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                CERTIFICATE OF LIMITED PARTNERSHIP
           FOR ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.
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Exhibit 4(a)
Microfilm Number                                          Filed with the 
Department of State on   July 26, 1996     

Entity Number      2707198                                              
                                                                       
 Secretary of the Commonwealth           

 CERTIFICATE OF LIMITED PARTNERSHIP
 DSCB:15-8511 (Rev 90)


In compliance with the requirements of 15 Pa.C.S. . 8511 (relating 
to certificate of limited partnership), the undersigned, desiring to 
form a limited partnership, hereby certifies that:

1. The name of the limited partnership is:       Atlas-Energy for the 
Nineties-Public #5 Ltd.   

2. The (a) address of this limited partnership's initial registered 
office in this Commonwealth or (b) name of its commercial registered 
office provider and the county of venue is:

(a)       311 Rouser Road                  Moon Township            
      Pennsylvania                     15108        Allegheny         
      Number and Street                          City               
                          State                                         
   Zip                 County

(b)c/o   N/A                                                        
                                                                        
                                         
Name of Commercial Registered Office Provider                   
                                                                        
                     County

For a limited partnership represented by a commercial registered 
office provider, the county in (b) shall be deemed the county in 
which the limited partnership is located for venue and official 
publication purposes.


3. The name and business address of each general partner of the 
partnership is:

Name       Address

        Atlas Resources, Inc.                                           
            311 Rouser Road, Moon Township, Pennsylvania 15108          
 
4. (Check, and if appropriate complete, one of the following):

     X     The formation of the limited partnership shall be be 
effective upon filing this Certificate of Limited Partnership in   the 
Department of State.

            The formation of the limited partnership  shall be 
effective on:                               at                          
                
Date     Hour

IN TESTIMONY WHEREOF, the undersigned general partner(s) of the 
limited partnership has (have) executed this Certificate of Limited 
Partnership this 22nd day of July,  1996.

                                     Atlas Resources, Inc.

                                     /s/ J.R. O'Mara      
              (Signature)          J.R. O'Mara (Signature)