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, 1996

            [   ]  	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
	                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	                   For the transition period from _____ to _____

                         	Commission file number  33-82188

                	Atlas-Energy for the Nineties-Public #3 Ltd.
               	(Name of small business issuer in its charter)

                Pennsylvania			                   			25-1742594

   (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.   $1,423,319

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 _____

	Page 1 of 30

	Exhibit Index on Page 28


	PART I

Item 1.  Description of Business

Atlas-Energy for the Nineties-Public #3 Ltd. (the "Partnership") was formed 
under the Pennsylvania Revised Uniform Limited Partnership Act on June 30, 
1994, with Atlas Resources, Inc. ("Atlas") as Managing General Partner.  
The Partnership had its initial and final closing on December 31, 1994, and 
was funded with subscriptions of $5,800,275 to drill natural gas 
development wells.  Also, on December 31, 1994, the Managing General 
Partner was credited with a total capital contribution of $1,024,029 
because of certain expenditures it made on behalf of the Partnership and 
certain prospects it contributed to the Partnership. 

	The Partnership has not filed bankruptcy nor has the Partnership been 
involved in any material reclassification, merger, consolidation, 
receivership or similar proceeding or purchase or sale of a significant 
amount of assets not in the ordinary course of business.

 The Partnership was funded to drill natural gas development wells with the 
objective being the discovery and production of natural gas in commercially 
marketable quantities.   Because the initial and final closing date was 
December 31, 1994, the Partnership  did not conduct any drilling activities 
in 1994; however, the Partnership did prepay the drilling and operating 
agreement on December 31, 1994, in an amount equal to $5,800,275.  In this 
regard, on December 31, 1994, the Partnership, which has no employees, 
entered into the drilling and operating agreement with Atlas to drill 27 
development wells to the Clinton/Medina geological formation. Twenty-six of 
the 27 prospects selected by Atlas for drilling are located in  Mercer, 
Venango and Lawrence Counties, Pennsylvania.  The remaining well was 
drilled in Mahoning County, Ohio.   Atlas and its affiliates' had 
sufficient leasehold inventory to provide all of the prospects to be 
developed by the Partnership.  See  "Description of Property".
 
 For the next twelve months management believes that the Partnership has 
adequate capital in order to conduct its operations.  The Partnership had 
sufficient capital resources from the closing to drill and develop 
approximately 26.5 net wells of which 25.5 net wells were productive.  No 
other wells will be drilled and therefore no additional funds will be 
required.  The payment of operating and maintenance costs did not begin 
until the Partnership wells began to generate revenue.  Although  
management does not anticipate that the Partnership will have to do so, any 
additional funds which may be required will be obtained from production 
revenues from Partnership wells or from borrowings by the Partnership from 
Atlas or its affiliates, although Atlas is not contractually committed to 
make such a loan.  No borrowings will be obtained from third parties. 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.

 With respect to operating and maintenance costs, the Partnership's 
commitments pursuant to the drilling and operating agreement are being 
fulfilled through revenues generated from the sale of gas and oil.  During 
producing operations Atlas, as operator, receives 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 are billed at the invoice cost of materials purchased 
or third party services performed.  As operator Atlas charges the 
Partnership at cost for third party services and materials provided for 
each well which has been placed in operation, and a reasonable charge for 
services performed directly by Atlas or its affiliates.  The drilling and 
operating agreement also gives the operator the right at any time after 
three years from the date a Partnership well has been placed into 
production to retain $200 per month to cover future plugging and 
abandonment of such well.

 Natural gas and 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 is 
also affected by numerous factors beyond the control of the Partnership and 
the effect of which cannot be accurately predicted.  These factors include 
the availability and proximity of adequate pipeline or other transportation 
facilities; the amount of domestic production and foreign imports of oil 
and gas; competition from other energy sources such as coal and nuclear 
energy; local, state and federal regulations regarding production and the 
cost of complying with applicable environmental regulations; and 
fluctuating seasonal supply and demand.  For example, the demand for 
natural gas is greater in the winter months than in the summer months, 
which is reflected in a higher spot  market price paid for such gas.  Also, 
increased imports of oil and natural gas have occurred and are expected to 
continue, and the free trade agreement between Canada and the United States 
has eased restrictions on imports of Canadian gas to the United States.  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 of 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 of the gas 
sold to its customers is divided by the volume of all gas sold from the 
wells in the area.  On occasion, Atlas has reduced the amount of production 
it normally sells on the spot market until the spot market price increased. 
 (See "Properties - Production.")

 In the Mercer County area, a portion of the Partnership's gas is 
transported through Atlas' own pipeline system and sold directly to 
industrial end-users in the area where the wells were drilled.  This will 
generally result in the Partnership receiving higher prices for the gas 
than if the gas were transported a farther distance through interstate 
pipelines because of increased transportation charges.  The remainder of 
the Partnership's gas is transported through Atlas' 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 of the 
aforementioned markets and has the capacity of delivering 33,000 MCF per 
day from the Mercer County area.  Atlas anticipates that Carbide Graphite 
will purchase approximately 20% of the Partnership's gas production through 
September, 1997, pursuant to a gas contract between Carbide Graphite and an 
affiliate of Atlas.  Atlas does not believe that any other purchaser of the 
Partnership's gas production will account for 10% of the Partnership's gas 
sales revenues in 1997.  (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 risks of the Partnership's gas production.  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 comprised 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.

 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 to Quaker State Oil 
Refining Company in spot sales.  (See "Properties - Production.")

 There are many companies, partnerships and individuals engaged in natural 
gas exploration, development and operations in the areas where the 
Partnership is conducting its activities.  The industry is highly 
competitive in all of its phases, including the marketing of natural gas 
and oil.  With respect to the marketing of the Partnership's gas and oil 
the Partnership should, through the use of Atlas' distribution system  and 
Atlas' experienced marketing staff, be able to sell the Partnership's gas.

 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  and in Ohio by the Ohio 
Department of Natural Resources, Division of Oil and Gas which impose a 
comprehensive statutory and regulatory scheme with respect to oil and gas 
operations.   Among other things, such regulations involve (a) new well 
permit and well registration requirements, procedures and fees,  (b) 
minimum well spacing requirements,  (c) restrictions on well locations and 
underground gas storage,  (d) certain well site restoration, groundwater  
protection and safety measures,  (e) landowner notification requirements,  
(f) certain bonding or other security measures,   (g) various reporting 
requirements,  (h) well plugging standards and procedures, and  (i) 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 such regulations will have a material adverse impact upon the 
operations of the Partnership, and 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.  However, price controls for natural gas 
production from new wells were deregulated on December 31, 1992, and such 
deregulated gas production may be sold at market prices determined by 
supply, demand, BTU content, pressure, location of the wells, and other 
factors

 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.  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 
which should provide a benefit to 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.

 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 and regulations 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 as a result of their effect on oil and gas exploration, development 
and production activities.  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. Such liability is 
unlimited in cases of willful negligence or misconduct, and there is no 
limit on liability for environmental cleanup costs or damages with respect 
to claims by the state or private persons or entities.  In addition, the 
Environmental Protection Agency will require the Partnership to prepare and 
implement spill prevention control and countermeasure plans relating to the 
possible discharge of oil into navigable waters and will further require 
permits to authorize the discharge of pollutants into navigable waters.  
State and local permits or approvals will also be needed with respect to 
wastewater discharges and air pollutant emissions.  Violations of 
environment-related lease conditions or environmental permits can result in 
substantial civil and criminal penalties as well as potential court 
injunctions curtailing operations.  Such enforcement liabilities can result 
from either government or citizen prosecution.  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.  However, such laws and regulations are constantly 
being revised and changed, and the Partnership is unable to predict the 
ultimate costs of complying with present and future environmental laws and 
regulations, although it does not believe such costs will be substantial.  
The Partnership is unable to obtain insurance to protect against many 
environmental claims.  

Item 2:   Properties
 Drilling Activity.  The Partnership drilled 26.5 net wells, of which 25.5 
net wells were productive and one was a dry hole.  All of the wells were 
drilled and completed by the Partnership as of March 23, 1995.  No further 
drilling activities will be undertaken.

 The following table summarizes the Partnership's drilling activity since 
its formation.  All of the wells drilled were development wells which means 
a well drilled within the proved area of an oil or gas reservoir to the 
depth of a stratigraphic horizon known to be productive.  A "dry hole" is 
an exploratory or a development well found to be incapable of producing 
either oil or gas in sufficient quantities to justify completion as an oil 
or gas well.  A "productive well" is an exploratory or a development well 
that is not a dry well.

                                Year Ended December 31,

                          1994            1995              1996


                      Gross    Net    Gross    Net     Gross        Net
Development Wells:
Oil		                   	0    		0      	0      	0         0         	0
Gas	                   		0    		0		    26.0    25.5      26.0     	 25.5
Dry        		           	0	    	0		     1.0		   1.0       1.0   	    1.0
=========================================================================
Total		                 	0		    0   	  27.0   	26.5	     27.0	      26.5

	A "gross" well is a well in which the Partnership has a working 
interest.  A "net" well is deemed to exist when the sum of the fractional 
ownership working interests owned by the Partnership in gross wells equals 
one. The number of net wells is the sum of the fractional working interests 
owned in gross wells expressed as whole numbers and fractions thereof.

 The Partnership has not participated, and will not participate, in any 
exploratory wells which means a well drilled to find commercially 
productive hydrocarbons in an unproved area, to find a new commercially 
productive horizon in a field previously found to be productive of 
hydrocarbons at another horizon, or to significantly extend a known 
prospect.  

 Production.  The following table shows the Partnership's net production in 
barrels ("Bbls") of crude oil and in thousands of cubic feet ("Mcf") of 
natural gas and the costs and weighted average selling prices thereof, for 
the periods indicated.

                              Year Ended December 31,


                                    1994        1995       1996

Production (1):
     Oil (Bbls)	                    	 	0        	586       	247
     Natural Gas (Mcf)		              	0    	496,710   	541,403
     Total (Equivalent Barrels)  (2)	 	0	    	83,371    	90,481
Average Sales Price:
     Per Equivalent Barrel (2)(3)	   		0    		$11.57    	$13.79
Average Production Cost (lifting cost): 
    	Per Equivalent Barrel (2)(4)		   	0	    	 $1.23     	$1.19
                                                                     
(1)	The production shown in the table is determined by multiplying the 
gross production of properties in which the Partnership has an interest by 
the percentage of the leasehold interest owned by the Partnership less the 
royalty interests of others.  The properties owned by the Partnership are 
subject to a 12.5% landowner's royalty and the Partnership has an 87.5% net 
revenue interest.
(2)	The ratio of energy content of oil and gas (six Mcf of gas equals one 
barrel of oil) was used to convert natural gas production into equivalent 
barrels of oil.
(3)	The average sales price per barrel of oil sold by the Partnership was 
$14.65 in 1995 and $19.50 in 1996.  The average sales price per Mcf of gas 
sold by the Partnership was $2.01 in 1995 and $2.29 in 1996, after 
deducting all expenses, including transportation expenses.
(4)	Production costs represent oil and gas operating expenses as reflected 
in the financial statements of the Partnership plus depreciation of support 
equipment and facilities. 

Summary of Productive Wells.  The table below gives the number of the 
Partnership's productive gross and net wells at December 31, 1996.
      
                        Gas Wells       Oil Wells       Total          

Location              Gross   Net      Gross   Net     Gross   Net
Ohio	                  	1	    .5        	0     	0        	1	   .5	
Pennsylvania	        		25  	25.0       		0	    	0	      	25  25.0
=============================================================================
    Total	           		26	 	25.5        	0      0				   	26		25.5

"Productive wells" are producing wells and wells capable of production. 

 Oil and Gas Reserves.  All of the Partnership's oil and gas reserves are 
located in the United States. Estimates of the Partnership's net proved 
developed and undeveloped oil and gas reserves as of December 31, 1996, and 
the present value (discounted at 10%) of estimated future net revenue 
before income tax from those reserves are set forth in the following table. 
 This information is derived from the engineering report dated July 31, 
1996.

                        As of December 31,1996          Present Value
                         Net Proved Reserves             of Future
                                                        Net Revenues 
                         Oil      Gas      Total       (in thousands) 
                       (Bbls)    (McF)     (BOE)  

Proved Developed	      	2,268	3,501,040 	585,775           	$2,636
Proved Undeveloped			       0	      		0	       0                 0    
=============================================================================
    Total              	2,268	3,501,040	 585,775           	$2,636

 Estimated future net revenues represent estimated future gross revenues 
from the production of proved reserves, net of estimated production and 
future development costs, using prices and costs in effect as of December 
31, 1996.  These prices were held constant throughout the life of the 
properties except where different prices were fixed and determinable from 
applicable contracts.  These price assumptions resulted in weighted average 
prices of $18 per barrel for oil and $2.13 per Mcf for gas over the life of 
the properties.  The amounts shown do not reflect non-property related 
costs, such as general and administrative expenses, and future income tax 
expense, or depreciation, depletion and amortization.  The present value of 
estimated future net revenues is calculated by discounting estimated future 
net revenues by 10% annually.  Prices used in calculating the estimated 
future net revenues attributable to proved reserves do not necessarily 
reflect market prices for oil and gas production subsequent to December 31, 
1996.  There can be no assurance that all of the proved reserves will be 
produced and sold within the periods assumed, that the assumed prices will 
actually be realized for such production, or that existing contracts will 
be honored.  The values expressed are estimates only, and may not reflect 
realizable values or fair market values of the oil and gas ultimately 
extracted and recovered.  The standardized measure of discounted future net 
cash flows may not accurately reflect proceeds of production to be received 
in the future from the sale of oil and gas currently owned and does not 
necessarily reflect the actual costs that would be incurred to acquire 
equivalent oil and gas reserves.  For additional information concerning oil 
and gas reserves and activities, see Note 9 to the Financial Statements.
"Proved reserves" means the estimated quantities of crude oil, natural gas, 
and natural gas liquids which geological and engineering data demonstrate 
with reasonable certainty to be recoverable in future years from known 
reservoirs under existing economic and operating conditions, i.e., prices 
and costs as of the date the estimate is made.  Prices include 
consideration of changes in existing prices provided only by contractual 
arrangements, but not on escalations based upon future conditions.
 (i)	Reservoirs are considered proved if economic producibility is 
supported by either actual production or conclusive formation test.  The 
area of a reservoir considered proved includes (a) that portion delineated 
by drilling and defined by gas-oil and/or oil-water contacts, if any; and 
(b) the immediately adjoining portions not yet drilled, but which can be 
reasonably judged as economically productive on the basis of available 
geological and engineering data.  In the absence of information on fluid 
contacts, the lowest known structural occurrence of hydrocarbons controls 
the lower proved limit of the reservoir.
 (ii)	Reserves which can be produced economically through application of 
improved recovery techniques (such as fluid injection) are included in the 
"proved" classification when successful testing by a pilot project, or the 
operation of an installed program in the reservoir, provides support for 
the engineering analysis on which the project or program was based.
 (iii)	Estimates of proved reserves do not include the following: (a) 
oil that may become available from known reservoirs but is classified 
separately as "indicated additional reserves"; (b) crude oil, natural gas, 
and natural gas liquids, the recovery of which is subject to reasonable 
doubt because of uncertainty as to geology, reservoir characteristics, or 
economic factors; (c) crude oil, natural gas, and natural gas liquids, that 
may occur in undrilled prospects; and (d) crude oil, natural gas, and 
natural gas liquids, that may be recovered from oil shales, coal, gilsonite 
and other such sources.
 "Proved developed oil and gas reserves" means reserves that can be expected 
to be recovered through existing wells with existing equipment and 
operating methods.  Additional oil and gas expected to be obtained through 
the application of fluid injection or other improved recovery techniques 
for supplementing the natural forces and mechanisms of primary recovery 
should be included as "proved developed reserves" only after testing by a 
pilot project or after the operation of an installed program has confirmed 
through production response that increased recovery will be achieved.

 The Partnership does not have any proved undeveloped reserves.  "Proved 
undeveloped reserves" are reserves that are expected to be recovered from 
new wells on undrilled acreage, or from existing wells where a relatively 
major expenditure is required for recompletion.  Reserves on undrilled 
acreage are limited to those drilling units offsetting productive units 
that are reasonably certain of production when drilled.  Proved reserves 
for other undrilled units can be claimed only where it can be demonstrated 
with certainty that there is continuity of production from the existing 
productive formation.  Under no circumstances should estimates for proved 
undeveloped reserves be attributable to any acreage for which an 
application of fluid injection or other improved recovery technique is 
contemplated, unless such techniques have been proved effective by actual 
tests in the area and in the same reservoir.
 
 No major discovery or other favorable or adverse event which would cause a 
significant change in estimated reserves is believed by the Company to have 
occurred since December 31, 1996.  Reserves cannot be measured exactly as 
reserve estimates involve subjective judgment.  The estimates must be 
reviewed periodically and adjusted to reflect additional information gained 
from reservoir performance, new geological and geophysical data and 
economic changes.  The Partnership has not filed any estimates (on a 
consolidated basis) of its oil and gas reserves with, nor were such 
estimates included in any reports to, any Federal or foreign governmental 
agency other than the Securities and Exchange Commission within the 12 
months prior to the date of this filing. 

 Acreage.  The following table sets forth, as of December 31, 1996, the 
acres of developed and undeveloped oil and gas acreage in which the 
Partnership had an interest, listed alphabetically by state.


              Developed Acreage    Undeveloped Acreage      Total          

Location        Gross     Net          Gross    Net      Gross     Net

Ohio		         	40.00   	40.00           	0    	0       	40.00   	40.00
Pennsylvania		1142.77 	1142.77            0  	  0     	1142.77	 1142.77
=============================================================================
   Total    		1182.77 	1182.77	           0	    0     	1182.77 	1182.77

 A "gross" acre is an acre in which the Partnership owns a working interest. 
A "net" acre is deemed to exist when the sum of the fractional ownership 
working interests owned by the Partnership in gross acres equals one.  The 
number of net acres is the sum of the fractional working interests owned in 
gross acres expressed as whole numbers and fractions thereof.  "Undeveloped 
acreage" is those lease acres on which wells have not been drilled or 
completed  to a point that would permit the production of commercial 
quantities of oil and gas regardless of whether or not such acreage 
contains proved reserves.

Delivery Commitments.

 The Partnership is not obligated to provide any determinable quantity of 
gas under any existing contracts or agreements.  The majority of the 
Partnership's gas production from the wells was sold pursuant to short term 
contracts, which are term contracts for a period of less than one year, 
with the remainder of the Partnership gas production sold on the spot 
market and long term contracts, which are term contracts for a period 
longer than one year.

Item 3 .  Directors, Executive Officers and Significant Employees

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

 Business of Atlas.  Atlas, a Pennsylvania corporation, was incorporated in 
1979 and Atlas Energy Group, Inc. ("Atlas Energy"), an Ohio corporation, 
was incorporated in 1973.  Atlas and Atlas Energy are wholly owned 
subsidiaries of AIC, Inc., a corporation formed in July, 1995, which is a 
wholly owned subsidiary of The Atlas Group, Inc., ("Atlas Group") that was 
formerly known as AEG Holdings, Inc., a corporation which was also formed 
in July, 1995.  As of December 31, 1996, Atlas and its affiliates operated 
approximately 1,172 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 1,611 natural gas wells, approximately 1,562 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, 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 wells in Mercer County, Pennsylvania, and 
delivers such 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 registering as a 
broker-dealer and becoming a member firm of the NASD.  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 twelve billion cubic feet 
of natural gas annually from wells they operate.  In addition, Atlas Gas 
Marketing, Inc. (an affiliate) purchases for resale an additional nine 
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. (In the Process of Registering as a 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
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 in December, 1994. 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.
 
 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, 
1996, 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)    Compensation(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 1996 or $9,240 for the 
calendar year 1995.  Atlas contributed an amount equal to 50% and 30% of 
each employee's contribution for the calendar years July 31, 1996 and 1995, 
respectively.
(3)	There were no stock options granted or exercised during the fiscal 
year ended July 31, 1996, to the above individuals.
(4)	During the fiscal year ended July 31, 1996, 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, 1996, the Partnership had issued and outstanding 581.5 
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, 1996, 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          377,654 (1)(2)	 		91.344%
(9 Persons)
                                    
(1)	Includes 22,164 shares of Atlas Group issuable upon the exercise of 
stock options held by 		Mr. O'Mara.
(2)	Includes 14,210 shares of Atlas Group issuable upon the exercise of 
stock options held by 		Mr. Wolf.


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

 Pursuant to agreements entered into between Atlas Group and its 
shareholders to accommodate the desire of Messrs. Sadowski and Koval to 
gradually liquidate a majority of their stock ownership in Atlas Group in 
preparation for their respective retirement from Atlas Group it is 
anticipated that by the year 2003 the stock ownership of Atlas Group by 
Messrs. Koval and Sadowski will be reduced through a series of stock 
redemptions to approximately 15% each; the stock ownership of certain of 
the remaining officers will be increased to approximately 60%, in the 
aggregate; and the stock ownership of the ESOP will be approximately 10%.  
The stock redemptions require Atlas Group to execute promissory notes, from 
time to time, in favor of Messrs. Koval and Sadowski, the first of which, 
in the original principal amount of  $4,974,340 each, plus interest at 
13.5% were executed by Atlas Energy and were assumed by Atlas Group.  These 
promissory notes are totally subordinated to Atlas Group's obligations to 
banks, the ESOP and any and all other debts or obligations of Atlas Group, 
including its indemnification obligations and Atlas' drilling obligation to 
the Partnership.  If Atlas Group defaults on a promissory note, Messrs. 
Koval and Sadowski are entitled to purchase up to approximately an 
additional 1,500,000 shares of Atlas Group to regain management control.

 Atlas views the transactions discussed above as a natural transition which 
will have no adverse effect on the operations or activities of Atlas or the 
Partnership.  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.  In this regard, Mr. Sadowski 
retired other than as a director in 1996.  The terms and provisions of the 
employment agreement with Mr. Koval are subject to negotiation at the time 
of each renewal and currently such agreement does 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.  
On November 14, 1990, Atlas Energy granted 92,098 shares of restricted 
common stock to certain management investors of the company, which was 
valued at the time by Atlas Energy at $2,695,708.  The restrictions lapsed 
with respect to 25% of the shares on November 14, 1990, 1991, 1992 and 
1993.  The Stock Option Agreement and the outstanding stock options have 
been converted from Atlas Energy to Atlas Group.  The shareholders are also 
subject to  a Shareholders Agreement which provides, among other things, 
that such shareholders may not transfer their shares in Atlas Group unless 
the shares have first been offered to Atlas Group and the other 
shareholders.

Item 6.  Interest of Management and Others in Certain Transactions

 Oil and Gas Revenues.  The Managing General Partner is allocated 25% of the 
oil and gas revenues of the Partnership in return for paying organization 
and offering costs equal to 15% of the Partnership Subscription, 1% of 
drilling and completion costs and contributing all leases to the 
Partnership.  During the calendar year ending December 31, 1996, the 
Managing General Partner received $285,006 from the Partnership's oil and 
gas revenues.

 Leases.  The Managing General Partner initially contributed (at the lower 
of fair market value or the Managing General Partner's cost of such 
prospects) 27 undeveloped prospects to the Partnership to drill 
approximately 26.5 net wells.  With respect to the 27 prospects contributed 
for these wells, Atlas received a credit in the amount of $95,400.  During 
1996, the Managing General Partner did not enter into any further lease 
transactions and none are anticipated.

 Administrative Costs.  The Managing General Partner and its affiliates 
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, proportionately reduced if less 
than 100% of the working interest in a well is acquired.   With respect to 
the 25.5 net productive wells, during the calendar year ending December 31, 
1996, the Managing General Partner received $21,704 .

 Direct Costs.  The Managing General Partner and its affiliates are 
reimbursed for all direct costs expended on behalf of the Partnership.  
With respect to the 25.5 net productive wells, during the calendar year 
ending December 31, 1996, the Managing General Partner received $9,207.

 Drilling Contracts.  On December 31, 1994, the Partnership entered into a 
drilling contract with Atlas to drill and complete 26.5 net wells.  The 
Partnership paid Atlas for drilling and completing the 25.5 net productive 
Partnership wells an amount equal to $34.78 per foot to the depth of the 
well at its deepest penetration, proportionately reduced if less than 100% 
of the working interest in a well was acquired.  The Partnership paid Atlas 
for drilling the one net dry hole an amount equal to $20.22 per foot to the 
depth of the well at its deepest penetration, proportionately reduced if 
less than 100% of the working interest in the well was acquired.  With 
respect to the 26.5 net wells the total amount received by Atlas was 
$5,800,275.  During 1996, the Partnership did not enter into any further 
drilling transactions and none are anticipated.

 Per Well Charges.  With respect to the 25.5 net productive wells, Atlas, as 
operator, is reimbursed at actual cost for all direct expenses incurred on 
behalf of the Partnership and receives well supervision fees for operating 
and maintaining the wells during producing operations in the amount of $275 
per well per month subject to an annual adjustment for inflation.  With 
respect to the 25.5 net wells, during the calendar year ending December 31, 
1996, the Managing General Partner received $98,559.  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 pays a combined 
transportation and marketing charge at a competitive rate, which is 
currently 29 cents per MCF, to affiliates of Atlas, with respect to natural 
gas produced by the Partnership.

 Other Compensation.  Atlas or an affiliate will be reimbursed by the 
Partnership for any loan Atlas or an affiliate may make to or on behalf of 
the Partnership and Atlas or the affiliate will have the right to charge a 
competitive rate of interest on any such loan.  If Atlas provides 
equipment, supplies and other services to the Partnership it may do so at 
competitive industry rates.  For the calendar year ending December 31, 
1996, Atlas did not advance any funds nor did it provide any equipment, 
supplies or other services.

 The following discussion relates solely to certain relationships and 
related transactions with respect to Atlas and does not relate to the 
Partnership.  The following discussion has been included because Atlas has 
been granted by the Partnership Agreement and the drilling and operating 
agreement the exclusive right, power and authority to control the 
operations and activities of the Partnership.

 Atlas, its officers, directors and affiliates have in the past invested, 
and may in the future invest, as participants in oil and gas programs 
sponsored by Atlas on the same terms as unrelated investors.  Atlas, its 
officers, directors and affiliates have also participated in the past, and 
may in the future participate, as working interest owners in wells in which 
Atlas or its oil and gas programs have an interest.  Frequently, such 
participation has been on more favorable terms than the terms which were 
available to unrelated investors and Atlas Group has loaned to its officers 
and directors amounts in excess of $60,000 from time to as necessary for 
participation in such wells.  Prior to 1996 such loans were either non-
interest bearing or accrued interest at variable rates, but since 1995 all 
new loans for such purposes 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:
 (1)	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; and
 (2)	the consent of the Managing General Partner is required.
An assignee may become a substituted Limited Partner or Investor General 
Partner only upon meeting certain further conditions, which include:
 (1)	the assignor gives the assignee such right;
 (2)	the Managing General Partner consents to such substitution, which 
consent shall be in the Managing General Partner's absolute discretion;
 (3)	the assignee pays to the Partnership all costs and expenses incurred 
in connection with such substitution; and
 (4)	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, 1996, there were 391 investors.
  Dividends.   The Managing General Partner will review the accounts of the 
Partnership at least quarterly to determine whether cash distributions are 
appropriate and the amount to be distributed, if any.  The Partnership will 
distribute funds to the Managing General Partner and the Participants 
allocated to their accounts which the Managing General Partner deems 
unnecessary to be retained by the Partnership.  In no event, however, will 
funds be advanced or borrowed for purposes of distributions, if the amount 
of such distributions would exceed the Partnership's accrued and received 
revenues for the previous four quarters, less paid and accrued operating 
costs with respect to such revenues.  The determination of 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 may only be made in conjunction with 
distributions to Participants and only out of funds properly allocated to 
the Managing General Partner's account.

 During the calendar year ending December 31, 1996, the Partnership 
distributed $914,851 to the Participants and $305,083 to the Managing 
General Partner.

Item 8.  Legal Proceedings
         None.

Item 9.  Changes in and Disagreements on Accounting and Financial 
         Disclosure
         None.
Item 10. Submission of Matters to a Vote of Securities Holders
         None.
Item 11. Compliance with Section 16(a) of the Exchange Act
 There are no equity securities registered pursuant to Section 12 of the 
 Exchange Act. 
Item 12. Reports on Form 8-K
 The registrant filed no reports on  Form 8-K during the last quarter of the 
 period covered by this report.

                              	PART F/S

Item 13.  Financial Statements

 The Partnership's Financial Statements for the period January 1, 1996, to 
December 31, 1996, together with the opinion of the accountants thereon, 
are on pages 20 through 27 hereof.

                              	PART III
Item 14.  Exhibits

(a)	Exhibits
    See Exhibit Index on page 28.


                                	EXHIBIT INDEX

                         Description               		Location

4(a)		Certificate of Limited Partnership for   	Previously filed in the 
    		Atlas-Energy for the Nineties-Public #3   Form 10-KSB for the 
                                                period ending  
                                           					December 31, 1994 and 
				                                           	received on March 31, 1995.

4(b)		Amended and Restated Certificate          Previously filed in the Form
      and Agreement of Limited Partnership      10-KSB for the period ending
      for Atlas-Energy for the	Nineties-Public  December 31, 1994 and 
      #3 Ltd. dated December 31, 1994	          received on March 31, 1995.

10(a)	Drilling and Operating Agreement with     Previously filed in the Form
                                           					10-KSB for the period ending
				                                            December 31, 1995 and 
				                                           	received on April 12, 1996.

23(a)	Consent of McLaughlin & Courson	        		Page 30


                                	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 #3 Ltd.

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

By   (Signature and Title):	                                             
                          
                            James R. O'Mara, President, Chief Executive
                            Officer and a Director
Date: March 27, 1997


 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):	                                             
                                                                      
                            Charles T. Koval, Chairman of the Board
                            and a Director
Date: March 27, 1997


By  (Signature and Title):	                                             
                                                                      
                            James R. O'Mara, President, Chief
                            Executive Officer and a Director
Date: March 27, 1997


By  (Signature and Title):	                                             
                                                                      
                            Bruce M. Wolf, General Counsel,
                            Secretary and a Director
Date: March 27, 1997


By  (Signature and Title):	                                             
                                                                      
                            Tony C. Banks, Vice President of Finance
                            and Chief Financial Officer
Date: March 27, 1997


                	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.




                                	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 #3 Ltd.

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

By   (Signature and Title):	/s/ James R. O'Mara                          
                                                       
                             James R. O'Mara, President, Chief Executive
                             Officer and a Director
Date: March 27, 1997


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


By  (Signature and Title):	/s/ Charles T. Koval                         
                                                        
                               Charles T. Koval, Chairman of the Board
                               and a Director
Date: March 27, 1997


By  (Signature and Title):	/s/ James R. O'Mara                          
                                                       
                               James R. O'Mara, President, Chief Executive
                               Officer and a Director
Date: March 27, 1997


By  (Signature and Title):	/s/ Bruce M. Wolf                            
                                                        
                               Bruce M. Wolf, General Counsel,
                               Secretary and a Director
Date: March 27, 1997


By  (Signature and Title):	/s/ Tony  C. Banks                           
                                                        
                               Tony C. Banks, Vice President of Finance
                               and Chief Financial Officer
Date: March 27, 1997



             	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.



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


           ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.  12-31-96

                        AUDITED FINANCIAL STATEMENTS  

                 ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
                    A PENNSYLVANIA LIMITED PARTNERSHIP



                          DECEMBER 31, 1996

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


                    INDEPENDENT AUDITORS' REPORT


To The Partners
Atlas-Energy for the Nineties-Public #3 Ltd.
A Pennsylvania Limited Partnership


      We have audited the accompanying balance sheets of Atlas-Energy for 
the Nineties-Public #3 Ltd., A Pennsylvania Limited Partnership as of 
December 31, 1996 and 1995 and the related statements of income, changes in 
partners' capital accounts and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

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

      In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Atlas-Energy 
for the Nineties-Public #3 Ltd., A Pennsylvania Limited Partnership as of 
December 31, 1996 and 1995 and the results of its operations, changes in 
partners' capital accounts and cash flows for the years then ended in 
conformity with generally accepted accounting principles.


                                  /s/ McLaughlin & Courson
                                  --------------------------
                                      McLaughlin & Courson


Pittsburgh, Pennsylvania
February 11, 1997
--------------------------------------------------------------------------      
             ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
                 A PENNSYLVANIA LIMITED PARTNERSHIP

                            BALANCE SHEETS


                                ASSETS


                                                       DECEMBER 31,       
                                                   1996             1995    
Cash                                        $     59,207       $   22,996 
Accounts receivable                              246,001          387,590 

Oil and gas wells and leases                   5,881,534        5,881,534 
Less accumulated depletion and depreciation   (1,705,697)        (809,590)
                                              -----------       ----------
                                               4,175,837        5,071,944 
Organizational and syndication costs, net of
 accumulated amortization of $252,320 and
 $119,761, respectively          
                                                 617,721          750,280 
                                              -----------       ---------- 
                                             $ 5,098,766       $6,232,810 
                                              ===========       ========== 

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                            $      9,245       $    8,313 
Partners' capital                              5,089,521        6,224,497 
                                              -----------       ----------

                                             $ 5,098,766       $6,232,810 
                                              ===========       ========== 

                             STATEMENTS OF INCOME
 
                                                       YEAR ENDED         
                                                       DECEMBER 31       
                                                   1996             1995    
REVENUE
 Natural gas sales                            $ 1,423,319        $1,099,100 
 Less direct operating costs:
  Royalty interests                               175,529           134,875 
  Other                                           107,766           102,942
                                                ----------        ----------
                                                  283,295           237,817 
                                                ----------        ----------
 Net production revenues                        1,140,024           861,283 
 Interest income                                   10,814             3,293 

EXPENSES
 Depletion and depreciation of oil
  and gas wells and leases                        896,107           809,590 
 Amortization of organizational and
  syndication costs                               132,559           119,761 
 General and administrative fees                   21,704            17,768 
 Professional fees                                 14,430            12,592 
 Loss on disposal of equipment                      -0-              10,330 
 Miscellaneous                                      1,080             3,224
                                                ----------        ----------
 
                                                1,065,880           973,265 
                                                ----------        ---------- 
         NET INCOME (LOSS)                   $     84,958        $ (108,689)
                                                ==========        ==========

See notes to financial statements
==========================================================================      

                    ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
                         A PENNSYLVANIA LIMITED PARTNERSHIP

                 STATEMENT OF CHANGES IN PARTNERS' CAPITAL ACCOUNTS

                       YEARS ENDED DECEMBER 31, 1996 AND 1995







                                        MANAGING
                                         GENERAL      OTHER    
                                         PARTNER     PARTNERS        TOTAL   

BALANCE AT JANUARY 1, 1995            $1,024,030    $5,810,260    $6,834,290 

Participation in revenue and expenses:
 Net production revenues                 215,321       645,962       861,283 
 Interest income                             622         2,671         3,293 
 Depletion and depreciation:
  Oil and gas wells                       (7,965)     (788,493)     (796,458)
  Leases                                 (13,132)          -0-       (13,132)
 Amortization                           (119,761)          -0-      (119,761)
 Loss on disposal of equipment              (103)      (10,227)      (10,330)
 Other expenses                           (8,396)      (25,188)      (33,584)
                                       ----------    ----------    ---------- 
                                          66,586      (175,275)     (108,689)
Distributions                           (122,710)     (378,394)     (501,104)
                                       ----------    ----------    ----------
   
BALANCE AT DECEMBER 31, 1995             967,906     5,256,591     6,224,497 

Participation in revenue and expenses:
  Net production revenues                285,006       855,018     1,140,024 
  Interest income                          2,703         8,111        10,814 
  Depletion and depreciation:
   Oil and gas wells                      (8,816)     (872,756)     (881,572)
   Leases                                (14,535)          -0-       (14,535)
  Amortization                          (132,559)          -0-      (132,559)
  Other expenses                          (9,303)      (27,911)      (37,214)
                                       ----------    ----------    ----------
                                         122,496       (37,538)       84,958 
Distributions                           (305,083)     (914,851)   (1,219,934)
                                       ----------    ----------    ----------

BALANCE AT DECEMBER 31, 1996          $  785,319    $4,304,202    $5,089,521 
                                       ==========    ==========    ==========


See notes to financial statements
==========================================================================      


                ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
                     A PENNSYLVANIA LIMITED PARTNERSHIP

                         STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1996 AND 1995


                                                         YEAR ENDING      
                                                         DECEMBER 31,     
                                                      1996         1995    
Cash flows from operating activities:
 Net income (loss)                                $  84,958    $(108,689) 
 Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
    Depletion and depreciation of oil and gas
    wells and leases                                896,107      809,590 
    Amortization                                    132,559      119,761 
    Loss on disposal of equipment                     -0-         10,330 
    Decrease (increase) in accounts receivable      141,589     (387,590)
    Increase in accounts payable                        932        8,313
                                                  ----------   ---------- 
      Net cash provided by operating activities   1,256,145      451,715 

Cash flows from investing activities:
 Proceeds from disposal of equipment                  -0-         62,400 

Cash flows from financing activities:
 Capital distributions                           (1,219,934)    (501,104)
                                                  ----------   ---------- 

Net increase in cash                                 36,211       13,011 
Cash at beginning of year                            22,996        9,985 
                                                  ----------   ----------

Cash at end of year                             $    59,207    $  22,996 
                                                  ==========   ==========


See notes to financial statements 
=============================================================================

                       NOTES TO FINANCIAL STATEMENTS
              ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
                  A PENNSYLVANIA LIMITED PARTNERSHIP
                          DECEMBER 31, 1996

1. ORGANIZATION AND DESCRIPTION OF BUSINESS
      Atlas-Energy for the Nineties-Public #3 Ltd. (the "Partnership") is a 
Pennsylvania limited partnership which includes Atlas Resources, Inc. 
("Atlas") of Pittsburgh, Pennsylvania, as Managing General Partner and 
Operator, and 396 other investors as either Investor General Partners or 
Limited Partners.  The Partnership was funded to drill and operate oil and 
gas wells located primarily in southwestern Mercer County, Pennsylvania.  
At December 31, 1996 the Partnership has working interests in 25.5 wells.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      The 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.  Property acquisition costs are 
capitalized when incurred.  Development costs, including equipment and 
intangible drilling costs related to both producing wells and dry holes, 
are capitalized.  All capitalized costs including organization and 
syndication costs are generally depreciated, depleted and amortized on the 
unit-of-production method using estimates of proven reserves.  Oil and gas 
properties are periodically assessed for impairment of value, and losses 
recognized at the time of impairment.
3. FEDERAL INCOME TAXES
      The Partnership is not treated as a taxable entity for federal income 
tax purposes.  Any item of income, gain, loss, deduction or credit flows 
through to the partners as though each partner had incurred such item 
directly.  As a result, each partner must take into account his pro rata 
share of all items of partnership income and deductions in computing his 
federal income tax liability.  Many provisions of the federal income tax 
laws are complex and subject to various interpretations.
4. PARTICIPATION IN REVENUES AND COSTS
      Atlas and the other partners generally participate in revenues and 
costs in the following manner:
                                                       SUBSCRIBING
                                            ATLAS       PARTNERS
                                          ----------  --------------
      Organization and offering costs        100 %          0 %
      Lease costs                            100 %          0 %
      Revenues                                25 %         75 %
      Direct operating costs                  25 %         75 %
      Drilling and completion costs            1 %         99 %
      Tax deductions:
        Intangible drilling and development
         costs                                 1 %         99 %
        Depreciation                           1 %         99 %
        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.
            Drilling contracts to drill and complete Partnership wells at 
an anticipated cost of $34.78 per foot on completed wells.
            Administrative costs at $75 per well per month
            Well supervision fees initially of $275 per well per month plus 
the cost of third party materials and services
            Gas transportation and marketing charges at competitive rates 
which currently is 29 cents per MCF
6. PURCHASE COMMITMENT
      Subject to certain conditions, investor partners may present their 
interests beginning in 1998 for purchase by Atlas.  Atlas is not obligated 
to purchase more then 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 of $5,815,000 determined on a 
cumulative basis, in each of the first five years of Partnership 
operations, commencing with the first distribution of revenues to the 
Participants (June, 1995).
      Cash distributions to participants for the subordination year ended 
in 1996 amounted to $624,638.
      Cash distributions to participants in 1996 for the subordination year 
ending in 1997 amounted to $652,274.
8. INDEMNIFICATION
      In order to limit the potential liability of the investor general 
partners, Atlas and AEG Holdings, Inc. (parent company of Atlas) have 
agreed to indemnify each investor general partner from any liability 
incurred which exceeds such partner's 
share of Partnership assets.
      


9. NATURAL GAS AND OIL PRODUCING ACTIVITIES (UNAUDITED)

      The supplementary information summarized below presents the results 
of natural gas and oil activities in accordance with SFAS No. 69, 
"Disclosures About Oil and Gas Producing Activities."

      No consideration has been given in the following information to the 
income tax effect of the activities as the Partnership is not treated as a 
taxable entity for income tax purposes.

(1) Production Costs
      The following table presents the costs related to natural gas and oil 
production activities:

  Capitalized costs at December 31:           1996           1995
                                           ----------     ----------     
   Capitalized costs                      $ 5,881,534     $5,881,534 
   Accumulated depreciation and depletion  (1,705,697)      (809,590)
                                           ----------     ---------- 
            Net capitalized costs         $ 4,175,837     $5,071,944 
                                           ==========     ==========

   Costs incurred during the year:
    Property acquisition costs - proved
     undeveloped properties               $    -0-        $     -0-
                                           ==========     ==========   
    Development costs                     $    -0-        $5,786,134
                                           ==========     ==========  

      Property acquisition costs include costs to purchase, lease or 
otherwise acquire a property.  Development costs include costs to gain 
access to and prepare development well locations for drilling, to drill and 
equip development wells and to provide facilities to extract, treat, gather 
and store oil and gas.
 
(2) Results of Operations for Producing Activities
            The following table presents the results of operations related 
    to natural gas and oil production for the year ended December 31,
    1996 and 1995.

                                                 1996          1995    
                                            ------------    -----------        
 Revenues                                    $ 1,247,790     $  964,225 
 Production costs                               (107,766)      (102,942)
 Depreciation and depletion                     (896,107)      (809,590)
                                            ------------    -----------
   Results of operations from producing
  activities                                 $  $243,917     $   51,693
                                            ============    ===========  

            Depreciation and depletion of natural gas and oil properties 
are expensed at unit cost rates calculated annually
      based on the estimated volume of recoverable gas and the related 
costs.

(3) Reserve Information
            The information presented below represents estimates of proved 
natural gas and oil reserves.  Proved developed reserves represent only 
those reserves expected to be recovered from existing wells and support 
equipment.  Proved undeveloped reserves represent proved reserves expected 
to be recovered from new wells after substantial development costs are 
incurred.  All reserves are located in Eastern Ohio and Western 
Pennsylvania.

                                    1996                       1995       
                          NATURAL GAS      OIL       NATURAL GAS      OIL   
                             MCF        (BARRELS)       MCF        (BARRELS)
                          --------------------------------------------------
Proved developed and
 undeveloped reserves:
  Beginning of period     3,310,827       14,231        -0-            -0-   
  Production               (541,403)        (247)    (496,710)         (586)
  Revision of previous
   estimates                731,616      (11,716)   3,807,537        14,817
                          ----------    ---------- -----------       ------     

    End of period         3,501,040        2,268    3,310,827        14,231 
                          ==========    ========== ==========       ======== 
Proved developed reserves:
 Beginning of period      3,310,827       14,231        -0-            -0-  
                          =========     ========== ==========       ========
 End of period            3,501,040        2,268    3,310,827        14,231
                          =========     ========== ==========       ======== 
      


9. NATURAL GAS AND OIL PRODUCING ACTIVITIES (UNAUDITED) (CONTINUED) 

(4) Standard Measure of Discounted Future Cash Flows
            Management cautions that the standard measure of discounted 
future cash flows should not be viewed as an indication of the fair market 
value of natural gas and oil producing properties, nor of the future cash 
flows expected to be generated therefrom.  The information presented does 
not give recognition to future changes in estimated reserves, selling 
prices or costs and has been discounted at an arbitrary rate of 10%.  
Estimated future net cash flows from natural gas and oil reserves based on 
selling prices and costs at December 31, 1996 and 1995 
price levels are as follows:
                                                1996          1995     
                                             ----------    ----------
 Future cash inflows                       $ 7,490,988   $ 7,676,049 
 Future production costs                    (2,521,464)   (2,435,934)
 Future development costs                       -0-           -0- 
                                             ----------    ----------
 Future net cash flow                        4,969,524     5,240,115 
 10% annual discount for estimated timing
  of cash flows                             (2,333,095)   (2,283,480)
                                             ----------    ---------- 
 Standardized measure of discounted
  future net cash flows       
                                           $ 2,636,429   $ 2,956,635 
                                             ==========    ==========

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

 Sales of gas and oil produced - net       $(1,118,320)  $  (830,922)
 Development costs incurred                     -0-        5,881,534 
 Net purchase of reserves in place              -0-       (2,093,977)
 Net changes in prices, production and
  development costs                           (130,238)       -0-    
 Revisions of previous quantity estimates      550,906        -0- 
 Accretion of discount                         377,446        -0-    
                                            -----------   ------------
 Net (decrease) increase                      (320,206)    2,956,635 
 Beginning of period                         2,956,635        -0-    
                                            -----------   ------------

 End of period                             $ 2,636,429   $ 2,956,635 
                                            ===========   ============