SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
Date of report (Dated of earliest event reported) December 10, 1998.
Atlas-Energy for the Nineties-Public #5 Ltd.
(Name of small business issuer in this charter)
Pennsylvania 25-1795703
(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
- ---------------------------------------------------------------------
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
In December 1998, the Partnership engaged Grant Thornton, LLP as the
independent certified public accountants to audit the Partnership's
financial statements for the calendar year ended December 31, 1998. At
that time, the Partnership chose not to renew the engagement of
McLaughlin & Courson, who previously served as the Partnership's
independent certified public accountants. The decision to change
accountants was approved by the Board of Directors of the Managing
General Partner, Atlas Resources, Inc.
During the two most recent fiscal years of the Partnership and each
subsequent interim period preceding September 30, 1998, there were no
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the
satisfaction of the former accountants would have caused them to make
reference in connection with their report to the subject matter of the
disagreements.
The report of the former principal accountants on the financial
statements of the Partnership for either of the past two years
contained no adverse opinion or disclaimer of opinion, nor was either
qualified or modified as the uncertainty, audit scope, or accounting
principles.
- -----------------------------------------------------------------------
<PAGE>
SIGNATURES
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 #5 Ltd.
By: (Signature and Title):
Atlas Resources, Inc. Managing General Partner
By: (Signature and Title):
/s/ James R. O'Mara, President, Chief Executive Officer and a Director
Date: December 10, 1998
By: (Signature and Title):
/s/ Charles T. Koval, Chairman of the Board and a Director
Date: December 10, 1998
By: (Signature and Title):
/s/ Bruce M. Wolf, General Counsel, Secretary and a Director
Date: December 10, 1998
By: (Signature and Title):
/s/ Tony C. Banks, Vice President and Chief Financial Officer
Date: December 10, 1998
- -------------------------------------------------------------
McLAUGHLIN & COURSON
CERTIFIED PUBLIC ACCOUNTANTS
2002 LAW & FINANCE BUILDING
PITTSBURGH, PA 15219
____________
412/261-0630
FAX 412/261-3582
January 7, 1198
Securities and Exchange Commission
Washington, DC 20549
Re: Atlas Energy for the Nineties-Public #5 Ltd.
311 Rouser Road
Moon Township, Pennsylvania 15108
Form 8K dated December 10, 1998
Gentlemen:
We have attached a copy of Item 4 concerning Changes in Registrant's
Certifying Accountants which we understand has been provided you by the
registrant.
Our firm did not have any unresolved disagreements with the registrant
and therefore we are in agreement with the attached disclosure.
/s/___________________________
MCLAUGHLIN & COURSON
