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                       ARTICLES OF INCORPORATION
                        OF ATLAS RESOURCES, INC.

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 Exhibit 3(a)


COMMONWEALTH   OF   PENNSYLVANIA
 688825

Department of State

To All to Whom These Presents Shall Come, Greeting:


WHEREAS,  Under the provisions of the Business Corporation Law, approved 
the 5th day of May,   Anno Domini  one thousand nine  hundred and 
thirty-three,  P. L.  364, as  amended, the Department of State is 
authorized and required to issue a 

CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation
organized under the terms of that law, and

WHEREAS, The stipulations and conditions of  that  law  have  been 
 fully  complied  with by the persons desiring to incorporate as 

ATLAS RESOURCES, INC.

THEREFORE, KNOW YE,  That  subject  to  the  Constitution of  this 
 Commonwealth and under the authority of the Business Corporation Law,  
I  do by  these  presents, which  I  have caused to be sealed with the 
Great Seal of the Commonwealth, create, erect, and in-corporate  the  
incorporators of  and  subscribers  to the shares of the proposed 
corporation named above, their associates and successors, and also those 
who may thereafter become subscribers  or holders of  the shares  of 
such corporation, into a body politic and corporate in deed  and  in  
law by  the name  chosen  hereinbefore specified,  which  shall  exist 
perpetually and shall be invested with and have 
and enjoy all the powers, privileges, and franchises  incident to a  
business  corporation and  be subject to all  the  duties, requirements, 
and restrictions specified and enjoined in and by the Business 
Corporation Law and all other applicable laws of this Commonwealth.

GIVEN under my Hand and the Great Seal of the  
Common-wealth, at the City of Harrisburg, this 
9th 
day of July in  the  year of our Lord one thousand nine hundred and
 seventy-nine and of  the  Commonwealth  the  two  hundred and fourth

 /s/  Ethel D. Allen, D.O.                     
          
Secretary of the Commonwealth



Filed this  9th day of July1979.
Commonwealth of Pennsylvania Department of State

/s/  Ethel D. 
Allen, D.O.


Secretary of the 
Commonwealth


     79:37        617
DSCB:BCL-204(Rev. 8-72)    
Filing Fee: $75                  AIB-7     688825  
Articles of Incorporation--              COMMONWEALTH OF PENNSYLVANIA
Domestic Business Corporation            DEPARTMENT OF STATE
                                         CORPORATION BUREAU

In  compliance  with  the  requirements of   section  204  of  the 
 Business Cor-poration  Law,  act  of  May 5,  1933  (P.L.  364)   (15  
P.  S.  .1204) the undersigned desiring  to be  incorporated  as  a  
business  corporation,  hereby   certifies
(certify)  that:

1. The  name  of  the  corporation  is    ATLAS RESOURCES, INC.

2. The  location and post  office address  of  the initial registered  
office  of
the corporation in this Commonwealth  is:  311 Rouser Road, Coraopolis,
Pennsylvania  15108

3. The corporation is incorporated under the Business Corporation Law of 
the Commonwealth of Pennsylvania for the following purpose or purposes:
To engage  in and do any  lawful  act  concerning any or  all  lawful  
business
for which corporations may be incorporated under this act.

4. The term for which the corporation is to exist is perpetual.

5. The aggregate number of shares which the corporation shall have 
authority
to  issue  is:   Five Hundred   (500)  shares  of  capital stock without 
par value.

79:37       618

6. The  name and  post  office address  of  each  incorporator  and the 
 number
and  class of  shares  subscribed  by  such  incorporator(s)   is   
(are):

Number and
    Name  Address           Class of Shares

   Ira  S. Pimm,  Jr.  2225  Land  Title Building   1
 Philadelphia,  PA    19110

IN TESTIMONY  WHEREOF,  the incorporator(s)   has   (have)  signed 
and sealed
these Articles of Incorporation this 5th  day  of      July   ,  1979.

 

_________________________(SEAL) 
 /s/    Ira  S.  Pimm, Jr

______________________(SEAL)



RECEIVED    `79  JUL   9   AM   9:09  DEPARTMENT OF STATE





COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of Incorporation
Domestic Business Corporation

In  compliance  with  the  requirements  of  section  204  of
the  Business  Corporation  Law,  act  of  May  5,  1993 (P.  L.  364)
( 15   P.  S.  S1204)  the  undersigned,   desiring  to  be  incorporated
as a business  corporation,  hereby  certifies  that:

1. The name of the corporation is

ATLAS RESOURCES, INC.

2. The  location  and  post  office  address  of  the  initial
registered  office  of  the  corporation  in  this  Commonwealth   is:
311   Rouser  Road,  Coraopolis,  Pennsylvania    15108
3. The  corporation  is  incorporated  under  the  Business
Corporation  Law  of  the  Commonwealth  of  Pennsylvania  for the 
following  purpose  or  purposes:   To engage  in  and  do  any  law-
ful  act  concerning  any  or  all   lawful  business  for  which   cor-
porations  may  be  incorporated  under  this  act.
4. The  term  for  which  the  corporation  is  to  exist  is
perpetual.
5. The  aggregate  number  of  shares  which  the corporation 
shall   have   authority   to   issue   is:   Five  Hundred  (500)   
shares
of   capital  stock  without  par   value.
6. The  name  and  post  office  address  of  each  incorporator
and  the  number  and  class  of  shares  subscribed  by such  incor-
porator  is:

Name    Address   Number and
Class of shares

Ira S. Pimm,  Jr.  2225 Land Title Building   1
Philadelphia, PA   19110

IN TESTIMONY WHEREOF,   the   incorporator  has  signed  and
sealed    these  Articles  of    Incorporation   this    5th   day   of 
July,   1979.

      IRA  S.  PIMM,  JR.         (SEAL)

Filed  this   9th   day  of  July,   1979.
Commonwealth  of  Pennsylvania
Department  of  State
ETHEL  D.  ALLEN,  D.O.
Secretary  of  the  Commonwealth


COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:
WHEREAS,   Under   the   provisions  of   the   Business  Corpora-
tion  Law,  approved   the  5th  day  of  May,  Anno  Domini  one  thou-
sand   nine   hundred   and   thirty - three,   P. L.  364,  as  
amended,   the
Department  of  State  is  authorized  and required   to  issue  a
CERTIFICATE OF INCORPORATION
evidencing  the  incorporation  of   a   business  corporation   organ-
ized  under  the  terms  of   that  law.
AND WHEREAS,   The  stipulations  and  conditions  of  that  law
have  been  fully  complied  with  by  the  persons  desiring  to
incorporate  as   ATLAS RESOURCES,  INC.
THEREFORE, KNOW YE,    That  subject  to  the  Constitution  of
this  Commonwealth  and  under  the  authority  of  the  Business
Corporation  Law,  I  do   by  these  presents,  which  I  have  caused
to  be  sealed  with  the   Great  Seal  of  the  Commonwealth,  create,
erect,  and  incorporate  the  incorporators  of  and  the  subscribers
to  the  shares  of  the  proposed  corporation  named  above,  their
associates  and  successors, and also those who may thereafter become 
subscribers  or  holders  of  the  shares  of  such corpora-
tion,  into  a  body  politic and  corporate  in deed  and  in  law
by  the  name  chosen  hereinbefore  specified,  which  shall  exist

perpetually  and  shall  be  invested  with  and  have  and  enjoy
all  the  powers,  privileges,  and  franchises  incident  to  a
business  corporation  and  be  subject  to  all  the duties,  re-
quirements  and  restrictions  specified  and  enjoined in  and  by
the  Business Corporation  Law  and  all  other  applicable  laws
of  this  Commonwealth.
       GIVEN   under  my  Hand  and  the  Great  Seal    
   of  the  Commonwealth,  at  the  City
SEAL OF THE STATE OF  of   Harrisburg,  this   9th   day  of
PENNSYLVANIA  July,   in  the  year  of  our  Lord
one  thousand  nine  hundred  and
seventy-nine  and  of  the  Common-
wealth  the  two  hundred  and
fourth.
ETHEL  D.  ALLEN,  D.O.
Secretary  of  the  Commonwealth