EXHIBIT 10(O)






                                ESCROW AGREEMENT

                      ATLAS AMERICA PUBLIC #15-2006(B) L.P.































                      ATLAS AMERICA PUBLIC #15-2006(B) L.P.

                                ESCROW AGREEMENT


       THIS AGREEMENT is made to be effective as of ________________, 2006, by
and among Atlas Resources, Inc., a Pennsylvania corporation (the "Managing
General Partner"), Anthem Securities, Inc., a Pennsylvania corporation
("Anthem"), the "Dealer-Manager," Atlas America Public #15-2006(B) L.P., a
Delaware limited partnership (the "Partnership") and National City Bank of
Pennsylvania, Pittsburgh, Pennsylvania, as escrow agent (the "Escrow Agent").

                                   WITNESSETH:

       WHEREAS, the Managing General Partner intends to offer publicly for sale
to qualified investors (the "Investors") up to 14,265.5 investor general
partner interests and up to 507.1 limited partner interests in the Partnership
the "Units").

       WHEREAS, each Investor will be required to pay his subscription in full
on subscribing by check or wire (the "Subscription Proceeds").

       WHEREAS, the cost per Unit will be $10,000 subject to certain discounts
of up to 10.5% ($1,050 per Unit) for sales to the Managing General Partner, its
officers, directors and affiliates, registered investment advisors and their
clients, Selling Agents and their registered representatives and principals, and
investors who buy Units through the officers and directors of the Managing
General Partner. Also, the Managing General Partner, in its discretion, may
accept one-half Unit ($5,000) subscriptions, with larger subscriptions permitted
in $1,000 increments.

       WHEREAS, the Managing General Partner and Anthem have executed an
agreement ("Anthem Dealer-Manager Agreement") under which Anthem will solicit
subscriptions for Units in all states on a "best efforts" "all or none" basis
for Subscription Proceeds of $2,000,000 and on a "best efforts" basis for the
remaining Units on behalf of the Managing General Partner and the Partnership
and under which Anthem has been authorized to select certain members in good
standing of the National Association of Securities Dealers, Inc. ("NASD") to
participate in the offering of the Units ("Selling Agents").

       WHEREAS, the Anthem Dealer-Manager Agreement, the "Dealer-Manager
Agreement," provides for compensation to the Dealer-Manager to participate in
the offering of the Units, subject to the discounts set forth above for certain
Investors, which compensation includes, but is not limited to, for each Unit
sold:

        o   a 2.5% Dealer-Manager fee;

        o   a 7% sales commission;

        o   a .5% accountable Reimbursement for Permissible Non-Cash
            Compensation; and

        o   an up to .5% reimbursement of the Selling Agents' bona fide due
            diligence expenses;

all or a portion of which will be reallowed to the Selling Agents and
wholesalers.

       WHEREAS, under the terms of the Dealer-Manager Agreement the Subscription
Proceeds are required to be held in escrow subject to the receipt and acceptance
by the Managing General Partner of the minimum Subscription Proceeds of
$2,000,000, excluding any optional subscription by the Managing General Partner,
its officers, directors, and Affiliates.





                                        1


       WHEREAS, the Units may also be offered and sold by the officers and
directors of the Managing General Partner without receiving a sales commission
or other compensation on their sales.

       WHEREAS, no subscriptions to the Partnership will be accepted after the
"Offering Termination Date," which is the first to occur of either:

        o   receipt of the maximum Subscription Proceeds of $147,726,000; or

        o   December 31, 2006.

       WHEREAS, to facilitate compliance with the terms of the Dealer-Manager
Agreement and Rule 15c2-4 adopted under the Securities Exchange Act of 1934, the
Managing General Partner and the Dealer-Manager desire to have the Subscription
Proceeds deposited with the Escrow Agent and the Escrow Agent agrees to hold the
Subscription Proceeds under the terms and conditions set forth in this
Agreement.

       NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, the parties to this Agreement, intending to be
legally bound, agree as follows:

1.      APPOINTMENT OF ESCROW AGENT. The Managing General Partner, the
        Partnership, and the Dealer-Manager appoint the Escrow Agent as the
        escrow agent to receive and to hold the Subscription Proceeds deposited
        with the Escrow Agent by the Dealer-Manager and the Managing General
        Partner under this Agreement, and the Escrow Agent agrees to serve in
        this capacity during the term and based on the provisions of this
        Agreement.

2.      DEPOSIT OF SUBSCRIPTION PROCEEDS. Pending receipt of the minimum
        Subscription Proceeds of $2,000,000, the Dealer-Manager and the Managing
        General Partner shall deposit the Subscription Proceeds of each Investor
        to whom they sell Units with the Escrow Agent and shall deliver to the
        Escrow Agent a copy of the "Subscription Agreement," which is the
        execution and subscription instrument signed by the Investor to evidence
        his agreement to purchase Units in the Partnership. Payment for each
        subscription for Units shall be in the form of a check or wire made
        payable to "Atlas America Public #15-2005(A) L.P., Escrow Agent,
        National City Bank of Pennsylvania."

3.      INVESTMENT OF SUBSCRIPTION PROCEEDS. The Subscription Proceeds shall be
        deposited in an interest bearing account maintained by the Escrow Agent
        as directed by the Managing General Partner. This may be a savings
        account, bank money market account, short-term certificates of deposit
        issued by a bank, or short-term certificates of deposit issued or
        guaranteed by the United States government. The interest earned shall be
        added to the Subscription Proceeds and disbursed in accordance with the
        provisions of Paragraph 4 or 5 of this Agreement, as the case may be.

4.      DISTRIBUTION OF SUBSCRIPTION PROCEEDS. If the Escrow Agent:

        (a)    receives proper written notice from an authorized officer of the
               Managing General Partner that at least the minimum Subscription
               Proceeds of $2,000,000 have been received and accepted by the
               Managing General Partner; and

        (b)    determines that Subscription Proceeds for at least $2,000,000 are
               Distributable Subscription Proceeds;






Escrow Agreement                        2



         then the Escrow Agent shall promptly release and distribute to the
         Managing General Partner the Distributable Subscription Proceeds plus
         any interest paid and investment income earned on the Subscription
         Proceeds while held by the Escrow Agent in the escrow account. For
         purposes of the Agreement, "Distributable Subscription Proceeds" are
         Subscription Proceeds which have been deposited in the escrow account
         (1) by wire transfer; and (2) by check, but in the case of checks only
         at the time that the Escrow Agent believes an amount of time has passed
         which would usually be sufficient for Subscription Proceeds paid by
         check to have returned unpaid by the bank on which the check was drawn
         and after a 10 day period from the date of deposit.

         After the occurrence of 4(a) and (b) above, Escrow Agent will provide a
         letter to the Managing General Partner confirming receipt of checks
         and/or wires representing Subscription Proceeds totaling at least
         $2,000,000 have been received and the anticipated date the funds will
         be considered Distributable Subscription Proceeds.

         After the initial distribution, any remaining Subscription Proceeds,
         plus any interest paid and investment income earned on the Subscription
         Proceeds while held by the Escrow Agent in the escrow account, shall be
         promptly released and distributed to the Managing General Partner by
         the Escrow Agent as the Subscription Proceeds become Distributable
         Subscription Proceeds after a 10 day period from the date of deposit.

         The Managing General Partner shall immediately return to the Escrow
         Agent any Subscription Proceeds distributed to the Managing General
         Partner or refunded to an Investor to the extent that such Subscription
         Proceeds were paid by a check which is returned or otherwise not
         collected for any reason prior or subsequent to termination of this
         Agreement.

5.       SEPARATE PARTNERSHIP ACCOUNT. During the continuation of the offering
         after the Partnership is funded with cleared Subscription Proceeds of
         at least $2,000,000 and the Escrow Agent receives the notice described
         in Paragraph 4 of this Agreement, and before the Offering Termination
         Date, any additional Subscription Proceeds may be deposited by the
         Dealer-Manager and the Managing General Partner directly in a separate
         Partnership account which shall not be subject to the terms of this
         Agreement.

6.       DISTRIBUTIONS TO SUBSCRIBERS.

         (a)    If the Partnership is not funded as contemplated because less
                than the minimum Subscription Proceeds of $2,000,000 have been
                received and accepted by the Managing General Partner by twelve
                (12:00) p.m. (noon), local time, EASTERN STANDARD TIME on the
                Offering Termination Date, or for any other reason, then the
                Managing General Partner shall notify the Escrow Agent, and the
                Escrow Agent promptly shall distribute to each Investor, for
                which Escrow Agent has a copy of the subscription agreement, a
                refund check made payable to the Investor in an amount equal to
                the Subscription Proceeds of the Investor, plus any interest
                paid or investment income earned on the Investor's Subscription
                Proceeds while held by the Escrow Agent in the escrow account.

         (b)    If a subscription for Units submitted by an Investor is rejected
                by the Managing General Partner for any reason after the
                Subscription Proceeds relating to the subscription have been
                deposited with the Escrow Agent, then the Managing General
                Partner promptly shall notify in writing, the Escrow Agent of
                the rejection, and the Escrow Agent shall promptly distribute to
                the Investor for which Escrow Agent has a copy of a Subscription
                Agreement, a refund check made payable to the Investor in an
                amount equal to the Subscription Proceeds of the Investor, plus
                any interest paid or investment income earned on the Investor's
                Subscription Proceeds while held by the Escrow Agent in the
                escrow account.









Escrow Agreement                        3


7.       COMPENSATION AND EXPENSES OF ESCROW AGENT. The Managing General Partner
         shall be solely responsible for and shall pay the compensation of the
         Escrow Agent for its services under this Agreement, as provided in
         Appendix 1 to this Agreement and made a part of this Agreement, and the
         charges, expenses (including any reasonable attorneys' fees), and other
         out-of-pocket expenses incurred by the Escrow Agent in connection with
         the administration of the provisions of this Agreement. The Escrow
         Agent shall have no lien on the Subscription Proceeds deposited in the
         escrow account unless and until the Partnership is funded with cleared
         Subscription Proceeds of at least $2,000,000 and the Escrow Agent
         receives the proper written notice described in Paragraph 4 of this
         Agreement, at which time the Escrow Agent shall have, and is granted, a
         prior lien on any property, cash, or assets held under this Agreement,
         with respect to its unpaid compensation and nonreimbursed expenses,
         superior to the interests of any other persons or entities.

8.       DUTIES OF ESCROW AGENT. The Escrow Agent shall not be obligated to
         accept any notice, make any delivery, or take any other action under
         this Agreement unless the notice or request or demand for delivery or
         other action is in writing and given or made by the Managing General
         Partner or an authorized officer of the Managing General Partner. In no
         event shall the Escrow Agent be obligated to accept any notice,
         request, or demand from anyone other than the Managing General Partner.

9.       LIABILITY OF ESCROW AGENT. The Escrow Agent shall not be liable for any
         damages, or have any obligations other than the duties prescribed in
         this Agreement in carrying out or executing the purposes and intent of
         this Agreement. However, nothing in this Agreement shall relieve the
         Escrow Agent from liability arising out of its own willful misconduct
         or gross negligence. The Escrow Agent's duties and obligations under
         this Agreement shall be entirely administrative and not discretionary.
         The Escrow Agent shall not be liable to any party to this Agreement or
         to any third-party as a result of any action or omission taken or made
         by the Escrow Agent in good faith. The parties to this Agreement will
         jointly and severally indemnify the Escrow Agent, hold the Escrow Agent
         harmless, and reimburse the Escrow Agent from, against and for, any and
         all liabilities, costs, fees and expenses (including reasonable
         attorney's fees) the Escrow Agent may suffer or incur by reason of its
         execution and performance of this Agreement. If any legal questions
         arise concerning the Escrow Agent's duties and obligations under this
         Agreement, then the Escrow Agent may consult with its counsel and rely
         without liability on written opinions given to it by its counsel.

         The Escrow Agent shall be protected in acting on any written notice,
         request, waiver, consent, authorization, or other paper or document
         which the Escrow Agent, in good faith, believes to be genuine and what
         it purports to be.

         If there is any disagreement between any of the parties to this
         Agreement, or between them or any other person, resulting in adverse
         claims or demands being made in connection with this Agreement, or if
         the Escrow Agent, in good faith, is in doubt as to what action it
         should take under this Agreement, then the Escrow Agent may, at its
         option, refuse to comply with any claims or demands on it or refuse to
         take any other action under this Agreement, so long as the disagreement
         continues or the doubt exists. In any such event, the Escrow Agent
         shall not be or become liable in any way or to any person for its
         failure or refusal to act and the Escrow Agent shall be entitled to
         continue to so refrain from acting until the dispute is resolved by the
         parties involved.

         National City Bank of Pennsylvania is acting solely as the Escrow Agent
         and is not a party to, nor has it reviewed or approved any agreement or
         matter of background related to this Agreement, other than this
         Agreement itself, and has assumed, without investigation, the authority
         of the individuals executing this Agreement to be so authorized on
         behalf of the party or parties involved.





Escrow Agreement                        4


10.      RESIGNATION OR REMOVAL OF ESCROW AGENT. The Escrow Agent may resign as
         such after giving thirty days' prior written notice to the other
         parties to this Agreement. Similarly, the Escrow Agent may be removed
         and replaced after receiving thirty days' prior written notice from the
         other parties to this Agreement. In either event, the duties of the
         Escrow Agent shall terminate thirty days after the date of the notice
         (or as of an earlier date as may be mutually agreeable); and the Escrow
         Agent shall then deliver the balance of the Subscription Proceeds (and
         any interest paid or investment income earned thereon while held by the
         Escrow Agent in the escrow account) in its possession to a successor
         escrow agent appointed by the other parties to this Agreement as
         evidenced by a written notice filed with the Escrow Agent.

         If the other parties to this Agreement are unable to agree on a
         successor escrow agent or fail to appoint a successor escrow agent
         before the expiration of thirty days following the date of the notice
         of the Escrow Agent's resignation or removal, then the Escrow Agent may
         petition any court of competent jurisdiction for the appointment of a
         successor escrow agent or other appropriate relief. Any resulting
         appointment shall be binding on all of the parties to this Agreement.

         On acknowledgment by any successor escrow agent of the receipt of the
         then remaining balance of the Subscription Proceeds (and any interest
         paid or investment income earned thereon while held by the Escrow Agent
         in the escrow account), the Escrow Agent shall be fully released and
         relieved of all duties, responsibilities, and obligations under this
         Agreement.

11.      TERMINATION. This Agreement shall terminate and the Escrow Agent shall
         have no further obligation with respect to this Agreement after the
         distribution of all Subscription Proceeds (and any interest paid or
         investment income earned thereon while held by the Escrow Agent in the
         escrow account) as contemplated by this Agreement or on the written
         consent of all the parties to this Agreement.

12.      NOTICE. Any notices or instructions, or both, to be given under this
         Agreement shall be validly given if set forth in writing and mailed by
         certified mail, return receipt requested, or by facsimile with
         confirmation of receipt (originals to be followed in the mail), or by a
         nationally recognized overnight courier, as follows:

         If to the Escrow Agent:

                  National City Bank
                  c/o Allegiant Institutional Services
                  200 Public Square, 5th Floor
                  Cleveland, Ohio 44114

                  Attention: Dawn DeWerth LOC 01-86PS-01

                  Phone: (216) 222-9225
                  Facsimile: (216) 222-7044

         If to the Managing General Partner:

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

                  Attention: Karen A. Black

                  Phone: (412) 262-2830
                  Facsimile: (412) 262-2820






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         If to Anthem:

                  Anthem Securities, Inc.
                  311 Rouser Road
                  P.O. Box 926
                  Moon Township, Pennsylvania 15108

                  Attention: Justin T. Atkinson

                  Phone: (412) 262-1680
                  Facsimile: (412) 262-7430

       Any party may designate any other address to which notices and
instructions shall be sent by notice duly given in accordance with this
Agreement.

13.      MISCELLANEOUS.

         (a)    This Agreement shall be governed by and construed in accordance
                with the laws of the Commonwealth of Pennsylvania.

         (b)    This Agreement shall be binding on and shall inure to the
                benefit of the undersigned and their respective successors and
                assigns.

         (c)    This Agreement may be executed in multiple copies, each executed
                copy to serve as an original.

14.      The parties hereto and subscribers acknowledge Escrow Agent has not
         reviewed and is not making any recommendations with respect to the
         securities offered.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.

                                 NATIONAL CITY BANK OF PENNSYLVANIA
                                 As Escrow Agent


                                 By:____________________________________________
                                    James Schultz, Vice President


                                 ATLAS RESOURCES, INC.
                                 A Pennsylvania corporation

                                 By:____________________________________________
                                    Karen A. Black, Vice President - Partnership
                                    Administration


                                 ANTHEM SECURITIES, INC.
                                 A Pennsylvania corporation

                                 By:____________________________________________
                                    Justin T. Atkinson, President







Escrow Agreement                        6





                                 ATLAS AMERICA PUBLIC #15-2006(B) L.P.

                              By:  ATLAS RESOURCES, INC.
                                   Managing General Partner

                              By:  _____________________________________________
                                   Karen A. Black, Vice President - Partnership
                                   Administration




























Escrow Agreement                        7


                         APPENDIX I TO ESCROW AGREEMENT

                    COMPENSATION FOR SERVICES OF ESCROW AGENT
                    -----------------------------------------

REVIEW AND ACCEPTANCE FEE:                                          $   WAIVED

For providing initial review of the Escrow Agreement and all supporting
documents and for initial services associated with establishing the Escrow
Account. This is a one (1) time fee payable upon the opening of the account.

I.       Annual Administrative Fee Payable in Advance               $3000.00
         (or any portion thereof)

II.      Remittance of checks returned to subscribers               20.00
         (set out in section 6 of the governing agreement)

III.     Wire transfers                                             n/a

IV.      Purchase or Sale of Securities                             100.00

V.       Investments (document limits investment to a checking or savings
account, or certificates of deposit) such products offered by any National City
Bank retail branch)- fees are subject to the type of account the Managing
General Partner directs the Escrow Agent to open and to be governed by the
Escrow Agreement.

EXTRAORDINARY SERVICES:

For any services other than those covered by the aforementioned, a special per
hour charge will be made commensurate with the character of the service, time
required and responsibility involved. Such services include but are not limited
to excessive administrative time, attendance at closings, specialized reports,
and record keeping, unusual certifications, etc.

Managing General Partner agrees to report all funds in accordance with
appropriate tax treatment.

FEE SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT
THERETO.














Escrow Agreement                        8