currently delivering an average 27,000 MCF of natural gas per 
day from the Mercer County area to all the aforementioned markets and 
has the capacity of delivering 33,000 MCF per day from the Mercer 
County area. Atlas anticipates that Wheatland Tube Company and Carbide 
Graphite each will purchase approximately 10% to 15% of the 
Partnership's gas production in 1998 pursuant to gas contracts between 
them and an affiliate of Atlas, and it is possible that other 
purchasers of the Partnership's gas production may account for 10% of 
the Partnership's gas sales revenues in 1998.  See "Financial 
Statements".

In order to optimize the price it receives for the sale of natural gas, 
Atlas markets portions of the gas through long term contracts, short 
term contracts, and monthly spot sales.  The marketing of natural gas 
production has been influenced by the availability of certain financial 
instruments, such as gas futures contracts, options and swaps which, 
when properly utilized as hedge instruments, provide producers or 
consumers of gas with the ability to lock in the price which will 
ultimately be paid for the future deliveries of gas.  Atlas is 
utilizing financial instruments to hedge the price risk of a portion of 
all of its programs' gas production which 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 composed of the 
President, General Counsel, Chief Financial Officer (chairperson) and 
Director of Marketing, whose responsibility will be to ascertain that 
all financial trading is done in compliance with hedging policies and 
procedures.  Atlas does not intend to contract for positions that it 
cannot offset with actual production.

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 
the Mercer County area to Quaker State Oil Refining Company ("Quaker 
State") in spot sales.  Atlas was receiving approximately $17.00 per 
barrel in December, 1997, from  Quaker State for oil produced in the 
Mercer County area.  Over the past eight years, the price of oil has 
declined from approximately $38 to as low as $10 per barrel.  There can 
be no assurance as to the price of oil during the term of the 
Partnership and the actions of OPEC increase the volatility of the 
price of oil.

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 acquiring  suitable 
properties for development and the marketing of natural gas and oil.  
With respect to the marketing of the Partnership's gas and oil the 
Partnership should, through the use of Atlas' distribution system  
and Atlas' experienced marketing staff, be able to sell the 
Partnership's gas, although there can be no assurance of the price 
to be received by the Partnership for the gas.

The Partnership has not and will not devote any funds to research and 
development activities.  There are no new products or services and the 
Partnership does not have any patents, trademarks, licenses, 
franchises, concessions, royalty agreements or labor contracts.
Oil and gas operations are regulated in Pennsylvania by the Department 
of Environmental Resources, Division of Oil and Gas  which imposes a 
comprehensive statutory and regulatory scheme with respect to oil and 
gas operations.   Among other things, the regulations involve:  (i) new 
well permit and well registration requirements, procedures and fees;  
(ii) minimum well spacing requirements;  (iii) restrictions on well 
locations and underground gas storage;  (iv) certain well site 
restoration, groundwater  protection and safety measures;  (v) 
landowner notification requirements;  (vi) certain bonding or other 
security measures; (vii) various reporting requirements;  (viii) well 
plugging standards and procedures; and  (ix) broad enforcement powers.  
Generally, the regulatory agency in the state where a producing natural 
gas well is located supervises production activities and the 
transportation of natural gas sold intrastate.  Atlas does not expect 
that these regulations will have a material adverse impact upon the 
operations of the Partnership.  The Partnership believes it has 
complied in all material respects with applicable state regulations and 
will continue to do so.

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

Although the transportation and sale of gas in interstate commerce 
remains heavily regulated, FERC has sought to promote greater 
competition in natural gas markets by encouraging open access 
transportation by interstate pipelines, with the goal of expanding 
opportunities for producers to contract directly with local 
distribution companies and end-users.  For example, FERC Order 500 
requires interstate pipelines that transport gas for others to provide 
transportation service to producers, distributors, and all other 
shippers of natural gas on a non-discriminatory, "first-come, first-
served" basis so that producers and other shippers can sell natural gas 
directly to end-users.  FERC Order 636, which became effective May 18, 
1992, requires gas pipeline companies to, among other things,  separate 
their sales services from their transportation services; and provide an 
open access transportation service that is comparable in quality for 
all gas suppliers.  The premise behind FERC Order 636 was that the gas 
pipeline companies had an unfair advantage over other gas suppliers 
because they could bundle their sales and transportation services 
together.  FERC Order 636 is designed to create a regulatory 
environment in which no gas seller has a competitive advantage over 
another gas seller because it also provides transportation services.  
It is difficult to assess the effect of the order on the Partnership.

The price of oil is not regulated and is subject only to supply, 
demand, competitive factors, the gravity of the crude oil, sulfur 
content differentials and other factors.  The Partnership expects to 
sell only small quantities of oil, if any.

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

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

ITEM 2.     PROPERTIES

The Partnership's first closing was December 1, 1997, and 35 prospects 
were designated by the Managing General Partner on that date.  The 
final closing was December 31, 1997, and an additional 20 prospects 
were designated by the Managing General Partner on that date.  The 
following 13 prospects which were originally designated by Atlas to be 
drilled by the Partnership [  List "A" ] were deleted by the Managing 
General Partner based on the drilling results of wells which were 
subsequently drilled in the area of these prospects.  The replacement 
prospects are as follows:  [  List "B" ].  The Partnership will not 
acquire any additional prospects.  

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 34 wells and 
expects to own approximately 50% of the working interest in 20 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
Drilling Activity.   The following table sets forth the results from 
July 1, 1997, (date of formation) to March 31, 1998, of the 
Partnership's drilling activities.  All wells have been spudded, and no 
dry holes have been drilled.
                          Development Wells                          
                            Gross                        Net 
               Productive   Dry   Total     Productive      Dry     Total
Period Ended
March 31, 1998    55         0      55          44.45        0       44.45     


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, 8 of the wells were capable of production but not yet on-
line, and 21 of the wells were spudded and were in the process of being 
drilled and completed.  

Productive Wells.   The following table  ( List "C") summarizes the 
Partnership's total gross and net interest in productive natural gas 
wells at March 31, 1998.


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 1998.  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.

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

Business of Atlas.  Atlas, a Pennsylvania corporation, was incorporated 
in 1979 and Atlas Energy Group, Inc. ("Atlas Energy"), an Ohio 
corporation, was incorporated in 1973.  Atlas and Atlas Energy are 
wholly owned subsidiaries of AIC, Inc., a corporation formed in July, 
1995, which is a wholly owned subsidiary of The Atlas Group, Inc., 
("Atlas Group") that was formerly known as AEG Holdings, Inc., a 
corporation which was also formed in July, 1995.  

As of December 31, 1997, Atlas and its affiliates operated 
approximately 1240 natural gas wells located in Ohio and Pennsylvania.  
Atlas and Atlas Energy have acted as operator with respect to the 
drilling of a total of approximately 1,700 natural gas wells, 
approximately 1650 of which were capable of production in commercial 
quantities.  Atlas' primary offices are located at 311 Rouser Road, 
Moon Township, Pennsylvania  15108.

Atlas and its affiliates employ a total of approximately ninety-nine 
persons, consisting of three geologists (one of whom is an exploration 
geologist), five landmen, five engineers, thirty-three operations 
staff, eight accounting, one legal, eight gas marketing, and eighteen 
administrative personnel.  The balance of the personnel are 
engineering, pipeline and field supervisors.

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

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


                        ORGANIZATIONAL DIAGRAM

                           The Atlas Group, Inc.
                                   |
                                 AIC, Inc.
-----------------------------------|
|
|-Atlas Resources, Inc. (Managing General Partner of Development Drilling 
| Programs, Driller and Operator in Pennsylvania)
|                          |
|                          ARD Investments, Inc.
|
|-Mercer Gas Gathering, Inc. (Gas Gathering Company)
|
|-Pennsylvania Industrial Energy, Inc. ("PIE") (Sells Gas to Pennsylvania 
| Industry)
|
|-Atlas Energy Corporation (Managing General Partner of Exploratory Drilling 
| Programs and Driller and Operator)
|
|-Transatco, Inc., which owns 50% of Topico (Operates Pipeline in Ohio)
|
|-Atlas Gas Marketing, Inc. (Markets Natural Gas)
|
|-Anthem Securities Inc. (Registered Broker-Dealer)
|
|-Atlas Energy Group, Inc. (Driller and Operator in Ohio)
                            |
                            AED Investments, Inc.

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

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

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

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

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

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

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

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

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

Barbara J. Krasnicki.  Vice President of Administration, Ms. Krasnicki 
has been with Atlas Energy since its inception in 1971.
Jacqueline B. Poloka.  Controller.  Ms. Poloka joined Atlas Energy in 
1980.  

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

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

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

         ITEM 4.     REMUNERATION OF DIRECTORS AND OFFICERS

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

Name of individual
or identity of          Capacities in which                   Cash
group (3)             remuneration was received(4)      Compenstation(1,2) 

James R. O'Mara        President, Chief Executive Officer     $305,300
                       and a Director 

Charles T. Koval       Chairman of the Board                  $296,500
                       and a Director

Bruce M. Wolf          General Counsel, Secretary             $217,150
                       and a Director
Executive Officers                                          $1,383,530
as a Group (8 persons)

                                     
(1)     The amounts indicated were composed of salaries and all cash 
bonuses for services rendered to Atlas and its affiliates during the 
last fiscal year, including compensation that would have been paid in 
cash but for the fact the payment of such compensation was deferred.
(2)     Atlas has an "ESOP" retirement plan, described below, and has a 
401(K) plan which allowed employees to contribute the lesser of 15% of 
their compensation or $9,500  for the calendar year 1997 or $9,500 for 
the calendar year 1996.  Atlas contributed an amount equal to 50% and 
50% of each employee's contribution for the calendar years July 31, 
1997 and 1996, respectively.
(3)     There were no stock options granted or exercised during the 
fiscal year ended July 31, 1997, to the above individuals.
(4)     During the fiscal year ended July 31, 1997, each director was 
paid a director's fee of $12,000 for the year. There are no other 
arrangements for remuneration of directors.

 ITEM 5.     SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
As of December 31, 1997, the Partnership had issued and outstanding 
991.615 Units.  No officer or director of Atlas owns any Units, and no 
partner beneficially owns more than 10% of the outstanding Units of the 
Partnership. 

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

                            Shares of Common     Percent of Class

Charles T. Koval                 109,391               26.445%
Joseph R. Sadowski               109,142               26.384%
James R. O'Mara                   95,164 (1)           23.005%
Bruce M. Wolf                     44,710 (2)           10.808%
   Directors and Officers
   as Group (9 persons)          377,654 (1)(2)        91.344%
                                    
Includes 22,164 shares of Atlas Group issuable upon the exercise of 
stock options held by Mr. O'Mara.
Includes 14,210 shares of Atlas Group issuable upon the exercise of 
stock options held by Mr. Wolf.

Atlas Group has adopted Atlas Energy's existing Employee Stock 
Ownership Plan ("ESOP") for the benefit of its employees, other than 
Messrs. Koval and Sadowski, to which it will contribute annually 
approximately 6% of annual compensation in the form of shares of Atlas 
Group. Atlas Group anticipates that it will contribute approximately 
3,000 shares of its stock to the ESOP each year.
Pursuant to agreements entered into between Atlas Group and its 
shareholders to accommodate the desire of Messrs. Sadowski and Koval to 
gradually liquidate a majority of their stock ownership in Atlas Group 
in preparation for their respective retirement from Atlas Group (see 
below regarding the retirement of Mr. Sadowski)  it is anticipated that 
by the year 2003 the stock ownership of Atlas Group by Messrs. Koval 
and Sadowski will be reduced through a series of stock redemptions to 
approximately 15% each.  The stock ownership of certain of the 
remaining officers will be increased to approximately 60%, in the 
aggregate; and the stock ownership of the ESOP will be approximately 10%.  

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

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

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

   ITEM 6.     INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Oil and Gas Revenues.  The Managing General Partner 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, 14% 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) 
53 undeveloped prospects to the Partnership to drill approximately 
44.45 net wells.  Atlas received a credit in the amount of $156,420 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 
$40,005 for the Partnership's first twelve 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 31, 1997, the Partnership entered into 
a drilling contract with Atlas to drill and complete 44.45 net wells.  
The Partnership paid Atlas for drilling and completing the Partnership 
wells an amount equal to $37.39 per foot to the depth of the well at 
its deepest penetration, 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 $10,540,928_.
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 $146,685 
for the Partnership's first twelve 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 
$1,024,745.  Of this amount the Dealer-Manager reallowed $776,842 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.

The following discussion relates solely to certain relationships and 
related transactions with respect to Atlas and does not relate to 
the Partnership.  The following discussion has been included because 
Atlas has been granted by the Partnership Agreement and the drilling 
and operating agreement the exclusive right, power and authority to 
control the operations and activities of the Partnership.
Atlas, its officers, directors and affiliates have in the past 
invested, and may in the future invest, as participants in oil and 
gas programs sponsored by Atlas on the same terms as unrelated 
investors.  Atlas, its officers, directors and affiliates have 
also participated in the past, and may in the future participate, 
as working interest owners in wells in which Atlas or its oil and 
gas programs have an interest.  Frequently, such participation has 
been on more favorable terms than the terms which were available 
to unrelated investors and Atlas Group has loaned to its officers 
and directors amounts in excess of $60,000 from time to time as 
necessary for participation in such wells or programs.  Prior to 
1996, such loans were either non-interest bearing or accrued 
interest at variable rates, but since 1995 all new loans for such 
purpose are required to bear interest.  Currently no such loans 
are outstanding.
                              PART II
 ITEM 7.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
                                  MATTERS
Market Information.    There is no established public trading market 
for the Investor General Partner interests or the Limited Partner 
interests and it is not anticipated that such a market will develop.  
The Partnership interests may be transferred only in accordance with 
the provisions of Article 6 of the Partnership Agreement.  The 
principal restrictions on transferability are as follows:  (i) the 
consent of the Managing General Partner is required; and (ii) no 
transfer may be made which would result in materially adverse tax 
consequences to the Partnership or the violation of federal or state 
securities laws.

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

Holders.     As of December 31, 1997, there were 393 interestholders.

Dividends.   It is not anticipated that the Managing General Partner 
will distribute revenues from the sale of production until the summer 
of 1998.  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 8.     LEGAL PROCEEDINGS
                        None.

 ITEM 9.     CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL 
             DISCLOSURE
                        None.
ITEM 10.     SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
                        None.
ITEM 11.     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
There are no equity securities registered pursuant to Section 12 of the 
Exchange Act. 
ITEM 12.     REPORTS ON FORM 8-K
The registrant filed no reports on  Form 8-K during the last quarter of 
the period covered by this report.
======================================================================
                            PART F/S
ITEM 13.     FINANCIAL STATEMENTS
The Partnership's Financial Statements for the last fiscal year, 
together with the opinion of the accountants thereon, are  Below

     PART III
ITEM 14.     EXHIBITS
(a)     Exhibits
     EXHIBIT INDEX

Description

4(a) Certificate of Limited Partnership for 
Atlas-Energy for the Nineties-Public #6 Ltd.

4(b)
Amended and Restated Certificate and Agreement
of Limited Partnership for Atlas-Energy for the
Nineties-Public #6 Ltd. dated December 31, 1997

10(a)
Drilling and Operating Agreement with exhibits


23(a)
Consent of McLaughlin & Courson
---------------------------------------------------------------
     SIGNATURES


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


Atlas-Energy for the Nineties-Public #6 Ltd.

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

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


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


By  (Signature and Title):                                                     
/s/Charles T. Koval, Chairman of the Board and a Director
Date:  March 31, 1998


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


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


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


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

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


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

==================================================================
                   AUDITED FINANCIAL STATEMENTS

             ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.
                A PENNSYLVANIA LIMITED PARTNERSHIP

        JULY 1, 1997 (DATE OF FORMATION) TO DECEMBER 31, 1997
                           SEE BELOW
==================================================================



EXHIBIT 4(a)
CERTIFICATE OF LIMITED PARTNERSHIP
ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.
Filed with the Department  July 1, 1997 

Microfilm Number  9749-1712

Entity Number  2763464
Filed with the Department of State on July 1, 1997
Secretary of the COMMONWEALTH

                    CERTIFICATE OF LIMITED PARTNERSHIP
                        DSC8: 1 5-8511 (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 #6 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,  Pennsylvania 15108     
                                                            Alleghney
        Number and Street city State                  Zip     County
(b)     c/o-'     N/A
          Name of Commercial Registered Office Provider County

For a limited partnership represented by a commercial registered 
office provider, the county in (b) shall be deemed the county in 
whichthe limited partnership is located for venue and official publication 
purposes.

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

Name     Address

Atlas Resources, Inc.     311Rouser 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 Cerii~ficate of Limited Partnership in to I Department of
State.

-The formation of the limited partnership shall be effective on- at 
Date July 1, 1997 Hour:
DSCB:15-8511 (Rev 90)-2

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the 
limited partnership has (have) executed this Certificate of
Limited Partnership day of (Signature)     /s/J. R. 0 'Mara, President

==========================================================================
EXHIBIT 4(b)

AMENDED AND RESTATED CERTIFICATE
AND
AGREEMENT OF LIMITED PARTNERSHIP
TABLE OF CONTENTS

Section No.          Description     Page
I.     FORMATION
1.01     Formation     1
1.02     Certificate of Limited Partnership     1
1.03     Name, Principal Office and Residence     1
1.04     Purpose     1

II.     DEFINITION OF TERMS
2.01     Definitions     1

III.     SUBSCRIPTIONS AND FURTHER CAPITAL CONTRIBUTIONS
3.01     Designation of Managing General Partner and Participants     
3.02     Participants     7
3.03     Subscriptions to the Partnership     7
3.04     Capital Contributions     8
3.05     Payment of Subscriptions     9
3.06     Partnership Funds     9

IV.      CONDUCT OF OPERATIONS
4.01     Acquisition of Leases     10
4.02     Conduct of Operations     11
4.03     General Rights and Obligations of the Participants and 
         Restricted and Prohibited Transactions     14
4.04     Designation, Compensation and Removal  of Managing General 
         Partner and Removal of Operator     20
4.05     Indemnification and Exoneration     21
4.06     Other Activities     22

V.     PARTICIPATION IN COSTS AND REVENUES, CAPITAL ACCOUNTS, ELECTIONS 
       AND DISTRIBUTIONS
5.01     Participation in Costs and Revenues     23
5.02     Capital Accounts and Allocations Thereto     25
5.03     Allocation of Income, Deductions and         Credits     25
5.04     Elections     27
5.05     Distributions     27

VI.     TRANSFER OF INTERESTS
6.01     Transferability     28
6.02     Special Restrictions on Transfers     28
6.03     Right of Managing General Partner to Hypothecate and/or 
         Withdraw Its Interests     29
6.04     Repurchase Obligation     29

VII.     DURATION, DISSOLUTION, AND WINDING UP
7.01     Duration     30
7.02     Dissolution and Winding Up     31

VIII.    MISCELLANEOUS PROVISIONS
8.01     Notices     31
8.02     Time     31
8.03     Applicable Law     31
8.04     Agreement in Counterparts     32
8.05     Amendment     32
8.06     Additional Partners     32
8.07     Legal Effect     32
--------------------------------------------------------------------------
     AMENDED AND RESTATED CERTIFICATE AND
     AGREEMENT OF LIMITED PARTNERSHIP
     ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.

THIS AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED 
PARTNERSHIP ("AGREEMENT"), amending and restating the original 
Certificate of Limited Partnership, is made and entered into as of 
December 31 , 1997, by and among Atlas Resources, Inc., hereinafter 
referred to as "Atlas" or the "Managing General Partner", and the 
remaining parties from time to time signing a Subscription Agreement 
for Limited Partner Units, such parties hereinafter sometimes referred 
to as "Limited Partners," or for Investor General Partner Units, such 
parties hereinafter sometimes referred to as "Investor General 
Partners". 
     ARTICLE I
     FORMATION

1.01.  Formation. The parties hereto form a limited partnership 
pursuant to the Pennsylvania Revised Uniform Limited Partnership Act, 
upon the terms and conditions set forth herein.

1.02.  Certificate of Limited Partnership. This document shall 
constitute not only the agreement among the parties hereto, but also 
shall constitute the Amended and Restated Certificate and Agreement of 
Limited Partnership of the Partnership and shall be filed or recorded 
in such public offices as is required under applicable law or deemed 
advisable in the discretion of the Managing General Partner. Amendments 
to the certificate of limited partnership shall be filed or recorded in 
such public offices as required under applicable law or deemed 
advisable in the discretion of the Managing General Partner.

1.03.  Name, Principal Office and Residence. The name of the 
Partnership is Atlas-Energy for the Nineties-Public #6 Ltd. The 
residence of Atlas shall be its principal place of business at 311 
Rouser Road, Moon Township, Pennsylvania 15108, which shall also serve 
as the principal place of business of the Partnership. The residence of 
each Participant shall be as set forth on the Subscription Agreement 
executed by each such party. All such addresses shall be subject to 
change upon notice to the parties. The name and address of the agent 
for service of process shall be Mr. J.R. O'Mara at Atlas Resources, 
Inc., 311 Rouser Road, Moon Township, Pennsylvania 15108.

1.04.  Purpose. The Partnership shall engage in all phases of the oil 
and gas business, including, without limitation, exploration for, 
development and production of oil and gas upon the terms and conditions 
hereinafter set forth and any other proper purpose under the 
Pennsylvania Revised Uniform Limited Partnership Act. The Managing 
General Partner may not, without the affirmative vote of Participants 
whose Agreed Subscriptions equal a majority of the Partnership 
Subscription, change the investment and business purpose of the 
Partnership or cause the Partnership to engage in activities outside 
the stated business purposes of the Partnership through joint ventures 
with other entities.  

     ARTICLE II

     DEFINITION OF TERMS

2.01.  Definitions. As used in this Agreement, the following terms 
shall have the meanings hereinafter set forth:

1.  "Administrative Costs" shall mean all customary and routine 
expenses incurred by the Sponsor for the conduct of Partnership 
administration, including: legal, finance, accounting, 
secretarial, travel, office rent, telephone, data processing 
and other items of a similar nature. No Administrative Costs 
charged shall be duplicated under any other category of expense 
or cost.  No portion of the salaries, benefits, compensation or 
remuneration of controlling persons of Atlas will be reimbursed 
by the Partnership as Administrative Costs. Controlling persons 
include directors, executive officers and those holding five 
percent or more equity interest in the Managing General Partner 
or a person having power to direct or cause the direction of 
the Managing General Partner, whether through the ownership of 
voting securities, by contract, or otherwise. 

2.  "Administrator" shall mean the official or agency administering 
the securities laws of a state.
 
3.  "Affiliate" shall mean with respect to a specific person (a) 
any person directly or indirectly owning, controlling, or 
holding with power to vote 10 per cent or more of the 
outstanding voting securities of such specified person; (b) any 
person 10 per cent or more of whose outstanding voting 
securities are directly or indirectly owned, controlled, or 
held with power to vote, by such specified person; (c) any 
person directly or indirectly controlling, controlled by, or 
under common control with such specified person; (d) any 
officer, director, trustee or partner of such specified person; 
and (e) if such specified person is an officer, director, 
trustee or partner, any person for which such person acts in 
any such capacity.

4.  "Agreed Subscription" shall mean that amount so designated on 
the Subscription Agreement executed by the Participant, or, in 
the case of the Managing General Partner, its subscription 
under 3.03(b) and its subsections.

5.  "Agreement" shall mean this Amended and Restated Certificate 
and Agreement of Limited Partnership, including all exhibits 
hereto.

6.  "Assessments" shall mean additional amounts of capital which 
may be mandatorily required of or paid voluntarily by a 
Participant beyond his subscription commitment.

7.  "Atlas" shall mean Atlas Resources, Inc., a Pennsylvania 
corporation, whose principal executive offices are located at 
311 Rouser Road, Moon Township, Pennsylvania 15108.

8.  "Atlas Energy" shall mean Atlas Energy Group, Inc., an Ohio 
corporation, whose principal executive offices are located at 
311 Rouser Road, Moon Township, Pennsylvania 15108.

9.  "Atlas Group" shall mean The Atlas Group, Inc., a Pennsylvania 
corporation, whose principal executive offices are located at 
311 Rouser Road, Moon Township, Pennsylvania 15108.  Atlas 
Group was formerly known as AEGH or AEG Holdings, Inc.

10.  "Capital Account" or "account" shall mean the account 
established for each party hereto, maintained as provided in 
5.02 and its subsections. 

11.  "Capital Contribution" shall mean the amount agreed to be 
contributed to the Partnership by a party pursuant to 3.04 
and 3.05 and their subsections.

12.  "Carried Interest" shall mean an equity interest in the 
Partnership issued to a Person without consideration, in the 
form of cash or tangible property, in an amount proportionately 
equivalent to that received from the Participants.

13.  "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

14.  "Cost", when used with respect to the sale of property to the 
Partnership, shall mean (a) the sum of the prices paid by the 
seller to an unaffiliated person for such property, including 
bonuses; (b) title insurance or examination costs, brokers' 
commissions, filing fees, recording costs, transfer taxes, if 
any, and like charges in connection with the acquisition of 
such property; (c) a pro rata portion of the seller's actual 
necessary and reasonable expenses for seismic and geophysical 
services; and (d) rentals and ad valorem taxes paid by the 
seller with respect to such property to the date of its 
transfer to the buyer, interest and points actually incurred on 
funds used to acquire or maintain such property, and such 
portion of the seller's reasonable, necessary and actual 
expenses for geological, engineering, drafting, accounting, 
legal and other like services allocated to the property cost in 
conformity with generally accepted accounting principles and 
industry standards, except for expenses in connection with the 
past drilling of wells which are not producers of sufficient 
quantities of oil or gas to make commercially reasonable their 
continued operations, and provided that the expenses enumerated 
in this subsection (d) hereof shall have been incurred not more 
than 36 months prior to the purchase by the Partnership. When 
used with respect to services, "cost" shall mean the 
reasonable, necessary and actual expense incurred by the seller 
on behalf of the Partnership in providing such services, 
determined in accordance with generally accepted accounting 
principles. As used elsewhere, "cost" shall mean the price paid 
by the seller in an arm's-length transaction.

15.  "Dealer-Manager" shall mean Anthem Securities, Inc., a wholly 
owned subsidiary of AIC, Inc. and the broker-dealer which will 
manage the offering and sale of the Units in all states except 
Minnesota and New Hampshire, and Bryan Funding, Inc., the 
broker-dealer which will manage the offering and sale of Units 
in Minnesota and New Hampshire.
 
16.  "Development Well" shall mean a well drilled within the proved 
area of an oil or gas reservoir to the depth of a stratigraphic 
Horizon known to be productive. 

17.  "Direct Costs" shall mean all actual and necessary costs 
directly incurred for the benefit of the Partnership and 
generally attributable to the goods and services provided to 
the Partnership by parties other than the Sponsor or its 
Affiliates. Direct Costs shall not include any cost otherwise 
classified as Organization and Offering Costs, Administrative 
Costs, Intangible Drilling Costs, Tangible Costs, Operating 
Costs or costs related to the Leases. Direct Costs may include 
the cost of services provided by the Sponsor or its Affiliates 
if such services are provided pursuant to written contracts and 
in compliance with 4.03(d)(7).

18.  "Distribution Interest" shall mean an undivided interest in the 
assets of the Partnership after payments to creditors of the 
Partnership or the creation of a reasonable reserve therefor, 
in the ratio the positive balance of a party's Capital Account 
bears to the aggregate positive balance of the Capital Accounts 
of all of the parties determined after taking into account all 
Capital Account adjustments for the taxable year during which 
liquidation occurs (other than those made pursuant to 
liquidating distributions or restoration of deficit Capital 
Account balances); provided, however, after the Capital 
Accounts of all of the parties have been reduced to zero, such 
interest in the remaining assets of the Partnership shall equal 
a party's interest in the related revenues of the Partnership 
as set forth in 5.01 and its subsections of this Agreement.

19.  "Drilling and Operating Agreement" shall mean the proposed 
Drilling and Operating Agreement between Atlas, Atlas Energy or 
an Affiliate as Operator, and the Partnership as Developer, a 
copy of the proposed form of which is attached hereto as 
Exhibit (II). 

20.  "Exploratory Well" shall mean a well drilled to find 
commercially productive hydrocarbons in an unproved area, to 
find a new commercially productive Horizon in a field 
previously found to be productive of hydrocarbons at another 
Horizon, or to significantly extend a known prospect.

21.  "Farmout" shall mean an agreement whereby the owner of the 
leasehold or Working Interest agrees to assign his interest in 
certain specific acreage to the assignees, retaining some 
interest such as an Overriding Royalty Interest, an oil and gas 
payment, offset acreage or other type of interest, subject to 
the drilling of one or more specific wells or other performance 
as a condition of the assignment.

22.  "Final Terminating Event" shall mean any one of the following: 
(i) the expiration of the fixed term of the Partnership; (ii) 
the giving of notice to the Participants by the Managing 
General Partner of its election to terminate the affairs of the 
Partnership; (iii) the giving of notice by the Participants to 
the Managing General Partner of their similar election through 
the affirmative vote of Participants whose Agreed Subscriptions 
equal a majority of the Partnership Subscription; or (iv) the 
termination of the Partnership under 708(b)(1)(A) of the Code 
or the Partnership ceases to be a going concern.

23.  "Horizon" shall mean a zone of a particular formation; that 
part of a formation of sufficient porosity and permeability to 
form a petroleum reservoir.

24.  "Independent Expert" shall mean a person with no material 
relationship to the Sponsor or its Affiliates who is qualified 
and who is in the business of rendering opinions regarding the 
value of oil and gas properties based upon the evaluation of 
all pertinent economic, financial, geologic and engineering 
information available to the Sponsor or its Affiliates.

25.  "Initial Closing Date" shall mean the date, on or before the 
Offering Termination Date, but after the minimum Partnership 
Subscription has been received, that the Managing General 
Partner, in its sole discretion, elects for the Partnership to 
begin business activities, including the drilling of wells. It 
is anticipated that this date will be December 1, 1997.

26.  "Intangible Drilling Costs"or "Non-Capital Expenditures" shall 
mean those expenditures associated with property acquisition 
and the drilling and completion of oil and gas wells that under 
present law are generally accepted as fully deductible 
currently for federal income tax purposes; and includes all 
expenditures made with respect to any well prior to the 
establishment of production in commercial quantities for wages, 
fuel, repairs, hauling, supplies and other costs and expenses 
incident to and necessary for the drilling of such well and the 
preparation thereof for the production of oil or gas, that are 
currently deductible pursuant to Section 263(c) of the Code and 
Treasury Reg. Section 1.612-4, which are generally termed 
"intangible drilling and development costs," including the 
expense of plugging and abandoning any well prior to a 
completion attempt.

27.  "Interim Closing Date" shall mean such date(s) after the 
Initial Closing Date of the Partnership, but prior to the 
Offering Termination Date, that the Managing General Partner, 
in its sole discretion, applies additional Agreed Subscriptions 
to additional Partnership activities, including drilling 
activities.

28.  "Investor General Partners" shall mean the persons signing the 
Subscription Agreement as Investor General Partners and the 
Managing General Partner to the extent of any optional 
subscription under 3.03(b)(2). All Investor General Partners 
shall be of the same class and have the same rights.

29.  "Landowner's Royalty Interest" shall mean an interest in 
production, or the proceeds therefrom, to be received free and 
clear of all costs of development, operation, or maintenance, 
reserved by a landowner upon the creation of an oil and gas 
Lease.

30.  "Leases" shall mean full or partial interests in oil and gas 
leases, oil and gas mineral rights, fee rights, licenses, 
concessions, or other rights under which the holder is entitled 
to explore for and produce oil and/or gas, and further includes 
any contractual rights to acquire any such interest.

31.  "Limited Partners" shall mean the persons signing the 
Subscription Agreement as Limited Partners, the Managing 
General Partner to the extent of any optional subscription 
under 3.03(b)(2), the Investor General Partners upon the 
conversion of their Investor General Partner Units to Limited 
Partner interests pursuant to 6.01(c), and any other persons 
who are admitted to the Partnership as additional or 
substituted Limited Partners. Except as provided in 3.05(b), 
with respect to the required additional Capital Contributions 
of Investor General Partners, all Limited Partners shall be of 
the same class and have the same rights.

32.  "Managing General Partner" shall mean Atlas Resources, Inc. or 
any Person admitted to the Partnership as a general partner 
other than as an Investor General Partner pursuant to this 
Agreement who is designated to exclusively supervise and manage 
the operations of the Partnership.

33.  "Managing General Partner Signature Page" shall mean an 
execution and subscription instrument in the form attached as 
Exhibit (I-A) to this Agreement, which is incorporated herein 
by reference.

34.  "Offering Termination Date" shall mean the date after the 
minimum Partnership Subscription has been received on which the 
Managing General Partner determines, in its sole discretion, 
the Partnership's subscription period is closed and the 
acceptance of subscriptions ceases, which shall not be later 
than December 31, 1997.

35.  "Operating Costs" shall mean expenditures made and costs 
incurred in producing and marketing oil or gas from completed 
wells, including, in addition to labor, fuel, repairs, hauling, 
materials, supplies, utility charges and other costs incident 
to or therefrom, ad valorem and severance taxes, insurance and 
casualty loss expense, and compensation to well operators or 
others for services rendered in conducting such operations. 
Subject to the foregoing, Operating Costs also include 
reworking, workover, subsequent equipping and similar expenses 
relating to any well.

36.  "Operator" shall mean Atlas, as operator of Partnership Wells 
in Pennsylvania, Atlas Energy as operator of Partnership Wells 
in Ohio and Atlas or an Affiliate as Operator of Partnership 
Wells in other areas of the United States.

37.  "Organization and Offering Costs" shall mean all costs of 
organizing and selling the offering including, but not limited 
to, total underwriting and brokerage discounts and commissions 
(including fees of the underwriters' attorneys), expenses for 
printing, engraving, mailing, salaries of employees while 
engaged in sales activities, charges of transfer agents, 
registrars, trustees, escrow holders, depositaries, engineers 
and other experts, expenses of qualification of the sale of the 
securities under federal and state law, including taxes and 
fees, accountants' and attorneys' fees and other front-end 
fees.
 
38.  "Overriding Royalty Interest" shall mean an interest in the oil 
and gas produced pursuant to a specified oil and gas lease or 
leases, or the proceeds from the sale thereof, carved out of 
the working interest, to be received free and clear of all 
costs of development, operation, or maintenance.

39.  "Participants" shall mean the Managing General Partner to the 
extent of its optional subscription under 3.03(b)(2); the 
Limited Partners, and the Investor General Partners.

40.  "Partners" shall mean the Managing General Partner, the 
Investor General Partners and the Limited Partners.

41.  "Partnership" shall mean Atlas-Energy for the Nineties-Public 
#6 Ltd., the Pennsylvania limited partnership formed pursuant 
to this Agreement.

42.  "Partnership Net Production Revenues" shall mean gross revenues 
after deduction of the related Operating Costs, Direct Costs, 
Administrative Costs and all other Partnership costs not 
specifically allocated.

43.  "Partnership Subscription" shall mean the aggregate Agreed 
Subscriptions of the parties to this Agreement; provided, 
however, with respect to Participant voting rights under this 
Agreement, the term "Partnership Subscription" shall be deemed 
not to include the Managing General Partner's required 
subscription under 3.03(b)(1).

44.  "Partnership Well" shall mean a well, some portion of the 
revenues from which is received by the Partnership.

45.  "Person" shall mean a natural person, partnership, corporation, 
association, trust or other legal entity.

46.  "Program" shall mean one or more limited or general 
partnerships or other investment vehicles formed, or to be 
formed, for the primary purpose of exploring for oil, gas and 
other hydrocarbon substances or investing in or holding any 
property interests which permit the exploration for or 
production of hydrocarbons or the receipt of such production or 
the proceeds thereof.

47.  "Prospect" shall mean an area covering lands which are believed 
by the Managing General Partner to contain subsurface 
structural or stratigraphic conditions making it susceptible to 
the accumulations of hydrocarbons in commercially productive 
quantities at one or more Horizons. The area, which may be 
different for different Horizons, shall be designated by the 
Managing General Partner in writing prior to the conduct of 
Partnership operations and shall be enlarged or contracted from 
time to time on the basis of subsequently acquired information 
to define the anticipated limits of the associated hydrocarbon 
reserves and to include all acreage encompassed therein. A 
"Prospect" with respect to a particular Horizon may be limited 
to the minimum area permitted by state law or local practice, 
whichever is applicable, to protect against drainage from 
adjacent wells if the well to be drilled by the Partnership is 
to a Horizon containing Proved Reserves. Subject to the 
foregoing sentence, with respect to the Clinton/Medina 
geological formation in Ohio and Pennsylvania "Prospect" shall 
be deemed the drilling or spacing unit.

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

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

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


(iii)     Estimates of proved reserves do not include the 
following: (a) oil that may become available from known 
reservoirs but is classified separately as "indicated 
additional reserves"; (b) crude oil, natural gas, and 
natural gas liquids, the recovery of which is subject to 
reasonable doubt because of uncertainty as to geology, 
reservoir characteristics, or economic factors; (c) crude 
oil, natural gas, and natural gas liquids, that may occur 
in undrilled prospects; and (d) crude oil, natural gas, and 
natural gas liquids, that may be recovered from oil shales, 
coal, gilsonite and other such sources.

49. "Proved Developed Oil and Gas Reserves" shall mean reserves 
that can be expected to be recovered through existing wells 
with existing equipment and operating methods. Additional oil 
and gas expected to be obtained through the application of 
fluid injection or other improved recovery techniques for 
supplementing the natural forces and mechanisms of primary 
recovery should be included as "proved developed reserves" only 
after testing by a pilot project or after the operation of an 
installed program has confirmed through production response 
that increased recovery will be achieved.

50. "Proved Undeveloped Reserves"  shall mean reserves that are 
expected to be recovered from new wells on undrilled acreage, 
or from existing wells where a relatively major expenditure is 
required for recompletion. Reserves on undrilled acreage shall 
be limited to those drilling units offsetting productive units 
that are reasonably certain of production when drilled. Proved 
reserves for other undrilled units can be claimed only where it 
can be demonstrated with certainty that there is continuity of 
production from the existing productive formation. Under no 
circumstances should estimates for proved undeveloped reserves 
be attributable to any acreage for which an application of 
fluid injection or other improved recovery technique is 
contemplated, unless such techniques have been proved effective 
by actual tests in the area and in the same reservoir.

51. "Roll-Up" shall mean a transaction involving the acquisition, 
merger, conversion or consolidation, either  directly or 
indirectly, of the Partnership and the issuance of securities 
of a Roll-Up Entity. Such term does not include: (a) a 
transaction involving securities of the Partnership that have 
been listed for at least twelve months on a national exchange 
or traded through the National Association of Securities 
Dealers Automated Quotation National Market System; or (b) a 
transaction involving the conversion to corporate, trust or 
association form of only the Partnership if, as a consequence 
of the transaction, there will be no significant adverse change 
in any of the following: voting rights; the term of existence 
of the Partnership; the Managing General Partner's 
compensation; and the Partnership's investment objectives.

52. "Roll-Up Entity" shall mean a partnership, trust, corporation 
or other entity that would be created or survive after the 
successful completion of a proposed roll-up transaction.

53. "Sales Commissions" shall mean all underwriting and brokerage 
discounts and commissions incurred in the sale of Units in the 
Partnership payable to registered broker-dealers, excluding the 
Dealer-Manager fee, the reimbursement for bona fide accountable 
due diligence expenses and wholesaling fees.

54. "Selling Agents" shall mean those broker-dealers selected by 
the Dealer-Manager which will participate in the offer and sale 
of the Units.

55. "Sponsor" shall mean any person directly or indirectly 
instrumental in organizing, wholly or in part, a program or any 
person who will manage or is entitled to manage or participate 
in the management or control of a program. "Sponsor" includes 
the managing and controlling general partner(s) and any other 
person who actually controls or selects the person who controls 
25% or more of the exploratory, development or producing 
activities of the program, or any segment thereof, even if that 
person has not entered into a contract at the time of formation 
of the program. "Sponsor" does not include wholly independent 
third parties such as attorneys, accountants, and underwriters 
whose only compensation is for professional services rendered 
in connection with the offering of units. Whenever the context 
so requires, the term "sponsor" shall be deemed to include its 
affiliates.

56. "Subscription Agreement" shall mean an execution and 
subscription instrument in the form attached as Exhibit (I-B) 
to this Agreement, which is incorporated herein by reference.

57. "Tangible Costs"or "Capital Expenditures" shall mean those 
costs associated with the drilling and completion of oil and 
gas wells which are generally accepted as capital expenditures 
pursuant to the provisions of the Internal Revenue Code; and 
includes all costs of equipment, parts and items of hardware 
used in drilling and completing a well, and those items 
necessary to deliver acceptable oil and gas production to 
purchasers to the extent installed downstream from the wellhead 
of any well and which are required to be capitalized pursuant 
to applicable provisions of the Code and regulations 
promulgated thereunder.

58. "Tax Matters Partner" shall mean the Managing General Partner.

59. "Units" or "Units of Participation" shall mean the Limited 
Partner interests and the Investor General Partner interests 
purchased by Participants in the Partnership under the 
provisions of 3.03 and its subsections.

60. "Working Interest" shall mean an interest in an oil and gas 
leasehold which is subject to some portion of the Cost of 
development, operation, or maintenance.

                           ARTICLE III
         SUBSCRIPTIONS AND FURTHER CAPITAL CONTRIBUTIONS

3.01.  Designation of Managing General Partner and Participants. Atlas 
shall serve as Managing General Partner of the Partnership. Atlas shall 
further serve as a Participant to the extent of any subscription made 
by it pursuant to 3.03(b)(2). Limited Partners and Investor General 
Partners, including Affiliates of the Managing General Partner, shall 
serve as Participants; and except as provided under the Pennsylvania 
Revised Uniform Limited Partnership Act, the Limited Partners shall not 
be bound by the obligations of the Partnership.

3.02.   Participants.

3.02(a).  Limited Partner at Formation. Atlas Energy Group, Inc., as 
Original Limited Partner, has acquired one Unit and has made a Capital 
Contribution of $100.  Upon the admission of Limited Partners and  
Investor General Partners pursuant to 3.02(c) below, the Partnership 
shall return to such Original Limited Partner its Capital Contribution 
and shall reacquire its Unit and such Original Limited Partner shall 
cease to be a Limited Partner in the Partnership with respect to such 
Unit.

3.02(b).  Offering of Interests. The Partnership is authorized to admit 
to the Partnership after the receipt of the minimum Partnership 
Subscription and at or prior to the Offering Termination Date 
additional Limited Partners and Investor General Partners whose Agreed 
Subscriptions for Units are accepted by the Managing General Partner 
if, after the admission of such additional Limited Partners and 
Investor General Partners, the Agreed Subscriptions of all Limited 
Partners and Investor General Partners do not exceed the number of 
Units set forth in 3.03(c)(1). The Managing General Partner may refuse 
to admit any person as a Limited Partner or Investor General Partner 
for any reason whatsoever pursuant to 3.03(d).

3.02(c).  Admission of Limited Partners and/or Investor General 
Partners. No action or consent by the Participants shall be required 
for the admission of additional Limited Partners and Investor General 
Partners pursuant to 3.02(b). All subscribers' funds shall be held by 
an independent interest bearing escrow holder and shall not be released 
to the Partnership until the receipt of the minimum Partnership 
Subscription in 3.03(c)(2). Thereafter, subscriptions may be paid 
directly to the Partnership Account.

3.02(d).  Minimum Capitalization and Duration of Offering. The offering 
of Units shall be terminated not later than the earlier of (i) December 
31, 1997; or (ii) at such time as Agreed Subscriptions for the maximum 
Partnership Subscription set forth in 3.03(c)(1) shall have been 
received and accepted by the Managing General Partner. The offering may 
be terminated earlier at the option of the Managing General Partner. If 
at the time of termination Agreed Subscriptions for fewer than 100 
Units have been received and accepted, all monies deposited by 
subscribers shall be promptly returned to them with the interest earned 
thereon from the date such monies were deposited in escrow through the 
date of refund.

3.03.  Subscriptions to the Partnership.

3.03(a).  Subscriptions by Participants.

3.03(a)(1).  Agreed Subscription. A Participant's Agreed Subscription 
to the Partnership shall be the amount so designated on his 
Subscription Agreement.

3.03(a)(2).  Subscription Price and Minimum Agreed Subscription. The 
subscription price of a Unit in the Partnership shall be $10,000, 
payable as set forth herein. The minimum Agreed Subscription per 
Participant shall be one Unit ($10,000); however, the Managing General 
Partner, in its discretion, may accept one-half Unit ($5,000) 
subscriptions. Larger Agreed Subscriptions shall be accepted in $1,000 
increments.

3.03(a)(3).  Effect of Subscription. Execution of a Subscription 
Agreement shall serve as an agreement by such Limited Partner or 
Investor General Partner to be bound by each and every term of this 
Agreement.

3.03(b).  Subscriptions by Managing General Partner.

3.03(b)(1).  Managing General Partner's Required Subscription. The 
Managing General Partner, as a general partner and not as a Limited 
Partner or Investor General Partner, shall contribute to the 
Partnership the Leases which will be drilled by the Partnership on the 
terms set forth in 4.01(a)(3) and shall pay the costs charged to it 
pursuant to 5.01(a). Such amounts shall be paid as set forth in 
3.05(a).

3.03(b)(2).  Managing General Partner's Optional Additional 
Subscription. In addition to the Managing General Partner's required 
subscription under 3.03(b)(1), the Managing General Partner may 
subscribe to up to 10% of the Units on the same basis as a Participant 
may subscribe to Units under the provisions of 3.03(a) and its 
subsections, and, subject to the limitations on voting rights set forth 
in 4.03(c)(1), to that extent shall be deemed a Participant in the 
Partnership for all purposes under this Agreement.  Notwithstanding the 
foregoing, broker-dealers and the Managing General Partner and its 
officers and directors and Affiliates shall not be required to pay the 
Dealer-Manager fee, any Sales Commission or any reimbursement of 
accountable due diligence expenses.

3.03(b)(3).  Effect of and Evidencing Subscription. The Managing 
General Partner has executed a Managing General Partner Signature Page 
which evidences the Managing General Partner's required subscription 
under 3.03(b)(1) and which may be amended to reflect the amount of any 
optional subscription under 3.03(b)(2). Execution of the Managing 
General Partner Signature Page serves as an agreement by the Managing 
General Partner to be bound by each and every term of this Agreement.

3.03(c).  Maximum and Minimum Partnership Subscription.

3.03(c)(1).  Maximum Partnership Subscription. The maximum Partnership 
Subscription excluding the Managing General Partner's required 
subscription under 3.03(b)(1) may not exceed $8,000,000 (800 Units). 
However, if subscriptions for all 800 Units being offered are obtained, 
the Managing General Partner, in its sole discretion, may offer not 
more than 200 additional Units and increase the maximum aggregate 
subscriptions with which the Partnership may be funded to not more than 
1,000 Units ($10,000,000).

3.03(c)(2).  Minimum Partnership Subscription. The minimum Partnership 
Subscription shall equal at least $1,000,000 (100 Units). The Managing 
General Partner and its Affiliates may purchase up to 10% of the 
Partnership Subscription, none of which shall be applied to satisfy the 
$1,000,000 minimum.  

3.03(d).  Acceptance of Subscriptions. Acceptance of subscriptions 
shall be discretionary with Atlas and Atlas may reject any subscription 
for any reason it deems appropriate. A Participant's subscription to 
the Partnership and Atlas' acceptance thereof shall be evidenced by the 
execution of a Subscription Agreement by the Limited Partner or the 
Investor General Partner and by Atlas. Agreed Subscriptions shall be 
accepted or rejected by the Partnership within thirty days of their 
receipt; if rejected, all funds shall be returned to the subscriber 
immediately.  Upon the original sale of Units, the Participants shall 
be admitted as Partners not later than fifteen days after the release 
from escrow of Participants' funds to the Partnership, and thereafter 
Participants shall be admitted into the Partnership not later than the 
last day of the calendar month in which their Agreed Subscriptions were 
accepted by the Partnership.

3.04.  Capital Contributions.

3.04(a).  Capital Contributions. Each Participant shall make a Capital 
Contribution to the Partnership equal to the sum of: (i) the Agreed 
Subscription of such Participant; and (ii) in the case of Investor 
General Partners, but not the Limited Partners, the additional Capital 
Contributions required in 3.05(b). Participants shall not be required 
to restore any deficit balances in their Capital Accounts except as set 
forth in 5.03(h).


3.04(b).  Additional Managing General Partner Capital Contributions.

3.04(b)(1).  Additional Capital Contributions of the Managing General 
Partner. In addition to any Capital Contribution required of the 
Managing General Partner as provided in 3.03(b)(1) and any optional 
Capital Contribution as a Participant as provided in 3.03(b)(2), the 
Managing General Partner shall further contribute cash sufficient to 
pay all costs charged to it under this Agreement to the extent such 
costs exceed: (i) its Capital Contribution pursuant to 3.03(b); and 
(ii) its share of undistributed revenues. In any event, the Managing 
General Partner's aggregate Capital Contributions to the Partnership 
(including Leases contributed pursuant to 3.03(b)(1)) shall not be 
less than 16.5% of all Capital Contributions to the Partnership. Any 
payments by the Managing General Partner in excess of the costs set 
forth in 3.03(b)(1) shall be used to pay Partnership costs which would 
otherwise be charged to the Participants. Such Capital Contributions 
shall be paid by the Managing General Partner at the time such costs 
are required to be paid by the Partnership, but, in no event, later 
than December 31, 1998. 

Upon liquidation of the Partnership or its interest in the Partnership, 
the Managing General Partner shall contribute to the Partnership any 
deficit balance in its Capital Account, determined after taking into 
account all adjustments for the Partnership's taxable year during which 
such liquidation occurs (other than adjustments made pursuant to this 
requirement), by the end of the taxable year in which its interest in 
the Partnership is liquidated (or, if later, within 90 days after the 
date of such liquidation), to be paid to creditors of the Partnership 
or distributed to the other parties hereto in accordance with 7.02 
upon liquidation of the Partnership. The Managing General Partner shall 
maintain a minimum Capital Account balance equal to 1% of total 
positive Capital Account balances for the Partnership.

3.04(b)(2).  Interest for Contributions. The interest of the Managing 
General Partner in the capital and revenues of the Partnership is in 
consideration for, and is the only consideration for, its Capital 
Contribution to the Partnership.

3.04(c).  Limitation on Amount of Required Capital Contributions of 
Limited Partners. In no event shall a Limited Partner be required to 
make contributions to the Partnership greater than his required Capital 
Contribution under 3.04(a).

3.05.  Payment of Subscriptions.

3.05(a).  Managing General Partner's Subscriptions. The Managing 
General Partner shall contribute to the Partnership the Leases pursuant 
to 3.03(b)(1) and pay the costs charged to it when incurred by the 
Partnership, subject to 3.04(b)(1). Any optional subscription under 
3.03(b)(2) shall be paid by the Managing General Partner in the same 
manner as provided for the payment of Participant subscriptions under 
3.05(b).

3.05(b).  Participant Subscriptions and Additional Capital 
Contributions of the Investor General Partners. A Participant shall pay 
his Agreed Subscription 100% in cash at the time of subscribing. A 
Participant shall receive interest on his Agreed Subscription up until 
the Offering Termination Date.

Investor General Partners are obligated to make Capital Contributions 
to the Partnership when called by the Managing General Partner, in 
addition to their Agreed Subscriptions, for their pro rata share of any 
Partnership obligations and liabilities which are recourse to the 
Investor General Partners and are represented by their ownership of 
Units prior to the conversion of Investor General Units to Limited 
Partner interests pursuant to 6.01(c). The failure of an Investor 
General Partner to timely make a required additional Capital 
Contribution pursuant to this section results in his personal liability 
to the other Investor General Partners for the amount in default. The 
remaining Investor General Partners, pro rata, must pay such defaulting 
Investor General Partner's share of Partnership liabilities and 
obligations. In that event, the remaining Investor General Partners 
shall have a first and preferred lien on the defaulting Investor 
General Partner's interest in the Partnership to secure payment of the 
amount in default plus interest at the legal rate; shall be entitled to 
receive 100% of the defaulting Investor General Partner's cash 
distributions directly from the Partnership until the amount in default 
is recovered in full plus interest at the legal rate; and may commence 
legal action to collect the amount due plus interest at the legal rate.

3.06.  Partnership Funds.

3.06(a).  Fiduciary Duty. The Managing General Partner shall have a 
fiduciary responsibility for the safekeeping and use of all funds and 
assets of the Partnership, whether or not in the Managing General 
Partner's possession or control, and the Managing General Partner shall 
not employ, or permit another to employ, such funds and assets in any 
manner except for the exclusive benefit of the Partnership. Neither 
this Agreement nor any other agreement between the Sponsor and the 
Partnership shall contractually limit any fiduciary duty owed to the 
Participants by the Sponsor under applicable law, except as provided in4.01,
 4.02, 4.04, 4.05 and 4.06 of this Agreement.

3.06(b).  Special Account After the Receipt of the Minimum Partnership 
Subscription. Following the receipt of the minimum Partnership 
Subscription, the funds of the Partnership shall be held in a separate 
interest-bearing account maintained for the Partnership and shall not 
be commingled with funds of any other entity.

3.06(c).  Investment. Partnership funds may not be invested in the 
securities of another person except in the following instances: (1) 
investments in Working Interests or undivided Lease interests made in 
the ordinary course of the Partnership's business; (2) temporary 
investments made as set forth below; (3) multi-tier arrangements 
meeting the requirements of 4.03(d)(15); (4) investments involving 
less than 5% of the Partnership Subscription which are a necessary and 
incidental part of a property acquisition transaction; and (5) 
investments in entities established solely to limit the Partnership's 
liabilities associated with the ownership or operation of property or 
equipment, provided, in such instances duplicative fees and expenses 
shall be prohibited.  

After the Offering Termination Date and until proceeds from the public 
offering are invested in the Partnership's operations, such proceeds 
may be temporarily invested in income producing short-term, highly 
liquid investments, where there is appropriate safety of principal, 
such as U.S. Treasury Bills.

                               ARTICLE IV
                          CONDUCT OF OPERATIONS

4.01.  Acquisition of Leases.

4.01(a).  Assignment to Partnership.

4.01(a)(1).  General. The Managing General Partner shall select, 
acquire and assign or cause to have assigned to the Partnership full or 
partial interests in Leases, by any method customary in the oil and gas 
industry, subject to the terms and conditions set forth below. The 
Partnership shall acquire only Leases reasonably expected to meet the 
stated purposes of the Partnership. No Leases shall be acquired for the 
purpose of a subsequent sale unless the acquisition is made after a 
well has been drilled to a depth sufficient to indicate that such an 
acquisition would be in the Partnership's best interest.

4.01(a)(2).  Federal and State Leases. The Partnership is authorized to 
acquire Leases on federal and state lands. 

4.01(a)(3).  Terms and Obligations. Subject to the provisions of 
4.03(d) and its subsections, such acquisitions of Leases or other 
property may be made under any terms and obligations, including any 
limitations as to the Horizons to be assigned to the Partnership, and 
subject to any burdens, as the Managing General Partner deems necessary 
in its sole discretion. Provided, however, that any Lease acquired from 
the Managing General Partner, the Operator or their Affiliates shall be 
credited towards the Managing General Partner's required Capital 
Contribution set forth in 3.03(b)(1) at the Cost of such Lease, unless 
the Managing General Partner shall have cause to believe that Cost is 
materially more than the fair market value of such property, in which 
case the credit for such contribution will be made at a price not in 
excess of the fair market value. A determination of fair market value 
must be supported by an appraisal from an Independent Expert. Such 
opinion and any associated supporting information must be maintained in 
the Partnership's records for six years. 

To the extent the Partnership does not acquire a full interest in a 
Lease from the Managing General Partner, the remainder of the interest 
in such Lease may be held by the Managing General Partner which may 
either retain and exploit it for its own account or sell or otherwise 
dispose of all or a part of such remaining interest. Profits from such 
exploitation and/or disposition shall be for the benefit of the 
Managing General Partner to the exclusion of the Partnership.

4.01(a)(4).  No Breach of Duty. Subject to the provisions of 4.03 and 
its subsections, acquisition of Leases from the Managing General 
Partner, the Operator or their Affiliates shall not be considered a 
breach of any obligation owed by the Managing General Partner, the 
Operator, or their Affiliates to the Partnership or the Participants.

4.01(b).  Overriding Royalty Interests. Neither the Managing General 
Partner nor any Affiliate shall acquire or retain any Overriding 
Royalty Interest on the Lease interests acquired by the Partnership.

4.01(c).  Title and Nominee Arrangements.

4.01(c)(1).  Legal Title. Legal title to all Leases acquired by the 
Partnership shall be held on a permanent basis in the name of the 
Partnership. However, Partnership properties may be held temporarily in 
the name of the Managing General Partner, the Operator or their 
Affiliates or in the name of any nominee designated by the Managing 
General Partner to facilitate the acquisition of the properties.

4.01(c)(2).  Title. The Managing General Partner shall take such steps 
as are necessary in its best judgment to render title to the Leases to 
be acquired by the Partnership acceptable for the purposes of the 
Partnership. No operation shall be commenced on Leases acquired by the 
Partnership unless the Managing General Partner is satisfied that 
necessary title requirements have been satisfied. The Managing General 
Partner shall be free, however, to use its own best judgment in waiving 
title requirements and shall not be liable to the Partnership or to the 
other parties for any mistakes of judgment; nor shall the Managing 
General Partner be deemed to be making any warranties or 
representations, express or implied, as to the validity or  
merchantability of the title to the Leases assigned to the Partnership 
or the extent of the interest covered thereby except as otherwise may 
be provided in the Drilling and Operating Agreement.

4.02.  Conduct of Operations.

4.02(a).  In General. The Managing General Partner shall establish a 
program of operations for the Partnership. Subject to the limitations 
contained in Article III of this Agreement concerning the maximum 
Capital Contribution which can be required of a Limited Partner, the 
Managing General Partner, the Limited Partners and the Investor General 
Partners agree to participate in the program so established by the 
Managing General Partner.

4.02(b).  Management. Subject to any restrictions contained in this 
Agreement, the Managing General Partner shall exercise full control 
over all operations of the Partnership.

4.02(c).  General Powers of the Managing General Partner.

4.02(c)(1).  In General. Subject to the provisions of 4.03 and its 
subsections, and to any authority which may be granted the Operator 
under 4.02(c)(3)(b), the Managing General Partner shall have full 
authority to do all things deemed necessary or desirable by it in the 
conduct of the business of the Partnership. Without limiting the 
generality of the foregoing, the Managing General Partner is expressly 
authorized to engage in:

(i)     the making of all determinations of which Leases, wells and 
operations will be  participated in by the Partnership, which 
Leases are developed and which Leases are abandoned, or at its 
sole discretion, sold or assigned to other parties, including 
other investor ventures organized by the Managing General 
Partner, the Operator or any of their Affiliates;

(ii)     the negotiation and execution on any terms deemed 
desirable in its sole discretion of  any contracts, conveyances, 
or other instruments, considered useful to the conduct of such 
operations or the implementation of the powers granted it under 
this Agreement, including, without limitation, the making of 
agreements for the conduct of operations or the furnishing of 
equipment, facilities, supplies and material, services, and 
personnel and the exercise of any options, elections, or 
decisions under any such agreements;

(iii)     the exercise, on behalf of the Partnership or the 
parties, in such manner as the Managing General Partner in its 
sole judgment deems best, of all rights, elections and options 
granted or imposed by any agreement, statute, rule, regulation, 
or order;

(iv)     the making of all decisions concerning the desirability of 
payment, and the payment or supervision of the payment, of all 
delay rentals and shut-in and minimum or advance royalty 
payments;

(v)     the selection of full or part-time employees and outside 
consultants and contractors  and the determination of their 
compensation and other terms of employment or hiring;

(vi)     the maintenance of such insurance for the benefit of the 
Partnership and the parties as it deems necessary, but, subject 
to 6.01(c), in no event less in amount or type than the 
following: (a) worker's compensation insurance in full 
compliance with the laws of the Commonwealth of Pennsylvania and 
any other applicable state laws; (b) liability insurance 
(including automobile) which has a $1,000,000 combined single 
limit for bodily injury and property damage in any one accident 
or occurrence and in the aggregate; and (c) such excess 
liability insurance as to bodily injury and property damage with 
combined limits of $50,000,000, per occurrence or accident and 
in the aggregate, which includes $250,000 of seepage, pollution 
and contamination insurance which protects and defends the 
insured against property damage or bodily injury claims from 
third parties (other than a  co-owner of the Working Interest) 
alleging seepage, pollution or contamination damage resulting 
from an accident. Such excess liability insurance shall be in 
place and effective no later than the Initial Closing Date and 
shall continue until the Investor General Partners are converted 
to Limited Partners, at which time the Partnership shall 
continue to enjoy the benefit of Atlas' $11,000,000 liability 
insurance on the same basis as Atlas and its Affiliates, 
including other Programs in which Atlas serves as Managing 
General Partner;

(vii)     the use of the funds and revenues of the Partnership, and 
the borrowing on behalf of, and the loan of money to, the 
Partnership, on any terms it sees fit, for any purpose, 
including without limitation the conduct or financing, in whole 
or in part, of the drilling and other activities of the 
Partnership or the conduct of additional operations, and the 
repayment of any such borrowings or loans used initially to 
finance such operations or activities;

(viii)     the disposition, hypothecation, sale, exchange, release, 
surrender, reassignment or abandonment of any or all assets of 
the Partnership (including, without limitation, the Leases, 
wells, equipment and production therefrom) provided that the 
sale of all or substantially all of the assets of the 
Partnership shall only be made as provided in 4.03(d)(6);

(ix)     the formation of any further limited or general 
partnership, tax partnership, joint venture, or other 
relationship which it deems desirable with any parties who it, 
in its sole and absolute discretion, selects, including any of 
its Affiliates;

(x)     the control of any matters affecting the rights and 
obligations of the Partnership, including the employment of 
attorneys to advise and otherwise represent the Partnership, the 
conduct of litigation and other incurring of legal expense, and 
the settlement of claims and litigation;

(xi)     the operation of producing wells drilled on the Leases 
owned by the Partnership, or on a Prospect which includes any 
part of the Leases;

(xii)     the exercise of the rights granted to it under the power 
of attorney created pursuant to this Agreement; and

(xiii)     the incurring of all costs and the making of all 
expenditures in any way related to any of the foregoing. 

4.02(c)(2).  Scope of Powers. The Managing General Partner's powers 
shall extend to any operation participated in by the Partnership or 
affecting its Leases, or other property or assets, irrespective of 
whether or not the Managing General Partner is designated operator of 
such operation by any outside persons participating therein.

4.02(c)(3).  Delegation of Authority.

4.02(c)(3)(a).  In General. The Managing General Partner may 
subcontract and delegate all or any part of its duties hereunder to any 
entity chosen by it, including an entity related to it, and such party 
shall have the same powers in the conduct of such duties as would the 
Managing General Partner; but such delegation shall not relieve the 
Managing General Partner of its responsibilities hereunder.

4.02(c)(3)(b).  Delegation to Operator. The Managing General Partner is 
specifically authorized to delegate any or all of its duties to the 
Operator by executing the Drilling and Operating Agreement, but such 
delegation shall not relieve the Managing General Partner of its 
responsibilities hereunder. In no event shall any consideration 
received for operator services be in excess of the competitive rates or 
duplicative of any consideration or reimbursements received pursuant to 
this Agreement. The Managing General Partner may not benefit by 
interpositioning itself between the Partnership and the actual provider 
of operator services.

4.02(c)(4).  Related Party Transactions. Subject to the provisions of 
4.03 and its subsections, any transaction which the Managing General 
Partner is authorized to enter into on behalf of the Partnership under 
the authority granted in this section and its subsections, may be 
entered into by the Managing General Partner with itself or with any 
other general partner, the Operator or any of their Affiliates.

4.02(d).  Additional Powers. In addition to the powers granted the 
Managing General Partner under 4.02(c) and its subsections or 
elsewhere in this Agreement, the Managing General Partner, where 
specified, shall have the following additional express powers.

4.02(d)(1).  Drilling Contracts. Partnership Wells drilled in 
Pennsylvania and other areas of the Appalachian Basin may be drilled 
pursuant to the Drilling and Operating Agreement on a per-foot basis 
with Atlas or its Affiliates based on $37.39 per foot or, with respect 
to a well which the Partnership elects not to complete, $20.60 per 
foot.  Partnership Wells in other areas of the United States shall be 
drilled at competitive rates and in no event shall Atlas or its 
Affiliates, as drilling contractor, receive a per foot rate which is 
not competitive with the rates charged by unaffiliated contractors in 
the same geographic region. No turnkey drilling contracts shall be made 
between the Managing General Partner or its Affiliates and the 
Partnership. Neither the Managing General Partner nor its Affiliates 
shall profit by drilling in contravention of its fiduciary obligations 
to the Partnership. The Managing General Partner may not benefit by 
interpositioning itself between the Partnership and the actual provider 
of drilling contractor services.

4.02(d)(2).  Power of Attorney.

4.02(d)(2)(a).  In General. Each party hereto hereby makes, constitutes 
and appoints the Managing General Partner his true and lawful 
attorney-in-fact for him and in his name, place and stead and for his 
use and benefit, from time to time:

1.     to create, prepare, complete, execute, file, swear to, 
deliver, endorse and record any and all documents, certificates 
or other instruments required or necessary to amend this 
Agreement as authorized under the terms of this Agreement, or to 
qualify the Partnership as a limited partnership or partnership 
in commendam and to conduct business under the laws of any 
jurisdiction in which the Managing General Partner elects to 
qualify the Partnership or conduct business; and

2.     to create, prepare, complete, execute, file, swear to, 
deliver, endorse and record any and all instruments, 
assignments, security agreements, financing statements, 
certificates and other documents as may be necessary from time 
to time to implement the borrowing powers granted under this 
Agreement.

4.02(d)(2)(b).  Further Action. Each party hereto hereby authorizes 
such attorney-in-fact to take any further action which such 
attorney-in-fact shall consider necessary or advisable in connection 
with any of the foregoing and acknowledges that the power of attorney 
granted under this section is a special power of attorney coupled with 
an interest and is irrevocable and shall survive the assignment by a 
party of the whole or a portion of his interest in the Partnership; 
except that where such assignment is of such party's entire interest in 
the Partnership and the purchaser, transferee or assignee thereof, with 
the consent of the Managing General Partner, is admitted as a successor 
Limited Partner or Investor General Partner, the power of attorney 
shall survive the delivery of such assignment for the sole purpose of 
enabling such attorney-in-fact to execute, acknowledge and file any 
such agreement, certificate, instrument or document necessary to effect 
such substitution.

4.02(d)(2)(c).  Power of Attorney to Operator. The Managing General 
Partner is hereby authorized to grant a Power of Attorney to the 
Operator on behalf of the Partnership.

4.02(e).  Borrowings and Use of Partnership Revenues.

4.02(e)(1).  Power to Borrow or Use Partnership Revenues. If additional 
funds over the Partners' Capital Contributions are needed for 
Partnership operations, the Managing General Partner may: (i) use 
Partnership revenues allocable to the accounts of the Partners on whose 
behalf such Partnership revenues are expended for such purposes; or 
(ii) the Managing General Partner and its Affiliates may advance to the 
Partnership the funds necessary pursuant to 4.03(d)(8)(b) which 
borrowings (other than credit transactions on open account customary in 
the industry to obtain goods and services) shall be without recourse to 
the Investor General Partners and the Limited Partners except as 
otherwise provided herein. Also, the amount that may be borrowed at any 
one time (other than credit transactions on open account customary in 
the industry to obtain goods and services) shall not exceed an amount 
equal to 5% of the Partnership Subscription. Notwithstanding, the 
Managing General Partner and it Affiliates shall not be obligated to 
advance the funds to the Partnership.

4.02(e)(2).  Implementation of Borrowing Provisions.

4.02(e)(2)(a).  Indemnification and Hold Harmless. Each party hereto 
for whose account an interest in Partnership assets is mortgaged, 
pledged or otherwise encumbered hereby indemnifies and agrees to hold 
harmless every other party from any loss resulting from such mortgage, 
pledge or encumbrance, limited to the amount of his agreed Capital 
Contribution.

4.02(e)(2)(b).  Foreclosure. Should a foreclosure of a mortgage, pledge 
or security interest permitted hereunder occur, any revenues, proceeds 
and all taxable gain or loss resulting from such foreclosure shall be 
allocated entirely to the party for whose account such interest was 
pledged; and such party's interest in the remaining revenues of the 
Partnership shall be reduced to take into account the foreclosure of 
the interests foreclosed.

4.02(f).  Designation of Tax Matters Partner. Atlas is hereby 
designated the Tax Matters Partner of the Partnership pursuant to 
6231(a)(7) of the Code and is authorized to act in such capacity on 
behalf of the Partnership and the Participants and to take such action, 
including settlement or litigation, as it in its sole discretion deems 
to be in the best interest of the Partnership. Costs incurred by the 
Tax Matters Partner shall be considered a Direct Cost of the 
Partnership. The Tax Matters Partner shall notify all Participants of 
any partnership administrative proceedings commenced by the Internal 
Revenue Service, and thereafter shall furnish all Participants periodic 
reports at least quarterly on the status of such proceedings.  Each 
Partner agrees as follows: (1) he will not file the statement described 
in Section 6224(c)(3)(B) of the Code prohibiting the Managing General 
Partner as the Tax Matters Partner for the Partnership from entering 
into a settlement on his behalf with respect to partnership items (as 
such term is defined in Section 6231(a)(3) of Code) of the Partnership; 
(2) he will not form or become and exercise any rights as a member of a 
group of Partners having a 5% or greater interest in the profits of the 
Partnership under Section 6223(b)(2) of the Code; and (3) the Managing 
General Partner is authorized to file a copy of this Agreement (or 
pertinent portions hereof) with the Internal Revenue Service pursuant 
to Section 6224(b) of the Code if necessary to perfect the waiver of 
rights under this Subsection 4.02(f).

4.03.  General Rights and Obligations of the Participants and 
Restricted and Prohibited Transactions.

4.03(a)(1).  Limited Liability of Limited Partners. Limited Partners 
shall not be bound by the obligations of the Partnership and shall not 
be personally liable for any debts of the Partnership or any of the 
obligations or losses thereof beyond the amount of their agreed Capital 
Contributions, except to the extent such parties also subscribe to the 
Partnership as Investor General Partners, or, in the case of Atlas, as 
Managing General Partner.

4.03(a)(2).  No Management Authority of Participants. Participants, as 
such, shall have no power over the conduct of the affairs of the 
Partnership; and no Participant, as such, shall take part in the 
management of the business of the Partnership, or have the power to 
sign for or to bind the Partnership.

4.03(b).  Reports and Disclosures.
     (1)     Commencing with the 1997 calendar year, the Partnership 
shall provide each Participant an annual report within 120 days 
after the close of the calendar year, and commencing with the 
1998 calendar year, a report within 75 days after the end of the 
first six months of its calendar year, containing, except as 
otherwise indicated, at least the information set forth below:
          (a)     Audited financial statements of the Partnership, 
including a balance sheet and statements of income, cash 
flow and Partners' equity, all of which shall be prepared in 
accordance with generally accepted accounting principles and 
accompanied by an auditor's report containing an opinion of 
an independent public accountant selected by the Managing 
General Partner stating that his audit was made in 
accordance with generally accepted auditing standards and 
that in his opinion such financial statements present fairly 
the financial position, results of operations, partners' 
equity and cash flows in accordance with generally accepted 
accounting principles. Semiannual reports need not be 
audited. 
          (b)     A summary itemization, by type and/or classification 
of the total fees and compensation including any 
unaccountable, fixed payment reimbursements for 
Administrative Costs and Operating Costs, paid by the 
Partnership, or indirectly on behalf of the Partnership, to 
the Managing General Partner, the Operator and their 
Affiliates. In addition, Participants shall be provided the 
percentage that the annual unaccountable, fixed fee 
reimbursement for Administrative Costs bears to annual 
Partnership revenues.
          (c)     A description of each Prospect in which the 
Partnership owns an interest, including the  cost, location, 
number of acres under lease and the Working Interest owned 
therein by the Partnership, except succeeding reports need 
contain only material changes, if any, regarding such 
Prospects.

(d)     A list of the wells drilled or abandoned by the 
Partnership during the period of the report (indicating 
whether each of such wells has or has not been completed), 
and a statement of the cost of each well completed or 
abandoned. Justification shall be included for wells 
abandoned after production has commenced.

(e)     A description of all farmins and joint ventures, made 
during the period of the report, including the Managing 
General Partner's justification for the arrangement and a 
description of the material terms. 

(f)     A schedule reflecting the total Partnership costs, the 
costs paid by the Managing General Partner and the costs 
paid by the Participants, the total Partnership revenues, 
the revenues received or credited to the Managing General 
Partner and the revenues received and credited to the 
Participants and a reconciliation of such expenses and 
revenues in accordance with the provisions of Article V.

(2)     The Partnership shall, by March 15 of each year, prepare, 
or supervise the preparation of, and transmit to each Partner 
such information as may be needed to enable such Partner to file 
his federal income tax return, any required state income tax 
return and any other reporting or filing requirements imposed by 
any governmental agency or authority.

(3)     Annually, beginning January 1, 1999, a computation of the 
total oil and gas Proved Reserves of the Partnership and the 
present worth of such reserves determined using a discount rate 
of 10%, a constant price for the oil and basing the price of gas 
upon the existing gas contracts shall be provided to each 
Participant along with each Participant's interest therein. The 
reserve computations shall be based upon engineering reports 
prepared by the Managing General Partner and reviewed by an 
Independent Expert. There shall also be included an estimate of 
the time required for the extraction of such reserves and a 
statement that because of the time period required to extract 
such reserves the present value of revenues to be obtained in 
the future is less than if immediately receivable. In addition 
to the foregoing computation and required estimate, as soon as 
possible, and in no event more than ninety days after the 
occurrence of an event leading to reduction of such reserves of 
the Partnership of 10% or more, excluding reduction as a result 
of normal production, sales of reserves or product price 
changes, a computation and estimate shall be sent to each 
Participant.

(4)     The cost of all such reports described in this 4.03(b) 
shall be paid by the Partnership as Direct Costs.

(5)     The Participants and/or their representatives shall be 
permitted access to all records of the Partnership, after 
adequate notice, at any reasonable time and may inspect and copy 
any of them. The Managing General Partner will provide a copy of 
this Agreement or other documents to the Participants after the 
Partnership's documents have been filed with the Commonwealth of 
Pennsylvania upon request. The Managing General Partner shall 
maintain and preserve during the term of the Partnership and for 
six years thereafter all accounts, books and other relevant 
documents, including a record that a Participant meets the 
suitability standards established in connection with an 
investment in the Partnership and of fair market value as set 
forth in 4.01(a)(3). Notwithstanding the foregoing, the 
Managing General Partner may keep logs, well reports and other 
drilling and operating data confidential for reasonable periods 
of time. The Managing General Partner may release information 
concerning the operations of the Partnership to such sources as 
are customary in the industry or required by rule, regulation, 
or order of any regulatory body.

(6)     The following provisions apply regarding access to the list 
of Participants: (a) an alphabetical list of the names, 
addresses and business telephone numbers of the Participants 
along with the number of Units held by each of them (the 
"Participant List") shall be maintained as a part of the books 
and records of the Partnership and shall be available for 
inspection by any Participant or its designated agent at the 
home office of the Partnership upon the request of the 
Participant; (b) the Participant List shall be updated at least 
quarterly to reflect changes in the information contained 
therein; (c) a copy of the Participant List shall be mailed to 
any Participant requesting the Participant List within ten days 
of the written request. The copy of the Participant List shall 
be printed in alphabetical order, on white paper, and in a 
readily readable type size (in no event smaller than 10-point 
type). A reasonable charge for copy work shall be charged by the 
Partnership; (d) the purposes for which a Participant may 
request a copy of the Participant List include, without 
limitation, matters relating to Participant's voting rights 
under this Agreement and the exercise of Participant's rights 
under the federal proxy laws; and (e) if the Managing General 
Partner neglects or refuses to exhibit, produce, or mail a copy 
of the Participant List as requested, the Managing General 
Partner shall be liable to any Participant requesting the list 
for the costs, including attorneys fees, incurred by that 
Participant for compelling the production of the Participant 
List, and for actual damages suffered by any Participant by 
reason of such refusal or neglect. It shall be a defense that 
the actual purpose and reason for the requests for inspection or 
for a copy of the Participant List is to secure the list of 
Participants or other information for the purpose of selling 
such list or information or copies thereof, or of using the same 
for a commercial purpose other than in the interest of the 
applicant as a Participant relative to the affairs of the 
Partnership. The Managing General Partner shall require the 
Participant requesting the Participant List to represent in 
writing that the list was not requested for a commercial purpose 
unrelated to the Participant's interest in the Partnership. The 
remedies provided hereunder to Participants requesting copies of 
the Participant List are in addition to, and shall not in any 
way limit, other remedies available to Participants under 
federal law, or the laws of any state.

(7)     Concurrently with their transmittal to Participants, and as 
required, the Managing General Partner shall file a copy of each 
report provided for in this 4.03(b) with the Arkansas 
Securities Department, the California Commissioner of 
Corporations, the Kentucky Department of Financial Institutions, 
the Virginia State Corporation Commission and with the 
securities commissions of other states which request the report.

4.03(c).  Meetings of Participants. Meetings of the Participants may be 
called by the Managing General Partner or by Participants whose Agreed 
Subscriptions equal 10% or more of the Partnership Subscription for any 
matters for which Participants may vote. Such call for a meeting shall 
be deemed to have been made upon receipt by the Managing General 
Partner of a written request from holders of the requisite percentage 
of Agreed Subscriptions stating the purpose(s) of the meeting. The 
Managing General Partner shall deposit in the United States mail within 
fifteen days after the receipt of said request, written notice to all 
Participants of the meeting and the purpose of such meeting, which 
shall be held on a date not less than thirty days nor more than sixty 
days after the date of the mailing of said notice, at a reasonable time 
and place. Provided, however, that the date for notice of such a 
meeting may be extended for a period of up to sixty days, if in the 
opinion of the Managing General Partner such additional time is 
necessary to permit preparation of proxy or information statements or 
other documents required to be delivered in connection with such 
meeting by the Securities and Exchange Commission or other regulatory 
authorities. Participants shall have the right to vote in person or by 
proxy at any meetings of the Participants.

4.03(c)(1).  Special Voting Rights. At the request of Participants 
whose Agreed Subscriptions equal 10% or more of the Partnership 
Subscription, the Managing General Partner shall call for a vote by 
Participants. Each Unit is entitled to one vote on all matters; each 
fractional Unit is entitled to that fraction of one vote equal to the 
fractional interest in the Unit. Participants whose Agreed 
Subscriptions equal a majority of the Partnership Subscription may, 
without the concurrence of the Managing General Partner or its 
Affiliates, vote to:

(a)     amend this Agreement; provided however, any such amendment 
may not increase the duties or liabilities of any Participant or 
the Managing General Partner or increase or decrease the profit 
or loss sharing or required Capital Contribution of any 
Participant or the Managing General Partner without the approval 
of such Participant or the Managing General Partner. 
Furthermore, any such amendment may not affect the 
classification of Partnership income and loss for federal income 
tax purposes without the unanimous approval of all Participants;
     (b)     dissolve the Partnership;
     (c)     remove the Managing General Partner and elect a new 
Managing General Partner;
     (d)     elect a new Managing General Partner if the Managing 
General Partner elects to withdraw from the Partnership; 
     (e)     remove the Operator and elect a new Operator;
     (f)     approve or disapprove the sale of all or substantially all 
of the assets of the Partnership; and
     (g)     cancel any contract for services with the Managing General 
Partner, or the Operator or their Affiliates, without penalty 
upon sixty days notice. 

With respect to Units owned by the Managing General Partner or its 
Affiliates, the Managing General Partner and its Affiliates may not 
vote or consent on the matters set forth in (c) or (e) above, or 
regarding any transaction between the Partnership and the Managing 
General Partner or its Affiliates. In determining the requisite 
percentage in interest of Units necessary to approve any Partnership 
matter on which the Managing General Partner and its Affiliates may not 
vote or consent, any Units owned by the Managing General Partner and 
its Affiliates shall not be included.

4.03(c)(2).  Restrictions on Limited Partner Voting Rights. The 
exercise by the Limited Partners of the rights granted Participants 
under 4.03(c), except for the special voting rights granted 
Participants under 4.03(c)(1), shall be subject to the prior legal 
determination that the grant or exercise of such powers will not 
adversely affect the limited liability of Limited Partners, unless in 
the opinion of counsel to the Partnership, such legal determination is 
not necessary under Pennsylvania law to maintain the limited liability 
of the Limited Partners. A legal determination under this paragraph may 
be made either pursuant to an opinion of counsel, such counsel being 
independent of the Partnership and selected upon the vote of Limited 
Partners whose Agreed Subscriptions equal a majority of the Agreed 
Subscriptions held by Limited Partners, or a  declaratory judgment 
issued by a court of competent jurisdiction. The Investor General 
Partners may exercise the rights granted to the Participants whether or 
not the Limited Partners can participate in such vote if the Investor 
General Partners represent the requisite percentage of the Participants 
necessary to take such action.

4.03(d).  Restricted and Prohibited Transactions.

4.03(d)(1).  Equal Proportionate Interest.   When the Managing General 
Partner or an Affiliate, excluding another Program in which the 
interest of the Managing General Partner or its Affiliates is 
substantially similar to or less than their interest in the 
Partnership, sells, transfers or conveys any oil, gas or other mineral 
interests or property to the Partnership, it must, at the same time, 
sell to the Partnership an equal proportionate interest in all its 
other property in the same Prospect. Notwithstanding, a Prospect shall 
be deemed to consist of the drilling or spacing unit on which such well 
will be drilled by the Partnership if the geological feature to which 
such well will be drilled contains Proved Reserves and the drilling or 
spacing unit protects against drainage. With respect to an oil and gas 
Prospect located in Ohio and Pennsylvania on which a well will be 
drilled by the Partnership to test the Clinton/Medina geologic 
formation a Prospect shall be deemed to consist of the drilling and 
spacing unit if it meets the test in the preceding sentence.  Neither 
the Managing General Partner nor its Affiliates may drill any well 
within 1,650 feet of an existing Partnership Well in the Clinton/Medina 
formation in Pennsylvania or within 1,100 feet of an existing 
Partnership Well in Ohio within five years of the drilling of the 
Partnership Well. In the event the Partnership abandons its interest in 
a well, this restriction will continue for one year following the 
abandonment.

If the area constituting the Partnership's Prospect is subsequently 
enlarged to encompass any area wherein the Managing General Partner or 
an Affiliate, excluding another Program in which the interest of the 
Managing General Partner or its Affiliates is substantially similar to 
or less than their interest in the Partnership, owns a separate 
property interest, such separate property interest or a portion thereof 
shall be sold, transferred or conveyed to the Partnership as set forth 
in4.01(a)(3), 4.03(d)(1) and 4.03(d)(2) if the activities of the 
Partnership were material in establishing the existence of Proved 
Undeveloped Reserves which are attributable to such separate property 
interest. Notwithstanding, Prospects in the Clinton/Medina geological 
formation shall not be enlarged or contracted if the Prospect was 
limited to the drilling or spacing unit because the well was being 
drilled to Proved Reserves in the Clinton/Medina geological formation 
and the drilling or spacing unit protected against drainage.

4.03(d)(2).  Transfer of Less than the Managing General Partner's and 
its Affiliates' Entire Interest. A sale, transfer or a conveyance to 
the Partnership of less than all of the ownership of the Managing 
General Partner or an Affiliate, excluding another Program in which the 
interest of the Managing General Partner or its Affiliates is 
substantially similar to or less than their interest in the 
Partnership, in any Prospect shall not be made unless the interest 
retained by the Managing General Partner or the Affiliate is a 
proportionate Working Interest, the respective obligations of the 
Managing General Partner or its Affiliates and the Partnership are 
substantially the same after the sale of the interest by the Managing 
General Partner or its Affiliates, and the Managing General Partner's 
interest in revenues does not exceed the amount proportionate to its 
retained Working Interest. Neither the Managing General Partner nor any 
Affiliate will retain any Overriding Royalty Interests or other burdens 
on an interest sold by it to the Partnership. With respect to its 
retained interest the Managing General Partner shall not  Farmout a 
Lease for the primary purpose of avoiding payment of its costs relating 
to drilling the Lease. This section does not prevent the Managing 
General Partner or its Affiliates from subsequently dealing with their 
retained interest as they may choose with unaffiliated parties or 
Affiliated partnerships.

4.03(d)(3).  Transfer of Leases to the Managing General Partner. The 
Managing General Partner and its Affiliates shall not purchase any 
producing or non-producing oil and gas properties from the Partnership.

4.03(d)(4).  Limitations on Activities of the Managing General Partner 
and its Affiliates on Leases Acquired by the Partnership. During a 
period of five years from the Offering Termination Date of the 
Partnership, if the Managing General Partner or any of its Affiliates, 
excluding another Program in which the interest of the Managing General 
Partner or its Affiliates is substantially similar to or less than 
their interest in the Partnership, proposes to acquire an interest, 
from an unaffiliated person, in a Prospect in which the Partnership 
possesses an interest or in a Prospect in which the Partnership's 
interest has been terminated without compensation within one year 
preceding such proposed acquisition, the following conditions shall 
apply:

(a)     if the Managing General Partner or the Affiliate, excluding 
another Program in which the interest of the Managing General 
Partner or its Affiliates is substantially similar to or less 
than their interest in the Partnership, does not currently own 
property in the Prospect separately from the Partnership, then 
neither the Managing General Partner nor the Affiliate shall be 
permitted to purchase an interest in the Prospect; and

(b)     if the Managing General Partner or the Affiliate, excluding 
another Program in which the interest of the Managing General 
Partner or its Affiliates is substantially similar to or less 
than their interest in the Partnership, currently own a 
proportionate interest in the Prospect separately from the 
Partnership, then the interest to be acquired shall be divided 
between the Partnership and the Managing General Partner or the 
Affiliate in the same proportion as is the other property in the 
Prospect; provided, however, if cash or financing is not 
available to the Partnership to enable it to consummate a 
purchase of the additional interest to which it is entitled, 
then neither the Managing General Partner nor the Affiliate 
shall be permitted to purchase any additional interest in the 
Prospect.

4.03(d)(5).  Transfer of Leases Between Affiliated Limited 
Partnerships. The Partnership shall not purchase properties from or 
sell properties to any other Affiliated partnership. This prohibition, 
however, shall not apply to joint ventures among such Affiliated 
partnerships, provided that the respective obligations and revenue 
sharing of all parties to the transaction are substantially the same 
and the compensation arrangement or any other interest or right of 
either the Managing General Partner or its Affiliates is the same in 
each Affiliated partnership, or, if different, the aggregate 
compensation of the Managing General Partner or the Affiliate is 
reduced to reflect the lower compensation arrangement.

4.03(d)(6).  Sale of All Assets. The sale of all or substantially all 
of the assets of the Partnership (including, without limitation, 
Leases, wells, equipment and production therefrom) shall be made only 
with the consent of Participants whose Agreed Subscriptions equal a 
majority of the Partnership Subscription.

4.03(d)(7).  Services. The Managing General Partner and any Affiliate 
shall not render to the Partnership any oil field, equipage or other 
services nor sell or lease to the Partnership any equipment or related 
supplies unless such person is engaged, independently of the 
Partnership and as an ordinary and ongoing business, in the business of 
rendering such services or selling or leasing such equipment and 
supplies to a substantial extent to other persons in the oil and gas 
industry in addition to the partnerships in which the Managing General 
Partner or an Affiliate has an interest; and the compensation, price or 
rental therefor is competitive with the compensation, price or rental 
of other persons in the area engaged in the business of rendering 
comparable services or selling or leasing comparable equipment and 
supplies which could reasonably be made available to the Partnership. 
If such person is not engaged in such a business then such 
compensation, price or rental will be the Cost of such services, 
equipment or supplies to such person or the competitive rate which 
could be obtained in the area, whichever is less. Any such services for 
which the Managing General Partner or an Affiliate is to receive 
compensation other than those described in this Prospectus shall be 
embodied in a written contract which precisely describes the services 
to be rendered and all compensation to be paid. Such contracts are 
cancellable without penalty upon sixty days written notice by 
Participants whose Agreed Subscriptions equal a majority of the 
Partnership Subscription.

4.03(d)(8).  Loans.

4.03(d)(8)(a).  Loans from the Partnership. No loans or advances shall 
be made by the Partnership to the Managing General Partner or any 
Affiliate.

4.03(d)(8)(b).  Loans to the Partnership. Neither the Managing General 
Partner nor any Affiliate shall loan money to the Partnership where the 
interest to be charged exceeds the Managing General Partner's or the 
Affiliate's interest cost or where the interest to be charged exceeds 
that which would be charged to the Partnership (without reference to 
the Managing General Partner's or the Affiliate's financial abilities 
or guarantees) by unrelated lenders, on comparable loans for the same 
purpose, and neither the Managing General Partner nor any Affiliate 
shall receive points or other financing charges or fees, regardless of 
the amount, although the actual amount of such charges incurred from 
third-party lenders may be reimbursed to the Managing General Partner 
or the Affiliate.

4.03(d)(9).  Farmouts. The Partnership shall not Farmout its Leases.

4.03(d)(10).  Compensating Balances. Neither the Managing General 
Partner nor any Affiliate shall use the Partnership's funds as 
compensating balances for its own benefit.

4.03(d)(11).  Future Production. Neither the Managing General Partner 
nor any Affiliate shall commit the future production of a well 
developed by the Partnership exclusively for its own benefit.

4.03(d)(12).  Marketing Arrangements. All benefits from marketing 
arrangements or other relationships affecting property of the Managing 
General Partner or its Affiliates and the Partnership shall be fairly 
and equitably apportioned according to the respective interests of each 
in such property.  The Managing General Partner shall treat all wells 
in a geographic area equally concerning to whom and at what price the 
Partnership's gas will be sold and to whom and at what price the gas of 
other oil and gas Programs which the Managing General Partner has 
sponsored or will sponsor will be sold. The Managing General Partner 
calculates a weighted average selling price for all of the gas sold in 
a geographic area by taking all money received from the sale of all of 
the gas sold to its customers in a geographic area and dividing by the 
volume of all gas sold from the wells in that geographic area.  
Notwithstanding, the Managing General Partner and its Affiliates are 
parties to, and contract for, the sale of natural gas with industrial 
end-users and will continue to enter into such contracts on their own 
behalf, and the Partnership will not be a party to such contracts.  The 
Managing General Partner and its Affiliates also have a substantial 
interest in certain pipeline facilities and compression facilities 
which access interstate pipeline systems, which it is anticipated will 
be used to transport the Partnership's gas production as well as 
Affiliated partnership and third-party gas production, and the 
Partnership will not receive any interest in the Managing General 
Partner's and its Affiliates' pipeline or gathering system or 
compression facilities.

4.03(d)(13).  Advance Payments. Advance payments by the Partnership to 
the Managing General Partner and its Affiliates are prohibited, except 
where advance payments are required to secure the tax benefits of 
prepaid drilling costs and for a business purpose. These advance 
payments, if any, shall not include nonrefundable payments for 
completion costs prior to the time that a decision was made that the 
well or wells warrant a completion attempt.

4.03(d)(14).  No Rebates. No rebates or give-ups may be received by the 
Managing General Partner or any Affiliate nor may the Managing General 
Partner or any Affiliate participate in any reciprocal business 
arrangements which would circumvent these guidelines.

4.03(d)(15).  Participation in Other Partnerships. If the Partnership 
participates in other partnerships or joint ventures (multi-tier 
arrangements), the terms of any such arrangements shall not result in 
the circumvention of any of the requirements or prohibitions contained 
in this Agreement, including the following: (i) there shall be no 
duplication or increase in organization and offering expenses, the 
Managing General Partner's compensation, Partnership expenses or other 
fees and costs; (ii) there shall be no substantive alteration in the 
fiduciary and contractual relationship between the Managing General 
Partner and the Participants; and (iii) there shall be no diminishment 
in the voting rights of the Participants.

4.03(d)(16).  Roll-Up Limitations. In connection with a proposed 
Roll-Up, the following shall apply:

(a)     An appraisal of all Partnership assets shall be obtained 
from a competent Independent Expert.  If the  appraisal will be 
included in a prospectus used to offer securities of a Roll-Up 
Entity, the appraisal shall be filed with the Securities and 
Exchange Commission and the Administrator as an exhibit to the 
registration statement for the offering. Accordingly, an issuer 
using the appraisal shall be subject to liability for violation 
of Section 11 of the Securities Act of 1933 and comparable 
provisions under state law for any material misrepresentations 
or material omissions in the appraisal. Partnership assets shall 
be appraised on a consistent basis. The appraisal shall be based 
on all relevant information, including current reserve estimates 
prepared by an independent petroleum consultant, and shall 
indicate the value of the Partnership's assets as of a date 
immediately prior to the announcement of the proposed Roll-Up 
transaction. The appraisal shall assume an orderly liquidation 
of the Partnership's assets over a twelve month period. The 
terms of the engagement of the Independent Expert shall clearly 
state that the engagement is for the benefit of the Partnership 
and the Participants. A summary of the independent appraisal, 
indicating all material assumptions underlying the appraisal, 
shall be included in a report to the Participants in connection 
with a proposed Roll-Up.

(b)     In connection with a proposed Roll-Up, Participants who 
vote "no" on the proposal shall be offered the choice of:

(1)     accepting the securities of the Roll-Up Entity offered 
in the proposed Roll-Up;

(2)     remaining as Participants in the Partnership and 
preserving their interests therein on the same terms and 
conditions as existed previously; or

(3)     receiving cash in an amount equal to the Participants' 
pro rata share of the appraised value of the net assets of 
the Partnership.

(c)     The Partnership shall not participate in any proposed 
Roll-Up which, if approved, would result in the diminishment of 
any Participant's voting rights under the Roll-Up Entity's 
chartering agreement. In no event shall the democracy rights of 
Participants in the Roll-Up Entity be less than those provided 
for under 4.03(c) and 4.03(c)(1) of this Agreement. If the 
Roll-Up Entity is a corporation, the democracy rights of 
Participants shall correspond to the democracy rights provided 
for in this Agreement to the greatest extent possible.

(d)     The Partnership shall not participate in any proposed 
Roll-Up transaction which includes provisions which would 
operate to materially impede or frustrate the accumulation of 
shares by any purchaser of the securities of the Roll-Up Entity 
(except to the minimum extent necessary to preserve the tax 
status of the Roll-Up Entity); nor shall the Partnership 
participate in any proposed Roll-Up transaction which would 
limit the ability of a Participant to exercise the voting rights 
of its securities of the Roll-Up Entity on the basis of the 
number of Units held by that Participant.

(e)     The Partnership shall not participate in a Roll-Up in which 
Participants' rights of access to the records of the Roll-Up 
Entity will be less than those provided for under 4.03(b)(5) 
and 4.03(b)(6) of this Agreement.

(f)     The Partnership shall not participate in any proposed 
Roll-Up transaction in which any of the costs of the transaction 
would be borne by the Partnership if less than 75% in interest 
of the Participants vote to approve the proposed Roll-Up.

(g)     The Partnership shall not participate in a Roll-Up 
transaction unless the Roll-Up transaction is approved by 
Participants whose Agreed Subscriptions equal 75% of the 
Partnership Subscription.

4.03(d)(17).  Disclosure of Binding Agreements. Any agreement or 
arrangement which binds the Partnership must be disclosed in the 
Prospectus.


4.03(d)(18) Fair and Reasonable.   Neither the Managing General Partner 
nor any Affiliate will sell, transfer, or convey any property to or 
purchase any property from the Partnership, directly or indirectly, 
except pursuant to transactions that are fair and reasonable, nor take 
any action with respect to the assets or property of the Partnership 
which does not primarily benefit the Partnership.

4.04.  Designation, Compensation and Removal of Managing General 
Partner and Removal of Operator.

4.04(a).  Managing General Partner.

4.04(a)(1).  Term of Service. Atlas shall serve as the Managing General 
Partner of the Partnership until it is removed pursuant to 4.04(a)(3).

4.04(a)(2).  Compensation of Managing General Partner. Charges by the 
Managing General Partner for goods and services must be fully 
supportable as to the necessity thereof and the reasonableness of the 
amount charged. All actual and necessary expenses incurred by the 
Partnership may be paid out of the Partnership Subscription and out of 
Partnership revenues.

In addition to the compensation set forth in 4.01(a)(3) and 
4.02(d)(1) Atlas, as Managing General Partner, and its Affiliates shall 
be reimbursed for all Direct Costs and credited pursuant to 5.01(a) 
for Organization and Offering Costs not exceeding 15% of the 
Partnership Subscription; provided, however, Direct Costs shall be 
billed directly to and paid by the Partnership to the extent 
practicable. In addition, subject to the above paragraph, Atlas shall 
receive an unaccountable, fixed payment reimbursement for its 
Administrative Costs of $75 per well per month, which shall be 
proportionately reduced to the extent the Partnership acquires less 
than 100% of the Working Interest in the well. The unaccountable, fixed 
payment reimbursement of $75 per well per month shall not be increased 
in amount during the term of the Partnership. Further, Atlas, as 
Managing General Partner, shall not be reimbursed for any additional 
Partnership Administrative Costs and the unaccountable, fixed payment 
reimbursement of $75 per well per month shall be the entire payment to 
reimburse Atlas for the Partnership's Administrative Costs. Finally, 
Atlas, as Managing General Partner, shall not receive the 
unaccountable, fixed payment reimbursement of $75 per well per month 
for plugged or abandoned wells.

Atlas and its Affiliates shall also receive a combined transportation 
and marketing fee at a competitive rate for transporting and marketing 
the Partnership's gas.

The Dealer-Manager will receive from the Partnership on each Unit sold 
to investors, a 2.5% Dealer-Manager fee, a 7.5% Sales Commission and a 
 .5% reimbursement of the Selling Agents' bona fide accountable due 
diligence expenses.

The Managing General Partner and its Affiliates may enter into 
transactions pursuant to 4.03(d)(7) and shall be entitled to 
compensation pursuant to such section. In addition, the Managing 
General Partner and its Affiliates shall receive compensation as set 
forth in the Drilling and Operating Agreement.

4.04(a)(3).  Removal of Managing General Partner. The Managing General 
Partner may be removed and a new Managing General Partner or Managing 
General Partners may be substituted at any time upon sixty days advance 
written notice to the outgoing Managing General Partner, by the 
affirmative vote of Participants whose Agreed Subscriptions equal a 
majority of the Partnership Subscription. Should Participants vote to 
remove the Managing General Partner from the Partnership, Participants 
must elect by an affirmative vote of Participants whose Agreed 
Subscriptions equal a majority of the Partnership Subscription either 
to terminate, dissolve and wind up the Partnership or to continue as a 
successor limited partnership under all the terms of this Partnership 
Agreement, as provided in 7.01(c). If the Participants elect to 
continue as a successor limited partnership, the Managing General 
Partner shall not be removed until a substituted Managing General 
Partner has been selected by an affirmative vote of Participants whose 
Agreed Subscriptions equal a majority of the Partnership Subscription 
and installed as such.

In the event the Managing General Partner is removed, the Managing 
General Partner's interest in the Partnership shall be determined by 
appraisal by a qualified Independent Expert selected by mutual 
agreement between the removed Managing General Partner and the incoming 
Managing General Partner, such appraisal to take into account an 
appropriate discount, to reflect the risk of recovery of oil and gas 
reserves, but not less than that utilized in the most recent repurchase 
offer, if any. The cost of such appraisal shall be borne equally by the 
removed Managing General Partner and the Partnership. The incoming 
Managing General Partner shall have the option to purchase 20% of the 
removed Managing General Partner's interest for the value determined by 
the Independent Expert.


The method of payment for such interest must be fair and must protect 
the solvency and liquidity of the Partnership. Where the termination is 
voluntary, the method of payment shall be a non-interest bearing 
unsecured promissory note with principal payable, if at all, from 
distributions which the Managing General Partner otherwise would have 
received under the Partnership Agreement had the Managing General 
Partner not been terminated. Where the termination is involuntary, the 
method of payment shall be an interest bearing promissory note coming 
due in no less than five years with equal installments each year. The 
interest rate shall be that charged on comparable loans. The removed 
Managing General Partner, at the time of its removal shall cause, to 
the extent it is legally possible, its successor to be transferred or 
assigned all its rights, obligations and interests as Managing General 
Partner of the Partnership in contracts entered into by it on behalf of 
the Partnership. In any event, the removed Managing General Partner 
shall cause its rights, obligations and interests as Managing General 
Partner of the Partnership in any such contract to terminate at the 
time of its removal. Notwithstanding any other provision in this 
Agreement, the Partnership or the successor Managing General Partner 
shall not be a party to any gas purchase agreement that Atlas or its 
Affiliates enters into with a third party and shall not have any rights 
pursuant to such gas purchase agreement. Further, the Partnership or 
the successor Managing General Partner shall not receive any interest 
in Atlas' and its Affiliates' pipeline or gathering system or 
compression facilities.

At any time commencing ten years after the Offering Termination Date of 
the Partnership and the Partnership's primary drilling activities, the 
Managing General Partner may voluntarily withdraw as Managing General 
Partner upon giving 120 days' written notice of withdrawal to the 
Participants and its interest in the Partnership shall be determined as 
provided above with respect to removal. Such interest shall be 
distributed to the Managing General Partner as described above with 
respect to voluntary removal, subject to the option of any successor 
Managing General Partner to purchase 20% of such interest at the value 
determined as described above with respect to removal.

The Managing General Partner has the right at any time to withdraw a 
property interest held by the Partnership in the form of a Working 
Interest in the Partnership Wells equal to or less than its respective 
interest in the revenues of the Partnership pursuant to the conditions 
set forth in 6.03. The Managing General Partner shall fully indemnify 
the Partnership against any additional expenses which may result from a 
partial withdrawal of its interests and such withdrawal may not result 
in a greater amount of Direct Costs or Administrative Costs being 
allocated to the Participants. The expenses of withdrawing shall be 
borne by the withdrawing Managing General Partner.

4.04(a)(4).  Removal of Operator. The Operator may be removed and a new 
Operator may be substituted at any time upon 60 days advance written 
notice to the outgoing Operator by the Managing General Partner acting 
on behalf of the Partnership upon the affirmative vote of Participants 
whose Agreed Subscriptions equal a majority of the Partnership 
Subscription. The Operator shall not be removed until a substituted 
Operator has been selected by an affirmative vote of Participants whose 
Agreed Subscriptions equal a majority of the Partnership Subscription 
and installed as such.

4.05.  Indemnification and Exoneration.

4.05(a).  General Standards. The Managing General Partner, the Operator 
and their Affiliates shall have no liability whatsoever to the 
Partnership or to any Participant for any loss suffered by the 
Partnership or Participants which arises out of any action or inaction 
of the Managing General Partner, the Operator or their Affiliates if 
the Managing General Partner, the Operator and their Affiliates, 
determined in good faith that such course of conduct was in the best 
interest of the Partnership, the Managing General Partner, the Operator 
and their Affiliates were acting on behalf of or performing services 
for the Partnership and such course of conduct did not constitute 
negligence or misconduct of the Managing General Partner, the Operator 
or their Affiliates.

The Managing General Partner, the Operator and their Affiliates shall 
be indemnified by the Partnership against any losses, judgments, 
liabilities, expenses and amounts paid in settlement of any claims 
sustained by them in connection with the Partnership, provided that the 
Managing General Partner, the Operator and their Affiliates determined 
in good faith that the course of conduct which caused the loss or 
liability was in the best interest of the Partnership, the Managing 
General Partner, the Operator and their Affiliates were acting on 
behalf of or performing services for the Partnership and such course of 
conduct was not the result of negligence or misconduct of the Managing 
General Partner, the Operator or their Affiliates.

Provided, however, payments arising from such indemnification or 
agreement to hold harmless are recoverable only out of the tangible net 
assets of the Partnership, including any insurance proceeds.

Notwithstanding anything to the contrary contained in the above, the 
Managing General Partner, the Operator and their Affiliates and any 
person acting as a broker-dealer shall not be indemnified for any 
losses, liabilities or expenses arising from or out of an alleged 
violation of federal or state securities laws by such party unless (1) 
there has been a successful adjudication on the merits of each count 
involving alleged securities law violations as to the particular  
indemnitee; (2) such claims have been dismissed with prejudice on the 
merits by a court of competent jurisdiction as to the particular 
indemnitee, or (3) a court of competent jurisdiction approves a 
settlement of the claims against a particular indemnitee and finds that 
indemnification of the settlement and the related costs should be made, 
and the court considering the request for indemnification has been 
advised of the position of the Securities and Exchange Commission, the 
Massachusetts Securities Division, and the position of any state 
securities regulatory authority in which plaintiffs claim they were 
offered or sold Partnership Units, with respect to the issue of 
indemnification for violation of securities laws.

The advancement of Partnership funds to the Managing General Partner or 
its Affiliates for legal expenses and other costs incurred as a result 
of any legal action for which indemnification is being sought is 
permissible only if the Partnership has adequate funds available and 
the following conditions are satisfied: (1) the legal action relates to 
acts or omissions with respect to the performance of duties or services 
on behalf of the Partnership; (2) the legal action is initiated by a 
third party who is not a Participant, or the legal action is initiated 
by a Participant and a court of competent jurisdiction specifically 
approves such advancement; and (3) the Managing General Partner or its 
Affiliates undertake to repay the advanced funds to the Partnership, 
together with the applicable legal rate of interest thereon, in cases 
in which such party is found not to be entitled to indemnification.

The Partnership shall not bear the cost of that portion of insurance 
which insures the Managing General Partner, the Operator or their 
Affiliates for any liability for which the Managing General Partner, 
the Operator or their Affiliates could not be indemnified pursuant to 
the first two paragraphs of this .05(a).

4.05(b).  Liability of Partners. Pursuant to the Pennsylvania Revised 
Uniform Limited Partnership Act the Investor General Partners are 
liable jointly and severally for all liabilities and obligations of the 
Partnership. Notwithstanding the foregoing, as among themselves, the 
Investor General Partners hereby agree that each shall be solely and 
individually responsible only for his pro rata share of the liabilities 
and obligations of the Partnership. In addition, Atlas and Atlas Group 
agree to use their corporate assets and not the assets of the 
Partnership to indemnify each of the Investor General Partners against 
all Partnership related liabilities which exceed such Investor General 
Partner's interest in the undistributed net assets of the Partnership 
and insurance proceeds, if any. Further, Atlas and Atlas Group agree to 
indemnify each Investor General Partner against any personal liability 
as a result of the unauthorized acts of another Investor General 
Partner. Upon such indemnification by Atlas and Atlas Group, each 
Investor General Partner who has been indemnified shall and does hereby 
transfer and  subrogate his rights for contribution from or against any 
other Investor General Partner to Atlas and/or Atlas Group.

4.05(c).  Order of Payment. Claims shall be paid first out of any 
insurance proceeds, next out of the assets and revenues of the 
Partnership, and finally by the Managing General Partner as provided in 
3.05(b) and 4.05(b).  No Limited Partner shall be required to 
reimburse the Managing General Partner, the Operator or their 
Affiliates or the Investor General Partners for any liability in excess 
of his agreed Capital Contribution, except for a liability resulting 
from such Limited Partner's unauthorized participation in Partnership 
management, or from some other breach by such Limited Partner of this 
Agreement.

4.05(d).  Authorized Transactions. No transaction entered into or 
action taken by the Partnership or the Managing General Partner, the 
Operator or their Affiliates, which is authorized by this Agreement to 
be entered into or taken with such party shall be deemed a breach of 
any obligation owed by the Managing General Partner, the Operator or 
their Affiliates to the Partnership or the Participants.

4.06.  Other Activities. The Managing General Partner, the Operator and 
their Affiliates are now engaged, and will engage in the future, for 
their own account and for the account of others, including other 
investors, in all aspects of the oil and gas business, including, 
without limitation, the evaluation, acquisition and sale of producing 
and  nonproducing Leases, and the exploration for and production of 
oil, gas, and other minerals. The Managing General Partner is required 
to devote only so much of its time as is necessary to manage the 
affairs of the Partnership. Except as expressly provided to the 
contrary in this Agreement, and subject to fiduciary duties, such 
parties may continue such activities, or initiate further such 
activities, individually, jointly with others, or as a part of any 
other limited or general partnership, tax partnership, joint venture, 
or other entity or activity to which they are or may become a party, in 
any locale and in the same fields, areas of operation or prospects in 
which the Partnership may likewise be active; may reserve partial 
interests in Leases being assigned to the Partnership or any other 
interests not expressly prohibited by this Agreement; may deal with the 
Partnership as independent parties or through any other entity in which 
they may be interested; may conduct business with the Partnership as 
set forth herein; may participate in such other investor operations, as 
investors or otherwise; and shall not be required to permit the 
Partnership or the Participants to participate in any such operations 
in which they may be interested or share in any profits or other 
benefits therefrom. However, except as otherwise provided herein, the 
Managing General Partner and any of its Affiliates may pursue business 
opportunities that are consistent with the Partnership's investment 
objectives for their own account only after they have determined that 
such opportunity either cannot be pursued by the Partnership because of 
insufficient funds or because it is not appropriate for the Partnership 
under the existing circumstances. Atlas or its Affiliates may manage 
multiple programs simultaneously. Notwithstanding any other provision 
in this Agreement, the Partnership shall not be a party to any gas 
supply agreement that Atlas or its Affiliates enters into with a third 
party and shall not have any rights pursuant to such gas supply 
agreement. Further, the Partnership shall not receive any interest in 
Atlas' and its Affiliates' pipeline or gathering system or compression 
facilities.

                            ARTICLE V
                PARTICIPATION IN COSTS AND REVENUES,
            CAPITAL ACCOUNTS, ELECTIONS AND DISTRIBUTIONS

5.01.  Participation in Costs and Revenues. Except as otherwise 
provided in this Agreement, costs and revenues shall be charged and 
credited to the Managing General Partner and the Participants as set 
forth in this 5.01 and its subsections.

5.01(a).  Costs. Costs shall be charged as follows:

(1)     Organization and Offering Costs shall be charged 100% to 
the Managing General Partner. For purposes of sharing in 
revenues, pursuant to 5.01(b)(4), the Managing General Partner 
shall be credited with Organization and Offering Costs up to and 
including 15% of the Partnership Subscription which were paid by 
the Managing General Partner.  Notwithstanding, Organization and 
Offering Costs in excess of 15% of the Partnership Subscription 
shall be charged 100% to the Managing General Partner without 
recourse to the Partnership and the Managing General Partner 
shall not be credited with such amounts towards its required 
Capital Contribution.

(2)     Intangible Drilling Costs shall be charged 100% to the 
Participants.

(3)     Tangible Costs shall be charged 14% to the Managing General 
Partner and 86% to the Participants.

(4)     Operating Costs, Direct Costs, Administrative Costs and all 
other Partnership costs not specifically allocated shall be 
charged 75% to the Participants and 25% to the Managing General 
Partner. Provided, however, in the event a portion of the 
Managing General Partner's Partnership Net Production Revenues 
are subordinated pursuant to 5.01(b)(4), all such Operating 
Costs, Direct Costs, Administrative Costs and all other 
Partnership costs not specifically allocated shall be charged 
between the Managing General Partner and the Participants in the 
same ratio as the related production revenues are being 
credited.

Intangible Drilling Costs and the Participants' share of Tangible Costs 
of a well or wells to be drilled and completed with the proceeds of a 
Partnership closing shall be charged 100% to the Participants who are 
admitted to the Partnership in such closing and shall not be 
reallocated to take into account other Partnership closings.  Although 
the proceeds of each Partnership closing will be used to pay the costs 
of drilling different wells, each Participant will pay the same amount 
of such costs regardless of when he subscribes.

5.01(b).  Revenues. Revenues of the Partnership from all sources and 
wells shall be commingled and credited as follows: 

(1)     If the Partners' Capital Accounts are adjusted to reflect 
the simulated depletion of an oil or gas property of the 
Partnership, the portion of the total amount realized by the 
Partnership upon the taxable disposition of such property that 
represents recovery of its simulated tax basis therein shall be 
allocated to the Partners in the same proportion as the 
aggregate adjusted tax basis of such property was allocated to 
such Partners (or their predecessors in interest).  If the 
Partners' Capital Accounts are adjusted to reflect the actual 
depletion of an oil or gas property of the Partnership, the 
portion of the total amount realized by the Partnership upon the 
taxable disposition of such property that equals the Partners' 
aggregate remaining adjusted tax basis therein shall be 
allocated to the Partners in proportion to their respective 
remaining adjusted tax bases in such property. Thereafter, any 
excess shall be allocated to Atlas in an amount equal to the 
difference between the fair market value of the Lease at the 
time it was contributed to the Partnership and its simulated or 
actual adjusted tax basis at such time. Finally, any excess 
shall be credited to the parties in accordance with the sharing 
ratios provided in (4), below. In the event of a sale of 
developed oil and gas properties with equipment thereon, the 
Managing General Partner may make any reasonable allocation of 
proceeds between the equipment and the Leases.

(2)     Interest earned on Agreed Subscriptions before the Offering 
Termination Date pursuant to 3.05(b) shall be credited to the 
accounts of the respective subscribers who paid such 
subscriptions to the Partnership and paid approximately eight 
weeks after the Offering Termination Date. After the Offering 
Termination Date and until proceeds from the offering are 
invested in the Partnership's oil and gas operations, any 
interest income from temporary investments shall be allocated 
pro rata to the Participants providing such Agreed 
Subscriptions. All other interest income, including interest 
earned on the deposit of production revenues, shall be credited 
as provided in (4), below.

(3)     Proceeds from the sale or disposition of equipment shall be 
credited to the parties charged with the costs of such equipment 
in the ratio in which such costs were charged.

(4)     All other revenues of the Partnership shall be credited 75% 
to the Participants and 25% to the Managing General Partner. 
Notwithstanding, the Managing General Partner shall subordinate 
a part of its Partnership production revenues in an amount up to 
10% of the Partnership's Net Production Revenues  (which are net 
of the related costs as provided in 5.01(a)(4)), to the receipt 
by Participants of cash distributions from the Partnership equal 
to 10% of their Agreed Subscriptions in each of the first five 
twelve-month periods of Partnership operations  commencing with 
the first distribution of revenues to the Participants.  In this 
regard, however, the Managing General Partner shall not 
subordinate an amount greater than 10% of the Partnership's 
production revenues net of the related costs as provided in 
5.01(a)(4) in any such distribution period. The subordination 
shall be determined by:

(i)     carrying forward to subsequent twelve-month periods the 
amount, if any,  by which cumulative cash distributions to 
Participants (including any subordination payments) are less 
than 10% of Participants' Agreed Subscriptions in the first 
twelve-month period, 20% of Participants' Agreed 
Subscriptions  in the second twelve-month period, 30% of 
Participants' Agreed Subscriptions  in the third twelve-
month period, or 40% of Participants' Agreed Subscriptions 
in the fourth twelve-month period (no carry forward is 
required if such distributions are less than 50% of 
Participants' Agreed Subscriptions in the fifth twelve-month 
period because the Managing General Partner's subordination 
obligation terminates upon the expiration of the fifth 
twelve-month period) ; and 

(ii)     reimbursing the Managing General Partner for any 
previous subordination payments to the extent cumulative 
cash distributions to Participants (including any 
subordination payments) would exceed 10% of Participants' 
Agreed Subscriptions in the first twelve-month period, 20% 
of Participants' Agreed Subscriptions in the second twelve-
month period, 30% of  Participants' Agreed Subscriptions in 
the third twelve-month period, 40% of Participants' Agreed 
Subscriptions in the fourth twelve-month period, or 50% of 
Participants' Agreed Subscriptions in the fifth twelve-month 
period. 

The Managing General Partner's subordination obligation shall be 
determined and paid at the time of each Partnership distribution during 
the subordination period, and may be prorated in the Managing General 
Partner's discretion (e.g. in the case of a quarterly distribution, the 
Managing General Partner will not have any subordination obligation if 
the distributions to Participants equal 2.5% or more of their Agreed 
Subscriptions assuming there is no subordination owed for any preceding 
periods).  The Managing General Partner shall not be required to return 
Partnership distributions previously received by it, even though a 
subordination obligation arises subsequent to such distributions, and 
no subordination payments to Participants or reimbursements to the 
Managing General Partner shall be made after the expiration of the 
fifth  twelve-month subordination period. Subject to the foregoing 
provisions of this 5.01(b)(4), only Partnership revenues in the 
current distribution period shall be debited or credited to the 
Managing General Partner as may be necessary to provide, to the extent 
possible, such distributions to the Participants and reimbursements to 
the Managing General Partner.

The revenues from all Partnership wells will be commingled, so 
regardless of when a Participant subscribes he will share in the 
revenues from all wells on the same basis as the other Participants.

5.01(c).  Allocations.

5.01(c)(1).  Allocations among Participants. Except as provided 
otherwise in this Agreement, costs and revenues shared or credited to 
the Participants as a group shall be allocated among the Participants 
(including the Managing General Partner to the extent of any optional 
subscription pursuant to 3.03(b)(2)) in the ratio of their respective 
Agreed Subscriptions.

5.01(c)(2).  Costs and Revenues Not Directly Allocable to a Partnership 
Well. Costs and revenues not directly allocable to a particular 
Partnership Well or additional operation shall be allocated among the 
Partnership Wells or additional operations in any manner the Managing 
General Partner in its reasonable discretion, shall select, and shall 
then be charged or credited in the same manner as costs or revenues 
directly applicable to such Partnership Well or additional operation 
are being charged or credited.

5.01(c)(3).  Discretion in Making Allocations. In determining the 
proper method of allocating charges or credits among the parties, or in 
making any other allocations hereunder, the Managing General Partner 
may adopt any method of allocation which it, in its reasonable 
discretion, selects, if, in its sole discretion based on advice from 
its legal counsel or accountants, a revision to such allocations is 
required for such allocations to be recognized for federal income tax 
purposes either because of the promulgation of Treasury Regulations or 
other developments in the tax law. Any new allocation provisions shall 
be provided by an amendment to this Agreement and shall be made in a 
manner that would result in the most favorable aggregate consequences 
to the Participants as nearly as possible consistent with the original 
allocations described herein.

5.02.  Capital Accounts and Allocations Thereto.

5.02(a).  Capital Accounts. A single, separate Capital Account shall be 
established for each party to this Agreement, regardless of the number 
of interests owned by such party, the class of the interests and the 
time or manner in which such interests were acquired.

5.02(b).  Charges and Credits. Except as otherwise provided in this 
Agreement, the Capital Account of each party shall be determined and 
maintained in accordance with Treas. Reg. 1.704-l(b)(2)(iv) and shall 
be increased by: (i) the amount of money contributed by him to the 
Partnership; (ii) the fair market value of property contributed by him 
(without regard to7701(g) of the Code) to the Partnership (net of 
liabilities secured by the contributed property that the Partnership is 
considered to assume or take subject to under 752 of the Code); and 
(iii) allocations to him of Partnership income and gain (or items 
thereof), including income and gain exempt from tax and income and gain 
described in Treas. Reg. 1.704-l(b)(2)(iv)(g), but excluding income 
and gain described in Treas. Reg. 1.704-l(b)(4)(i); and shall be 
decreased by (iv) the amount of money distributed to him by the 
Partnership; (v) the fair market value of property distributed to him 
(without regard to 7701(g) of the Code) by the Partnership (net of 
liabilities secured by the distributed property that he is considered 
to assume or take subject to under 752 of the Code); (vi) allocations 
to him of Partnership expenditures described in 705(a)(2)(B) of the 
Code; and (vii) allocations to him of Partnership loss and deduction 
(or items thereof), including loss and deduction described in Treas. 
Reg. 1.704-l(b)(2)(iv)(g), but excluding items described in (vi) 
above, and loss or deduction described in Treas. Reg. 1.704-l(b)(4)(i) 
or (iii). If Treas. Reg. 1.704-l(b)(2)(iv)fails to provide guidance, 
Capital Account adjustments shall be made in a manner that: (i) 
maintains equality between the aggregate governing Capital Accounts of 
the Partners and the amount of Partnership capital reflected on the 
Partnership's balance sheet, as computed for book purposes; (ii) is 
consistent with the underlying economic arrangement of the Partners; 
and (iii) is based, wherever practicable, on federal tax accounting 
principles.

5.02(c).  Payments to the Managing General Partner. The Capital Account 
of the Managing General Partner shall be reduced by payments to it 
pursuant to 4.04(a)(2) only to the extent of the Managing General 
Partner's distributive share of any Partnership deduction, loss, or 
other downward Capital Account adjustment resulting from such payments.

5.02(d).  Discretion of Managing General Partner. Notwithstanding any 
other provisions of this Agreement, the method of maintaining Capital 
Accounts may be changed from time to time, in the discretion of the 
Managing General Partner, to take into consideration 704 and other 
provisions of the Code and such rules, regulations and interpretations 
relating thereto as may exist from time to time.

5.02(e).  Revaluations of Property. In the discretion of the Managing 
General Partner the Capital Accounts of the Partners may be increased 
or decreased to reflect a revaluation of Partnership property, 
including intangible assets such as goodwill, (on a 
property-by-property basis except as otherwise permitted under 704(c) 
of the Code and the regulations thereunder) on the Partnership's books, 
in accordance with Treas. Reg. 1.704-l(b)(2)(iv)(f).

5.02(f).  Amount of Book Items. In cases where 704(c) of the Code or 
5.02(e) applies, Capital Accounts shall be adjusted in accordance with 
Treas. Reg. 1.704-l(b)(2)(iv)(g) for allocations of depreciation, 
depletion, amortization and gain and loss, as computed for book 
purposes, with respect to such property.

5.03.  Allocation of Income, Deductions and Credits.

5.03(a).  In General. To the extent permitted by law and except as 
otherwise provided in this Agreement, all deductions and credits, 
including, but not limited to, intangible drilling and development 
costs and depreciation, shall be allocated to the party who has been 
charged with the expenditure giving rise to such deductions and 
credits; and to the extent permitted by law, such parties shall be 
entitled to such deductions and credits in computing taxable income or 
tax liabilities to the exclusion of any other party. Except as 
otherwise provided in this Agreement, all items of income and gain, 
including gain on disposition of assets, shall be allocated in 
accordance with the related revenue allocations set forth in 5.01(b) 
and its subsections.

5.03(b).  Tax Basis. Subject to 704(c) of the Code, the tax basis of 
each oil and gas property for computation of cost depletion and gain or 
loss on disposition shall be allocated and reallocated when necessary 
based upon the capital interest in the Partnership as to such property 
and the capital interest in the Partnership for such purpose as to each 
property shall be considered to be owned by the parties hereto in the 
ratio in which the expenditure giving rise to the tax basis of such 
property has been charged as of the end of the year.

5.03(c).  Gain or Loss on Oil and Gas Properties. Each party shall 
separately compute its gain or loss on the disposition of each oil and 
gas property in accordance with the provisions of 613A(c)(7)D) of the 
Code, and the calculation of such gain or loss shall consider the 
party's adjusted basis in his property interest computed as provided in 
5.03(b) and the party's allocable share of the amount realized from 
the disposition of the property.

5.03(d).  Gain on Depreciable Property. Gain from each sale or other 
disposition of depreciable property shall be allocated to each party 
whose share of the proceeds from such sale or other disposition exceeds 
its contribution to the adjusted basis of the property in the ratio 
that such excess bears to the sum of the excesses of all parties having 
such an excess.

5.03(e).  Loss on Depreciable Property. Loss from each sale, 
abandonment or other disposition of depreciable property shall be 
allocated to each party whose contribution to the adjusted basis of the 
property exceeds its share of the proceeds from such sale, abandonment 
or other disposition in the proportion that such excess bears to the 
sum of the excesses of all parties having such an excess.

5.03(f).  Recapture. Any recapture treated as an increase in ordinary 
income by reason of 1245, 1250, or 1254 of the Code shall be 
allocated to the parties in the amounts in which such recaptured items 
were previously allocated to them; provided that to the extent 
recapture allocated to any party is in excess of such party's gain from 
the disposition of the property, such excess shall be allocated to the 
other parties but only to the extent of such other parties' gain from 
the disposition of the property.

5.03(g).  Tax Credits. If a Partnership expenditure (whether or not 
deductible) that gives rise to a tax credit in a Partnership taxable 
year also gives rise to valid allocations of Partnership loss or 
deduction (or other downward Capital Account adjustments) for such 
year, then the Partners' interests in the Partnership with respect to 
such credit (or the cost giving rise thereto) shall be in the same 
proportion as such Partners' respective distributive shares of such 
loss or deduction (and adjustments). Identical principles shall apply 
in determining the Partners' interests in the Partnership with respect 
to tax credits that arise from receipts of the Partnership (whether or 
not taxable).

5.03(h).  Deficit Capital Accounts and Qualified Income Offset. 
Notwithstanding any provisions of this Agreement to the contrary, an 
allocation of loss or deduction which would result in a Partner having 
a deficit Capital Account balance as of the end of the taxable year to 
which such allocation relates, if charged to such Partner, (to the 
extent such Partner is not required to restore such deficit to the 
Partnership), taking into account: (i) adjustments that, as of the end 
of such year, reasonably are expected to be made to such Partner's 
Capital Account for depletion allowances with respect to the 
Partnership's oil and gas properties; (ii) allocations of loss and 
deduction that, as of the end of such year, reasonably are expected to 
be made to such Partner pursuant to 704(e)(2) and 706(d) of the Code 
and Treas. Reg. 1.751-1(b)(2)(ii); and (iii) distributions that, as of 
the end of such year, reasonably are expected to be made to such 
Partner to the extent they exceed offsetting increases to such 
Partner's Capital Account (assuming for this purpose that the fair 
market value of Partnership property equals its adjusted tax basis) 
that reasonably are expected to occur during (or prior to) the 
Partnership taxable years in which such distributions reasonably are 
expected to be made, shall be charged to the Managing General Partner; 
provided further, the Managing General Partner shall be credited with 
an additional amount of Partnership income or gain equal to the amount 
of such loss or deduction as quickly as possible (to the extent such 
chargeback does not cause or increase deficit balances in the Partners' 
Capital Accounts which are not required to be restored to the 
Partnership). Notwithstanding any provisions of this Agreement to the 
contrary, if such Partner unexpectedly receives an adjustment, 
allocation, or distribution described in (i), (ii), or (iii) above, or 
any other distribution, which causes or increases a deficit balance in 
such Partner's Capital Account which is not required to be restored to 
the Partnership, such Partner shall be allocated items of income and 
gain (consisting of a pro rata portion of each item of Partnership 
income, including gross income, and gain for such year) in an amount 
and manner sufficient to eliminate such deficit balance as quickly as 
possible.

5.03(i).  Partners' Allocable Shares. Except as otherwise provided in 
this Agreement, each Partner's allocable share of Partnership income, 
gain, loss, deductions and credits shall be determined by the use of 
any method prescribed or permitted by the Secretary of the Treasury by 
regulations or other guidelines and selected by the Managing General 
Partner which takes into account the varying interests of the Partners 
in the Partnership during the taxable year. In the absence of such 
regulations or guidelines, except as otherwise provided in this 
Agreement, such allocable share shall be based on actual income, gain, 
loss, deductions and credits economically accrued each day during the 
taxable year in proportion to each Partner's varying interest in the 
Partnership on each day during the taxable year.

5.04.  Elections.

5.04(a).  Intangibles Election. The Partnership's federal income tax 
return shall be made in accordance with an election under the option 
granted by the Code to deduct intangible drilling and development 
costs.

5.04(b).  No Election Out of Subchapter K. No election shall be made by 
the Partnership, any Partner, or the Operator for the Partnership to be 
excluded from the application of the provisions of Subchapter K of the 
Code.

5.04(c).  Contingent Income. If it is determined that any taxable 
income results to any party by reason of its entitlement to a share of 
profits or revenues of the Partnership before such profit or revenue 
has been realized by the Partnership, the resulting deduction as well 
as any resulting gain, shall not enter into Partnership net income or 
loss but shall be separately allocated to such party.

5.04(d).  754 Election. In the event of the transfer of an interest in 
the Partnership, or upon the death of an individual party hereto, or in 
the event of the distribution of property to any party hereto, the 
Managing General Partner may choose for the Partnership to file an 
election in accordance with the applicable Treasury Regulations to 
cause the basis of the Partnership's assets to be adjusted for federal 
income tax purposes as provided by 734 and 743 of the Code.

5.05.  Distributions.

5.05(a).  In General. The Managing General Partner shall 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 shall distribute funds to the Managing General 
Partner and the Participants allocated to their accounts which the 
Managing General Partner deems unnecessary to retain by the 
Partnership. In no event, however, shall 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 such revenues and costs 
shall be made in accordance with generally accepted accounting 
principles, consistently applied. Cash distributions from the 
Partnership to the Managing General Partner shall only be made in 
conjunction with distributions to Participants and only out of funds 
properly allocated to the Managing General Partner's account.

At any time after three years from the date each Partnership Well is 
placed into production, the Managing General Partner shall have the 
right to deduct each month from the Partnership's proceeds of the sale 
of the production from the well up to $200 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 account for the benefit of the Partnership, and the 
total amount so retained and deposited shall not exceed the Managing 
General Partner's reasonable estimate of such costs.

5.05(b).  Distribution of Uncommitted Subscription Proceeds. Any net 
subscription proceeds not expended or committed for expenditure, as 
evidenced by a written agreement, by the Partnership within twelve 
months of the Offering Termination Date of the Partnership, except 
necessary operating capital, shall be distributed pro rata to the 
Participants in the ratio of their Agreed Subscriptions to the 
Partnership, as a return of capital and the Managing General Partner 
shall reimburse the Participants for the selling or other offering 
expenses allocable to the return of capital. For purposes of this 
subsection, "committed for expenditure" shall mean contracted for, 
actually earmarked for or allocated by the Managing General Partner to 
the Partnership's drilling operations, and "necessary operating 
capital" shall mean those funds which, in the opinion of the Managing 
General Partner, should remain on hand to assure continuing operation 
of the Partnership.

5.05(c).  Distributions on Winding Up. Upon the winding up of the 
Partnership distributions shall be made as provided in 7.02.

5.05(d).  Interest and Return of Capital. It is agreed among the 
parties hereto that no party shall under any circumstances be entitled 
to any interest on amounts retained by the Partnership, and that each 
Participant shall look only to his share of distributions, if any, from 
the Partnership for a return of his Capital Contribution.

ARTICLE VI
     TRANSFER OF INTERESTS

6.01.  Transferability.

6.01(a).  In General. In addition to other restrictions on 
transferability provided in this Agreement, interests in the 
Partnership (and any rights to income or other attributes of Units in 
the Partnership) shall be nontransferable except transfers to or with 
the consent of the Managing General Partner where the transfer of a 
Participant's interest is involved, and, except as otherwise provided 
in this Agreement, the consent of Participants whose Agreed 
Subscriptions equal a majority of the Partnership Subscription where a 
transfer by the Managing General Partner is involved. Unless an 
assignee becomes a substituted Partner in accordance with the 
provisions set forth below, he shall not be entitled to any of the 
rights granted to a Partner hereunder, other than the right to receive 
all or part of the share of the profits, losses, income, gain, credits 
and cash distributions or returns of capital to which his assignor 
would otherwise be entitled.

6.01(b).  Objections to Transfer. Failure to notify the transferring 
party of an objection to any proposed or completed transfer of the 
transferor's interest hereunder within thirty days following the 
receipt of notice thereof shall conclusively serve as a consent to such 
transfer.

6.01(c).  Conversion of Investor General Partner Units to Limited 
Partner Interests. After substantially all of the Partnership Wells 
have been drilled and completed the Managing General Partner shall file 
an amended certificate of limited partnership with the Secretary of 
State of the Commonwealth of Pennsylvania for the purpose of converting 
the Investor General Partner Units to Limited Partner interests. Upon 
such conversion the Investor General Partners shall be Limited Partners 
entitled to limited liability; however, they shall remain liable to the 
Partnership for any additional Capital Contribution required for their 
proportionate share of any Partnership obligation or liability arising 
prior to the conversion of their Units as provided in 3.05(b). Such 
conversion shall not affect the allocation to any Partner of any item 
of Partnership income, gain, loss, deduction or credit or other item of 
special tax significance (other than Partnership liabilities, if any) 
and shall not affect any Partner's interest in the Partnership's oil 
and gas properties and unrealized receivables.

Notwithstanding the foregoing, the Managing General Partner shall 
notify all Participants at least thirty days prior to the effective 
date of any adverse material change in the Partnership's insurance 
coverage. If the insurance coverage is to be materially reduced, the 
Investor General Partners shall have the right to convert their Units 
into Limited Partner interests prior to such reduction by giving 
written notice to the Managing General Partner.

6.02.  Special Restrictions on Transfers.

6.02(a).  In General. Only whole Units may be assigned unless the 
Participant owns less than a whole Unit, in which case his entire 
fractional interest must be assigned. The costs and expenses associated 
with the assignment must be paid by the assignor Partner and the 
assignment must be in a form satisfactory to the Managing General 
Partner. The terms of the assignment must not contravene those of this 
Agreement. Transfers of interest in the Partnership are subject to the 
following additional restrictions.

6.02(a)(1).  Securities Laws Restriction. Subject to transfers 
permitted by 6.04 and transfers by operation of law, no interest in 
the Partnership shall be sold, assigned, pledged, hypothecated or 
transferred in the absence of an effective registration of the Units 
under the Securities Act of 1933, as amended and qualification under 
applicable state securities laws or an opinion of counsel acceptable to 
the Managing General Partner that such registration and qualification 
are not required.  Transfers are also subject to any conditions 
contained in the Subscription Agreement and Exhibit (B) to the 
Prospectus.

6.02(a)(2).  Tax Law Restrictions. No sale, exchange, transfer or 
assignment shall be made which, in the opinion of counsel to the 
Partnership, would result in the Partnership being considered to have 
been terminated for purposes of Section 708 of the Code or would result 
in materially adverse tax consequences to the Partnership or the 
Partners.

6.02(a)(3).  Substitute Partner. An assignee of a Limited Partner's or 
Investor General Partner's interest in the Partnership shall become a 
substituted Limited Partner or Investor General Partner entitled to all 
the rights of a Limited Partner or Investor General Partner, as the 
case may be, if, and only if: (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 of the terms and provisions of this Agreement.  A 
substitute Limited Partner or Investor General Partner is entitled to 
all of the rights attributable to full ownership of the assigned Units 
including the right to vote.

6.02(b).  Effect of Transfer. The Partnership shall amend its records 
at least once each calendar quarter to effect the substitution of 
substituted Participants. Any transfer permitted hereunder where the 
assignee does not become a substituted Limited Partner or Investor 
General Partner shall be effective as of midnight of the last day of 
the calendar month in which it is made, or, at the Managing General 
Partner's election, 7:00 A.M. of the following day. No such transfer, 
including a transfer of less than all of a party's rights hereunder or 
the transfer of rights hereunder to more than one party, shall relieve 
the transferor of its responsibility for its proportionate part of any 
expenses, obligations and liabilities hereunder related to the interest 
so transferred, whether arising prior or subsequent to such transfer, 
nor shall any such transfer require an accounting by the Managing 
General Partner, or the granting of rights hereunder as between such 
parties and the remaining parties hereto, including the exercise of any 
elections hereunder, to more than one party unanimously designated by 
the transferees and, if he should have retained an interest hereunder, 
the transferor.

Until a proper designation acceptable to it is received by the Managing 
General Partner, it shall continue to account only to the person to 
whom it was furnishing notices prior to such time pursuant to 8.01 and 
its subsections; and such party shall continue to exercise all rights 
applicable to the entire interest previously owned by the transferor.

6.03.  Right of Managing General Partner to Hypothecate and/or Withdraw 
Its Interests. The Managing General Partner shall have the authority 
(without the consent of the Participants and without affecting the 
allocation of costs and revenues received or incurred hereunder), to 
hypothecate, pledge, or otherwise encumber, on any terms it sees fit, 
its Partnership interest (or an undivided interest in the assets of the 
Partnership equal to or less than its respective interest in the 
revenues of the Partnership) to obtain funds for use by it for its own 
general purposes. All repayments of such borrowings and costs and 
interest or other charges related thereto shall be borne and paid 
separately by the Managing General Partner; and in no event shall such 
repayments, costs, interest, or other charges be charged to the account 
of the Participants. In addition, subject to a required participation 
of not less than 1% of the Partnership Subscription, the Managing 
General Partner may withdraw a property interest held by the 
Partnership in the form of a Working Interest in the Partnership Wells 
equal to or less than its respective interest in the revenues of the 
Partnership if such withdrawal is necessary to satisfy the bona fide 
request of its creditors or approved by Participants whose Agreed 
Subscriptions equal a majority of the Partnership Subscription.

6.04.  Repurchase Obligation.

6.04(a).  In General. Participants shall have the right to present 
their interests to the Managing General Partner subject to the 
conditions and limitations set forth in this section. The Managing 
General Partner shall not purchase more than 5% of the Units in any 
calendar year and shall not purchase less than one Unit of a 
Participant's interests in the Partnership unless such lesser amount 
represents the entire amount of the Participant's interest. The 
Managing General Partner may waive these limitations in its sole 
discretion other than the limitation that it shall not purchase more 
than 5% of the Units in any calendar year. The Participant is not 
obligated to accept such repurchase offer.

The Managing General Partner shall offer to repurchase a Participant's 
interest in cash in every year beginning in 2001. The commencement of 
the offer must be made within 120 days of the reserve report set forth 
in 4.03(b)(3). A Participant may accept the repurchase offer by a 
written acceptance. No repurchase shall be considered effective until 
after the payment has been made to the Participant in cash. In 
addition, in accordance with Treas. Reg. 1.7704-1(f), no repurchase 
shall occur until at least 60 calendar days after the Participant 
notifies the Partnership in writing of the Participant's intention to 
exercise the repurchase right.

6.04(b). Independent Petroleum Consultant. The amount attributable to 
Partnership reserves shall be determined based upon the last reserve 
report of the Partnership prepared by the Managing General Partner and 
reviewed by the Independent Expert. The Managing General Partner shall 
estimate the present worth of future net revenues attributable to the 
Partnership's interest in the Proved Reserves, and in making this 
estimate, it shall employ a discount rate equal to 10%, use a constant 
price for the oil and base the price of gas upon the existing gas 
contracts at the time of the repurchase. The calculation of the 
repurchase price shall be as set forth in 6.04(c).

6.04(c).  Calculation of Repurchase Price. The purchase price shall be 
based upon the Participant's share of the net assets and liabilities of 
the Partnership and allocated pro rata to each Participant based upon 
his Agreed Subscription. The repurchase price shall include the sum of 
the following items:
(i)     an amount based on 70% of the present worth of future net 
revenues from the Partnership's Proved Reserves determined as 
described in 6.04(b);
(ii)     Partnership cash on hand;
(iii)     prepaid expenses and accounts receivable of the 
Partnership, less a reasonable amount for doubtful accounts; and
(iv)     the estimated market value of all assets of the 
Partnership, not separately specified above, determined in 
accordance with standard industry valuation procedures.
There shall be deducted from the foregoing sum the following items:
(i)     an amount equal to all Partnership debts, obligations, and 
other liabilities, including accrued expenses; and
(ii)     any distributions made to the Participants between the 
date of the request and the actual payment; provided, however, 
that if any cash distributed was derived from the sale, 
subsequent to the request, of oil, gas or other mineral 
production, or of a producing property owned by the Partnership, 
for purposes of determining the reduction of the purchase price, 
such distributions shall be discounted at the same rate used to 
take into account the risk factors employed to determine the 
present worth of the Partnership's Proved Reserves.

The purchase price may be further adjusted by the Managing General 
Partner for estimated changes therein from the date of such report to 
the date of payment of the purchase price to the Participants: (i) by 
reason of production or sales of, or additions to, reserves and lease 
and well equipment, sale or abandonment of Leases, and similar matters 
occurring prior to the request for repurchase, and (ii) by reason of 
any of the following occurring prior to payment of the purchase price 
to the selling Participants: changes in well performance, increases or 
decreases in the market price of oil, gas, or other minerals, revision 
of regulations relating to the importing of hydrocarbons, changes in 
income, ad valorem, and other tax laws (e.g. material variations in the 
provisions for depletion) and similar matters.

6.04(d).  Selection by Lot. If less than all interests presented at any 
time are to be purchased, the Participants whose interests are to be 
purchased will be selected by lot. The Managing General Partner's 
obligation to purchase such interests may be discharged for the benefit 
of the Managing General Partner by a third party or an Affiliate. The 
interests of the selling Participant will be transferred to the party 
who pays for it. A selling Participant will be required to deliver an 
executed assignment of his interest, together with such other 
documentation as the Managing General Partner may reasonably request.

6.04(e).  No Obligation of the Managing General Partner to Establish a 
Reserve. The Managing General Partner shall have no obligation to 
establish any reserve to satisfy the repurchase obligations under this 
section.

6.04(f).  Suspension of Repurchase Obligation. The Managing General 
Partner may suspend its repurchase obligation at any time if it does 
not have sufficient cash flow or is unable to borrow funds for such 
purpose on terms it deems reasonable, by so notifying the Participants. 
In addition, the Managing General Partner's repurchase obligation may 
be conditioned, in the Managing General Partner's sole discretion, on 
the Managing General Partner's receipt of an opinion of counsel that 
such transfers will not cause the Partnership to be treated as a 
"publicly traded partnership" under the Code. The Managing General 
Partner shall hold such repurchased Units for its own account and not 
for resale.

 
                               ARTICLE VII
                    DURATION, DISSOLUTION, AND WINDING UP

7.01.  Duration.

7.01(a).  Fifty Year Term. The Partnership shall continue in existence 
for a term of fifty years from the effective date of this Agreement 
unless sooner terminated as hereinafter set forth.

7.01(b).  Termination. The Partnership shall terminate following the 
occurrence of a Final Terminating Event, or upon the occurrence of any 
event which under the Pennsylvania Revised Uniform Limited Partnership 
Act causes the dissolution of a limited partnership.

7.01(c).  Continuance of Partnership. Except upon the occurrence of a 
Final Terminating Event, the Partnership or any successor limited 
partnership shall not be wound up, but shall be continued by the 
parties and their respective successors as a successor limited 
partnership under all the terms of this Agreement. Such successor 
limited partnership shall succeed to all of the assets of the 
Partnership. As used throughout this Agreement, the term "Partnership" 
shall include such successor limited partnerships and the parties 
thereto.

7.02.  Dissolution and Winding Up. Upon the occurrence of a Final 
Terminating Event, the affairs of the Partnership shall be wound up and 
there shall be distributed to each of the parties its Distribution 
Interest in the remaining assets of the Partnership. To the extent 
practicable and in accordance with sound business practices in the 
judgment of the Managing General Partner, liquidating distributions 
shall be made by the end of the taxable year in which liquidation 
occurs (determined without regard to 706(c)(2)(A) of the Code) or, if 
later, within ninety days after the date of such liquidation. Provided, 
however, amounts withheld for reserves reasonably required for 
liabilities of the Partnership and installment obligations owed to the 
Partnership need not be distributed within the foregoing time period so 
long as such withheld amounts are distributed as soon as practicable. 
Any in kind property distributions to the Participants shall be made to 
a liquidating trust or similar entity for the benefit of the 
Participants, unless at the time of the distribution:

(1)     the Managing General Partner shall offer the individual 
Participants the election of receiving in kind property 
distributions and the Participants accept such offer after being 
advised of the risks associated with such direct ownership; or

(2)     there are alternative arrangements in place which assure 
the Participants that they will not, at any time, be responsible 
for the operation or disposition of Partnership properties.

It shall be presumed that a Participant has refused such consent if the 
Managing General Partner has not received such consent within thirty 
days after the Managing General Partner mailed the request for such 
consent. Any Partnership asset which would otherwise be distributed in 
kind to a Participant, but for the failure or refusal of such 
Participant to give his written consent to such distribution, may 
instead be sold by the Managing General Partner at the best price 
reasonably obtainable from an independent third party who is not an 
Affiliate of the Managing General Partner.


                                ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

8.01.  Notices.

8.01(a).  Method. Any notice required hereunder shall be in writing, 
and given by mail or wire addressed to the party to receive such notice 
at the address designated in 1.03.

8.01(b).  Change in Address. The address of any party hereto may be 
changed by written notice to the other parties hereto in the event of a 
change of address by the Managing General Partner or to the Managing 
General Partner in the event of a change of address by a Participant.  
However, in the event of a transfer of rights hereunder, no notice to 
any such transferee shall be required, nor shall such transferee have 
any rights hereunder, until notice thereof shall have been given to the 
Managing General Partner. Any transfer of rights hereunder shall not 
increase the duty to give notice, and in the event of a transfer of 
rights hereunder to more than one party, notice to any owner of any 
interest in such rights shall be notice to all owners thereof.

8.01(c).  Time Notice Deemed Given. Any notice shall be considered 
given, and any applicable time shall run, from the date such notice is 
placed in the mails or delivered to the telegraph company as to any 
notice given by the Managing General Partner and when received as to 
any notice given by any Participant.

8.01(d).  Effectiveness of Notice. Any notice to a party other than the 
Managing General Partner, including a notice requiring concurrence or 
nonconcurrence, shall be effective, and any failure to respond binding, 
irrespective of whether or not such notice is actually received, and 
irrespective of any disability or death on the part of the noticee, 
whether or not known to the party giving such notice.

8.01(e).  Failure to Respond. Except where this Agreement expressly 
requires affirmative approval of a Participant, any Participant who 
fails to respond in writing within the time specified for such response 
(which time shall be not less than fifteen business days from the date 
of mailing of such request) to a request by the Managing General 
Partner for approval of or concurrence in a proposed action shall be 
conclusively deemed to have approved such action.

8.02.  Time. Time is of the essence of each part of this Agreement.

8.03.  Applicable Law. The terms and provisions hereof shall be 
construed under the laws of the Commonwealth of Pennsylvania, provided, 
however, this 8.03 shall not be deemed to limit causes of action for 
violations of federal or state securities law to the laws of the 
Commonwealth of Pennsylvania. Neither this Agreement nor the 
Subscription Agreement shall require mandatory venue or mandatory 
arbitration of any or all claims by Participants against the Sponsor.

8.04.  Agreement in Counterparts. This Agreement may be executed in 
counterpart and shall be binding upon all parties executing this or 
similar agreements from and after the date of execution by each party.

8.05.  Amendment. No changes herein shall be binding unless proposed in 
writing by the Managing General Partner, and adopted with the consent 
of Participants whose Agreed Subscriptions equal a majority of the 
Partnership Subscription; or unless proposed in writing by Participants 
whose Agreed Subscriptions equal 10% or more of the Partnership 
Subscription and approved by an affirmative vote of Participants whose 
Agreed Subscriptions equal a majority of the Partnership Subscription.  
However, the Managing General Partner is authorized to amend this 
Agreement and its exhibits without such consent in any way deemed 
necessary or desirable by it: (i) to add or substitute (in the case of 
an assigning party) additional Limited Partners or Investor General 
Partners; (ii) to enhance the tax benefits of the Partnership to the 
parties; and (iii) to satisfy any requirements, conditions, guidelines, 
options, or elections contained in any opinion, directive, order, 
ruling, or regulation of the Securities and Exchange Commission, the 
Internal Revenue Service, or any other federal or state agency, or in 
any federal or state statute, compliance with which it deems to be in 
the best interest of the Partnership. Notwithstanding the foregoing, no 
amendment materially and adversely affecting the interests or rights of 
Participants shall be made without the consent of the Participants 
whose interests will be so affected.

8.06.  Additional Partners. Each Participant hereby consents to the 
admission to the Partnership of such additional Limited Partners or 
Investor General Partners as the Managing General Partner, in its 
discretion, chooses to admit.

8.07.  Legal Effect. This Agreement shall be binding upon and inure to 
the benefit of the parties, their heirs, devisees, personal 
representatives, successors and assigns, and shall run with the 
interests subject hereto. The terms "Partnership," "Limited Partner," 
"Investor General Partner," "Participant," "Partner," "Managing General 
Partner," "Operator," or "parties" shall equally apply to any successor 
limited partnership, and any heir, devisee, personal representative, 
successor or assign of a party.

IN WITNESS WHEREOF, the parties hereto set their hands and seal as of 
the day and year hereinabove shown.

ATLAS: ATLAS RESOURCES, INC.
Managing General Partner

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



=============================================================================
EXHIBIT 10(a)   

DRILLING AND OPERATING AGREEMENT WITH EXHIBITS

     DRILLING AND OPERATING AGREEMENT
     ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.

     INDEX

Section     Page

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

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

3.     Operator - Responsibilities in General; Term     3

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

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

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

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

8.     Operator's Lien     6

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

10.    Insurance; Operator's Liability     7

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

12.    Force Majeure     8

13.    Term     9

14.    Governing Law and Invalidity     9

15.    Integration     9

16.    Waiver of Default or Breach     9

17.    Notices     9

18.    Interpretation     10

19.    Counterparts     10

Signature Page     10

------------------------------------------------------------------------
                    DRILLING AND OPERATING AGREEMENT

THIS AGREEMENT made this 31 day of December, 1997, by and between 
ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter referred 
to as "Atlas" or "Operator"),

     and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD., a Pennsylvania limited 
partnership, (hereinafter referred to as the "Developer").

     WITNESSETH THAT:

WHEREAS, Atlas, by virtue of the Oil and Gas Leases (the "Leases") 
described on Exhibit A attached hereto and made a part hereof, has 
certain rights to develop the 55 initial well locations identified on 
the maps attached hereto as Exhibits A-l through A-55 (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 55 
Initial Well Locations and to provide for the development upon the 
terms and conditions herein set forth of additional well locations 
("Additional Well Locations") which the parties may from time to time 
designate; and

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

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

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

(a)     Atlas shall execute an assignment of an undivided 
percentage of Working Interest in the Well Location acreage for each 
well to the Developer as shown on Exhibit A attached hereto, which 
assignment shall be limited to a depth from the surface to the top of 
the Queenston formation in Mercer County, Pennsylvania and Ohio. The 
assignment shall be substantially in the form of Exhibit B attached 
hereto and made a part hereof. The amount of acreage included in each 
Initial Well Location and the configuration thereof are indicated on 
the maps attached hereto as Exhibits A-l through A-55. The amount of 
acreage included in each Additional Well Location and the configuration 
thereof shall be indicated on the maps to be attached as exhibits to 
the applicable addendum as provided in sub-section (c) below.

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

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

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

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

(a)     Operator, as Developer's independent contractor, agrees to 
drill, complete (or plug) and operate 55 natural gas wells on the 55 
Initial Well Locations in accordance with the terms and conditions of 
this Agreement, and Developer, as a minimum commitment, agrees to 
participate in and pay the Operator's charges for drilling and 
completing the wells and any extra costs pursuant to Section 4 hereof 
in proportion to the share of the Working Interest owned by the 
Developer in the wells with respect to all 55 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 55 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 55 initial wells for which 
payment is made pursuant to Section 4(b) of this Agreement, on or 
before March 31, 1998. Subject to the foregoing time limits, Operator 
shall determine the timing of and the order of the drilling of said 55 
Initial Well Locations.

(c)     The 55 initial wells to be drilled on the Initial Well 
Locations designated pursuant to this Agreement and any additional 
wells drilled hereunder on any Additional Well Locations designated 
pursuant to Section l(c) above shall be drilled and completed (or 
plugged) in accordance with the generally accepted and customary oil 
and gas field practices and techniques then prevailing in the 
geographical area of the Well Locations and shall be drilled to a depth 
sufficient to test thoroughly the objective formation or the deepest 
assigned depth, whichever is less.

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

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

     3.     Operator - Responsibilities in General; Term.

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

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

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

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

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

(b)     In order to enable Operator to commence site preparation 
for 55 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 55 initial wells upon 
execution of this Agreement, such payment to be nonrefundable in all 
events, except that Developer shall not be required to pay completion 
costs prior to the time that a decision is made that the well warrants 
a completion attempt and Atlas' share of such payments as Managing 
General Partner of the Developer shall be paid within five (5) business 
days of notice from Operator that such costs have been incurred. With 
respect to each additional well drilled on the Additional Well 
Locations, if any, in order to enable Operator to commence site 
preparation, to obtain suitable subcontractors for the drilling and 
completion of such wells at currently prevailing prices, and to insure 
the availability of equipment and materials, Developer shall pay 
Operator, in proportion to the share of the Working Interest owned by 
the Developer in the wells, one hundred percent (100%) of the estimated 
price for such well upon execution of the applicable addendum pursuant 
to Section l(c) above, except that Developer shall not be required to 
pay completion costs prior to the time that a decision is made that the 
well warrants a completion attempt and Atlas' share of such payments as 
Managing General Partner of the Developer shall be paid within five (5) 
business days of notice from Operator that such costs have been 
incurred. With respect to each well, Developer shall pay to Operator, 
in proportion to the share of the Working Interest owned by the 
Developer in the wells, all other costs for such well within five (5) 
business days of receipt of notice from Operator that such well has 
been drilled to the objective depth and logged and is to be completed. 
Developer shall pay, in proportion to the share of the Working Interest 
owned by the Developer in the wells, any extra costs incurred with 
respect to each well pursuant to sub-section (a) above within ten (10) 
business days of its receipt of Operator's statement therefor.

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

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

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

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

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


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

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

(b)     The monthly operating fee set forth in sub-section (a) 
above may in the following manner be adjusted annually as of the first 
day of January (the "Adjustment Date") each year beginning January l, 
1999. Such adjustment, if any, shall  not exceed the percentage 
increase in the average weekly earnings of "Crude Petroleum, Natural 
Gas, and Natural Gas Liquids" workers, as published by the U.S. 
Department of Labor, Bureau of Labor Statistics, and shown in 
Employment and Earnings Publication, Monthly Establishment Data, Hours 
and Earning Statistical Table C-2, Index Average Weekly Earnings of 
"Crude Petroleum, Natural Gas, and Natural Gas Liquids" workers, SIC 
Code #131-2, or any successor index thereto, since January l, 1996, in 
the case of the first adjustment, and since the previous Adjustment 
Date, in the case of each subsequent adjustment.

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

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

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

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

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

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

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

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

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

8.     Operator's Lien.

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

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

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

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

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

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

10.     Insurance; Operator's Liability.

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

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

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

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

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

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

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

12.     Force Majeure.

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

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

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

13.     Term.

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

14.     Governing Law and Invalidity.

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

15.     Integration.

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

16.     Waiver of Default or Breach.

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

17.     Notices.

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

(i)     If to Atlas, to:

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


(ii)     If to Developer, to:

Atlas-Energy for the Nineties-Public #6 Ltd.
c/o Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108

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

18.     Interpretation.

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

19.     Counterparts.

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

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


Attest

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

     
Secretary
[Corporate Seal]

ATLAS RESOURCES, INC.

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

ATLAS-ENERGY FOR NINETIES-PUBLIC #6 LTD.
By its Managing General Partner:

ATLAS RESOURCES, INC.

By:      /s/J. R. O; Mara, President
===========================================================

EXHIBIT 23(a)
Consent of McLaughlin & Courson



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



CONSENT OF INDEPENDENT AUDITOR

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 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 #6 Ltd., a Pennsylvania 
Limited Partnership as of December 31, 1997, and the related statements 
of income, changes in partners' capital accounts and cash flows for the 
year then ended, in the U.S. Securities and Exchange Commission Form 
10-KSB and any amendments thereto for Atlas-Energy for the Nineties-
Public #6 Ltd.



McLaughlin & Courson
Certified Public Accountants

/s/McLaughlin & Courson


March 30, 1998
Pittsburgh, Pennsylvania

======================================================================
PART F/S
                    ITEM 13 FINANCIAL STATEMENTS.
                    INDEPENDENT AUDITORS' REPORT

McLaughlin & Courson
2002 Law & Finance Building
Pittsburgh, PA 15219


To the Partners
Atlas-Energy for the Nineties-Public #6 Ltd.
A Pennsylvania Limited Partnership

    We have audited the accompanying balance sheet of Atlas-Energy 
for the Nineties-Public #6 Ltd., A Pennsylvania Limited Partnership 
as of December 31, 1997 and the related statements of income and 
changes in partners' capital accounts and cash flows for the period 
July 1, 1997 (date of formation) to December 31, 1997.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audit.

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

    In our opinion, the financial statements referred to above 
present fairly, in all material respects, the financial position of 
Atlas-Energy for the Nineties-Public #6 Ltd., A Pennsylvania 
Limited Partnership as of December 31, 1997 and the results of its 
operations, changes in partners' capital accounts and cash flows 
for the period July 1, 1997 (date of formation) to December 31, 
1997 in conformity with generally accepted accounting principles.

 /s/ McLaughlin & Courson

Pittsburgh, Pennsylvania
February 10, 1998

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

                          BALANCE SHEET
            ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.
               A PENNSYLVANIA LIMITED PARTNERSHIP
                        DECEMBER 31, 1997


                         ASSETS    

Cash                                             $    19,459 
Interest receivable                                   18,076 
Oil and gas well drilling contracts and leases    10,384,508 
Organizational and syndication costs               1,485,154
                                               --------------
                                                 $11,907,197 
                                               ============== 

                LIABILITIES AND PARTNERS' CAPITAL
    
Advance from Managing General Partner           $     15,000 
Partners' capital                                 11,892,197
                                                -------------
                                                 $11,907,197 
                                                =============


    
         STATEMENT OF INCOME AND CHANGES IN PARTNERS' CAPITAL ACCOUNTS
          FROM JULY 1, 1997 (Date of Formation) TO DECEMBER 31, 1997

                                          MANAGING
                                          GENERAL      OTHER
                                          PARTNER     PARTNERS    TOTALS      

REVENUE
    Interest income                       $  -0-       $  22,535  $ 22,535 


PARTNERS' CAPITAL CONTRIBUTIONS
    Cash                                     -0-       9,901,025   9,901,025 
    Organizational and syndications costs 1,485,154      -0-       1,485,154 
    Tangible costs                          327,063      -0-         327,063 
    Leasehold costs                         156,420      -0-         156,420
                                          ----------    --------- -----------  

  PARTNERS' CAPITAL AT END OF YEAR       $1,968,637   $9,923,560  $11,892,197 
                                         ==========   =========== ===========



See notes to financial statements





    
                      STATEMENT OF CASH FLOWS
             ATLAS-ENERGY FOR THE NINETIES-PUBLIC #6 LTD.
               A PENNSYLVANIA LIMITED PARTNERSHIP

    FROM JULY 1, 1997 (Date of Formation) TO DECEMBER 31, 1997



                      Increase ( Decrease ) in Cash

Cash flows from operating activities:
    Interest income                                        $    22,535 

Adjustments to reconcile net income to net cash
provided by operating activities:
    Increase in interest receivable                            (18,076)
    Increase in advance from Managing General Partner           15,000
                                                               --------
          Net cash provided by operating activities             19,459 

Cash flows used in investing activities:
    Oil and gas well drilling contracts                     (9,901,025)

Cash flows from financing activities:
    Partners' capital contributions                          9,901,025
                                                            ------------

Cash at December 31, 1997                                  $    19,459 
                                                           =============

    Supplemental cash flow information:

        Assets contributed by Managing General Partner:
            Tangible costs                                   $  327,063
            Organizational and syndication costs              1,485,154
            Lease costs                                         156,420
                                                             -----------
                                                             $1,968,637
                                                             ===========
See notes to financial statements


                       NOTES TO FINANCIAL STATEMENTS

    
1.ORGANIZATION AND DESCRIPTION OF BUSINESS

    Atlas-Energy for the Nineties-Public #6 Ltd. (the "Partnership"), is a 
Pennsylvania limited partnership which includes Atlas Resources, Inc. 
("Atlas"), of Pittsburgh, Pennsylvania, as Managing General Partner and 
Operator, and 393 investors as either Limited Partners or Investor General 
Partners.  The Partnership was funded to drill gas wells located primarily in 
Mercer County, Pennsylvania.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Financial statements are prepared in accordance with generally accepted 
accounting principles.
    The Partnership uses the successful efforts method of accounting for oil 
and gas producing activities. Costs to acquire mineral interests in oil and 
gas properties and to drill and equip wells are capitalized.
    Capitalized costs are expensed at unit cost rates calculated annually 
based on the estimated volume of recoverable gas and the related costs.
    Oil and gas properties are periodically assessed for impairment of value, 
and losses recognized at the time of impairment.
    The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements and 
accompanying notes.  Actual results could differ from those estimates.

3. FEDERAL INCOME TAXES

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

4. PARTICIPATION IN REVENUES AND COSTS

    Atlas and the other partners will generally participate in revenues and 
costs in the following manner:
                                                             OTHER    
                                                 ATLAS      PARTNERS
        Organization and offering costs           100   %      0   %
        Lease costs                               100   %      0   %
        Revenues                                   25   %     75   %
        Direct operating costs                     25   %     75   %
        Intangible drilling costs                   0   %    100   %
        Tangible costs                             14   %     86   %
        Tax deductions:
         Intangible drilling and development costs  0   %    100   %
         Depreciation                              14   %     86   %
         Depletion allowances                      25   %     75   %

5. TRANSACTIONS WITH ATLAS AND ITS AFFILIATES

    The Partnership has entered into the following significant transactions 
with Atlas and its affiliates for wells in the Mercer County Area.

        Drilling contracts to drill and complete Partnership wells at a cost 
of $37.39 per foot on completed wells.
        Administrative costs at $75 per well per month
        Well supervision fees initially of $275 per well per month plus the 
cost of third party materials and services
        Reimbursement of gas transportation and marketing charges
        Anthem Securities, an affiliated company, participated in the sale of 
the subscriptions to investors.

6. PURCHASE COMMITMENT

    Subject to certain conditions, investor partners may present their 
interests beginning in 2001 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 10% of production revenues of the Partnership net of related operating 
costs, administrative costs and well supervision fees to the receipt by 
participants of cash distributions from the Partnership equal to at least 10% 
of their agreed subscriptions, 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 and The Atlas Group, Inc. (parent company of Atlas) have 
agreed to indemnify each investor general partner from any liability incurred 
which exceeds such partner's share of Partnership assets. 

================================================================
List "A"

Prospects deleted by Managing Genaral Partner

          Well Name     

          George #2          
          Kaltenbaugh #2     
          Kingery #2          
          McCartney #1     
          Oakes #3          
          Plants #1          
          Rick #1          
          Roman #1          
          Tenney U. #1     
          Wiese #1          
          Whyte #4          
          Williams #4          
=======================================================
LIST "B"

Replacement Prospects added by Managing General Partner

          Well Name          

          Wilson #5
          Malaniak Unit #1
          Tait #6
          Byler Unit #20
          Reed #3
          R. McKean #3
          R. McKean #1-122
          Troples #1
          Lehman #1
          King #3
          Lapinski Unit #3
          Byler #21
          Lang Unit #1
          Martin #2
          S.V. Beagle Club #1
          Minteer #1
          Byler #29
          Byler #24
          Jordon #4
          Gibson #2
          Byler #31
          Seamans #3
          Hostetler #5
          W. Resv Spt Club
          Wengerf Unit #2A
          Byler Unit #26
          Byler #25
          Byers #2
          North #3
          Vandervort #1
          Brocklehurst #3
          Oakes Unit #2
          Seamans #2
==========================================================

LIST "C"

Partnership's NWI in Prospects as of March 31, 1998

WELL          
NO.     WELL NAME             NWI
          
8106     Wilson #5           100.00%
8101     Byler #18            50.00%
8087     McDowell #16        100.00%
8112     Kempf #1            100.00%
8139     Byler #19            50.00%
8088     McDowell #17        100.00%
8146     Malaniak Unit #1    100.00%
8151     Tait #6             100.00%
8148     Piepenhagen #3       50.00%
8140     Byler Unit #20       50.00%
8115     Piepenhagen #2      100.00%
8172     Reed #3             100.00%
8144     Ferris #1           100.00%
8143     Detweiler #4        100.00%
8114     Palmer #2           100.00%
8128     Stallsmith #1       100.00%
8135     R. McKean #3         50.00%
8116     Bentley #1          100.00%
8113     R. McKean #1-122     50.00%
8201     Troples #1          100.00%
8169     Lehman #1           100.00%
8103     King #3              50.00%
8061     Hissom #2            50.00%
8192     Lapinski Unit #3    100.00%
8098     Burk #1             100.00%
8137     Byler #21            50.00%
8211     Lang Unit #1        100.00%
8194     Martin #2           100.00%
8138     Bentley Unit #2     100.00%
7985     Plummer Unit #1     100.00%
8174     S. V. Beagle Club # 100.00%
8205     Root #2             100.00%
8090     Minteer #1           50.00%
8182     Byler #29           100.00%
8141     McKean #2           100.00%
8210     Jenkins Unit #2     100.00%
8158     Byler #24            50.00%
8150     Jordan #4            50.00%
8104     Gibson #2            50.00%
8203     Kennedy #2          100.00%
8137     Byler #31           100.00%
8206     Winder #3           100.00%
8197     Seamans #3          100.00%
8168     Hostetler #5         50.00%
8152     W Resv Spt Clb       50.00%
8142     McKean #3           100.00%
8177     Wengerd Unit #2A    100.00%
8179     Byler Unit #26       50.00%
8204     Byler #25           100.00%
8215     Byers #2             50.00%
8147     North #3             50.00%
8129     Vandervort #1       100.00%
8200     Brocklehurst #3      50.00%
         Oakes Unit #2        50.00%
         Seamans #2           45.00%

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