As filed with the Securities and Exchange Commission on June 27, 2007

Registration Number 333-________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________________

ATLAS RESOURCES PUBLIC #17-2007 PROGRAM

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

____________________________________

1311

(Primary Standard Industrial Classification Code Number)

____________________________________

Not Applicable

(IRS Employer Identification Number)

____________________________________

311 Rouser Road

Moon Township, Pennsylvania 15108

(412) 262-2830

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

____________________________________

Jack L. Hollander, Senior Vice President - Direct Participation Programs

Atlas Resources, LLC

311 Rouser Road, Moon Township, Pennsylvania 15108

(412) 262-2830

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

____________________________________

With a Copy to:

Wallace W. Kunzman, Jr., Esq.

Kunzman & Bollinger, Inc.

5100 N. Brookline

Suite 600

Oklahoma City, Oklahoma 73112

____________________________________

As soon as practicable after this Registration Statement becomes effective.

(Approximate Date of Commencement of Proposed Sale to the Public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

____________________________________

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Unit Amounts to be Registered	Dollar Amounts to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Investor General Partner Units (1)	39,600	$396,000,000	$10,000	$396,000,000	$12,157.20
Converted Limited Partner Units (2)	39,600	- 0 -	- 0 -	- 0 -	- 0 -
Limited Partner Units (3)	400	$4,000,000	$10,000	$4,000,000	$ 122.80
TOTAL	40,000	$400,000,000		$400,000,000	$12,280.00

(1)	“Investor General Partner Units” means the investor general partner interests offered to participants in the program.

(2)	“Converted Limited Partner Units” means up to 39,600 limited partner units into which the investor general partner units automatically will be converted by the managing general partner with no additional price paid by the investor.

(3)	“Limited Partner Units” means up to 400 initial limited partner interests offered to participants in the program.

The Registrant hereby amends this Registration Statement on such dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ATLAS RESOURCES PUBLIC #17-2007 PROGRAM

CROSS REFERENCE SHEET

Item of Form S-1		Caption in Prospectus
Item 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus		Front Page of Registration Statement and Outside Front Cover Page of Prospectus

Item 2. Inside Front and Outside Back Cover Pages of Prospectus		Inside Front and Outside Back Cover Pages of Prospectus

Item 3. Summary Information, Risk Factors and Ratio Of Earnings to Fixed Charges		Summary of the Offering; Risk Factors

Item 4. Use of Proceeds		Capitalization and Source of Funds and Use of Proceeds

Item 5. Determination of Offering Price		Terms of the Offering

Item 6. Dilution		The managing general partner’s officers, directors, promoters and affiliated persons have not acquired any units during the past five years. Also, no units will be issued in this offering to the managing general partner except units subscribed for by the managing general partner, which it does not anticipate. Discounted units, if any, are described in “Plan of Distribution.”

Item 7. Selling Security Holders		The program does not have any selling security holders.

Item 8. Plan of Distribution		Plan of Distribution

Item 9. Description of Securities to be Registered		Summary of the Offering; Terms of the Offering; Summary of Partnership Agreement

Item 10. Interests of Named Experts and Counsel		Legal Opinions; Experts

Item 11. Information with respect to the Registrant

(a) Description of Business		Proposed Activities; Management

(b) Description of Property		Proposed Activities

(c) Legal Proceedings		Litigation

(d) Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters		The partnerships composing the program have no markets in which their units are being traded and they have not yet conducted activities or paid any dividends.

(e) Financial Statements		Financial Information Concerning the Managing General Partner and Atlas Resources Public #17-2007(A) L.P.

(f) Selected Financial Data		All of the partnerships composing the program have been formed, but the partnerships have not conducted any activities. Thus, the program does not have this information for the partnerships.

(g) Supplementary Financial Information		All of the partnerships composing the program have been formed, but the partnerships have not conducted any activities. Thus, the program does not have this information for the partnerships.

Item of Form S-1		Caption in Prospectus
(h) Management’s Discussion and Analysis of Financial Condition and Results of Operations		Management’s Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources

(i) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		There have been no changes in and disagreements with accountants on accounting and financial disclosure.

(k) Directors and Executive Officers		Management

(l) Executive Compensation		Management

(m) Security Ownership of Certain Beneficial Owners and Management		Management

(n) Certain Relationships and Related Transactions		Compensation; Management; Conflicts of Interest

Item 12. Disclosure of Commission Position on Indemnification for Securities Act Liabilities		Fiduciary Responsibilities of the Managing General Partner

__________________

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS DATED JUNE ___, 2007

ATLAS RESOURCES PUBLIC #17-2007 PROGRAM

Up to 39,600 Investor General Partner Units, which will be automatically converted to Limited Partner Units after

drilling is completed in the respective partnership, and up to 400 Limited Partner Units, which are

collectively referred to as the “Units,”⁽¹⁾ at $10,000 per Unit

$2 Million (200 Units) Minimum Aggregate Subscriptions

$400 Million (40,000 Units) Maximum Aggregate Subscriptions

_______________

(1)

You may elect to buy either investor general partner units in the partnership then being offered that will be automatically converted to limited partner units after the partnership’s drilling is completed, or limited partner units. The type of unit you buy will not change your share of your partnership’s costs, revenues and cash distributions, however, there are material differences in the federal income tax effects and liability between investor general partner units and limited partner units as discussed in “Summary of the Offering - Description of Units.”

Atlas Resources Public #17-2007 Program is a series of up to three limited partnerships which will drill primarily natural gas development wells. See “Terms of the Offering - Subscription to a Partnership,” beginning on page 48, for a detailed description of the offering of these limited partnerships. The limited partnerships will be managed by Atlas Resources, LLC of Pittsburgh, Pennsylvania.

If you invest in a partnership, you will not have any interest in the other partnerships unless you also make a separate investment in the other partnerships.

The units will be offered on a “best efforts” “minimum-maximum” basis. This means the broker/dealers must sell at least 200 units and receive subscription proceeds of at least $2 million in order for a partnership to close, and they must use only their best efforts to sell the remaining units in a partnership.

Subscription proceeds for each partnership will be held in an interest bearing escrow account until $2 million has been received. The offering of Atlas Resources Public #17-2007(A) L.P. will not extend beyond December 31, 2007 and Atlas Resources Public #17-2008(B) L.P. and Atlas Resources Public #17-2008(C) will not extend beyond December 31, 2008. If the minimum subscription proceeds are not received by a partnership’s offering termination date, then your subscription will be promptly returned to you from the escrow account with interest and without deduction for any fees.

The Offering: In addition to the information in the table below for not less than 95% of the units (38,000 units), up to 5% of the units (2,000 units), in the aggregate, may be sold at $9,000 per unit to the managing general partner, its officers, directors and affiliates, and investors who buy units through the officers and directors of the managing general partner; or at $9,300 per unit to registered investment advisors and their clients, and selling agents and their registered representatives and principals. These discounted prices reflect certain fees, sales commissions and reimbursements which will not be paid for these sales. (See “Plan of Distribution.”) To the extent that units are sold at discounted prices, a partnership’s subscription proceeds will be reduced.

	Per Unit		Total Minimum		Total Maximum (2)
Public Price	$	10,000	$	2,000,000	$	400,000,000
Dealer-manager fee and sales commissions and bona fide due diligence reimbursements (1)	$	1,000	$	200,000	$	40,000,000
Proceeds to partnership	$	10,000	$	2,000,000	$	400,000,000
___________ (1) These fees, sales commissions and reimbursements will be paid by the managing general partner as a part of its capital contribution and not from subscription proceeds. See “Plan of Distribution” regarding the limits on bona fide due diligence reimbursements.

·	A partnership’s drilling operations involve the possibility of a total or partial loss of your investment that may be substantial because a partnership may drill wells that are productive, but do not produce enough revenue to return the investment made, and from time to time dry holes.

·	A partnership’s revenues are directly related to its ability to market the natural gas produced from the wells it drills and natural gas and oil prices, which are volatile and uncertain. If natural gas and oil prices decrease, then your investment return will decrease.

·	Unlimited joint and several liability for partnership obligations if you choose to invest as an investor general partner until you are converted to a limited partner.

·	Lack of liquidity or a market for the units, which makes it extremely difficult for you to sell your units.

·	Lack of conflict of interest resolution procedures.

·	Total reliance on the managing general partner and its affiliates.

·	Authorization of substantial fees to the managing general partner and its affiliates.

·	You and the managing general partner will share in costs disproportionately to your sharing of revenues.

·	Possible allocation of taxable income to you in excess of your cash distributions from your partnership.

·	No guaranty of cash distributions every month.

These securities are speculative and are subject to certain risks. You should purchase these securities only if you can afford a complete loss of your investment. (See “Risk Factors,” Page 13.)

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Anthem Securities, Inc. - Dealer-Manager

TABLE OF CONTENTS

SUITABILITY STANDARDS	1
In General	1
General Suitability Requirements for Purchasers of
Limited Partner Units	1
Special Suitability Requirements for Purchasers of Limited
Partner Units	2
General Suitability Requirements for Purchasers of
Investor General Partner Units	2
Special Suitability Requirements for Purchasers of Investor
General Partner Units	3
Fiduciary Accounts	4

SUMMARY OF THE OFFERING	5
Business of the Partnerships and the Managing General
Partner	5
Risk Factors	5
Terms of the Offering	7
Description of Units	8
Investor General Partner Units	8
Limited Partner Units	9
Use of Proceeds	10
Five Year-50% Subordination, Participation in Costs and
Revenues, and Distributions	10
Compensation	12

RISK FACTORS	13
Risks Related To The Partnerships’ Oil and Gas
Operations	13
No Guarantee of Return of Investment or Rate of
Return on Investment Because of Speculative
Nature of Drilling Natural Gas and Oil Wells	13
Because Some Wells May Not Return Their Drilling
and Completion Costs, It May Take Many Years to
Return Your Investment in Cash, If Ever	13
Risk Associated with Marcellus Shale	13
Nonproductive Wells May be Drilled Even Though the
Partnerships’ Operations are Primarily Limited to
Development Drilling	13
Partnership Distributions May be Reduced if There is a
Decrease in the Price of Natural Gas and Oil	14
Adverse Events in Marketing a Partnership’s Natural
Gas Could Reduce Partnership Distributions	14
Possible Leasehold Defects	16
Transfer of the Leases Will Not Be Made Until Well is
Completed	16
Participation with Third-Parties in Drilling Wells May
Require the Partnerships to Pay Additional Costs	17
Risks Related to an Investment In a Partnership	17
If You Choose to Invest as a General Partner, Then
You Have Greater Risk Than a Limited Partner	17
The Managing General Partner May Not Meet Its
Capital Contributions, Indemnification and
Purchase Obligations If Its Liquid Net Worth Is
Not Sufficient	18
An Investment in a Partnership Must be for the Long-
Term Because the Units Are Illiquid and Not
Readily Transferable	18
Spreading the Risks of Drilling Among a Number of
Wells Will be Reduced if Less than the Maximum
Subscription Proceeds are Received and Fewer
Wells are Drilled	19
Increases in the Costs of the Wells May Adversely
Affect Your Return	19
The Partnerships Do Not Own Any Prospects, the
Managing General Partner Has Complete
Discretion to Select Which Prospects Are Acquired
By a Partnership, and The Possible Lack of
Information for a Majority of the Prospects
Decreases Your Ability to Evaluate the Feasibility
of a Partnership	20

Drilling Prospects in One Area May Increase Risk	20
Lack of Production Information Increases Your Risk and
Decreases Your Ability to Evaluate the Feasibility of
a Partnership’s Drilling Program	21
The Partnerships in This Program and Other Partnerships
Sponsored by the Managing General Partner May
Compete With Each Other for Prospects, Equipment,
Subcontractors, and Personnel	21
Managing General Partner’s Subordination is Not a
Guarantee of the Return of Any of Your Investment	21
Borrowings by the Managing General Partner Could
Reduce Funds Available for Its Subordination
Obligation	21
Compensation and Fees to the Managing General Partner
Regardless of Success of a Partnership’s Activities
Will Reduce Cash Distributions	21
The Intended Monthly Distributions to Investors May be
Reduced or Delayed	22
There Are Conflicts of Interest Between the Managing
General Partner and the Investors	22
The Presentment Obligation May Not Be Funded and the
Presentment Price May Not Reflect Full Value	23
The Managing General Partner May Not Devote the
Necessary Time to the Partnerships Because Its
Management Obligations Are Not Exclusive	23
Prepaying Subscription Proceeds to the Managing
General Partner May Expose the Subscription
Proceeds to Claims of the Managing General
Partner’s Creditors	24
Lack of Independent Underwriter May Reduce Due
Diligence Investigation of the Partnerships and the
Managing General Partner	24
A Lengthy Offering Period May Result in Delays in the
Investment of Your Subscription and Any Cash
Distributions From the Partnership to You	24
The Partnerships are Subject to Comprehensive Federal,
State and Local Laws and Regulations That Could
Increase the Cost and Alter the Manner or Feasibility
of the Partnerships Doing Business	24
Your Interests May Be Diluted	24
Federal Income Tax Risks	25
Your Deduction for Intangible Drilling Costs May Be
Limited for Purposes of the Alternative Minimum
Tax	25
Limited Partners Need Passive Income to Use Their
Deduction for Intangible Drilling Costs	25
You May Owe Taxes in Excess of Your Cash
Distributions from Your Partnership	25
Investment Interest Deductions of Investor General
Partners May Be Limited	26
Your Tax Benefits from an Investment in a Partnership
Are Not Contractually Protected	26
An IRS Audit of Your Partnership May Result in an IRS
Audit of Your Personal Federal Income Tax Returns	26
Each Partnership’s Deductions May be Challenged by the
IRS	26
Changes in the Law May Reduce Your Tax Benefits
From an Investment in a Partnership	27
It May Be Many Years Before You Receive Any
Marginal Well Production Credits, If Ever	27

ADDITIONAL INFORMATION	27

FORWARD LOOKING STATEMENTS ANDASSOCIATED RISKS	27

INVESTMENT OBJECTIVES	28

TABLE OF CONTENTS

ACTIONS TO BE TAKEN BY MANAGING GENERAL
PARTNER TO REDUCE RISKS OF ADDITIONAL
PAYMENTS BY INVESTOR GENERAL PARTNERS	30

CAPITALIZATION AND SOURCE OF FUNDS
AND USE OF PROCEEDS	32
Source of Funds	32
Use of Proceeds	32

COMPENSATION	35
Dealer-Manager Fees	36
Natural Gas and Oil Revenues	36
Lease Costs	37
Drilling Contracts	38
Per Well Charges	41
Gathering Fees	42
Interest and Other Compensation	43
Estimate of Administrative Costs and Direct Costs to be
Borne by the Partnerships	43

TERMS OF THE OFFERING	48
Subscription to a Partnership	48
Partnership Closings and Escrow	49
Acceptance of Subscriptions	50

PRIOR ACTIVITIES	51

MANAGEMENT	61
Managing General Partner and Operator	61
Officers, Directors and Other Key Personnel of Managing
General Partner	63
Organizational Diagram and Security Ownership of
Beneficial Owners	66
Atlas America, Inc., a Delaware Company	68
Atlas Energy Resources, LLC, a Delaware Limited
Liability Company	68
Atlas Energy Management, Inc., a Delaware Company	69
Remuneration of Officers and Directors	69
Code of Business Conduct and Ethics	69
Transactions with Management and Affiliates	69

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION, RESULTS OF OPERATIONS,
LIQUIDITY AND CAPITAL RESOURCES	71

PROPOSED ACTIVITIES	74
Overview of Drilling Activities	74
Primary Areas of Operations	75
Mississippian/Upper Devonian Sandstone Reservoirs,
Fayette County, Pennsylvania	77
Clinton/Medina Geological Formation in Western
Pennsylvania	77
Mississippian Carbonate and Devonian Shale
Reservoirs in Anderson, Campbell, Morgan, Roane
and Scott Counties, Tennessee	78
Marcellus Shale Geological Formation
in Western Pennsylvania	79
Secondary Areas of Operations	79
Upper Devonian Sandstone Reservoirs, Armstrong
County, Pennsylvania	79
Upper Devonian Sandstone Reservoirs in McKean
County, Pennsylvania	80
Clinton/Medina Geological Formation in Western New
York	80
Clinton/Medina Geological Formation in Southern
Ohio	80
Acquisition of Leases	81
Deep Drilling Rights Retained by Managing General
Partner	82
Interests of Parties	82
Primary Areas	83

Mississippian/Upper Devonian Sandstone Reservoirs in
Fayette County, Pennsylvania	83
Clinton/Medina Geological Formation in Western
Pennsylvania	84
Marcellus Shale Geological Formation
in Western Pennsylvania	84
Mississippian Carbonate and Devonian Shale Reservoirs
in Anderson, Campbell, Morgan, Roane and Scott
Counties, Tennessee	84
Secondary Areas	85
Title to Properties	85
Drilling and Completion Activities; Operation of Producing
Wells	85
Sale of Natural Gas and Oil Production	87
Policy of Treating All Wells Equitably in a Geographic
Area	87
Gathering of Natural Gas	87
Natural Gas Contracts	89
Marketing of Natural Gas Production from Wells in Other
Areas of the United States	90
Crude Oil	91
Insurance Claims	91
Use of Consultants and Subcontractors	91

COMPETITION, MARKETS AND REGULATION	92
Natural Gas Regulation	92
Crude Oil Regulation	92
Competition and Markets	92
State Regulations	95
Environmental Regulation	95
Proposed Regulation	96

PARTICIPATION IN COSTS AND REVENUES	96
In General	96
Costs	96
Revenues	98
Subordination of Portion of Managing General Partner’s Net
Revenue Share	99
Table of Participation in Costs and Revenues	101
Allocation and Adjustment Among Investors	102
Distributions	102
Liquidation	102

CONFLICTS OF INTEREST	103
In General	103
Conflicts Regarding Transactions with the Managing General
Partner and its Affiliates	104
Conflict Regarding the Drilling and Operating Agreement	104
Conflicts Regarding Sharing of Costs and Revenues	104
Conflicts Regarding Tax Matters Partner	105
Conflicts Regarding Other Activities of the Managing
General Partner, the Operator and Their Affiliates	105
Conflicts Involving the Acquisition of Leases	106
Conflicts Regarding Order of Pipeline Construction and
Gathering Fees	110
Conflicts Between Investors and the Managing General
Partner as an Investor	110
Lack of Independent Underwriter and Due Diligence
Investigation	111
Conflicts Concerning Legal Counsel	111
Conflicts Regarding Presentment Feature	111
Conflicts Regarding Managing General Partner Withdrawing
or Assigning an Interest	111
Procedures to Reduce Conflicts of Interest	112
Policy Regarding Roll-Ups	113

FIDUCIARY RESPONSIBILITY OF THE
MANAGING GENERAL PARTNER	114
In General	114
Limitations on Managing General Partner Liability as
Fiduciary	115

FEDERAL INCOME TAX CONSEQUENCES	115
Introduction	115
Disclosures in Tax Opinion Letter	116
Special Counsel’s Assumptions	116
Managing General Partner’s Representations	116
Special Counsel’s Opinions	117
Discussion of Federal Income Tax Consequences	120
Introduction	120
Partnership Classification	120
Limitations on Passive Activity Losses and Credits	120
Publicly Traded Partnership Rules	122
Conversion from Investor General Partner to Limited
Partner	122
Taxable Year and Method of Accounting	123
Taxable Year	123
Method of Accounting	123
Business Expenses	123
Intangible Drilling Costs	124
Drilling Contracts	125
Depletion Allowance	128
Depreciation and Cost Recovery Deductions	129
Marginal Well Production Credits	129
Lease Acquisition Costs and Abandonment	130
Tax Basis of Units	130
“At Risk” Limitation on Losses	131
Distributions From a Partnership	131
Sale of the Properties	132
Disposition of Units	133
Alternative Minimum Tax	134
Limitations on Deduction of Investment Interest	136
Allocations	137
Partnership Borrowings	138
Partnership Organization and Offering Costs	138
Tax Elections	138
Tax Returns and IRS Audits	140
Tax Returns	140
Profit Motive, IRS Anti-Abuse Rule and Judicial
Doctrines Limitations on Deductions	140
Federal Interest and Tax Penalties	141
State and Local Taxes	143
Severance and Ad Valorem (Real Estate) Taxes	143
Social Security Benefits and Self-Employment Tax	143
Farmouts	144
Foreign Partners	144
Estate and Gift Taxation	144
Changes in the Law	144

SUMMARY OF PARTNERSHIP AGREEMENT	145
Liability of Limited Partners	145
Amendments	145
Notice	145
Voting Rights	146
Access to Records	146
Withdrawal of Managing General Partner	146
Return of Subscription Proceeds if Funds Are Not Invested
in Twelve Months	147

SUMMARY OF DRILLING AND OPERATING
AGREEMENT	147

REPORTS TO INVESTORS	148

PRESENTMENT FEATURE	149

TRANSFERABILITY OF UNITS	151
Restrictions on Transfer Imposed by the Securities
Laws, the Tax Laws and the Partnership Agreement	151
Conditions to Becoming a Substitute Partner	151

PLAN OF DISTRIBUTION			152
Commissions			152
Indemnification			154

SALES MATERIAL			154

LEGAL OPINIONS			155

EXPERTS			155

LITIGATION			156

FINANCIAL INFORMATION CONCERNING THE
MANAGING GENERAL PARTNER AND ATLAS
RESOURCES PUBLIC #17-2007(A) L.P			156

INDEX TO FINANCIAL STATEMENTS			156

Exhibits

Appendix A	Information Regarding Currently Proposed Prospects for Atlas Resources Public #17-2007(A) L.P.

Exhibit (A)	Form of Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Public #17-2007(A) L.P. [Form of Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Public #17-2008(B) L.P.] [Form of Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Public #17-2008(C) L.P.]

Exhibit (I-A)	Form of Managing General Partner Signature Page

Exhibit (I-B)	Form of Subscription Agreement

Exhibit (II)	Form of Drilling and Operating Agreement for Atlas Resources Public #17-2007(A) L.P. [Atlas Resources Public #17-2008(B) L.P.] [Atlas Resources Public #17-2008(C) L.P.]

Exhibit (B)	Special Suitability Requirements and Disclosures to Investors

iii

SUITABILITY STANDARDS

In General

It is the obligation of persons selling the units to make every reasonable effort to assure that the units are suitable for you based on your investment objectives and financial situation, regardless of your income or net worth. However, you should invest in a partnership only if you are willing to assume the risk of a speculative, illiquid, and long-term investment. Also, subscriptions to a partnership will not be accepted from IRAs, Keogh plans and qualified retirement plans, because the partnership’s income would be characterized as unrelated business taxable income, which is subject to federal income tax.

The decision to accept or reject your subscription will be made by the managing general partner, in its sole discretion, and is final. The managing general partner will not accept your subscription until it has reviewed your apparent qualifications, and the suitability determination must be maintained by the managing general partner during the partnership’s term and for at least six years thereafter.

Pennsylvania Investors: Because the minimum closing amount is less than 10% of the maximum closing amount allowed to a partnership in this offering, you are cautioned to carefully evaluate the partnership’s ability to fully accomplish its stated objectives and inquire as to the current dollar volume of partnership subscriptions. In addition, subscription proceeds received by a partnership from Pennsylvania investors will be placed into a short-term escrow (120 days or less) until subscriptions for at least 5% of the maximum offering proceeds have been received by a partnership, which for Atlas Resources Public #17-2007(A) L.P. means that subscriptions for at least $20 million have been received by the partnership from investors, including Pennsylvania investors. If the appropriate minimum has not been met at the end of each escrow period, the partnership must notify the Pennsylvania investors in writing by certified mail or any other means whereby a receipt of delivery is obtained within 10 calendar days after the end of each escrow period that they have a right to have their investment returned to them. If an investor requests the return of such funds within 10 calendar days after receipt of notification, the issuer must return such funds within 15 calendar days after receipt of the investor’s request.

General Suitability Requirements for Purchasers of Limited Partner Units

If you are a resident of any of the following states or jurisdictions:

1	.	Alabama,	13	.	Illinois,	25	.	Missouri,
2	.	Alaska,	14	.	Indiana,	26	.	Montana,
3	.	Arizona,	15	.	Iowa,	27	.	Nebraska,
4	.	Arkansas,	16	.	Kansas,	28	.	Nevada,
5	.	Colorado,	17	.	Kentucky,	29	.	New Hampshire,
6	.	Connecticut,	18	.	Louisiana,	30	.	New Mexico,
7	.	Delaware,	19	.	Maine,	31	.	New York,
8	.	District of Columbia,	20	.	Maryland,	32	.	North Carolina,
9	.	Florida,	21	.	Massachusetts,	33	.	North Dakota,
10	.	Georgia,	22	.	Michigan,	34	.	Ohio,
11	.	Hawaii,	23	.	Minnesota,	35	.	Oklahoma,
12	.	Idaho,	24	.	Mississippi,	36	.	Oregon,

37	.	Pennsylvania,	42	.	Tennessee,	47	.	Washington,
38	.	Puerto Rico,	43	.	Texas,	48	.	West Virginia,
39	.	Rhode Island,	44	.	Utah,	49	.	Wisconsin, or
40	.	South Carolina,	45	.	Vermont,	50	.	Wyoming,
41	.	South Dakota,	46	.	Virginia,

then limited partner units may be sold to you if you meet either of the following requirements:

·	a net worth of not less than $330,000, exclusive of home, home furnishings, and automobiles; or

·	a net worth of not less than $85,000, exclusive of home, home furnishings, and automobiles, and had during the last tax year gross income of at least $85,000, without regard to an investment in the partnership.

In addition, if you are a resident of Kentucky, Michigan, Missouri, or Pennsylvania, then you must not make an investment in a partnership which is in excess of 10% of your net worth, exclusive of home, home furnishings and automobiles. Further, if you are a resident of Kansas, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors should limit their investment in the program and substantially similar programs to no more than 10% of their liquid net worth. Liquid net worth is that portion of your net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities. Readily marketable securities may include investments in an IRA or other retirement plan that can be liquidated within a short time, less any income tax penalties that may apply for early distribution. Finally, if you are a resident of Ohio you must not make an investment in a partnership which would, after including your previous investments in prior Atlas Resources’ programs, if any, and any other similar natural gas and oil drilling programs, exceed 10% of your net worth, exclusive of home, home furnishings and automobiles.

However, if you are a resident of the states set forth below, then different suitability requirements apply to you.

Special Suitability Requirements for Purchasers of Limited Partner Units

·	If you are a resident of California or New Jersey and you subscribe for limited partner units, then you must meet any one of the following special suitability requirements:

·	a net worth of not less than $330,000, exclusive of home, home furnishings, and automobiles, and expect to have gross income in the current tax year of $85,000 or more; or

·	a net worth of not less than $500,000, exclusive of home, home furnishings, and automobiles; or

·	a net worth of not less than $1 million; or

·	expected gross income in the current tax year of not less than $200,000.

General Suitability Requirements for Purchasers of Investor General Partner Units

If you are a resident of any of the following states or jurisdictions:

1	.	Alaska,	3	.	Connecticut,	5	.	District of Columbia,
2	.	Colorado,	4	.	Delaware,	6	.	Florida,

7	.	Georgia,	17	.	Missouri,	27	.	Rhode Island,
8	.	Hawaii,	18	.	Montana,	28	.	South Carolina,
9	.	Idaho,	19	.	Nebraska,	29	.	South Dakota,
10	.	Illinois,	20	.	Nevada,	30	.	Utah,
11	.	Kansas,	21	.	New Hampshire,	31	.	Vermont,
12	.	Kentucky,	22	.	New Mexico,	32	.	Virginia,
13	.	Louisiana,	23	.	New York,	33	.	West Virginia,
14	.	Maryland,	24	.	North Dakota,	34	.	Wisconsin, or
15	.	Michigan,	25	.	Oregon,	35	.	Wyoming,
16	.	Mississippi,	26	.	Puerto Rico,

then investor general partner units may be sold to you if you meet either of the following requirements:

·	a net worth of not less than $330,000, exclusive of home, home furnishings, and automobiles; or

·	a net worth of not less than $85,000, exclusive of home, home furnishings, and automobiles, and had during the last tax year gross income of at least $85,000, without regard to an investment in the partnership.

Additionally, if you are a resident of Michigan or Missouri, then you must not make an investment in a partnership which is in excess of 10% of your net worth, exclusive of home, home furnishings and automobiles, and if you are a resident of Kentucky, then you must not make an investment in a partnership which is in excess of 10% of your liquid net worth.

However, if you are a resident of the states set forth below, then different suitability requirements apply to you if you purchase investor general partner units.

Special Suitability Requirements for Purchasers of Investor General Partner Units

·	If you are a resident of any of the following states:

1	.	Alabama,	6	.	Maine,	11	.	Oklahoma,
2	.	Arizona,	7	.	Massachusetts,	12	.	Pennsylvania,
3	.	Arkansas,	8	.	Minnesota,	13	.	Tennessee,
4	.	Indiana,	9	.	North Carolina,	14	.	Texas, or
5	.	Iowa,	10	.	Ohio,	15	.	Washington

and you subscribe for investor general partner units, then you must meet any one of the following special suitability requirements:

·	an individual or joint net worth with your spouse of $330,000 or more, without regard to the investment in the partnership, exclusive of home, home furnishings, and automobiles, and a combined gross income of $150,000 or more for the current year and for the two previous years; or

·	an individual or joint net worth with your spouse in excess of $750,000, exclusive of home, home furnishings, and automobiles; or

·	a combined “gross income” as defined in Internal Revenue Code Section 61 in excess of $200,000 in the current year and the two previous years.

In addition, if you are a resident of Iowa, Michigan or Pennsylvania, then you must not make an investment in a partnership which is in excess of 10% of your net worth, exclusive of home, home furnishings, and automobiles. Further, if you are a resident of Ohio, then you must not make an investment in a partnership which would, after including your previous investments in prior Atlas Resources programs, if any, and any other similar natural gas and oil drilling programs, exceed 10% of your net worth, exclusive of home, home furnishings and automobiles. Finally, if you are a resident of Kansas, it is recommended by the Office of the Kansas Securities Commissioner that Kansas investors should limit their investment in the program and substantially similar programs to no more than 10% of their liquid net worth. Liquid net worth is that portion of your net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities. Readily marketable securities may include investments in an IRA or other retirement plan that can be liquidated within a short time, less any income tax penalties that may apply for early distribution.

·	If you are a resident of California or New Jersey and you subscribe for investor general partner units, then you must meet any one of the following special suitability requirements:

·	an individual or joint net worth with your spouse of not less than $330,000, exclusive of home, home furnishings, and automobiles, and expect to have gross income in the current tax year of $150,000 or more; or

·	an individual or joint net worth with your spouse of not less than $500,000, exclusive of home, home furnishings, and automobiles; or

·	an individual or joint net worth with your spouse of not less than $1 million; or

·	a combined expected gross income in the current tax year of not less than $200,000.

Fiduciary Accounts

If there is a sale of a unit to a fiduciary account, then all of the suitability standards set forth above must be met by the beneficiary, the fiduciary account, or the donor or grantor who directly or indirectly supplies the funds to purchase the units if the donor or grantor is the fiduciary.

Generally, you are required to execute your own subscription agreement, and the managing general partner will not accept any subscription agreement that has been executed by someone other than you. The only exception is if you have given someone else the legal power of attorney to sign on your behalf and you meet all of the conditions in this prospectus.

SUMMARY OF THE OFFERING

This is a summary and does not include all of the information that may be important to you. You should read this entire prospectus and the attached exhibits and appendix before you decide to invest in a partnership. Throughout this prospectus when there is a reference to you it is a reference to you as a potential investor or participant in a partnership.

Business of the Partnerships and the Managing General Partner

Atlas Resources Public #17-2007 Program, which is sometimes referred to in this prospectus as the “program,” consists of up to three Delaware limited partnerships. These limited partnerships are sometimes referred to in this prospectus in the singular as a “partnership” or in the plural as the “partnerships.” Units in the partnerships will be offered and sold in a series beginning with the offering of units in the first partnership, Atlas Resources Public #17-2007(A) L.P. See “Terms of the Offering” for a discussion of the terms and conditions involved in making an investment in a partnership. Each partnership has a maximum 50 year term, although the managing general partner intends to terminate each partnership when all of its wells become uneconomical for the partnership to continue to operate, which may be approximately 15 years or longer.

Each partnership in the program will be a separate business entity from the other partnership or partnerships. A limited partnership agreement will govern the rights and obligations of the partners of each partnership. A form of the limited partnership agreement is attached to this prospectus as Exhibit (A). For a summary of the material provisions of the limited partnership agreement that are not covered elsewhere in this prospectus see “Summary of Partnership Agreement.” You will be a partner only in the partnership in which you invest. You will have no interest in the business, assets or tax benefits of the other partnerships unless you also invest in the other partnerships. Thus, your investment return will depend solely on the operations and success or lack of success of the partnership in which you invest.

The offering proceeds of each partnership will be used to drill primarily natural gas development wells in the Appalachian Basin. The wells to be drilled by each partnership will be located primarily in western Pennsylvania and north central Tennessee as described in “Proposed Activities.” A development well means a well drilled within the proved area of a natural gas or oil reservoir to the depth of a stratigraphic horizon known to be productive. Currently, the partnerships do not hold any interests in any properties or prospects on which the wells will be drilled by each partnership.

The managing general partner of each partnership is Atlas Resources, LLC, a Pennsylvania limited liability company, which was originally formed as a corporation in 1979 and then changed to a limited liability company in March, 2006. The managing general partner is sometimes referred to in this prospectus as “Atlas Resources.” As set forth in “Prior Activities,” the managing general partner has sponsored and serves as managing general partner of 38 private drilling partnerships and 17 public drilling partnerships. Atlas Resources also will serve as each partnership’s general drilling contractor and operator and it will supervise the drilling, completing and operating of the wells to be drilled by each partnership. As discussed in “Compensation,” the managing general partner and its affiliates will receive substantial fees and profits in connection with this offering.

The address and telephone number of the partnerships and the managing general partner are 311 Rouser Road, Moon Township, Pennsylvania 15108, (412) 262-2830.

Risk Factors

This offering involves numerous risks, including risks related to each partnership’s oil and gas operations, risks related to an investment in a partnership, and tax risks. You should carefully consider a number of significant risk factors inherent in and affecting the business of a partnership and this offering, including the following:

The drilling operations of the partnership in which you invest involve the possibility of a total or partial loss of your investment that may be substantial because each partnership may drill wells that are productive, but do not produce enough revenue to return the investment made, and from time to time dry holes.

·	Each partnership will drill wells in the Marcellus Shale in western Pennsylvania, which is a new area with a very limited production history for both the managing general partner and the natural gas and oil industry.

·	Each partnership’s revenues are directly related to its ability to market the natural gas produced from the wells it drills and natural gas and oil prices, which are volatile and uncertain. If natural gas and oil prices decrease then your investment return will decrease.

·	Unlimited joint and several liability for partnership obligations if you choose to invest as an investor general partner until you are converted to a limited partner.

·	Lack of liquidity or a market for the units makes it extremely difficult for you to sell your units and necessitates a long-term investment commitment from you.

·	Total reliance on the managing general partner and its affiliates to manage each partnership and its business.

·	Authorization of substantial fees to the managing general partner and its affiliates.

·	Possible allocation of taxable income to you and the other investors in excess of your respective cash distributions from a partnership.

Each partnership must receive minimum subscription proceeds of $2 million to close this offering, and the subscription proceeds of all partnerships, in the aggregate, may not exceed $400 million. There are no other requirements regarding the size of a partnership, and the subscription proceeds of one partnership may be substantially more or less than the subscription proceeds of the other partnerships. If only the minimum subscription proceeds are received by a partnership, its ability to spread the risks of drilling will be greatly reduced as described in “Compensation - Drilling Contracts.”

·	There are certain conflicts of interest between the managing general partner and you and the other investors, and a lack of procedures to resolve the conflicts.

·	You and the other investors and the managing general partner will share in a partnership’s costs disproportionately to the sharing of its revenues.

Currently, the partnerships do not hold any interests in any properties or prospects on which the wells will be drilled. Although the managing general partner has absolute discretion in determining which properties or prospects will be drilled by a partnership, the managing general partner intends that Atlas Resources Public #17-2007(A) L.P. will drill the prospects described in “Appendix A - Information Regarding Currently Proposed Prospects for Atlas Resources Public #17-2007(A) L.P.” These prospects represent a portion of the wells to be drilled if the nonbinding targeted maximum subscription proceeds described in “Terms of the Offering - Subscription to a Partnership” are received. If there are material adverse events with respect to any of the currently proposed prospects before drilling begins on the prospect, the managing general partner will substitute a new prospect. The managing general partner also anticipates that it will designate a portion of the prospects in Atlas Resources Public #17-2008(B) L.P. or Atlas Resources Public #17-2008(C) L.P. by a supplement or an amendment to the registration statement of which this prospectus is a part.

In each partnership the managing general partner will subordinate a portion of its share of the partnership’s net production revenues to increase the partnership’s distributions to you and the other investors if you and the partnership’s other investors do not receive cash distributions equal to a minimum of 10% of capital, based on a subscription price of $10,000 per unit, regardless of the actual subscription price you paid for your units, in each of the first five 12-month periods beginning with the partnership’s first cash distribution from operations. This subordination, however, is not a guaranty by the managing general partner of your distributions from that partnership. If the wells in that partnership produce small volumes of natural gas and oil and/or natural gas and oil prices decrease, then even with subordination your cash flow from the partnership may not return the intended distributions during the subordination period or, over the term of the partnership, all of your investment.

·	In each partnership monthly cash distributions to its investors may be deferred if revenues are used for partnership operations or reserves.

Terms of the Offering

The time period for the offer and sale of the first partnership’s units will begin on the date of this prospectus. Each partnership will offer a minimum of 200 units, which is $2 million, and the partnerships, in the aggregate, will offer a maximum of 40,000 units which is $400 million. The maximum subscription proceeds for each partnership will be the lesser of:

·	the amount of $400 million; or

·	$400 million less the amount of subscriptions sold in the preceding partnership or partnerships.

The targeted subscription proceeds for Atlas Resources Public #17-2007(A) L.P. are $135 million, although it may raise the entire $400 million in which event no units would be offered or sold in the second or third partnerships, and its closing date is December 31, 2007. The targeted subscription proceeds of Atlas Resources Public #17-2008(B) L.P. are $135 million and its closing date is August 31, 2008. The targeted subscription proceeds of Atlas Resources Public #17-2008(C) L.P. are $130 million and its closing date is December 31, 2008. See the table in “Terms of the Offering - Subscription to a Partnership.”

Units are offered at a subscription price of $10,000 per unit, provided that up to 5% of the units in each partnership in this offering may be sold to certain investors at discounted prices as described in “Plan of Distribution.” All subscriptions must be paid 100% in cash at the time of subscribing. Your minimum subscription in a partnership is one unit ($10,000). Larger fractional subscriptions will be accepted in $1,000 increments, beginning, for example, with $11,000, $12,000, etc.

You may elect to purchase units as either an investor general partner or a limited partner as described in “- Description of Units,” below. Under the partnership agreement no investor, including investor general partners, may participate in the management of a partnership or its business. The managing general partner will have exclusive management authority for the partnerships.

Each partnership has been formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act. Subscription proceeds for each partnership will be held in a separate interest bearing escrow account at National City Bank of Cleveland, Ohio until receipt of the minimum subscription proceeds, excluding any subscriptions by the managing general partner or its affiliates. On receipt of the minimum subscription proceeds, the managing general partner on behalf of a partnership may break escrow, transfer the escrowed subscription proceeds to a partnership account, and begin the partnership’s activities, including drilling. After breaking escrow, additional subscription proceeds may be paid directly to a partnership account for that partnership and will continue to earn interest until they are paid to the managing general partner for use in that partnership’s drilling activities. (See “Terms of the Offering.”) If subscription proceeds of $2 million are not received by the offering termination date for your partnership, which is December 31, 2007 for Atlas Resources Public #17-2007(A) L.P., and December 31, 2008 for Atlas Resources Public #17-2008(B) L.P. and Atlas Resources Public #17-2008(C) L.P., then your subscription amount will be promptly returned to you from the escrow account with interest and without deduction for any fees.

Description of Units

On subscribing for units in the partnership being offered at the time, you may elect to buy either:

·	investor general partner units; or

·	limited partner units.

The partnerships will not issue certificates for their units, but your ownership of your unit(s) will be recorded on the partnership’s books and records. Also, the type of unit you buy will not affect the allocation of your partnership’s costs, revenues, and cash distributions among you and its other investors. There are, however, material differences in the federal income tax effects and liability associated with each type of unit.

Investor General Partner Units.

Tax Effect. If you invest in a partnership as an investor general partner, then your share of the partnership’s deduction for intangible drilling costs will not be subject to the passive activity limitations on losses. For example, if you pay $10,000 for a unit, then generally you may deduct not less than 90% of your subscription amount, $9,000 per unit, in the year in which you invest, which includes your deduction for intangible drilling costs for all of the wells to be drilled by the partnership. (See “Federal Income Tax Consequences - Limitations on Passive Activity Losses and Credits.”)

Intangible drilling costs generally means those costs of drilling and completing a well that are currently deductible, as compared to lease costs which must be recovered through the depletion allowance and costs for equipment in the well which must be recovered through depreciation deductions. For example, intangible drilling costs include all expenditures made for any well before production in commercial quantities for wages, fuel, repairs, hauling, supplies and other costs and expenses incident to and necessary for drilling the well and preparing the well for production of natural gas or oil. Intangible drilling costs also include the expense of plugging and abandoning any well before a completion attempt, and the costs (other than equipment costs and lease acquisition costs) to re-enter and deepen an existing well, complete the well to deeper reservoirs, or plug and abandon the well if it is nonproductive from the targeted deeper reservoirs.

·	Liability. If you invest in a partnership as an investor general partner, then you will have unlimited liability regarding the partnership’s activities. This means that if:

·	the partnership’s insurance proceeds from any source;

·	the managing general partner’s indemnification of you and the other investor general partners; and

·	the partnership’s assets;

were not sufficient to satisfy a partnership liability for which you and the other investor general partners were also liable solely because of your status as general partners of the partnership, then the managing general partner would require you and the other investor general partners to make additional capital contributions to the partnership to satisfy the liability. In addition, you and the other investor general partners will have joint and several liability, which means generally that a person with a claim against the partnership may sue all or any one or more of the partnership’s general partners, including you, for the entire amount of the liability. You will be able to determine if your units are subject to assessibility based on whether you buy investor general partner units, which are subject to assessibility, or limited partner units, which are not subject to assessibility. (See “Actions To Be Taken By Managing General Partner To Reduce Risks of Additional Payments by Investor General Partners” and “Proposed Activities - Insurance Claims.”)

Although past performance is no guarantee of future results, the investor general partners in the managing general partner’s prior partnerships have not had to make any additional capital contributions to their partnerships because of their status as investor general partners. (See “Prior Activities.”)

Your investor general partner units in a partnership will be automatically converted by the managing general partner to limited partner units after all of that partnership’s wells have been drilled and completed. In this regard, a well is deemed to be completed when production equipment is installed on a well, even though the well may not yet be connected to a pipeline for production of natural gas. The conversion will not create any tax liability to you or the other investors.

Once your units are converted, you will have the lesser liability of a limited partner under Delaware law for partnership obligations and liabilities arising after the conversion. However, you will continue to have the responsibilities of a general partner for partnership liabilities and obligations incurred before the effective date of the conversion. For example, you might become liable for partnership liabilities in excess of your subscription amount during the time the partnership is engaged in drilling activities and for environmental claims that arose during drilling activities, but were not discovered until after the conversion.

Limited Partner Units.

Tax Effect. If you invest in a partnership as a limited partner, then your use of your share of the partnership’s deduction for intangible drilling costs will be limited to offsetting your net passive income from “passive” trade or business activities. Passive trade or business activities generally include the partnership and other limited partner investments, but passive income does not include salaries, dividends or interest. This means that you will not be able to deduct your share of the partnership’s intangible drilling costs in the year in which you invest unless you have net passive income from investments other than the partnership. However, any portion of your share of the partnership’s deduction for intangible drilling costs that you cannot use in the year in which you invest, because you do not have sufficient net passive income in that year, may be carried forward indefinitely until you can use it to offset your net passive income from the partnership or your other passive activities, if any, in subsequent tax years. (See “Federal Income Tax Consequences - Limitations on Passive Activity Losses and Credits.”)

Liability. If you invest in a partnership as a limited partner, then you will have limited liability for the partnership’s liabilities and obligations. This means that you will not be liable for any partnership liabilities or obligations beyond the amount of your initial investment in the partnership and your share of the partnership’s undistributed net profits, subject to certain exceptions set forth in “Summary of Partnership Agreement - Liability of Limited Partners.”

Use of Proceeds

Each partnership must receive minimum subscription proceeds of $2 million to close, and the subscription proceeds of the partnerships, in the aggregate, may not exceed $400 million. The subscription proceeds of one partnership may be substantially more or less than the subscription proceeds of the other partnership or partnerships and the managing general partner has the discretion to accept subscriptions for up to and including the entire amount in Atlas Resources Public #17-2007(A) L.P. and not offer and sell any units in the other partnerships. In each partnership, regardless of whether the partnership receives the minimum or the maximum subscription proceeds from you and the other investors:

·	90% of the subscription proceeds will be used to pay 100% of the intangible drilling costs, as defined above in “- Description of Units,” of drilling and completing the partnership’s wells; and

·	10% of the subscription proceeds will be used to pay a portion of the equipment costs of drilling and completing the partnership’s wells.

The managing general partner will contribute all of the leases to each partnership covering the acreage on which that partnership’s wells will be drilled and pay all of the equipment costs of drilling and completing the partnership’s wells that exceed 10% of the partnership’s subscription proceeds. Thus, the managing general partner will pay the majority of each partnership’s equipment costs. The managing general partner also will be charged with 100% of the organization and offering costs for each partnership. A portion of these contributions to each partnership will be in the form of payments to itself, its affiliates and third-parties and the remainder will be in the form of services related to organizing this offering. The managing general partner will receive a credit towards its required capital contribution to each partnership for these payments and services as discussed in “Participation in Costs and Revenues.” (See “Capitalization and Source of Funds and Use of Proceeds” and “Federal Income Tax Consequences - Intangible Drilling Costs.”)

Five Year-50% Subordination, Participation in Costs and Revenues, and Distributions

Each partnership will be a separate business entity from the other partnership, and you will be a partner only in the partnership in which you invest. You will have no interest in the business, assets or tax benefits of the other partnerships unless you also invest in the other partnerships. Thus, your investment return will depend solely on the operations and success or lack of success of the particular partnership in which you invest. Each partnership is structured to provide you and its other investors with cash distributions equal to a minimum of 10% of capital, based on a subscription price of $10,000 per unit, regardless of the actual subscription price you paid for your units, in each of the first five 12-month periods beginning with the partnership’s first cash distribution from operations. To help achieve this investment feature of a 10% return of capital in each of the first five 12-month periods, the managing general partner will subordinate up to 50% of its share of partnership net production revenues, which will be up to between 16% and 20% of total partnership net production revenues, depending on the amount of the managing general partner’s capital contribution to that partnership, during this subordination period. (See “Participation in Costs and Revenues - Subordination of Portion of Managing General Partner’s Net Revenue Share.”)

Each partnership’s 60-month subordination period will begin with the partnership’s first cash distribution from operations to you and its other investors. The estimated maximum time from the closing for a partnership to begin distributions is eight months from the closing as discussed in “Investment Objectives.” Subordination distributions will be determined by debiting or crediting current period partnership revenues to the managing general partner as may be necessary to provide the distributions to you and the other investors. At any time during the subordination period, but not after, the managing general partner is entitled to an additional share of partnership revenues to recoup previous subordination distributions to the extent your cash distributions from the partnership exceed the 10% return of capital described above. The specific formula for determining subordination distributions is set forth in Section 5.01(b)(4)(a) of the partnership agreement.

The following table sets forth how the partnership’s costs and revenues will be charged and credited between the managing general partner and you and the other investors for each partnership after deducting from the partnership’s gross revenues the landowner royalties and any other lease burdens.

	Managing
	General
	Partner	Investors
Partnership Costs
Organization and offering costs	100%	0%
Lease costs	100%	0%
Intangible drilling costs (1)	0%	100%
Equipment costs	(2)	(2)
Operating costs, administrative costs, direct costs, and all other costs	(3)	(3)

Partnership Revenues
Interest income	(4)	(4)
Equipment proceeds	(2)	(2)
All other revenues including production revenues	(5)(6)	(5)(6)

_______________

(1)	Ninety percent of the subscription proceeds of you and the other investors in the partnership in which you subscribe will be used to pay 100% of the intangible drilling costs incurred by that partnership in drilling and completing its wells.

(2)

Ten percent of the subscription proceeds of you and the other investors in the partnership in which you subscribe will be used to pay a portion of the equipment costs incurred by that partnership in drilling and completing its wells. All equipment costs in excess of 10% of the partnership’s subscription proceeds will be paid by the managing general partner. Thus, the managing general partner will pay a majority of each partnership’s equipment costs. Equipment proceeds, if any, will be credited in the same percentage in which the equipment costs were charged. Thus, the managing general partner will receive a majority of any equipment proceeds.

(3)

These costs will be charged to the parties in the same ratio as the related production revenues are being credited. These costs also include the plugging and abandonment costs of the wells after their economic reserves have been produced and depleted as described in “Participation in Costs and Revenues.”

(4)

Your subscription proceeds will earn interest until they are paid to the managing general partner for use in the partnership’s drilling activities, and will be credited to your account and paid to you not later than the partnership’s first cash distribution from operations. After the subscription proceeds from a closing are transferred to a partnership account and before they are paid to the managing general partner for use in a partnership’s natural gas and oil operations, any interest income from temporary investments will be allocated pro rata to the investors in that partnership providing those subscription proceeds. All other interest income, including interest earned on the deposit of operating revenues, will be credited as natural gas and oil production revenues are credited.

(5)

The managing general partner and you and the other investors in a partnership will share in all of that partnership’s other revenues in the same percentage as their respective capital contributions bears to the partnership’s total capital contributions, except that the managing general partner will receive an additional 7% of the partnership revenues. However, the managing general partner’s total revenue share may not exceed 40% of partnership revenues.

(6)	The actual allocation of partnership revenues between the managing general partner and you and the other investors will vary from the allocation described in (5) above if a portion of the managing general partner’s share of partnership net production revenues is subordinated as described above.

The managing general partner will review each partnership’s accounts at least monthly to determine whether cash distributions are appropriate and the amount to be distributed, if any. The partnership in which you invest will distribute funds to you and its other investors that the managing general partner does not believe are necessary for the partnership to retain. (See “Participation in Costs and Revenues.”)

Compensation

As discussed in “Compensation,” the managing general partner and its affiliates will receive substantial fees and profits in connection with this offering. The items of compensation paid to the managing general partner and its affiliates from each partnership are as follows:

The managing general partner will receive a share of each partnership’s revenues. The managing general partner’s revenue share will be in the same percentage as its capital contribution bears to that partnership’s total capital contributions plus an additional 7% of partnership revenues. However, the managing general partner’s revenue share may not exceed a total of 40% of partnership revenues, regardless of the amount of the managing general partner’s capital contribution, and a portion of the managing general partner’s revenue share will be subject to the its subordination obligation.

The managing general partner will receive a credit to its capital account in an amount equal to the cost of the leases contributed to a partnership by the managing general partner, or the fair market value of the leases if the managing general partner has reason to believe that cost is materially more than the fair market value.

·	Each partnership will enter into the drilling and operating agreement with the managing general partner to drill and complete the partnership’s wells at competitive rates as described in “Compensation - Drilling Contracts.”

·	When a partnership’s wells begin producing natural gas or oil in commercial quantities, the managing general partner, as operator of the wells, will receive:

·	reimbursement at actual cost for all direct expenses incurred by it on behalf of the partnership; and

·	well supervision fees for operating and maintaining the wells during producing operations at a competitive rate.

·	The managing general partner will receive gathering fees at competitive rates for its services in gathering and transporting a partnership’s natural gas production.

Subject to certain exceptions described in “Plan of Distribution,” Anthem Securities, Inc., the dealer-manager and an affiliate of the managing general partner, which is sometimes referred to in this prospectus as “Anthem Securities,” will receive on each unit sold to an investor a 2.5% dealer-manager fee, a 7% sales commission and up to a .5% reimbursement of the selling agents’ bona fide due diligence expenses.

The managing general partner or an affiliate will have the right to charge a competitive rate of interest on any loan it may make to or on behalf of a partnership. If the managing general partner provides equipment, supplies, and other services to a partnership, then it may do so at competitive industry rates.

The managing general partner and its affiliates will receive a nonaccountable, fixed payment reimbursement for their administrative costs, which has been determined by the managing general partner to be $75 per well per month. The managing general partner may not increase this fee during the term of the partnership.

(See “Compensation.”)

RISK FACTORS

An investment in a partnership involves a high degree of risk and is suitable only if you have substantial financial means and no need of liquidity in your investment.

Risks Related To The Partnerships’ Oil and Gas Operations

No Guarantee of Return of Investment or Rate of Return on Investment Because of Speculative Nature of Drilling Natural Gas and Oil Wells. Natural gas and oil exploration is an inherently speculative activity. Before the drilling of a well the managing general partner cannot predict with absolute certainty:

·	the volume of natural gas and oil recoverable from the well; or

·	the time it will take to recover the natural gas and oil.

You may not recover any or all of your investment in a partnership, or if you do recover your investment in a partnership you may not receive a rate of return on your investment that is competitive with other types of investment. You will be able to recover your investment only through distributions of the partnership’s net proceeds from the sale of its natural gas and oil from productive wells. The quantity of natural gas and oil in a well, which is referred to as its reserves, decreases over time as the natural gas and oil is produced until the well is no longer economical to operate. All of these distributions to you will be considered a return of capital until you have received 100% of your investment. This means that you are not receiving a return on your investment in a partnership, excluding tax benefits, until your total cash distributions from the partnership exceed 100% of your investment. (See “Prior Activities.”)

Because Some Wells May Not Return Their Drilling and Completion Costs, It May Take Many Years to Return Your Investment in Cash, If Ever. Even if a well is completed in a partnership and produces natural gas and oil in commercial quantities, it may not produce enough natural gas and oil to pay for the costs of drilling and completing the well, even if tax benefits are considered. For example, the managing general partner has formed 55 partnerships since 1985 as set forth in “Prior Activities,” however, 38 of the 55 partnerships have not yet returned to the investor 100% of his capital contributions without taking tax savings into account. Thus, it may take many years to return your investment in cash, if ever.

The partnerships’ primary drilling areas are located in the most active drilling areas in the Appalachian Basin. As a result, many of the leases which will be drilled by a partnership are in areas that have already been partially depleted or drained by earlier offset drilling. This may reduce a partnership’s ability to find economically recoverable quantities of natural gas in those areas. (See “Prior Activities.”)

Risk Associated with Marcellus Shale. Although the wells drilled by the partnerships to the Marcellus Shale are classified as development wells, the managing general partner has limited experience in drilling wells to the Marcellus Shale. To date, the managing general partner has drilled three wells to the Marcellus Shale, which have been completed as productive, but have been producing for only a short period of time. Also, other operators in the Appalachian Basin have limited experience in drilling wells to the Marcellus Shale. Thus, the managing general partner has much less information with respect to the ultimate recoverable reserves and the production decline rate in the Marcellus Shale than it does in the other three primary areas as described in “Proposed Activities - Primary Areas.” Also, many of the wells to be drilled in the Marcellus Shale will be drilled deeper than in the other primary areas, which makes the Marcellus Shale wells more expensive to drill and complete as described in “Compensation - Drilling Contracts” and more susceptible to mechanical problems associated with the drilling and completion, such as casing collapse and lost equipment in the wellbore. Also, the fracing of the Marcellus Shale is more extensive and complicated than fracing the geological formation in the other three primary areas.

Nonproductive Wells May be Drilled Even Though the Partnerships’ Operations are Primarily Limited to Development Drilling. Each partnership may drill some development wells that are nonproductive, which is referred to as a “dry hole,” and must be plugged and abandoned. If one or more of a partnership’s wells are nonproductive, then the partnership’s productive wells may not produce enough revenues to offset the loss of investment in the nonproductive wells. (See “Prior Activities.”)

Partnership Distributions May be Reduced if There is a Decrease in the Price of Natural Gas and Oil. The prices at which a partnership’s natural gas and oil will be sold are uncertain and, as discussed in “- Adverse Events in Marketing a Partnership’s Natural Gas Could Reduce Partnership Distributions,” the partnerships are not guaranteed a specific natural gas price for the sale of their natural gas production. Changes in natural gas and oil prices will have a significant impact on a partnership’s cash flow and the value of its reserves. Lower natural gas and oil prices may not only decrease a partnership’s revenues, but also may reduce the amount of natural gas and oil that a partnership can produce economically.

Historically, natural gas and oil prices have been volatile and it is likely that they will continue to be volatile in the future. Prices for natural gas and oil will depend on supply and demand factors largely beyond the control of the partnerships and prices may fluctuate widely in response to:

·	relatively minor changes in the supply of and demand for natural gas or oil;

·	market uncertainty; and

·	a variety of additional factors that are beyond a partnership’s control, as described in “Competition, Markets and Regulations - Competition and Markets.”

These factors make it extremely difficult to predict natural gas and oil price movements with any certainty.

If natural gas and oil prices decrease in the future, then your partnership distributions will decrease accordingly. Also, natural gas and oil prices may decrease during the first years of production from your partnership’s wells which is when the wells typically achieve their greatest level of production. This would have a greater adverse effect on your partnership distributions than price decreases in later years when the wells have a lower level of production. Also, your return level will decrease during the term of the partnership, even if there are rising natural gas prices, because of declining production volumes from the wells over time. See “Appendix A - Information Regarding Currently Proposed Prospects for Atlas Resources Public #17-2007(A) L.P.” for a discussion of flush production and “Proposed Activities - Sale of Natural Gas and Oil Production.”

Further, as discussed in “Federal Income Tax Consequences - Depletion Allowance,” the managing general partner has represented that most, if not all, of the natural gas and oil production from your partnership’s productive wells will be marginal production under the Internal Revenue Code and could qualify for potentially higher rates of percentage depletion. Thus, the partnership will be more sensitive to price declines, including reducing the volume of natural gas and oil that a partnership can produce economically (i.e., the volume of natural gas and oil reserves), than if its wells produced at a higher average rate of production that did not qualify for the potentially higher rate of percentage depletion.

Adverse Events in Marketing a Partnership’s Natural Gas Could Reduce Partnership Distributions. In addition to the risk of decreased natural gas and oil prices described above, certain material adverse events in marketing a partnership’s natural gas could reduce a partnership’s distributions to you and its other investors. These risks are set forth below.

·	Competition from other natural gas producers and marketers in the Appalachian Basin, as well as competition from alternative energy sources, may make it more difficult to market each partnership’s natural gas.

As set forth in “Proposed Activities,” the managing general partner has identified four primary areas where it intends to drill each partnership’s wells. The managing general partner anticipates that each partnership’s natural gas production in each of the primary areas initially will be sold to a limited number of purchasers in each area as described in “Proposed Activities - Sale of Natural Gas and Oil Production.” If a partnership loses a natural gas purchaser in a given area, the partnership may be unable to locate a new natural gas purchaser in the area that will buy the partnership’s natural gas on as favorable terms as the initial purchaser.

Also, all of these natural gas purchase contracts provide that the price paid by the natural gas purchaser may be adjusted upward or downward in accordance with the spot market price and market conditions as described in “Proposed Activities - Sale of Natural Gas and Oil Production.” Thus, the partnerships will not be guaranteed a specific natural gas price, other than through hedging. To limit exposure to changing natural gas prices, Atlas America and/or Atlas Energy Resources, LLC use financial and physical hedges for their natural gas production, including natural gas production from the partnerships and the managing general partner’s other partnerships. Atlas America and/or Atlas Energy Resources, LLC will enter into financial hedges, which may include purchases of regulated NYMEX futures and options contracts and non-regulated over-the-counter futures contracts with qualified counterparties. The futures contracts are commitments to purchase or sell natural gas at future dates and generally cover one-month periods for up to 36 months in the future. In addition, they may enter into physical hedges, which are not deemed hedging for accounting purposes because they require firm delivery of natural gas and are considered normal sales of natural gas. The percentages of natural gas that are hedged through either financial hedges or physical hedges, or are not hedged at all, will change from time to time in the discretion of Atlas America and/or Atlas Energy Resources, LLC. It is difficult to project what portion of these hedges will be allocated to each partnership by the managing general partner because of uncertainty about the quantity, timing, and delivery locations of natural gas that may be produced by a partnership.

By removing the price volatility from a portion, which may be substantial, of the natural gas production from the partnerships, the managing general partner and its affiliates will reduce, but not eliminate, the potential effects of changing natural gas prices on a portion, which may be substantial, of the cash flow from the partnerships for the periods covered by the hedges. Furthermore, while intended to help reduce the effects of volatile natural gas prices, such transactions, depending on the hedging instrument used, may limit the potential gains for the partnerships if natural gas prices were to rise substantially over the price established by the hedge. Also, the partnerships could incur liability on the financial hedges. For example, a partnership would be exposed to the risk of a financial loss if any of the following occur:

·	a partnership’s production is substantially less than expected;

·	the counterparties to the futures contracts fail to perform under the contracts; or

·	there is a sudden, unexpected event materially impacting natural gas prices.

See “Proposed Activities - Sale of Natural Gas and Oil Production - Natural Gas Contracts.”

All of the natural gas contracts, including those described above, are between the natural gas purchaser and either Atlas America, Atlas Energy Resources, LLC or an affiliate. Either Atlas America, Atlas Energy Resources, LLC or an affiliate will receive the sales proceeds from the natural gas purchasers and then distribute the sales proceeds to each partnership based on the volume of natural gas produced by each partnership. Until the sales proceeds are distributed to the partnerships, they will be subject to the claims of Atlas America’s, Atlas Energy Resources, LLC’s, or their affiliates’ creditors.

There is a credit risk associated with a natural gas purchaser’s ability to pay. Each partnership may not be paid, or may experience delays in receiving payment, for its natural gas that has already been delivered to the purchaser. In accordance with industry practice, a partnership typically will deliver natural gas to a purchaser for a period of up to 60 to 90 days before it receives payment. Thus, it is possible that the partnership may not be paid for natural gas that already has been delivered if the natural gas purchaser fails to pay for any reason, including bankruptcy. This ongoing credit risk also may delay or interrupt the sale of the partnership’s natural gas or the partnership’s negotiation of different terms and arrangements for selling its natural gas to other purchasers. Finally, this credit risk may reduce the price benefit derived by the partnerships from the managing general partner’s natural gas hedging arrangements as described in “Proposed Activities - Sale of Natural Gas and Oil Production - Natural Gas Contracts,” since from time to time the managing general partner and its affiliates have implemented a portion of their natural gas hedges through the natural gas purchasers.

·	A partnership’s net revenues will decrease the farther its natural gas is transported for sale because of increased transportation costs.

Production from wells drilled in certain areas, such as wells drilled in the Crawford County, Pennsylvania area and, to a lesser extent, the Fayette County, Pennsylvania area and the Anderson, Campbell, Morgan, Scott and Roane Counties, Tennessee area, may be delayed until construction of the necessary gathering lines and production facilities is completed. (See “Proposed Activities - Sale of Natural Gas and Oil Production - Gathering of Natural Gas.”)

The managing general partner anticipates that it will use the gathering system owned by Atlas Pipeline Partners for the majority of a partnership’s natural gas as described in “Proposed Activities - Sale of Natural Gas and Oil Production - Gathering of Natural Gas.” Atlas Pipeline Partners GP, LLC, a wholly-owned subsidiary of Atlas Pipeline Holdings, L.P., an affiliate of Atlas America, Inc., which is sometimes referred to in this prospectus as “Atlas America” and is the indirect parent company of the managing general partner, controls and manages the gathering system for Atlas Pipeline Partners. (See “Management - Organizational Diagram and Security Ownership of Beneficial Owners.”) However, Atlas Pipeline Holdings, L.P., as a public company, may be more susceptible to a change of control from Atlas America’s affiliates to independent third-parties.

Also, certain of the managing general partner’s affiliates, including Atlas America, are obligated through their agreement with Atlas Pipeline Partners to pay the difference between the amount a partnership pays for gathering fees to the managing general partner as set forth in “Compensation - Gathering Fees,” and the greater of $.35 per mcf or 16% of the gross sales price for the natural gas. This creates a conflict of interest between the managing general partner and a partnership because the managing general partner has an economic incentive to increase the amount of gathering fees paid by a partnership so as to reduce the amount of gathering fees paid by Atlas America to Atlas Pipeline Partners, but any increase cannot exceed a competitive rate. Further, if Atlas Pipeline Partners GP, LLC were removed as general partner of Atlas Pipeline Partners without cause and without its consent, this could create further pressure to increase the amount of gathering fees required to be paid by the partnerships for natural gas transported through Atlas Pipeline Partners’ gathering system since Atlas Pipeline Partners GP, LLC would no longer receive revenues from Atlas Pipeline Partners, but Atlas America and its affiliates would be obligated to pay the difference between the amount in the master natural gas gathering agreement and the amount paid by a partnership other than with respect to new wells drilled, if any, by the partnership after the removal of Atlas Pipeline Partners GP, LLC as general partner of Atlas Pipeline Partners. Thus, the managing general partner and its affiliates would have an incentive to increase the gathering fees charged to a partnership. Any increase in the gathering fees that your partnership pays, which cannot exceed competitive rates, would reduce your cash distributions from the partnership.

Possible Leasehold Defects. There may be defects in a partnership’s title to its leases. Although the managing general partner will obtain a favorable formal title opinion for the leases before each well is drilled, it will not obtain a division order title opinion after the well is completed. Thus, a partnership may experience losses from title defects which arose during drilling that would have been disclosed by a division order title opinion, such as liens arising during drilling operations or transfers of interests in the leases after drilling begins. Also, the managing general partner may use its own judgment in waiving title requirements for a partnership’s leases and it will not be liable for any failure of title of leases transferred to a partnership. (See “Proposed Activities - Title to Properties.”)

Transfer of the Leases Will Not Be Made Until Well is Completed. Because the leases will not be transferred from the managing general partner to a partnership until after the wells are drilled and completed, the transfer could be set aside by a creditor of the managing general partner, or the trustee in the event of the voluntary or involuntary bankruptcy of the managing general partner, if it were determined that the managing general partner received less than a reasonably equivalent value for the leases. In this event, the leases and the wells would revert to the creditors or trustee, and the partnership would either recover nothing or only the amount it paid for the leases and the cost of drilling the wells. Assigning the leases to a partnership after the wells are drilled and completed, however, will not affect the availability of the tax deductions for intangible drilling costs since the partnership will have an economic interest in the wells under the drilling and operating agreement before the wells are drilled. (See “Proposed Activities - Title to Properties.”)

Participation with Third-Parties in Drilling Wells May Require the Partnerships to Pay Additional Costs. Third-parties will participate with each partnership in drilling some of the wells and additional financial risks exist when the costs of drilling, equipping, completing, and operating wells is shared by more than one person. If a partnership pays its share of the costs, but another interest owner does not pay its share of the costs, then the partnership would have to pay the costs of the defaulting party. In this event, the partnership would receive the defaulting party’s revenues from the well, if any, under penalty arrangements set forth in the operating agreement, which may, or may not, cover all of the additional costs paid by the partnership.

If the managing general partner is not the actual operator of the well for all of the working interest owners of the well, then there is a risk that the managing general partner cannot supervise the third-party operator closely enough. For example, decisions related to the following would be made by the third-party operator and may not be in the best interests of the partnerships and you and the other investors:

·	how the well is operated;

·	expenditures related to the well; and

·	possibly the marketing of the natural gas and oil production from the well.

Further, the third-party operator may have financial difficulties and fail to pay for materials or services on the wells it drills or operates, which would cause the partnership to incur extra costs in discharging materialmen’s and workmen’s liens. The managing general partner may not be the operator of a well for all of the working interest owners of the well if the partnership owns less than a 50% working interest in the well, or if the managing general partner acquired the working interest in the well from a third-party under arrangements that required the third-party to be named operator as one of the terms of the acquisition.

Risks Related to an Investment In a Partnership

If You Choose to Invest as a General Partner, Then You Have Greater Risk Than a Limited Partner. If you elect to invest in a partnership as an investor general partner for the tax benefits instead of as a limited partner, then under Delaware law you will have unlimited liability for your partnership’s activities until you are converted to limited partner status, subject to certain exceptions described in “Actions To Be Taken by Managing General Partner To Reduce Risks of Additional Payments By Investor General Partners - Conversion of Investor General Partner Units to Limited Partner Units.” This could result in you being required to make payments, in addition to your original investment, in amounts that are impossible to predict because of their uncertain nature. Under the terms of the partnership agreement, if you are an investor general partner you agree to pay only your proportionate share, as among all of your partnership’s investor general partners, of your partnership’s obligations and liabilities. This agreement, however, does not eliminate your liability to third-parties if another investor general partner does not pay his proportionate share of your partnership’s obligations and liabilities.

Also, each partnership will own less than 100% of the working interest in some of its wells. If a court holds you and the other third-party working interest owners of the well liable for the development and operation of a well and the third-party working interest owners do not pay their proportionate share of the costs and liabilities associated with the well, then the partnership and you and the other investor general partners also would be liable for those costs and liabilities.

As an investor general partner you may become subject to the following:

·	contract liability, which is not covered by insurance;

liability for pollution, abuses of the environment, and other environmental damages as discussed in “Competition, Markets and Regulation - Environmental Regulation,” including but not limited to the release of toxic gas, spills or uncontrollable flows of natural gas, oil or well fluids, including underground or surface contamination, against which the managing general partner cannot insure because coverage is not available or against which it may elect not to insure because of high premium costs or other reasons; and

·	liability for drilling hazards that result in property damage, personal injury, or death to third-parties in amounts greater than the insurance coverage. The drilling hazards include, but are not limited to, well blowouts, fires, craterings and explosions.

If your partnership’s insurance proceeds and assets, the managing general partner’s indemnification of you and the other investor general partners, and the liability coverage provided by major subcontractors were not sufficient to satisfy the liability, then the managing general partner would call for additional funds from you and the other investor general partners to satisfy the liability. See “Actions To Be Taken By Managing General Partner To Reduce Risks of Additional Payments by Investor General Partners,” including the managing general partner’s current insurance coverage of $10 million for pollution liability, which may not be adequate. Additionally, any of the drilling hazards may result in the loss of the well and the associated revenues. Finally, an investor general partner may have liability if his partnership does not properly plug and abandon a well. See “Participation in Costs and Revenues - Costs - Operating Costs, Direct Costs, Administrative Costs and All Other Costs” relating to the costs associated with plugging and abandoning wells.

The Managing General Partner May Not Meet Its Capital Contributions, Indemnification and Purchase Obligations If Its Liquid Net Worth Is Not Sufficient. The managing general partner has made commitments to you and the other investors in each partnership regarding the following:

·	the payment of organization and offering costs and the majority of equipment costs;

·	indemnification of the investor general partners for liabilities in excess of their pro rata share of partnership assets and insurance proceeds, which commitment the managing general partner has made in 52 of the partnerships it has sponsored; and

·	purchasing units presented by an investor, although this feature may be suspended by the managing general partner if it determines, in its sole discretion, that it does not have the necessary cash flow or cannot borrow funds for this purpose on reasonable terms.

A significant financial reversal for the managing general partner could adversely affect its ability to honor these obligations.

The managing general partner’s net worth is based primarily on the estimated value of its producing natural gas properties and is not available in cash without borrowings or a sale of the properties. Also, if natural gas prices decrease, then the estimated value of the properties and the managing general partner’s net worth will be reduced. Further, price decreases will reduce the managing general partner’s revenues, and may make some reserves uneconomic to produce. This would reduce the managing general partner’s reserves and cash flow, and could cause the lenders of the managing general partner and its affiliates to reduce the borrowing base for the managing general partner and its affiliates. In this regard, see “Management’s Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources” regarding the managing general partner’s liability under the terms of the credit facility. Also, because the majority of the managing general partner’s proved reserves are currently natural gas reserves, the managing general partner’s net worth is more susceptible to movements in natural gas prices than in oil prices.

The managing general partner’s net worth may not be sufficient, either currently or in the future, to meet its financial commitments under the partnership agreement. These risks are increased because the managing general partner has made similar financial commitments in most of its other partnerships and will make this same commitment in future partnerships. See “Financial Information Concerning the Managing General Partner and Atlas Resources Public #17-2007(A) L.P.”

An Investment in a Partnership Must be for the Long-Term Because the Units Are Illiquid and Not Readily Transferable. If you invest in a partnership, then you must assume the risks of an illiquid investment. The transferability of the units is limited by the securities laws, the tax laws, and the partnership agreement. The units generally cannot be liquidated since there is not a readily available market for the sale of the units. Further, the partnerships do not intend to list the units on any exchange. (See “Transferability of Units - Restrictions on Transfer Imposed by the Securities Laws, the Tax Laws and the Partnership Agreement.”)

Also, a sale of your units could create adverse tax and economic consequences for you. The sale or exchange of all or part of your units held for more than 12 months generally will result in a recognition of long-term capital gain or loss. However, previous deductions for depreciation, depletion and intangible drilling costs may be recaptured as ordinary income rather than capital gain regardless of how long you have owned your units. If you have held your units for 12 months or less, then the gain or loss generally will be short-term gain or loss. Also, your pro rata share of a partnership’s liabilities, if any, as of the date of the sale or exchange of your units must be included in the amount realized by you. Thus, the gain recognized by you may result in a tax liability greater than the cash proceeds, if any, received by you from the sale or other disposition of your units, if permitted under the partnership agreement. (See “Federal Income Tax Consequences - Disposition of Units” and “Presentment Feature.”)

Spreading the Risks of Drilling Among a Number of Wells Will be Reduced if Less than the Maximum Subscription Proceeds are Received and Fewer Wells are Drilled. Each partnership must receive minimum subscription proceeds of $2 million to close the offering, and the subscription proceeds of the partnerships, in the aggregate, may not exceed $400 million. There are no other requirements regarding the size of a partnership other than the nonbinding targeted maximum amounts described in “Terms of the Offering - Subscription to a Partnership.” Thus, the subscription proceeds of one partnership may be substantially more or less than the subscription proceeds of another partnership. A partnership with a smaller amount of subscription proceeds will drill fewer wells, which decreases the partnership’s ability to spread the risks of drilling. For example, the managing general partner anticipates that a partnership will drill approximately 6 net wells if the minimum subscriptions of $2 million are received, which is compared with approximately 1,090 net wells if subscription proceeds of $400 million are received by a partnership. See “Compensation - Drilling Contracts” for a discussion of the estimated average well cost in each of the primary areas and for the Program as a whole. A gross well is a well in which a partnership owns a working interest. This is compared with a net well which is the sum of the fractional working interests owned in the gross wells. For example, a 50% working interest owned in three wells is three gross wells, but 1.5 net wells.

On the other hand, to the extent more than the minimum subscription proceeds are received by a partnership and the number of wells drilled increases, the partnership’s overall investment return may decrease if the managing general partner is unable to find enough suitable wells to be drilled. (See “Proposed Activities - Acquisition of Leases.”) Also, to the extent a partnership’s subscription proceeds and number of wells it drills increase, greater demands will be placed on the managing general partner’s management capabilities.

In addition, the cost of drilling and completing a well is often uncertain and there may be cost overruns in drilling and completing the wells, because the wells will not be drilled and completed on a turnkey basis for a fixed price that would shift certain risks of loss from the partnerships to the managing general partner as drilling contractor. The majority of the equipment costs of each partnership’s wells will be paid by the managing general partner. However, all of the intangible drilling costs of a partnership’s wells will be charged to you and the other investors in that partnership. If a partnership incurs a cost overrun for the intangible drilling costs of a well or wells, then the managing general partner anticipates that it would use the partnership’s subscription proceeds, if available, to pay the cost overrun or advance the necessary funds to the partnership. Using subscription proceeds to pay cost overruns charged to you and the other investors under the partnership agreement will result in a partnership drilling fewer wells.

Increases in the Costs of the Wells May Adversely Affect Your Return. The increase in natural gas and oil prices over the last several years has increased the demand for drilling rigs and other related equipment, and the costs of drilling and completing natural gas and oil wells also have increased. Because each partnership’s wells will be drilled on a modified cost plus basis as described in “Compensation - Drilling Contracts,” these increased costs will increase the cost to drill and complete each partnership’s wells. As compared with 2005, the managing general partner estimates that its drilling and completion costs increased by approximately 26% in 2006 and may continue to increase in the future. This means that fewer wells will be drilled by a partnership in 2007 than it would have drilled if the drilling and completion costs of the wells had not increased since 2005. On the other hand, if the price of natural gas and oil decreases before a partnership’s wells are drilled, the drilling and completion costs of the wells to be drilled by the partnerships would, in all likelihood, not be affected since the managing general partner believes that, in the short term, drilling and completion costs are not likely to be reduced by a drop in natural gas and oil prices. Also, the reduced availability of drilling rigs and other related equipment may make it more difficult to drill a partnership’s wells in a timely manner or to comply with the prepaid intangible drilling costs rules discussed in “Federal Income Tax Consequences - Drilling Contracts.”

The Partnerships Do Not Own Any Prospects, the Managing General Partner Has Complete Discretion to Select Which Prospects Are Acquired By a Partnership, and The Possible Lack of Information for a Majority of the Prospects Decreases Your Ability to Evaluate the Feasibility of a Partnership. The partnerships do not currently hold any interests in any prospects on which the wells will be drilled, and the managing general partner has absolute discretion in determining which prospects will be acquired to be drilled. The managing general partner has identified in “Proposed Activities” the general areas where each partnership will drill wells and the managing general partner intends that Atlas Resources Public #17-2007(A) L.P. will drill the prospects described in “Appendix A - Information Regarding Currently Proposed Prospects for Atlas Resources Public #17-2007(A) L.P.” These prospects represent the wells currently proposed to be drilled if a portion of the targeted nonbinding amount of subscription proceeds is received by Atlas Resources Public #17-2007(A) L.P. as described in “Terms of the Offering - Subscription to a Partnership.”

If there are material adverse events with respect to any of the currently proposed prospects, the managing general partner will substitute a new prospect. The managing general partner also anticipates that it will designate a portion of the prospects in Atlas Resources Public #17-2008(B) L.P. or Atlas Resources Public #17-2008(C) L.P., if units are offered in those partnerships, by a supplement or an amendment to the registration statement of which this prospectus is a part. With respect to the identified prospects to be drilled by a partnership, the managing general partner has the right on behalf of the partnership to:

·	substitute prospects;

·	take a lesser working interest in the prospects;

·	drill in other areas; or

·	do any combination of the foregoing.

Thus, you do not have any geological or production information to evaluate any additional and/or substituted prospects and wells. Also, if the subscription proceeds received by a partnership are insufficient to drill all of the identified prospects, then the managing general partner will choose those prospects which it believes are most suitable for the partnership. You must rely entirely on the managing general partner to select the prospects and wells for a partnership.

In addition, the partnerships do not have the right of first refusal in the selection of prospects from the inventory of the managing general partner and its affiliates, and they may sell their prospects to other partnerships, companies, joint ventures, or other persons at any time.

Drilling Prospects in One Area May Increase Risk. If multiple wells are drilled in one area at approximately the same time, then there is a greater risk that two or more of the wells will be marginal or nonproductive since the managing general partner will not be using the drilling results of one or more of those wells to decide whether or not to continue drilling prospects in that area or to substitute other prospects in other areas. This is contrasted with the situation in which a partnership drills one well in an area, and then assesses the drilling results before it decides to drill a second well in the same area or to substitute a different prospect in another area.

This risk is further increased with respect to wells for which the drilling and completing costs are prepaid in one year, and the drilling of the wells must begin within the first 90 days of the immediately following year under the tax laws associated with deducting the intangible drilling costs of the prepaid wells in the year in which the prepayment is made, rather than the year in which the wells are drilled. For example, if a partnership prepays in the year you invest the costs of drilling one or more wells to be drilled in the next year, potential bad weather conditions during the first 90 days of that year could delay beginning the drilling of one or more of the prepaid wells beyond the 90 day time limit under the tax laws. This would have a greater adverse effect on the partnership’s deduction for prepaid intangible drilling costs if the managing general partner is required to begin drilling many wells at the same time, rather than only a few wells. Also, “frost laws” prohibit drilling rigs and other heavy equipment from using certain roads during the winter, which may delay beginning the drilling of the prepaid wells within the 90 day time limit in the next tax year under the tax laws. In addition, there could be shortages of drilling rigs, equipment, supplies and personnel during this time period, or unexpected operational events and drilling conditions. (See “Federal Income Tax Consequences - Drilling Contracts” regarding prepaid wells and the 90 day time constraint.)

Lack of Production Information Increases Your Risk and Decreases Your Ability to Evaluate the Feasibility of a Partnership’s Drilling Program. Production information from wells previously drilled in the area surrounding the location where a new well is proposed to be drilled is an important indicator in evaluating the economic potential of the well proposed to be drilled. However, generally there will be a lack of production information from surrounding wells for the majority of the wells to be drilled by a partnership, which results in greater uncertainty to you and the other investors. This lack of production information results primarily from the managing general partner, as operator, proposing wells to be drilled in a partnership that are adjacent to wells it has previously drilled as operator in prior partnerships that have not yet been completed, have not yet been put on-line to sell production, or have been producing for only a short period of time so there is little or no production information available. If the managing general partner was not the operator of a previously drilled well, then the production information is not available if the well was drilled within the last five years since the Pennsylvania Department of Environmental Resources keeps production data confidential for the first five years from the time a well starts producing.

The Partnerships In This Program and Other Partnerships Sponsored by the Managing General Partner May Compete With Each Other for Prospects, Equipment, Subcontractors, and Personnel. One or more partnerships in this program and other partnerships sponsored by the managing general partner may have unexpended capital funds at the same time. Thus, these partnerships may compete for suitable prospects, equipment, subcontractors, and the managing general partner’s personnel. For example, a partnership previously organized by the managing general partner may still be acquiring prospects to drill when the partnerships in this program are attempting to acquire their prospects. This may make it more difficult for the partnerships to complete their prospect acquisition and drilling activities and may make each partnership less profitable.

Managing General Partner’s Subordination is Not a Guarantee of the Return of Any of Your Investment. If your cash distributions from the partnership in which you invest are less than a 10% return of capital for each of the first five 12-month periods beginning with the partnership’s first cash distribution from operations, then the managing general partner has agreed to subordinate a portion of its share of the partnership’s net production revenues. However, if the wells produce only small natural gas and oil volumes, and/or natural gas and oil prices decrease, then even with subordination you may not receive the 10% return of capital for each of the first five years as described above, or a return of your capital during the term of the partnership. Also, at any time during the subordination period the managing general partner is entitled to an additional share of partnership revenues to recoup previous subordination distributions to the extent your cash distributions from the partnership exceed the 10% return of capital described above. (See “Participation in Costs and Revenues - Subordination of Portion of Managing General Partner’s Net Revenue Share.”)

Borrowings by the Managing General Partner Could Reduce Funds Available for Its Subordination Obligation. With respect to each partnership, the managing general partner has or will pledge either its partnership interest and/or an undivided interest in the partnership’s assets equal to or less than its revenue interest, which will range from 32% to 40%, depending on the amount of its capital contribution, to secure borrowings for its and its affiliates’ general purposes. (See “Participation in Costs and Revenues” and “Conflicts of Interest - Conflicts Regarding Managing General Partner Withdrawing or Assigning an Interest.”) Under agreements previously entered into as described in “Management’s Discussion and Analysis of Financial Condition, Results of Operations, Liquidity and Capital Resources,” the managing general partner’s lenders have required a first lien on the managing general partner’s interest in the natural gas and oil properties and other assets of each partnership, and the lenders will have priority over the managing general partner’s subordination obligation under the partnership agreement for each partnership. Thus, if there was a default by the managing general partner to the lenders under this pledge arrangement, or if there was a default by an affiliate of the managing general partner under this pledge arrangement or another loan secured by this pledge arrangement, the amount of each partnership’s net production revenues available to the managing general partner for its subordination obligation to you and the other investors would be reduced or eliminated. Also, under certain circumstances, if the managing general partner made a subordination distribution to you and the other investors after a default to its lenders, then the lenders may be able to recoup that subordination distribution from you and the other investors.

Compensation and Fees to the Managing General Partner Regardless of Success of a Partnership’s Activities Will Reduce Cash Distributions. The managing general partner and its affiliates will profit from their services in drilling, completing, and operating each partnership’s wells, and will receive the other fees and reimbursement of direct costs described in “Compensation,” regardless of the success of the partnership’s wells. These fees and direct costs will reduce the amount of cash distributions to you and the other investors. The amount of the fees is subject to the complete discretion of the managing general partner, other than the fees must not exceed competitive fees charged by unaffiliated third-parties in the same geographic area engaged in similar businesses and they must comply with any other restrictions set forth in “Compensation.” With respect to direct costs, the managing general partner has sole discretion on behalf of each partnership to select the provider of the services or goods and the provider’s compensation as discussed in “Compensation.”

The Intended Monthly Distributions to Investors May be Reduced or Delayed. Cash distributions to you and the other investors may not be paid each month. Distributions may be reduced or deferred, in the discretion of the managing general partner, to the extent a partnership’s revenues are used for any of the following:

·	compensation and fees to the managing general partner as described above in “- Compensation and Fees to the Managing General Partner Regardless of Success of a Partnership’s Activities Will Reduce Cash Distributions”;

·	repayment of borrowings;

·	cost overruns;

·	remedial work to improve a well’s producing capability;

·	direct costs and general and administrative expenses of the partnership;

·	reserves, including a reserve for the estimated costs of eventually plugging and abandoning the wells; or

·	indemnification of the managing general partner and its affiliates by the partnership for losses or liabilities incurred in connection with the partnership’s activities. (See “Participation in Costs and Revenues - Distributions.”)

There Are Conflicts of Interest Between the Managing General Partner and the Investors. There are conflicts of interest between you and the other investors and the managing general partner and its affiliates. These conflicts of interest, which are not otherwise discussed in this “Risk Factors” section, include the following:

·	the managing general partner has determined the compensation and reimbursement that it and its affiliates will receive in connection with the partnerships without any unaffiliated third-party dealing at arms’ length on behalf of you and the other investors;

·	the managing general partner must monitor and enforce, on behalf of the partnerships, its own compliance with the drilling and operating agreement and the partnership agreement and the compliance of it and its affiliate, Atlas Pipeline Partners, with the gas gathering agreement;

·	because the managing general partner will receive a percentage of revenues greater than the percentage of costs that it pays, there may be a conflict of interest concerning which wells will be drilled based on each wells’ risk and profit potential;

·	the allocation of all intangible drilling costs to you and the other investors and the majority of the equipment costs to the managing general partner may create a conflict of interest concerning whether to complete a well;

if the managing general partner, as tax matters partner, represents a partnership before the IRS, potential conflicts include, for example, whether or not to expend partnership funds to contest a proposed adjustment by the IRS, if any, to the amount of your deduction for intangible drilling costs, or the credit to the managing general partner’s capital account for contributing the leases to the partnership;

which wells will be drilled by the managing general partner’s and its affiliates’ other affiliated partnerships or third-party programs in which they serve as driller/operator and which wells will be drilled by the partnerships in this program, and the terms on which the partnerships’ leases will be acquired;

subject to certain limitations described in “Conflicts of Interest - Conflicts Involving the Acquisition of Leases,” the managing general partner will have complete discretion in determining the terms on which it or its affiliated limited partnerships may purchase producing wells from each partnership;

·	the managing general partner and its officers, directors, and affiliates may purchase units at a reduced price, which would dilute the voting rights of you and the other investors on certain matters;

·	the same legal counsel represents the managing general partner and each partnership;

·	Atlas Pipeline Partners, an affiliate of the managing general partner, has the right to determine the order of priority for constructing gathering lines for each partnership’s wells;

·	Atlas Pipeline Partners, an affiliate of the managing general partner, will benefit from the partnerships drilling wells that will connect to its gathering system; and

as discussed in “Proposed Activities,” the managing general partner has a drilling commitment with Knox Energy for the drilling of 300 wells, which ends December 31, 2007. This creates a conflict of interest in deciding whether the managing general partner will select wells for each partnership to drill in the areas that will help the managing general partner satisfy this drilling commitment.

Other than certain guidelines set forth in “Conflicts of Interest,” the managing general partner has no established procedures to resolve a conflict of interest. Also, the partnerships do not have an independent investment committee. Thus, certain matters, including conflicts of interest between a partnership and the managing general partner and its affiliates such as those described above or set forth in “Conflicts of Interest,” may not be resolved as favorably to you and the other investors in your partnership as they would be if there was an independent investment committee.

The Presentment Obligation May Not Be Funded and the Presentment Price May Not Reflect Full Value. Subject to certain conditions, beginning with the fifth calendar year after the offering of units in your partnership closes you may present your units to the managing general partner for purchase. However, the managing general partner may determine, in its sole discretion, that it does not have the necessary cash flow or cannot borrow funds for this purpose on reasonable terms. In either event the managing general partner may suspend the presentment feature. This risk is increased because the managing general partner has and will incur similar presentment obligations in other partnerships.

Further, the presentment price for your units may not reflect the full value of a partnership’s property or your units because of the difficulty in accurately estimating natural gas and oil reserves. Reservoir engineering is a subjective process of estimating underground accumulations of natural gas and oil that cannot be measured in an exact way, and the accuracy of the reserve estimate is a function of the quality of the available data and of engineering and geological interpretation and judgment. Also, the reserves and future net revenues are based on various assumptions as to natural gas and oil prices, taxes, development expenses, capital expenses, operating expenses and availability of funds. Any significant variance in these assumptions, including the price of natural gas, could materially affect the estimated quantity of the reserves. As a result, the managing general partner’s estimates are inherently imprecise and may not correspond to realizable value. Thus, the presentment price paid for your units and the amount of any partnership distributions received by you before the presentment may be less than the subscription amount you paid for your units. However, because the presentment price is a contractual price it is not reduced by discounts for minority interests and lack of marketability that generally are used to value partnership interests for tax and other purposes, but it is subject to discounts for purposes of determining present value and the amount to be paid. (See “Presentment Feature.”)

Finally, see “- An Investment in a Partnership Must be for the Long-Term Because the Units Are Illiquid and Not Readily Transferable,” above, concerning the tax effects on you of presenting your units for purchase.

The Managing General Partner May Not Devote the Necessary Time to the Partnerships Because Its Management Obligations Are Not Exclusive. The partnerships do not have any employees and must rely on the managing general partner and its affiliates for the management of the partnerships and each partnership’s business, and the managing general partner and its affiliates may not devote the necessary time to the partnerships, which is in the managing general partner’s discretion. Also, the managing general partner depends on its parent companies, Atlas America and Atlas Energy Resources, LLC, and their affiliates, for management and administrative functions as discussed in “Management - Transactions with Management and Affiliates.” The managing general partner and its affiliates will be engaged in other oil and gas activities, including other partnerships and unrelated business ventures for their own account or for the account of others, during the term of each partnership. Thus, the competition for time and services of the managing general partner and its affiliates could result in insufficient attention to the management and operation of the partnerships.

Prepaying Subscription Proceeds to the Managing General Partner May Expose the Subscription Proceeds to Claims of the Managing General Partner’s Creditors. Under the drilling and operating agreement, each partnership will be required to immediately pay the managing general partner, acting as general drilling contractor, the investors’ share of the entire estimated price for drilling and completing the partnership’s wells. Thus, these funds could be subject to claims of the managing general partner’s creditors. (See “Financial Information Concerning the Managing General Partner and Atlas Resources Public #17-2007(A) L.P.”)

Lack of Independent Underwriter May Reduce Due Diligence Investigation of the Partnerships and the Managing General Partner. There has not been an extensive in-depth “due diligence” investigation of the existing and proposed business activities of the partnerships and the managing general partner that would be provided by independent underwriters. Anthem Securities, which is affiliated with the managing general partner, serves as dealer-manager and will receive reimbursement of bona fide due diligence expenses, which it will reallow to the selling agents, for certain due diligence investigations conducted by the selling agents. However, Anthem Securities’ due diligence examination concerning the partnerships cannot be considered to be independent, nor as comprehensive as an investigation that would have been conducted by an independent broker/dealer. (See “Conflicts of Interest.”)

A Lengthy Offering Period May Result in Delays in the Investment of Your Subscription and Any Cash Distributions From the Partnership to You. Because the offering period for a particular partnership can extend for many months, there may be a delay in the investment of your subscription proceeds. This may create a delay in the partnership’s cash distributions to you which will be paid only after a portion of the partnership’s wells have been drilled, completed and placed on-line for the delivery and sale of natural gas and/or oil, and payment has been received from the purchaser of the natural gas and/or oil. Also, distributions of a partnership’s net production revenues will be made only after payment of the managing general partner’s fees and expenses and only if there is sufficient cash available in the managing general partner’s discretion. See “Terms of the Offering” for a discussion of the procedures involved in the offering of the units and the formation of a partnership.

The Partnerships are Subject to Comprehensive Federal, State and Local Laws and Regulations That Could Increase the Cost and Alter the Manner or Feasibility of the Partnerships Doing Business. The partnerships’ operations are regulated extensively at the federal, state and local levels. Environmental and other governmental laws and regulations have increased the costs to plan, design, drill, install, operate and abandon natural gas and oil wells. Under these laws and regulations, the partnerships could also be liable for personal injuries, property damage and other damages. In addition, failure to comply with these laws and regulations may result in the suspension or termination of a partnership’s operations and subject a partnership to administrative, civil and criminal penalties.

Part of the regulatory environment in which the partnerships will operate includes, in some cases, legal requirements for obtaining environmental assessments, environmental impact studies and/or plans of development before beginning drilling and production activities. In addition, the partnerships’ activities are subject to regulations regarding conservation practices and protection of correlative rights. Further, the natural gas and oil regulatory environment could change in ways that might substantially increase the financial and managerial costs of compliance with these laws and regulations and, thus, reduce the partnerships’ profitability. Furthermore, the partnerships may be put at a competitive disadvantage as compared to larger companies in the oil and gas industry that can spread these additional regulatory compliance costs over a greater number of wells. See “Competition, Markets and Regulation” for a more detailed description of the laws and regulations that affect the partnerships.

Your Interests May Be Diluted. The equity interests of you and the other investors in a partnership may be diluted. You and the other investors in a partnership will share in the partnership’s production revenues from all of its wells in proportion to your respective number of units, based on $10,000 per unit, regardless of:

·	when you subscribe;

·	which wells are drilled with your subscription proceeds; or

·	the actual subscription price you paid for your units as described below.

Although subscription proceeds received by a partnership in different closings may be used to pay the costs of drilling different wells depending on when the subscriptions are received, 90% of the subscription proceeds of you and the other investors in your partnership will be used to pay intangible drilling costs regardless of when you subscribe. However, the revenues from all of the wells drilled in the partnership will be commingled regardless of when you subscribe and regardless of which wells were drilled with the subscription proceeds in your closing and the results of those wells.

Also, some investors, including the managing general partner and its officers and directors as described in “Plan of Distribution,” may buy up to 5% of the total units in each partnership at discounted prices because the dealer-manager fee, the sales commission and the reimbursement for bona fide due diligence expenses will not be paid for those sales. These discounted subscription prices will reduce the amount of the subscription proceeds available to a partnership to drill wells. (See “- Spreading the Risks of Drilling Among a Number of Wells Will be Reduced if Less than the Maximum Subscription Proceeds are Received and Fewer Wells are Drilled.”) In addition, all of the investors in each partnership will share in the partnership’s production revenues with the managing general partner, based on the number of units purchased by each investor, rather than the purchase price paid by the investor for his units. Thus, investors who pay discounted prices for their units will receive higher returns on their investments in a partnership as compared to investors who pay the entire $10,000 per unit.

Federal Income Tax Risks

Your Deduction for Intangible Drilling Costs May Be Limited for Purposes of the Alternative Minimum Tax. You will be allocated a share of your partnership’s deduction for intangible drilling costs in the year you invest in an amount equal to 90% of the subscription price you pay for your units. Under current tax law, however, your alternative minimum taxable income in the year you invest cannot be reduced by more than 40% by your deduction for intangible drilling costs without creating a tax preference. (See “Federal Income Tax Consequences - Alternative Minimum Tax.”)

Limited Partners Need Passive Income to Use Their Deduction for Intangible Drilling Costs. If you invest in a partnership as a limited partner (except as discussed below), your share of the partnership’s deduction for intangible drilling costs in the year you invest will be a passive loss that cannot be used to offset “active” income, such as salary and bonuses, or portfolio income, such as dividends and interest income. Thus, you may not have enough passive income from the partnership or net passive income from your other passive activities, if any, in the year you invest, to offset a portion or all of your passive deduction for intangible drilling costs in the year you invest. However, any unused passive loss from intangible drilling costs may be carried forward indefinitely by you to offset your passive income in subsequent taxable years. Also, except as described below, the passive activity limitations on your share of the partnership’s deduction for intangible drilling costs in the year you invest do not apply to you if you invest in the partnership as a limited partner and you are a C corporation which:

·	is not a personal service corporation or a closely held corporation;

·	is a personal service corporation in which employee-owners hold 10% (by value) or less of the stock, but is not a closely held corporation; or

is a closely held corporation (i.e., five or fewer individuals own more than 50% (by value) of the stock), but is not a personal service corporation in which employee-owners own more than 10% (by value) of the stock, in which case you may use your passive losses to offset your net active income (calculated without regard to your passive activity income and losses or portfolio income and losses).

(See “Federal Income Tax Consequences - Limitations on Passive Activity Losses and Credits.”)

You May Owe Taxes in Excess of Your Cash Distributions from Your Partnership. You may become subject to income tax liability for your share of your partnership’s income in any taxable year in an amount that is greater than the cash and any marginal well production credits you receive from the partnership in which you invest in that taxable year. For example:

·	if the partnership borrows money, your share of partnership revenues used to pay principal on the loan will be included in your income from the partnership and will not be deductible;

·	income from sales of natural gas and oil may be included in your income from the partnership in one tax year, although payment is not actually received by the partnership and, thus, cannot be distributed to you, until the next tax year;

·	if there is a deficit in your capital account, the partnership may allocate income or gain to you even though you do not receive a corresponding distribution of partnership revenues;

the partnership’s revenues may be expended by the managing general partner for nondeductible costs or retained in the partnership to establish a reserve for future estimated costs, including a reserve for the estimated costs of eventually plugging and abandoning the wells, which will reduce your cash distributions from the partnership without a corresponding tax deduction; and

·	the taxable disposition of the partnership’s property or your units may result in income tax liability to you in excess of the cash you receive from the transaction.

Investment Interest Deductions of Investor General Partners May Be Limited. If you invest in a partnership as an investor general partner, your share of the partnership’s deduction for intangible drilling costs in the year you invest will reduce your investment income and may limit the amount of your deductible investment interest expense, if any.

Your Tax Benefits from an Investment in a Partnership Are Not Contractually Protected. An investment in a partnership does not give you any contractual protection against the possibility that part or all of the intended tax benefits of your investment will be disallowed by the IRS. No one provides any insurance, tax indemnity or similar agreement for the tax treatment of your investment in a partnership. You have no right to rescind your investment in a partnership or to receive a refund of any of your investment in the partnership if a portion or all of the intended tax consequences of your investment in the partnership are ultimately disallowed by the IRS or the courts. Also, none of the fees paid by the partnerships to the managing general partner, its affiliates or independent third-parties (including special counsel which issued the tax opinion letter) are refundable or contingent on whether the intended tax consequences of your investment in a partnership are ultimately sustained if challenged by the IRS.

An IRS Audit of Your Partnership May Result in an IRS Audit of Your Personal Federal Income Tax Returns. The IRS may audit each partnership’s annual federal information income tax returns, particularly since each partnership’s investors will receive a deduction equal to not less than 90% of their investment amount in the year they invest, which includes their respective deductions for intangible drilling costs. If the partnership in which you invest is audited, the IRS also may audit your personal federal income tax returns, including prior years’ returns and items that are unrelated to the partnership. (See “Federal Income Tax Consequences.”)

Each Partnership’s Deductions May be Challenged by the IRS. If the IRS audits a partnership, it may challenge the amount of the partnership’s deductions and the taxable year in which the deductions were claimed, including the deductions for intangible drilling costs and depreciation. Any adjustments made by the IRS to the federal information income tax returns of the partnership in which you invest could lead to adjustments on your personal federal income tax returns and could reduce the amount of your deductions from the partnership in the year you invest and subsequent tax years. The IRS also could seek to recharacterize a portion of the partnership’s intangible drilling costs for drilling and completing its wells as some other type of expense, such as lease costs or equipment costs, which would reduce or defer your share of the partnership’s deductions for those costs. (See “Federal Income Tax Consequences - Business Expenses,” “- Depreciation and Cost Recovery Deductions,” and “- Drilling Contracts.”)

In addition, depending primarily on when its subscription proceeds are received, it is possible that each partnership may prepay in the year you invest most or all of its intangible drilling costs for wells the drilling of which will not begin until the next year. In that event, you will not receive a deduction in the year you invest for your share of the partnership’s prepaid intangible drilling costs for those wells unless the drilling of the prepaid wells begins on or before the 90^th day following the close of the partnership’s taxable year in which the prepayment was made. Under the drilling and operating agreement, the drilling of all of each partnership’s prepaid wells, if any, will be required to begin within that 90 day time period. However, the drilling of any partnership well may be delayed due to circumstances beyond the control of the managing general partner, acting as general drilling contractor, without liability to the managing general partner. For example, if prepayment of a well is made in the year you invest and for any reason the drilling of the well does not begin within the required 90 day time period in the next tax year, your deduction for prepaid intangible drilling costs for that well must be claimed for your tax year in which the drilling of the well begins, instead of the tax year in which you invest. Also, there is a greater risk that the IRS will attempt to defer your share of the partnership’s deduction for intangible drilling costs for drilling and completing any prepaid partnership wells from the tax year in which the prepayment is made by the partnership to the next tax year if there are other additional working interest owners of a prepaid well, because those other working interest owners will not be required to prepay their share of the costs of drilling and completing the wells. (See “Federal Income Tax Consequences - Drilling Contracts.”)

Changes in the Law May Reduce Your Tax Benefits From an Investment in a Partnership. Your tax benefits from an investment in a partnership may be affected by changes in the tax laws. For example, the top four federal income tax brackets for individuals were reduced in 2003, including reducing the top bracket to 35% from 38.6%, until December 31, 2010. The lower federal income tax rates will reduce to some degree the amount of taxes you save by virtue of your share of the partnership’s deductions for intangible drilling costs, depletion, and depreciation, and its marginal well production credits, if any. However, the federal income tax rates described above could be changed again, even before January 1, 2011, and other changes in the tax laws could be made that would reduce your tax benefits from an investment in a partnership.

It May Be Many Years Before You Receive Any Marginal Well Production Credits, If Ever. Depending primarily on the applicable reference prices for natural gas and oil in the preceding year, there is a federal income tax credit for the sale of qualified marginal natural gas and oil production. Although the managing general partner anticipates that most, if not all, of each partnership’s natural gas and oil production will be qualified production for purposes of this tax credit, natural gas and oil production sold by a partnership may be sold at prices above the applicable reference prices at which the marginal well production credit is reduced to zero, particularly in the early years of each partnership when the production from the partnership’s wells generally is the greatest. Thus, depending primarily on market prices for natural gas and oil, which are volatile, you may not receive any marginal well production credits from the partnership in which you invest for many years, if ever. (See “Federal Income Tax Consequences - Marginal Well Production Credits.”)

ADDITIONAL INFORMATION

The program and the partnerships composing the program currently are not required to file reports with the SEC. However, a registration statement on Form S-1 has been filed on behalf of the program with the SEC. Certain portions of the registration statement have been deleted from this prospectus under SEC rules and regulations. You are urged to refer to the registration statement, as amended, and its exhibits for further information concerning the provisions of certain documents referred to in this prospectus.

You may read and copy any materials filed as a part of the registration statement, including the tax opinion included as Exhibit 8, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains an internet world wide web site that contains registration statements, reports, proxy statements, and other information about issuers who file electronically with the SEC, including the program. The address of that site is http://www.sec.gov. Also, you may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, a copy of the tax opinion may be obtained by you or your advisors from the managing general partner at no cost. The delivery of this prospectus does not imply that its information is correct as of any time after its date.

FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS

Statements, other than statements of historical facts, included in this prospectus and its exhibits address activities, events or developments that the managing general partner and the partnerships anticipate will or may occur in the future. For example, the words “believes,” “anticipates,” “will” and “expects” are intended to identify forward-looking statements. These forward-looking statements include such things as:

·	investment objectives;

·	references to future success in a partnership’s drilling and marketing activities;

·	business strategy;

·	estimated future capital expenditures;

·	competitive strengths and goals; and

·	other similar matters.

These statements are based on certain assumptions and analyses made by the partnerships and the managing general partner in light of their experience and their perception of historical trends, current conditions, and expected future developments. However, whether actual results will conform with these expectations is subject to a number of risks and uncertainties, many of which are beyond the control of the partnerships and the managing general partner, including, but not limited to:

·	general economic, market, or business conditions;

·	changes in laws or regulations;

·	the risk that the wells are productive, but do not produce enough revenue to return the investment made;

·	the risk that the wells are dry holes; and

·	uncertainties concerning the price of natural gas and oil, which may decrease.

Thus, all of the forward-looking statements made in this prospectus and its exhibits are qualified by these cautionary statements. There can be no assurance that actual results will conform with the managing general partner’s and the partnerships’ expectations.

INVESTMENT OBJECTIVES

Each partnership’s principal investment objectives are to invest its subscription proceeds in natural gas development wells which will:

Provide monthly cash distributions to you from the partnership in which you invest until the wells are depleted, with a minimum annual return of capital of 10% during the first five years beginning with your partnership’s first revenue distribution and based on $10,000 per unit for all units sold regardless of the actual subscription price you paid for your units. These distributions of a 10% return of capital during the first five years are not guaranteed, but are subject to the managing general partner’s subordination obligation. The managing general partner anticipates that investors in a partnership will begin to receive monthly cash distributions approximately eight months after the offering period for the partnership ends and it may take up to 12 months before all of the wells in that partnership have been drilled and completed and are on-line for the sale of their natural gas or oil production. However, if all or the majority of the units are sold in Atlas Resources Public #17-2007(A) L.P., then it may take longer for all of the wells to be drilled, completed and placed online to sell production in that partnership. This will delay conversion of the investor general partner units to limited partner units since the managing general partner will not convert the investor general partner units to limited partner units in a partnership until after all of the partnership’s wells have been drilled and completed. In this regard, a well is deemed to be completed when production equipment is installed on a well, even though the well may not yet be connected to a pipeline for production of natural gas. Also, see “Participation in Costs and Revenues - Subordination of Portion of Managing General Partner’s Net Revenue Share” for a discussion of the subordination feature. The partnerships currently do not hold any interests in any prospects on which the wells will be drilled.

Obtain tax deductions from the partnership in which you invest, in the year that you invest, from intangible drilling costs to offset a portion of your taxable income from sources other than the partnership, subject to the passive activity limitations on losses if you invest as a limited partner. For example, if you pay $10,000 for a unit your investment will produce an income tax deduction for intangible drilling costs of $9,000 per unit, 90%, in the year you invest against:

·	ordinary income, or capital gain in some situations, if you invest as an investor general partner in a partnership; or

·	net passive income from your other passive activity investments, if any, and passive income from the partnership in the year you invest, if any, if you invest as a limited partner in a partnership.

In 2003 the top four tax brackets for individual taxpayers were reduced from 38.6% to 35%, 35% to 33%, 30% to 28%, and 27% to 25%. These changes are scheduled to expire December 31, 2010. If you are in either the 35% or 33% tax bracket, you will save approximately $3,150 or $2,970, respectively, per $10,000 unit, in federal income taxes in the year that you invest. Most states also allow this type of a deduction against the state income tax. If the partnership in which you invest begins selling natural gas and oil production from its wells in the year in which you invest, however, then you may be allocated a share of partnership income in that year that will be offset by a portion of your intangible drilling cost deduction and your share of the other partnership deductions discussed below.

Offset a portion of any gross production income generated by your partnership with tax deductions from percentage depletion, which is 15% in 2007 and is anticipated by the managing general partner to also be 15% in 2008. The percentage depletion rate may fluctuate from year to year depending on the price of oil, but under current tax law it will not be less than the statutory rate of 15% nor more than 25%.

Obtain tax deductions of the remaining 10% of your investment over a seven-year cost recovery period, beginning in the year the wells are drilled, completed and placed in service for the production of natural gas or oil in the partnership in which you invest. For example, if you pay $10,000 for a unit, you will receive additional income tax deductions over the cost recovery period totaling $1,000 per unit for depreciation of your partnership’s equipment costs for its productive wells.

If you are self-employed and invest in a partnership as an investor general partner, then you may use your share of the partnership’s deduction for intangible drilling costs to offset a portion of your net earnings from self-employment in the year you invest. Also, if wells in the partnership are drilled and completed and placed in service in the year you invest, you will begin receiving the depreciation deductions discussed above which, to the extent they exceed your share of your partnership’s income, if any, in the year in which you invest, also will reduce your net earnings from self-employment in the year you invest, and in your subsequent tax years during the seven-year cost recovery period.

Attainment of these investment objectives by a partnership will depend on many factors, including the ability of the managing general partner to select suitable wells that will be productive and produce enough revenue to return the investment made. The success of each partnership depends largely on future economic conditions, especially the future price of natural gas, which is volatile and may decrease. Also, the extent to which each partnership attains the foregoing investment objectives will be different, because each partnership is a separate business entity which:

·	generally will drill different wells;

·	may receive a different amount of subscription proceeds than the targeted subscription proceeds for each partnership, as determined by the managing general partner, which generally will be the primary factor in determining the number of wells that can be drilled by each partnership; and

·	may drill wells situated in different geographical areas, where the wells will be drilled to different formations, reservoirs or depths, that will affect the cost of the wells and, thus, will also affect the number of wells that can be drilled by each partnership.

There can be no guarantee that the foregoing objectives will be attained.

ACTIONS TO BE TAKEN BY MANAGING GENERAL

PARTNER TO REDUCE RISKS OF ADDITIONAL

PAYMENTS BY INVESTOR GENERAL PARTNERS

You may choose to invest in a partnership as an investor general partner so that you can receive an immediate tax deduction against any type of income. To help reduce the risk that you and other investor general partners could be required to make additional payments to the partnership, the managing general partner will take the actions set forth below.

Insurance. The managing general partner will obtain and maintain insurance coverage in amounts and for purposes that would be carried by a reasonable, prudent general contractor and operator in accordance with industry standards. Each partnership will be included as an insured under these general, umbrella, and excess liability policies. In addition, the managing general partner requires all of its subcontractors to certify that they have acceptable insurance coverage for worker’s compensation and general, auto, and excess liability coverage. Major subcontractors are required to carry general and auto liability insurance with a minimum of $1 million combined single limit for bodily injury and property damage in any one occurrence or accident. In the event of a loss caused by a major subcontractor, the managing general partner or partnership may attempt to draw on the insurance policy of the particular subcontractor before the insurance of the managing general partner or that of the partnership, but currently would be unable to do so since none of its major subcontractors have insurance which would allow this. Also, even if a major subcontractor’s insurance was initially available, the managing general partner or a partnership may choose to draw on its own insurance coverage before that of the major subcontractor so that its insurance carrier will control the payment of claims.

The managing general partner’s current insurance coverage satisfies the following specifications:

·	worker’s compensation insurance in full compliance with the laws of the Commonwealth of Pennsylvania and any other applicable state laws where the wells will be drilled;

·	commercial general liability covering bodily injury and property damage third party liability, including products/completed operations, blow out, cratering, and explosion with limits of $1 million per occurrence/$2 million general aggregate; and $1 million products/completed operations aggregate;

·	underground resources and equipment property damages liability to others with a limit of $1 million;

·	automobile liability with a $1 million combined single limit;

·	employer’s liability with a $500,000 policy limit;

pollution liability resulting from a “pollution incident,” which is defined as the discharge, dispersal, seepage, migration, release or escape of one or more pollutants directly from a well site, with a limit of $1 million for bodily injury and property damage and a limit of $100,000 for clean-up for third-parties; however, coverage does not apply to pollution damage to the well site itself or the property of the insured;

·	commercial umbrella liability composed of:

·	primary umbrella limit of $25 million over general liability, automobile liability, and employer’s liability and a $10 million sublimit for pollution liability; and

·	excess liability providing excess limits of $24 million over the $25 million provided in the commercial umbrella, which is for general liability only.

Because the managing general partner is driller and operator of wells for other partnerships, the insurance available to each partnership could be substantially less if insurance claims are made in the other partnerships.

This insurance has deductibles, which would first have to be paid by a partnership, of:

·	$2,500 per occurrence for bodily injury and property damage; and

·	$10,000 per pollution incident for pollution damage.

The insurance also has terms, including exclusions, that are standard for the natural gas and oil industry. On request the managing general partner will provide you or your representative a copy of its insurance policies. The managing general partner will use its best efforts to maintain insurance coverage that meets its current coverage, but it may be unsuccessful if the coverage becomes unavailable or too expensive.

If you are an investor general partner and there is going to be a material adverse change in your partnership’s insurance coverage, which the managing general partner does not anticipate, then the managing general partner will notify you at least 30 days before the effective date of the change. You will then have the right to convert your units into limited partner units before the change in insurance coverage by giving written notice to the managing general partner.

Conversion of Investor General Partner Units to Limited Partner Units. Your investor general partner units will be automatically converted by the managing general partner to limited partner units after all of the wells in your partnership have been drilled and completed. In this regard, a well is deemed to be completed when production equipment is installed on a well, even though the well may not yet be connected to a pipeline for production of natural gas. In each partnership, the managing general partner anticipates that all of the wells will be drilled and completed no more than 12 months after a partnership closes, and the conversion will occur before the end of the succeeding tax year. However, if all or the majority of the units are sold in Atlas Resources Public #17-2007(A) L.P., then it may take longer for all of the wells to be drilled and completed in that partnership than if fewer units were sold in that partnership and there were fewer wells drilled and completed. This would delay conversion of the investor general partner units to limited partner units since the managing general partner will not convert the investor general partner units to limited partner units in a partnership until after all of the partnership’s wells have been drilled and completed.

Once your units are converted, which is a nontaxable event, you will have the lesser liability of a limited partner in your partnership under Delaware law for obligations and liabilities arising after the conversion. However, you will continue to have the responsibilities of a general partner for partnership liabilities and obligations incurred before the effective date of the conversion. For example, you might become liable for partnership liabilities in excess of your subscription amount during the time the partnership is engaged in drilling activities and for environmental claims that arose during drilling activities, but were not discovered until after the conversion.

Nonrecourse Debt. The partnerships do not anticipate that they will borrow funds. However, if borrowings are required, then the partnerships will be permitted to borrow funds only from the managing general partner or its affiliates and without recourse against non-partnership assets. Thus, if there is a default by your partnership under this loan arrangement you cannot be required to contribute funds to the partnership. Any borrowings by a partnership will be repaid from that partnership’s revenues and assets.

The amount that may be borrowed at any one time by a partnership may not exceed an amount equal to 5% of the investors’ subscription proceeds in the partnership. However, because you do not bear the risk of repaying these borrowings with non-partnership assets, the borrowings will not increase the extent to which you are allowed to deduct your individual share of partnership losses. (See “Federal Income Tax Consequences - Tax Basis of Units” and “- ‘At Risk’ Limitation on Losses.”)

·	Indemnification. The managing general partner will indemnify you from any liability incurred in connection with your partnership that is in excess of your interest in the partnership’s:

·	undistributed net assets; and

·	insurance proceeds, if any, from all potential sources.

The managing general partner’s indemnification obligation, however, will not eliminate your potential liability if the managing general partner’s assets are insufficient to satisfy its indemnification obligation. There can be no assurance that the managing general partner’s assets, including its liquid assets, will be sufficient to satisfy its indemnification obligation. The managing general partner has agreed to this indemnification obligation in 52 of its prior partnerships.

CAPITALIZATION AND SOURCE OF FUNDS AND USE OF PROCEEDS

Source of Funds

Each partnership must receive minimum subscription proceeds of $2 million to close, and the subscription proceeds of all partnerships, in the aggregate, may not exceed $400 million. There are no other requirements regarding the size of a partnership, and the subscription proceeds of one partnership may be substantially more or less than the subscription proceeds of the other partnership or partnerships. Although the targeted maximum subscription amounts for each partnership are set forth in “Terms of the Offering - Subscription to a Partnership,” they are not binding on the managing general partner. For example, the managing general partner has the discretion to accept subscriptions for any amount up to and including the entire amount of the program in Atlas Resources Public #17-2007(A) L.P. and not offer and sell any units in the other partnership or partnerships. (See “Terms of the Offering - Subscription to a Partnership.”)

On completion of the offering of units in a partnership, the partnership’s source of funds will be as follows assuming each unit is sold for $10,000:

·	the subscription proceeds of you and the other investors, which will be:

·	$2 million if 200 units are sold; and

·	$400 million if 40,000 units are sold; and

·	the managing general partner’s capital contribution, which must be at least 25% of all capital contributions and includes its credit for organization and offering costs and contributing the leases, which will be:

·	not less than approximately $500,000 if 200 units are sold; and

·	not less than approximately $100 million if 40,000 units are sold.

Thus, the total amount available to a partnership will be not less than approximately $2.5 million if 200 units are sold ranging to not less than approximately $500 million if 40,000 units are sold.

The managing general partner has made the largest single capital contribution in each of its prior partnerships and no individual investor has contributed more, although the total investor contributions in each partnership have exceeded the managing general partner’s contribution. The managing general partner also expects to make the largest single capital contribution in each of the partnerships.

Use of Proceeds

The subscription proceeds received from you and the other investors will be used by the partnership in which you invest as follows:

·	90% of the subscription proceeds will be used to pay 100% of the intangible drilling costs of drilling and completing the partnership’s wells; and

·	10% of the subscription proceeds will be used to pay a portion of the equipment costs of drilling and completing the partnership’s wells.

The managing general partner will contribute all of the leases to each partnership covering the acreage on which the partnership’s wells will be drilled, and pay all of the equipment costs of drilling and completing the partnership’s wells that exceed 10% of the partnership’s subscription proceeds. Thus, the managing general partner will pay the majority of each partnership’s equipment costs. The managing general partner also will be charged with 100% of the organization and offering costs for each partnership. A portion of these contributions to each partnership will be in the form of payments to itself, its affiliates and third-parties and the remainder will be in the form of services related to organizing this offering. The managing general partner will receive a credit towards its required capital contribution to each partnership for these payments and services as discussed in “Participation in Costs and Revenues.”

The following tables present information concerning each partnership’s use of the proceeds provided by both you and the other investors and the managing general partner. The tables are based in part on the managing general partner’s estimate of its capital contribution to a partnership based on the applicable number of units sold as shown in the table. The managing general partner’s estimated capital contribution shown in the tables includes its credit for organization and offering costs and contributing the leases, and exceeds in each case its required capital contribution of not less than 25% of all capital contributions to a partnership. Anthem Securities, an affiliate of the managing general partner, will be the dealer-manager of each offering and it will receive the dealer-manager fee, the sales commissions and the up to .5% reimbursement for bona fide due diligence expenses. A portion of these payments and reimbursements, including all of the reimbursement for bona fide due diligence expenses, will be reallowed by the dealer-manager to the broker/dealers, which are referred to as selling agents, as discussed in “Plan of Distribution.” Subject to the above, a partnership’s organizational costs will be paid to the managing general partner, its affiliates and various third-parties, and the intangible drilling costs and tangible costs of drilling and completing a partnership’s wells will be paid to the managing general partner as general drilling contractor and operator under the drilling and operating agreement.

The tables are presented based on:

·	the sale of 200 units ($2 million), which is the minimum number of units for each partnership; and

·	the sale of 40,000 units, which is the maximum number of units, in the aggregate, for all of the partnerships in the program.

Substantially all of the proceeds available to each partnership will be expended for the following purposes and in the following manner:

INVESTOR CAPITAL
NATURE OF PAYMENT	200 UNITS SOLD		% (1)		40,000 UNITS SOLD		% (1)
Organization and Offering Expenses
Dealer-manager fee, sales commissions and reimbursement for bona fide due diligence expenses (2)	- 0 -		- 0 -		- 0 -		- 0 -
Organization costs	- 0 -		- 0 -		- 0 -		- 0 -
Amount Available for Investment:
Intangible drilling costs (3)	$	1,800,000		90%	$	360,000,000		90%
Equipment costs (3)	$	200,000		10%	$	40,000,000		10%
Leases		- 0 -		- 0 -		- 0 -		- 0 -
Total Investor Capital	$	2,000,000		100%	$	400,000,000		100%

______________

(1)	The percentage is based on the investors’ total subscription proceeds, and excludes the managing general partner’s estimate of its capital contributions as set forth in the “- Managing General Partner Capital” table below.

(2)	See “Plan of Distribution” regarding the limits on reimbursements for bona fide due diligence expenses.

(3)

Ninety percent of the subscription proceeds provided by you and the other investors to each partnership will be used to pay 100% of the partnership’s intangible drilling costs. Ten percent of the subscription proceeds provided by you and the other investors to each partnership will be used to pay a portion of the partnership’s equipment costs. (See “Participation in Costs and Revenues.”) The managing general partner will pay all of the remaining equipment costs of each partnership. In this regard, the managing general partner’s share of each partnership’s equipment costs as set forth in the “- Managing General Partner Capital” and the “- Total Partnership Capital” tables below is based on the managing general partner’s estimate of the average cost of drilling and completing wells in each partnership’s primary areas as discussed in “Compensation - Drilling Contracts.”

MANAGING GENERAL PARTNER CAPITAL
NATURE OF PAYMENT	200 UNITS SOLD		% (1)		40,000 UNITS SOLD		% (1)
Organization and Offering Expenses
Dealer-manager fee, sales commissions and reimbursement for bona fide due diligence expenses (2)	$	200,000		26.45%	$	40,000,000		28.84%
Organization costs (2)	$	100,000		13.23%	$	5,999,999		4.33%
Amount Available for Investment:
Intangible drilling costs		- 0 -		- 0 -		- 0 -		- 0 -
Equipment costs (3)	$	384,949		50.91%	$	80,347,042		57.94%
Leases (4)	$	71,140		9.41%	$	12,327,900		8.89%
Total Managing General Partner Capital	$	756,089		100%	$	138,674,941		100%

____________

(1)	The percentage is based on the managing general partner’s estimate of its capital contributions, and excludes the investors’ total subscription proceeds set forth in the “- Investor Capital” table above.

(2)

As discussed in “Participation in Costs and Revenues,” if these fees, sales commissions, reimbursements and organization costs exceed 15% of the investors’ total subscription proceeds in a partnership, then the excess will be charged to the managing general partner, but will not be included as part of its capital contribution. See “Plan of Distribution” regarding the limits on reimbursements for bona fide due diligence expenses. Also, if 40,000 units are sold the managing general partner’s organization costs may be up to 5% of the investors’ subscription proceeds, (i.e., up to $20 million), which is materially greater than the estimated organization costs set forth above.

(3)

The managing general partner’s share of equipment costs is described in “Compensation - Drilling Contracts” and “Participation in Costs and Revenues.” However, these costs will vary depending on the actual equipment costs of drilling and completing the wells. Also, see footnote (2) to the “- Investor Capital” table above.

(4)

Instead of contributing cash for the leases, the managing general partner will assign to each partnership the leases covering the acreage on which the partnership’s wells will be drilled. Generally, as described in “Compensation - Lease Costs,” the managing general partner’s lease costs are approximately $11,310 per prospect. For purposes of this table, the managing general partner’s lease costs have been quantified using this amount based on its estimate of the number of net wells that will be drilled with the amount of subscription proceeds available as set forth in the “- Investor Capital” table above. The actual number of net wells drilled by the partnerships is likely to vary from the managing general partner’s estimate, based primarily on where the wells are drilled and the actual costs of drilling and completing the wells. Also, the managing general partner’s lease costs on a prospect may be significantly higher than the above-referenced amount, and its credit for the leases contributed will equal its cost, unless it has a reason to believe that cost is materially more than fair market value of the property, in which case its credit for its lease contribution must not exceed fair market value.

TOTAL PARTNERSHIP CAPITAL
NATURE OF PAYMENT	200 UNITS SOLD		% (1)		40,000 UNITS SOLD		% (1)
Organization and Offering Expenses
Dealer-manager fee, sales commissions and reimbursement for bona fide due diligence expenses (2)	$	200,000		7.26%	$	40,000,000		7.43%
Organization costs (2)	$	100,000		3.63%	$	5,999,999		1.11%
Amount Available for Investment:
Intangible drilling costs (3)	$	1,800,000		63.51%	$	360,000,000		66.83%
Equipment costs (3)	$	584,949		21.22%	$

Atlas Resources Public #17-2007 Program S-1