FORM 12b-25
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                                                         SEC FILE NUMBER

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                                                           CUSIP NUMBER

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Check One):  [X] Form 10-K  [  ] Form 20-F  [  ] Form 11-K  [  ] Form 10-Q  
              [ ] Form N-SAR

For Period Ended:  December 31, 1998

[ ] Transition Report on Form 10-K 
[ ] Transition Report on Form 20-F 
[ ] Transition Report on Form 11-K 
[ ] Transition Report on Form 10-Q 
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:  N/A

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Read Instruction (on back page) Before Preparing Form.  Please Print or Type:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

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PART 1 - REGISTRANT INFORMATION
Atlas - Energy for the Nineties - Public #5 Ltd.
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Full Name of Registrant
N/A 
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Former Name if Applicable
311 Rouser Road                                                                
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Address of Principal Executive Office (Street and Number)
Moon Township, Pennsylvania 15108 
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City, State and Zip Code.

PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.

[Check box if appropriate]
        (a)    The reasons described in reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense:
  [X]   (b)    The subject annual report, semi-annual report, transition
               report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
               thereof, will be filed on or before the fifteenth calendar day
               following the prescribed due date; or the subject quarterly
               report of transition report on Form 10-Q, or portion thereof will
               be filed on or before the fifth calendar day following the
               prescribed due date; and
        (c)    The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.


PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transaction report or portion thereof could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).

Reserve reports with respect to the registrant's oil and gas assets were
prepared using pricing assumptions which the registrant is currently reviewing
to determine whether they are in compliance with industry standard pricing
models. Registrant believes that correction of the reports, if any is required,
will take approximately 10 to 15 days.

PART IV - OTHER INFORMATION
(1)      Name and telephone number of person to contact in regard to this 
         notification

         Tony C. Banks                     412                     262-2830
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            (Name)                     (Area Code)            (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities Exchange Act of 1934 or Section 30 of the Investment
         Company Act of 1940 during the proceeding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed? If answer is no, identify report(s). [X] Yes [ ] No
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(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statement to be included in the subject
         report or portion thereof? [ ] Yes [X] No*

If so, attached an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
 
*The registrant is not currently aware of possible  material  changes.  However,
depending  upon the  results  of  registrant's  review  of the  reserve  reports
referred  to in Part III,  the pricing  assumptions  may be  modified.  Any such
modification  could  result  in  an  adjustment  to  the  stated  value  of  the
registrant's oil and gas assets, and such adjustment may possibly be material.
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                   Atlas - Energy for the Nineties - Public #5
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.

Date:    March 31, 1999
By:      Atlas Resources, Inc.
By:       /s/   Tony C. Banks
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         Tony C. Banks
         Vice President and Chief Financial Officer