<PAGE>




      As filed with the Securities and Exchange Commission on July 1, 2005
                          Registration No. 333-_______



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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                               ATLAS AMERICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                    Delaware                               51-0404430
         ---------------------------------             -------------------
           (State or other jurisdiction                 (I.R.S. Employer
         of incorporation or organization)             Identification No.)

       311 Rouser Road, Moon Township, PA                    15108
     ----------------------------------------              ----------
     (Address of Principal Executive Offices)              (Zip Code)


                    ATLAS AMERICA, INC. STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                 Edward E. Cohen
                               Atlas America, Inc.
                                 311 Rouser Road
                             Moon Township, PA 15108
                      --------------------------------------
                     (Name and address of agent for service)


                                 (412) 262-2830
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                                    Copy to:
                           J. Baur Whittlesey, Esquire
                                    Ledgewood
                        1521 Locust Street - Eighth Floor
                             Philadelphia, PA 19102
                                 (215) 731-9450



<PAGE>

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE

                                                                  PROPOSED         PROPOSED
                                                                  MAXIMUM          MAXIMUM
                                                                  OFFERING        AGGREGATE         AMOUNT OF
          TITLE OF SECURITIES TO BE          AMOUNT TO BE        PRICE PER         OFFERING        REGISTRATION
                  REGISTERED                 REGISTERED(1)        SHARE(2)         PRICE(2)            FEE
------------------------------------------------------------------------------------------------------------------------
 <S>                                             <C>                <C>          <C>                  <C>
     Common Stock, par value $.01 per
      share                                     1,333,333          $37.48       $49,973,320.84       $5,881.86
</TABLE>

___________________
(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this registration statement also shall be deemed to cover an
     indeterminate number of additional shares of common stock issuable in the
     event the number of outstanding shares of the Company is increased by stock
     split, reclassification, stock dividend or the like.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 based upon the
     average of the high and low sales prices of the registrant's common stock
     as reported on the Nasdaq National Market on June 30, 2005.







<PAGE>


                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Explanatory Note to Part I of Form S-8.


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Explanatory Note to Part I of Form S-8.

















<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the registrant filed with the SEC are
incorporated by reference in this registration statement:

         o  Annual Report on Form 10-K for the fiscal year ended September 30,
            2004.

         o  Quarterly Report on Form 10-Q for the quarterly period ended
            December 31, 2004.

         o  Quarterly Report on Form 10-Q for the quarterly period ended
            March 31, 2005.

         o  Current Report on Form 8-K filed on October 19, 2004.

         o  Current Report on Form 8-K filed on December 20, 2004.

         o  Current Report on Form 8-K filed on December 30, 2004.

         o  Current Report on Form 8-K filed on March 22, 2005.

         o  Current Report on Form 8-K filed on May 16, 2005.

         o  Current Report on Form 8-K filed on June 14, 2005.

         o  The description of registrant's common stock contained in the
            Registration Statement on Form 8-A/A filed on May 7, 2004.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered pursuant to this registration statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the provisions of Section 145 of the Delaware General Corporation
Law, the registrant is required to indemnify any present or former officer or
director against expenses arising out of legal proceedings in which the director
or officer becomes involved by reason of being a director or officer if the
director or officer is successful in the defense of such proceedings. Section
145 also provides that the registrant may indemnify a director or officer in
connection with a proceeding in which he is not successful in defending if it is
determined that he acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the registrant or, in the case of a
criminal action, if it is determined that he had no reasonable cause to believe
his conduct was unlawful. Liabilities for which a director or officer may be
indemnified include amounts paid in satisfaction of settlements, judgments,
fines and other expenses (including attorneys' fees incurred in connection with
such proceedings).
<PAGE>

         The registrant's Amended and Restated Certificate of Incorporation
provides for indemnification of directors and officers of the registrant to the
fullest extent permitted by applicable law; provided, however, the registrant is
not obligated to indemnify any director or officer with respect to a proceeding
that was initiated by such director or officer unless such proceeding was
authorized or consented to by the Board of Directors of the registrant.

         In addition, the registrant's Amended and Restated Bylaws require the
registrant to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director or officer of the registrant, or is or
was serving at the request of the registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interest of the
registrant, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         The registrant's Amended and Restated Bylaws also provide that the
registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the registrant to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, of the registrant, or is
or was serving at the request of the registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

         In addition, the registrant's Amended and Restated Bylaws provide that
expenses incurred by a director or officer defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
registrant in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that the
individual is not entitled to be indemnified by the registrant.

         The indemnification and advancement of expenses provided by the Amended
and Restated Bylaws continues for a person who has ceased to be a director,
officer, employee or agent.

         In accordance with the Delaware General Corporation Law, the
registrant's Amended and Restated Certificate of Incorporation contains a
provision to limit the personal liability of the directors of the registrant for
violations of their fiduciary duty except to the extent such limitation is not
permitted under the Delaware General Corporation Law.

         The registrant maintains directors' and officers' liability insurance
against any actual or alleged error, misstatement, misleading statement, act,
omission, neglect or breach of duty by any director or officer of itself or any
direct or indirect subsidiary, excluding certain matters including fraudulent,
dishonest or criminal acts or self-dealing.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

<PAGE>

ITEM 8.  EXHIBITS.

         The Exhibits furnished as part of this registration statement on Form
S-8 are identified in the Exhibit Index immediately following the signature
pages of this registration statement. Such Exhibit Index is incorporated herein
by reference.

ITEM 9.  UNDERTAKINGS.

Undertakings required by Item 512(a) of Regulation S-K

         The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    to include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933, as amended (the "Securities
                     Act");

              (ii)   to reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the SEC
                     pursuant to Rule 424(b) if, in the aggregate, the changes
                     in volume and price represent no more than a 20% change in
                     the maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the effective
                     registration statement;

              (iii)  to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") that are incorporated by reference in
the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

Undertakings required by Item 512(b) of Regulation S-K

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to the initial bona fide offering
thereof.

Undertakings required by Item 512(h) of Regulation S-K

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on July
1, 2005.

                                                  ATLAS AMERICA, INC.


                                                  By: /s/ Edward E. Cohen
                                                      --------------------------
                                                      Edward E. Cohen
                                                      Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward E. Cohen, Matthew A. Jones and
Jonathan Z. Cohen, or any of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or of
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S>                                                                              <C>

                /s/ Edward E. Cohen                                              Date: July 1, 2005
                -----------------------------------------------------------
                EDWARD E. COHEN, Chief Executive Officer, President and
                Chairman (principal executive officer)

                /s/ Matthew A. Jones                                             Date: July 1, 2005
                -----------------------------------------------------------
                MATTHEW A. JONES, Chief Financial Officer (principal
                financial)

                /s/ Nancy J. McGurk                                              Date: July 1, 2005
                -----------------------------------------------------------
                NANCY J. MCGURK, Senior Vice President and Chief Accounting
                Officer (principal accounting officer)

                /s/ Carlton M. Arrendell                                         Date: July 1, 2005
                -----------------------------------------------------------
                CARLTON M. ARRENDELL, Director

                /s/ William R. Bagnell                                           Date: July 1, 2005
                -----------------------------------------------------------
                WILLIAM R. BAGNELL, Director

                /s/ Jonathan Z. Cohen                                            Date: July 1, 2005
                -----------------------------------------------------------
                JONATHAN Z. COHEN, Director

                /s/ Donald W. Delson                                             Date: July 1, 2005
                -----------------------------------------------------------
                DONALD W. DELSON, Director

                /s/ Nicholas A. DiNubile                                         Date: July 1, 2005
                -----------------------------------------------------------
                NICHOLAS A. DINUBILE, Director

                /s/ Dennis A. Holtz                                              Date: July 1, 2005
                -----------------------------------------------------------
                DENNIS A. HOLTZ, Director
 </TABLE>

<PAGE>


                                  EXHIBIT INDEX

The following exhibits are filed herewith:


          EXHIBIT                            DOCUMENT
         ---------        ------------------------------------------------------
           4.1(1)         Amended and Restated Certificate of Incorporation

           4.2(1)         Amended and Restated Bylaws

           4.3(2)         Specimen copy of Common Stock Certificate

           4.4            Atlas America, Inc. Stock Incentive Plan

           5.1            Opinion of Ledgewood as to the legality of the
                          securities to be offered

          23.1            Consent of Grant Thornton LLP

          23.2            Consent of Ledgewood (included as part of Exhibit 5.1)

          24.1            Power of Attorney (included as part of signature page)


(1)  Filed previously as an exhibit to registrant's Form 8-K filed on June 14,
     2005 and by this reference incorporated herein.

(2)  Filed previously as an exhibit to registrant's Registration Statement on
     Form S-1/A dated April 8, 2004 and by this reference incorporated herein.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 22988}]
{"company-data": {"conformed-name": "ATLAS AMERICA INC", "cik": "0001279228", "assigned-sic": "1311", "irs-number": "510404430", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126343", "film-number": "05933189"}, "mail-address": {"street1": "311 ROUSER ROAD", "city": "MOONTOWNSHIP", "state": "PA", "zip": "15108"}}
As filed with the Securities and Exchange Commission on July 1, 2005
                          Registration No. 333-_______

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               ATLAS AMERICA, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    Delaware                               51-0404430
         ---------------------------------             -------------------
           (State or other jurisdiction                 (I.R.S. Employer
         of incorporation or organization)             Identification No.)

       311 Rouser Road, Moon Township, PA                    15108
     ----------------------------------------              ----------
     (Address of Principal Executive Offices)              (Zip Code)

                    ATLAS AMERICA, INC. STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                 Edward E. Cohen
                               Atlas America, Inc.
                                 311 Rouser Road
                             Moon Township, PA 15108
                      --------------------------------------
                     (Name and address of agent for service)

                                 (412) 262-2830
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           J. Baur Whittlesey, Esquire
                                    Ledgewood
                        1521 Locust Street - Eighth Floor
                             Philadelphia, PA 19102
                                 (215) 731-9450
CALCULATION OF REGISTRATION FEE

                                                                  PROPOSED         PROPOSED
                                                                  MAXIMUM          MAXIMUM
                                                                  OFFERING        AGGREGATE         AMOUNT OF
          TITLE OF SECURITIES TO BE          AMOUNT TO BE        PRICE PER         OFFERING        REGISTRATION
                  REGISTERED                 REGISTERED(1)        SHARE(2)         PRICE(2)            FEE
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
      share                                     1,333,333          $37.48       $49,973,320.84       $5,881.86
___________________
(1)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this registration statement also shall be deemed to cover an
     indeterminate number of additional shares of common stock issuable in the
     event the number of outstanding shares of the Company is increased by stock
     split, reclassification, stock dividend or the like.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 based upon the
     average of the high and low sales prices of the registrant's common stock
     as reported on the Nasdaq National Market on June 30, 2005.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Explanatory Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Explanatory Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the registrant filed with the SEC are
incorporated by reference in this registration statement:

         o  Annual Report on Form 10-K for the fiscal year ended September 30,
            2004.

         o  Quarterly Report on Form 10-Q for the quarterly period ended
            December 31, 2004.

         o  Quarterly Report on Form 10-Q for the quarterly period ended
            March 31, 2005.

         o  Current Report on Form 8-K filed on October 19, 2004.

         o  Current Report on Form 8-K filed on December 20, 2004.

         o  Current Report on Form 8-K filed on December 30, 2004.

         o  Current Report on Form 8-K filed on March 22, 2005.

         o  Current Report on Form 8-K filed on May 16, 2005.

         o  Current Report on Form 8-K filed on June 14, 2005.

         o  The description of registrant's common stock contained in the
            Registration Statement on Form 8-A/A filed on May 7, 2004.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered pursuant to this registration statement
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the provisions of Section 145 of the Delaware General Corporation
Law, the registrant is required to indemnify any present or former officer or
director against expenses arising out of legal proceedings in which the director
or officer becomes involved by reason of being a director or officer if the
director or officer is successful in the defense of such proceedings. Section
145 also provides that the registrant may indemnify a director or officer in
connection with a proceeding in which he is not successful in defending if it is
determined that he acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the registrant or, in the case of a
criminal action, if it is determined that he had no reasonable cause to believe
his conduct was unlawful. Liabilities for which a director or officer may be
indemnified include amounts paid in satisfaction of settlements, judgments,
fines and other expenses (including attorneys' fees incurred in connection with
such proceedings).
The registrant's Amended and Restated Certificate of Incorporation
provides for indemnification of directors and officers of the registrant to the
fullest extent permitted by applicable law; provided, however, the registrant is
not obligated to indemnify any director or officer with respect to a proceeding
that was initiated by such director or officer unless such proceeding was
authorized or consented to by the Board of Directors of the registrant.

         In addition, the registrant's Amended and Restated Bylaws require the
registrant to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is or was a director or officer of the registrant, or is or
was serving at the request of the registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interest of the
registrant, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         The registrant's Amended and Restated Bylaws also provide that the
registrant shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the registrant to procure a judgment in its favor by reason of the
fact that such person is or was a director or officer, of the registrant, or is
or was serving at the request of the registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

         In addition, the registrant's Amended and Restated Bylaws provide that
expenses incurred by a director or officer defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
registrant in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that the
individual is not entitled to be indemnified by the registrant.

         The indemnification and advancement of expenses provided by the Amended
and Restated Bylaws continues for a person who has ceased to be a director,
officer, employee or agent.

         In accordance with the Delaware General Corporation Law, the
registrant's Amended and Restated Certificate of Incorporation contains a
provision to limit the personal liability of the directors of the registrant for
violations of their fiduciary duty except to the extent such limitation is not
permitted under the Delaware General Corporation Law.

         The registrant maintains directors' and officers' liability insurance
against any actual or alleged error, misstatement, misleading statement, act,
omission, neglect or breach of duty by any director or officer of itself or any
direct or indirect subsidiary, excluding certain matters including fraudulent,
dishonest or criminal acts or self-dealing.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
ITEM 8.  EXHIBITS.

         The Exhibits furnished as part of this registration statement on Form
S-8 are identified in the Exhibit Index immediately following the signature
pages of this registration statement. Such Exhibit Index is incorporated herein
by reference.

ITEM 9.  UNDERTAKINGS.

Undertakings required by Item 512(a) of Regulation S-K

         The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    to include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933, as amended (the "Securities
                     Act");

              (ii)   to reflect in the prospectus any facts or events arising
                     after the effective date of the registration statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the registration
                     statement. Notwithstanding the foregoing, any increase or
                     decrease in volume of securities offered (if the total
                     dollar value of securities offered would not exceed that
                     which was registered) and any deviation from the low or
                     high end of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the SEC
                     pursuant to Rule 424(b) if, in the aggregate, the changes
                     in volume and price represent no more than a 20% change in
                     the maximum aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the effective
                     registration statement;

              (iii)  to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     registration statement or any material change to such
                     information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") that are incorporated by reference in
the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

Undertakings required by Item 512(b) of Regulation S-K

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to the initial bona fide offering
thereof.

Undertakings required by Item 512(h) of Regulation S-K

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on July
1, 2005.

                                                  ATLAS AMERICA, INC.

                                                  By: /s/ Edward E. Cohen
                                                      --------------------------
                                                      Edward E. Cohen
                                                      Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward E. Cohen, Matthew A. Jones and
Jonathan Z. Cohen, or any of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or of
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Edward E. Cohen                                              Date: July 1, 2005
                -----------------------------------------------------------
                EDWARD E. COHEN, Chief Executive Officer, President and
                Chairman (principal executive officer)

                /s/ Matthew A. Jones                                             Date: July 1, 2005
                -----------------------------------------------------------
                MATTHEW A. JONES, Chief Financial Officer (principal
                financial)

                /s/ Nancy J. McGurk                                              Date: July 1, 2005
                -----------------------------------------------------------
                NANCY J. MCGURK, Senior Vice President and Chief Accounting
                Officer (principal accounting officer)

                /s/ Carlton M. Arrendell                                         Date: July 1, 2005
                -----------------------------------------------------------
                CARLTON M. ARRENDELL, Director

                /s/ William R. Bagnell                                           Date: July 1, 2005
                -----------------------------------------------------------
                WILLIAM R. BAGNELL, Director

                /s/ Jonathan Z. Cohen                                            Date: July 1, 2005
                -----------------------------------------------------------
                JONATHAN Z. COHEN, Director

                /s/ Donald W. Delson                                             Date: July 1, 2005
                -----------------------------------------------------------
                DONALD W. DELSON, Director

                /s/ Nicholas A. DiNubile                                         Date: July 1, 2005
                -----------------------------------------------------------
                NICHOLAS A. DINUBILE, Director

                /s/ Dennis A. Holtz                                              Date: July 1, 2005
                -----------------------------------------------------------
                DENNIS A. HOLTZ, Director
EXHIBIT INDEX

The following exhibits are filed herewith:

          EXHIBIT                            DOCUMENT
         ---------        ------------------------------------------------------
           4.1(1)         Amended and Restated Certificate of Incorporation

           4.2(1)         Amended and Restated Bylaws

           4.3(2)         Specimen copy of Common Stock Certificate

           4.4            Atlas America, Inc. Stock Incentive Plan

           5.1            Opinion of Ledgewood as to the legality of the
                          securities to be offered

          23.1            Consent of Grant Thornton LLP

          23.2            Consent of Ledgewood (included as part of Exhibit 5.1)

          24.1            Power of Attorney (included as part of signature page)

(1)  Filed previously as an exhibit to registrant's Form 8-K filed on June 14,
     2005 and by this reference incorporated herein.

(2)  Filed previously as an exhibit to registrant's Registration Statement on
     Form S-1/A dated April 8, 2004 and by this reference incorporated herein.