U.S. Securities and Exchange Commission

                           	Washington, D.C.  20549
                                   AMENDED
                                	FORM 10-KSB

 (Mark One)

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


                1996 FISCAL YEAR ANNUAL REPORT TO PARTICIPANTS
                IN ATLAS-ENERGY FOR THE NINETIES-PUBLIC #3 LTD.
          PURSUANT TO SECTION 4.03(B)(1) OF THE PARTNERSHIP AGREEMENT


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

(B) Partnership total fees and compensation including any unaccountable, fixed
payment
     reimbursements  for Administrative Costs and Operating Costs, paid by the
Partnership,
     or  indirectly  on  behalf  of  the  Partnership, to the Managing General
Partner,  the  Operator
     and  their  Affiliates.    $129,470.

     Percentage  that  the  annual  unaccountable, fixed fee reimbursement for
Administrative
     Costs  bears  to  annual  Partnership  revenues.    1.52%

(C)  The  Partnership drilled twenty-seven (27) wells during 1995.  A total of
26.5  net  Partnership
     wells.    The wells were drilled in Mercer, Lawrence, and Venango County,
Pennsylvania  and
     Mahoning  County,  Ohio.    Twenty-six  were  capable  of  production  in
commercial  quantities.
     One,  the  Shulties No. 2, in Venango County, Pennsylvania, was completed
and  found  to  be  not
     capable  of production in commercial quantities.  There was no production
from  this  well  and  it  was
     plugged and abandoned on August 4, 1995.  There were 25.5 Partnership net
wells.    All
     Partnership  wells  were  on  line  as  of  May 4, 1995.  There were four
quarterly  distributions  in  1996
     beginning  March  5,  1996.

(D) The following table describes the Partnership's twenty-seven wells drilled
in  1995:

                                  Partnership

<TABLE>
<CAPTION>

Wells                                                                                        Location      Completed  Cost
---------------------------------------------------------------------------------------  ----------------  ---------  ----

<S>                                                                                      <C>               <C>        <C>
Richardson #6                                                                            Lawrence County,  PA         Yes
Duncan #1                                                                                Lawrence County,  PA         Yes
Coss Unit #4                                                                             Mercer County,    PA         Yes
Richardson #3                                                                            Mercer County,    PA         Yes
Hoagland Unit #2                                                                         Mercer County,    PA         Yes
Law #3                                                                                   Mercer County,    PA         Yes
Richardson #4                                                                            Mercer County,    PA         Yes
Law #4                                                                                   Mercer County,    PA         Yes
Campbell #3                                                                              Mercer County,    PA         Yes
Pizor Unit #1                                                                            Mercer County,    PA         Yes
McFarland  #2                                                                            Mercer County,    PA         Yes
Pizor #3                                                                                 Mercer County,    PA         Yes
Sonntag #1                                                                               Mercer County,    PA         Yes
Hillmar #3                                                                               Mercer County,    PA         Yes
Coss #3                                                                                  Mercer County,    PA         Yes
Rieger Unit #2                                                                           Mercer County,    PA         Yes
Stockman #1                                                                              Mercer County,    PA         Yes
Hamilton #1                                                                              Mercer County,    PA         Yes
O'Conner #1                                                                              Mercer County,    PA         Yes
Guest #2                                                                                 Mercer County,    PA         Yes
Kaltenbaugh #1                                                                           Mercer County,    PA         Yes
Chiappini #1                                                                             Mercer County,    PA         Yes
Kelly Unit #1                                                                            Mercer County,    PA         Yes
Pizor #2                                                                                 Mercer County,    PA         Yes
Miller #8                                                                                Lawrence County,  PA         Yes
Schulties #2*                                                                            Lawrence County,  PA         Yes
Snowden #1**                                                                             Mahoning County,  OH         Yes

*  Schulties #2, Plugged and Abandoned August 4, 1995.
** The Partnership has a 50% interest in this well and cost was calculated accordingly.

There were no additional wells drilled or abandoned in 1996.

(E) There were no farmins and joint ventures in 1996.

Wells
---------------------------------------------------------------------------------------      

<S>                                                                                      <C>
Richardson #6                                                                            $228,609
Duncan #1                                                                                 229,444
Coss Unit #4                                                                              222,105
Richardson #3                                                                             221,792
Hoagland Unit #2                                                                          204,576
Law #3                                                                                    216,505
Richardson #4                                                                             224,053
Law #4                                                                                    215,010
Campbell #3                                                                               212,749
Pizor Unit #1                                                                             217,271
McFarland  #2                                                                             225,374
Pizor #3                                                                                  218,140
Sonntag #1                                                                                224,157
Hillmar #3                                                                                217,132
Coss #3                                                                                   222,835
Rieger Unit #2                                                                            215,010
Stockman #1                                                                               224,783
Hamilton #1                                                                               233,930
O'Conner #1                                                                               211,880
Guest #2                                                                                  220,505
Kaltenbaugh #1                                                                            225,687
Chiappini #1                                                                              228,365
Kelly Unit #1                                                                             210,409
Pizor #2                                                                                  218,140
Miller #8                                                                                 232,817
Schulties #2*                                                                             195,008
Snowden #1**                                                                               91,071

*  Schulties #2, Plugged and Abandoned August 4, 1995.
** The Partnership has a 50% interest in this well and cost was calculated accordingly.

There were no additional wells drilled or abandoned in 1996.

(E) There were no farmins and joint ventures in 1996.
<FN>


(F)  The  Partnership  had  revenues  in  1996.    The  following  schedule  reflects  the  payment  of
     Partnership  costs  in  1996.

</TABLE>

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


<TABLE>
<CAPTION>

                                                                                                   Atlas      Participants
                                                                                                ------------  ------------
                                                                                                Partnership
                                                                                                     %           Amount
                                                                                                ------------  ------------
<S>                                                                                             <C>           <C>
Organization & Offering Costs                                                                           100%             -
Lease Costs                                                                                             100%             -
Operating Costs                                                                                          25%         9,303
Drilling & Completion Costs                                                                               1%             -
                                                                                                ------------  ------------
                                                                                                      9,303         27,911

   Also see Statement of Changes in Partners' Capital Accounts in the attached Audited
   Financials for December 31, 1996.

(G) A quarterly cash receipts and disbursements statement is attached dated December 5, 1996.

(2) 1996 Partner Form 1065 (K-1) were mailed to each partner by February 21, 1997.

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

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

March 5, 1996:     $2,650.00  -- 1995 Partnership Return Preparation Fee.

June 5, 1996:       $6,861.32:
                           $2,613.98  -- 10KSB Filing Fee.
                           $4,129.00  -- Audit Fee (1995)
                              $118.34  -- Form 10KSB Fees.

Sept. 5, 1996:       $2,317.62:
                            $2,150.00  -- Legal Expenses.
                               $167.62  -- Printind Audited Financial Statements.

Dec. 5, 1996:         $1,050.00  -- 10QSB Filing Fees.

Participants were notified of these costs in March, June, September, and December 1996.

                                                                                                 %     Amount  Costs
                                                                                                -------  ------  ------

, , , , 
ATLAS - ENERGY FOR THE NINETIES - PUBLIC #3 LTD., , , , 
PROGRAM SUMMARY -- DECEMBER 5, 1996, , , , 
Formation Date: 12/30/94  --  First Distribution: 6/5/95, , , , 
, , , , 
, , , , 
, , , , 
, , , , 
PARTNERSHIP CAPITALIZATION, , , Well Activity, 
 ,  ,  ,  , 
 Investor Capital Raised, $5,800,275, , Wells Drilled          , 27
Managing General Partner Capital, 1,024,029, , Wells Completed  , 27
Total Capital Investment, $6,824,304, , Wells in Production    , 26
, , , Plugged & Abandoned , 1
, , , , 
, , , , 
, , , , 
CASH DISTRIBUTION SUMMARY, , , , 
,  ,  ,  , 
Total Production Revenue --  24 Production Months, $2,196.29,  ,  , 
ADD:     Advance from MGP,    , ,  , 
LESS:   Payback  Advance from MGP, , , , 
,  ________ , , , 
Cash-on-Cash Distribution,  $                          2,196.29 , , , 
Annualized Percentage Return to Date, , , 13%, 
LESS:   Third-Stage Frac Costs,  0 , , , 
, _________, , , 
Cumulative Cash Distributed, , $2,196.29 ,  , 
, , , , 
, , , , 
 ,  , , , 
, , , , 
CURRENT DISTRIBUTIONS, ,  Distribution, , 
    , , to Partner, , Annualized
, , Per $10,000 Unit, , Per Cent
Production Period       , Checks Through, , , 
, , , , 
10/1/95- 1/1/96     , March 5, 1996, 442.10, , 18%
1/1 - 4/1/96           ,        June 5, 1996, 476.56, , 19%
4/1 - 7/1/96           , September 5, 1996, 361.30, , 14%
7/1 - 9/30/96           , December 5, 1996, 284.05, , 11%
, , ________, , _______

Distributions  - 1996 (1 Quarter - 12  Periods), , $1,564.01, , 16%
Distributions - 1995 (3 Quarters - 9 Periods), , $632.28, , 
, , ___________, , 
Total  21 Periods,  , $2,196.29, , 
, , , , 
, , , , 
, , , , 
ONE UNIT CUMULATIVE TAX EFFECTED SAVINGS, , , , 
Unit Size,  $                             10,000 , , , 
, , , , 
1994  Intangible Drilling Cost  (76%  write-off), 3,168 , , , 
 ,  , , , 
Cumulative Depletion Allowance,                                204 , ,  , 
Tangible Deductions ,    , , ,  __________, , , 
Total Tax &  Percentage  Savings to Date ,  $    3,372.00 , , 34%, 
Total Cash Distributions,  $                          2,196.29 , ,  , 
, __________, , , 
, , , , 
TOTAL NET TAX SAVINGS & CASH DISTRIBUTED PER UNIT, , $5,568.29, 56%, 
, , , , 
, , , , 
, , , , 
Annualized Percent.  Simple return based on 30/days 
 12 month cycle starting with first distribution., , , , 
NOTE:  1 UNIT =  .00172% of Partnership distributions, , , , 

DATED:   APRIL 24, 1997
</TABLE>



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.


<TABLE>
<CAPTION>

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

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


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

</TABLE>


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


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


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


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





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


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