SANCHEZ O BRIEN OIL & GAS CORP
10-Q/A, 1997-04-07
DRILLING OIL & GAS WELLS
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                          UNITED STATES

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D. C.  20549

                            Form 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For quarter ended         June 30, 1996                    
                               or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the transition period from                   to               
Commission File Number:         2-70390                           

              SANCHEZ-O'BRIEN 1981-A DRILLING COMPANY    
      (Exact name of registrant as specified in its charter)

           TEXAS                                         74-2216121 
(State or other jurisdiction of              (IRS employer
incorporation or organization)               identification no.)

5847 San Felipe, Suite 1900      Houston, Texas     77057         
(Address of principal executive offices)       (Zip Code)

                           (713) 783-8000                         
           (Registrant's telephone number, including area code)

                                  N/A                             
(Former name, address and former fiscal year, if changed since last 
 report.)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 during the preceding 12 months
(or for such shorter period that  the registrant was required to
file such reports), and (2) has been  subject  to such filing
requirements for the past 90 days.  Yes  X   No  

               APPLICABLE ONLY TO ISSUERS INVOLVED
                 IN BANKRUPTCY PROCEEDINGS DURING
                    THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities  Exchange  Act of 1934 subsequent to the
distribution of securities under a plan confirmed by court. 
Yes      No  

              APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
<PAGE>
             SANCHEZ-O'BRIEN 1981-A DRILLING COMPANY
           QUARTERLY REPORT ON FORM 10-Q JUNE 30, 1996


                              INDEX

                                                                 
PART I -  Financial information:

 Item 1. Financial Statements
         Balance Sheets for the periods June 30, 1996 and
            December 31, 1995
         Statements of Operations for three six months ended
            June 30, 1996 and 1995
         Statement of Partners' Equity as of June 30, 1996
         Statements of Cash Flow for the six months ended
            June 30, 1996 and 1995
 Item 2. Management's Discussion and Analysis of Financial 
           Condition and Results of Operations
 
  
PART II - Other information:
 
 Item 1. Legal Proceedings
 Item 2. Changes in Securities (not applicable) 
 Item 3. Defaults upon Senior Securities (not applicable) 
 Item 4. Submission of Matters to a Vote of Security Holders
            (not applicable) 
 Item 5. Other Information (not applicable) 
 Item 6. Exhibits and Reports on Form 8-K
         Signatures
<PAGE>

<TABLE>
                     Part I.  Financial Information

ITEM 1.  FINANCIAL STATEMENTS

                  Sanchez-O'Brien 1981-A Drilling Company
                          (a limited partnership)
                              Balance Sheets
                                (Unaudited)
                                                    June 30,      December 31,
                                                     1996            1995     
  ASSETS

Current assets:
  Cash                                           $   371,318          521,334 
  Accounts receivable                                 62,259           69,457 

       Total current assets                          433,577          590,791 

Oil and natural gas properties (full cost        
  method), at cost, pledged (note 2)              30,946,220       30,931,350 
Less accumulated depreciation, depletion
  and amortization (note 2)                       30,169,924       30,084,924 

       Net oil and natural gas properties            776,296          846,426 

Organization costs, less applicable
  amortization                                             0                0 
                                                   1,209,873        1,437,217 

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:
  Accounts payable                                    68,350          119,456 
  Suspense payable-investors                         155,410          121,360 
  
       Total current liabilities                     223,760          240,816 

Partners' equity:
  Limited partners                                   972,277        1,184,440 
  General partner                                     13,836           11,961 

       Total partners' equity                        986,113        1,196,401 
                                                 $ 1,209,873        1,437,217 
See accompanying notes to financial statements.<PAGE>
<PAGE>

<S>
                    Sanchez-O'Brien 1981-A Drilling Company
                           (a limited partnership)
                           Statements of Operations
                                 (Unaudited)
                                 Three Months Ended      Six Months Ended
                                      June 30                June 30,      
                                  1996         1995      1996       1995  
<S>                               <C>          <C>        <C>       <C>       
REVENUES:
  Oil and natural gas sales      $194,603     215,553    $380,421   420,212
  Interest income                   4,111       1,960       7,743     3,640
  Other income                          0           0           0         0

                                  198,714     217,513     388,164   423,852
EXPENSES: 
  Operating expenses               44,760      53,859      94,385   225,996
  General and administrative        6,643      27,423      21,267    39,555
  Interest                              0           0           0         0
  Depreciation, depletion
    and amortization (note 2)      40,000      54,000      85,000   110,000

                                   91,403     135,282     200,652   375,551

    Net income                   $107,311      82,231    $187,512    48,301 

<PAGE>

</TABLE>
<TABLE>












See accompanying notes to financial statements.
<PAGE>
                  Sanchez-O'Brien 1981-A Drilling Company
                          (a limited partnership)
                       Statement of Partners' Equity
                      Six Months Ended June 30, 1996
                                (Unaudited)

                                         Limited       General 
                                        Partners       Partner        Total   
<S>                                       <C>            <C>           <C>
Balances at December 31, 1995          $1,184,800       11,961      1,196,401 

Cash distributions                       (397,800)           0       (397,800)

Net income                                185,637        1,875        187,512 

Balances at June 30, 1996               $ 972,277       13,836        986,113 


See accompanying notes to financial statements.
<PAGE>

</TABLE>
TABLE
<PAGE>
                  Sanchez-O'Brien 1981-A Drilling Company
                          (a limited partnership)
                         Statements of Cash Flows
                                (Unaudited)
                                                   Six Months Ended 
                                                         June 30,    
                                                  1996               1995 
<S>                                               <C>                <C>
Cash flows from operating activities:
 Net income                                   $187,512              48,301 
 Adjustments to reconcile net earnings to net
   cash provided by operating activities:
     Depreciation, depletion and
         amortization                           85,000             110,000 
     Change in assets and liabilities:
      Accounts receivable                        7,198               6,859 
      Accounts payable                         (51,106)              2,380 
      Suspense payable                          34,050                (240)
           
      Total adjustments                         75,142             118,999 

       Net cash provided by operating 
         activities                            262,654             167,300 

Cash flows from investing activities:
 Cash distributions                           (397,800)                  0 
 Purchases of property and equipment           (14,870)            (60,972)

       Net cash used in investing
         activities                           (412,670)            (60,972)

Cash flows from financing activities:
  Payment of long-term debt                          0                   0 
  Proceeds from long-term debt                       0                   0 

       Net cash provided by (used) financing
         activities                                  0                   0 

Net increase (decrease) in cash and
 cash equivalents                             (150,016)            106,328 

Cash and cash equivalents at beginning
 year                                          521,334             204,048 

Cash and cash equivalents at end of
 quarter                                      $371,318             310,376 

See accompanying notes to financial statements.

<PAGE>
             Sanchez-O'Brien 1981-A Drilling Company
                     (a limited partnership)

                  Notes to Financial Statements

                           June 30, 1996

                           (Unaudited)

(1)   Organization and Summary of Significant Accounting Policies

    a.Organization

      Sanchez-O'Brien 1981-A Drilling Company (the Drilling
      Company), is a Texas limited partnership formed on
      December 18, 1980.  Sanchez-O'Brien Drilling Corporation
      is the General Partner and an Organizational Limited
      Partner of the Drilling Company and has a 1% interest
      therein.

      The Drilling Company was initially formed with an
      Organizational Limited Partner on December 18, 1980.  Upon
      the closing of subscriptions on June 23, 1981, with 3,207
      Limited Partners contributing $26,520,000, the
      Organizational Limited Partner was refunded his initial
      contribution.  In June, 1981, the Drilling Company entered
      into a separate agreement to form a general partnership,
      Sanchez-O'Brien 1981-A Drilling Partnership (the Drilling
      Partnership), with Sanchez-O'Brien Oil & Gas Corporation
      (Sanchez-O'Brien) as Managing General Partner.  The
      purpose of the Drilling Partnership is to conduct oil and
      natural gas exploration activity in the continental United
      States.  Sanchez-O'Brien Drilling Corporation is a wholly
      owned subsidiary of Sanchez-O'Brien Oil & Gas Corporation.

    b.Basis of Financial Statement Presentation

      The financial statements include the accounts of the
      Drilling Company and its proportionate share in the
      specific assets, liabilities and operating accounts of the
      Drilling  Partnership.  All significant intercompany
      balances have been eliminated.

<PAGE>
    
    c.General

      The financial statements included herein were prepared by
      the Managing General Partner.  In the opinion of
      management, all adjustments have been made which are
      necessary for a fair presentation of the financial
      position of the Drilling Company at March 31, 1996 and the
      results of operations for the period then ended.

(2)    Oil and Gas Properties

       The Drilling Company follows the full cost method of
       accounting for its proportionate interest in the oil and gas
       operations of the Drilling Partnership.  Under this method,
       all costs incurred in the acquisition, exploration and
       development of properties, including costs of surrendered and
       abandoned leaseholds, delay lease rentals and dry holes, are
       capitalized.  Dispositions of oil and gas properties are
       accounted for as adjustments to capitalized costs, with no
       gain or loss recognized.  Depreciation, depletion and
       amortization of oil and gas properties is provided by the
       units-of-production method based on proved oil and gas
       reserves.

  Under the full cost method of accounting for oil and gas
  operations, capitalized costs of oil and gas properties are
  not to exceed the present value of future net revenues from
  estimated production of proved oil and gas properties plus the
  lower of cost or estimated fair market value of unproved
  properties.  If capitalized costs exceed this limitation, an
  additional provision is to be made to depreciation, depletion
  and amortization.

(3)    Notes Payable

  As of June 30, 1996, The Drilling Company does not have any
  debt.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       AND RESULTS OF OPERATIONS.

  As of June 30, 1996, forty-three wells have been drilled.  Of
  this number, eleven wells are commercially productive,
  twenty-four were dry holes or have been depleted and
  abandoned, seven have been sold and one is shut-in.

  The 3-Dimensional Seismic Program conducted by Pennzoil
  Exploration and Production Company ("Pennzoil") in the S. W.
  Escobas area has had to be reprocessed several times before
  being interpreted.  Because of this reprocessing, we have had
  some delays in this evaluation, but once complete, the data
  should determine whether or not we have an additional
  location(s) on this prospect.

  On February 21, 1995, The Managing General Partner hired an
  outside consultant to do a revenue audit on Pennzoil operated
  wells for the period January 1992 thru December 1994.  As of
  October 31, 1995, the Drilling Partnership has received
  $42,820 which was recorded during the 4th Quarter 1995.

  As of June 30, 1996, the Drilling Company's share of capital
  expenditures of the Drilling Partnership were in excess of the
  available funds of the Drilling Company.  Financing of these
  expenditures was provided through borrowings from the Managing
  General Partner. 

  As of June 30, 1996, each Limited Partner has received $355
  per each $5,000 unit.  During June 24, 1996 a cash
  distribution was made for $75 per each $5,000 unit. The
  Drilling Company expects to make quarterly distributions if
  cash is available.
<PAGE>
                    PART II. Other Information

ITEM 1. LEGAL PROCEEDINGS

  The litigation against Pennzoil and Sanchez-O'Brien on the
  Trevino leases in the S. W. Escobas Prospect is ongoing.  The
  interests in the Trevino Leases, which comprise part of the S.
  W. Escobas Prospect, were acquired from Pennzoil.  There are
  currently four producing wells on the Trevino Leases, in which
  the Drilling Partnership holds between 22.53%-23.177% gross
  working interest.  The interest in dispute in this lawsuit is
  7/96 or 7.29% of Sanchez-O'Brien's and Pennzoil's interest. 
  The trial judge, on November 9, 1992, ruled in favor of the
  defendants, Pennzoil and Sanchez-O'Brien.  The plaintiffs
  appealed the trial court ruling to the Court of Appeals for
  the Fourth District  of Texas at San Antonio.  The appellants
  (plaintiffs) filed an application for writ of error to the
  Texas Supreme Court after the Fourth District Court rejected
  a motion for a rehearing.  To date, the Texas Supreme Court
  has not ruled on the motion for a rehearing.  An unfavorable
  ruling would force the Drilling Company to forfeit the
  $196,488 currently being held in escrow by Sanchez-O'Brien Oil
  & Gas Corporation. In addition, the Drilling Company would
  lose approximately 7.29% of its' interest in the Trevino
  properties, which would reduce the Drilling Company valuation
  by $41,531.  The total potential adverse effect would be
  $44.42 per unit.
  
  Beginning June 1, 1992, Sanchez-O'Brien started escrowing the amounts in
  dispute in order to mitigate the effect to the   Drilling Partnership and
  the Limited Partners.  The following is an estimate of the net financial
  effect of this litigation.

    a.Revenues received and applicable interest

      The Drilling Partnership would have to remit to the
      plaintiffs 7.29% of revenues from the wells on the Trevino
      lease from May 1, 1987 forward, less the applicable share
      of well costs and operating expenses.  The Drilling
      Partnership would also be responsible for any applicable
      interest.  The amount payable from the Drilling
      Partnership for net revenues and applicable interest is
      estimated to be $260,570, with $130,285 due from the
      Drilling Company, or Limited Partners.  Because this
      amount has already been paid out and used by the Drilling
      Company, the amounts would have to come from current and
      future revenues.  The net impact per each $5,000 limited
      partnership unit would be $24.32. 

    b.Value of oil and gas revenues

      The plaintiffs would be entitled to future revenues to be
      derived from existing oil and gas revenues.  The net
      effect of losing these reserves at June 30, 1996 to the
      Drilling Partnership is estimated to be $83,062, with
      $41,531 being the interest of the Drilling Company, or
      Limited Partners.  The net impact per each $5,000 limited
      partnership unit would be $7.75.

    c.Funds retained in escrow

      As mentioned, the Managing General Partner is currently
      escrowing the net revenues applicable to the disputed
      interest.  At June 30, 1996, the total Drilling Company
      funds being escrowed were $392,976, with $196,488 escrowed
      for the Drilling Company, or Limited Partners.  The net
      impact per each $5,000 limited partnership unit would be
      $36.67.  The Managing General Partner will continue to
      escrow the amounts in dispute.  If the plaintiffs were to
      prevail, the funds would be paid to the plaintiff. 
      However, if the defendants prevail, these additional
      amounts would be available to the Drilling Company for
      operations and/or distributions.
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  No reports on Form 8-K have been filed during the quarter for
  which this report is filed.



                            SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to  be 
  signed  on its behalf by the undersigned thereunto duly
  authorized.


                       SANCHEZ-O'BRIEN 1981-A DRILLING COMPANY
                            (Registrant)

                       By Sanchez-O'Brien Drilling Corporation.
                            General Partner



     Date:  08/14/96   By:  M. M. FREEMAN                        
                            M. M. Freeman
                            Senior Vice President, Treasurer,
                            Secretary and Director (Principal
                            Financial Officer)



     Date:  08/14/96   By:  OLIVER GARZA                         
                            Oliver Garza
                            Assistant Secretary - Controller


</TABLE>

<TABLE> <S> <C>

<ARTICLE>                    5
<MULTIPLIER>                 1
       
<S>                         <C>
<PERIOD-TYPE>               6-MOS
<FISCAL-YEAR-END>           DEC-31-1995 
<PERIOD-START>              JAN-01-1996
<PERIOD-END>                JUN-30-1996

<CASH>                      371318
<SECURITIES>                0
<RECEIVABLES>               62259
<ALLOWANCES>                0
<INVENTORY>                 0
<CURRENT-ASSETS>            433577
<PP&E>                      30946220
<DEPRECIATION>              30169924
<TOTAL-ASSETS>              1209873
<CURRENT-LIABILITIES>       223760
<BONDS>                     0
<COMMON>                    0
       0
                 0
<OTHER-SE>                  986113
<TOTAL-LIABILITY-AND-EQUITY>1209873
<SALES>                     388164
<TOTAL-REVENUES>            388164
<CGS>                       0
<TOTAL-COSTS>               0
<OTHER-EXPENSES>            0
<LOSS-PROVISION>            0
<INTEREST-EXPENSE>          0
<INCOME-PRETAX>             187152
<INCOME-TAX>                0
<INCOME-CONTINUING>         187152
<DISCONTINUED>              0
<EXTRAORDINARY>             0
<CHANGES>                   0
<NET-INCOME>                187512
<EPS-PRIMARY>               .00
<EPS-DILUTED>               .00


</TABLE>


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