SANCHEZ O BRIEN OIL & GAS CORP
10-Q/A, 1997-04-02
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         September 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 SEPTEMBER 30, 1996


                              INDEX

                                                                 
PART I -  Financial information:

 Item 1. Financial Statements
         Balance Sheets for the periods September 30, 1996 and
            December 31, 1995
         Statements of Operations for three months and nine months ended
            September 30, 1996 and 1995
         Statement of Partners' Equity as of September 30, 1996
         Statements of Cash Flow for the nine months ended
            September 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)
                                              September 30,      December 31,
                                                  1996               1995     
  ASSETS

Current assets:
  Cash                                           $   437,863          521,334 
  Accounts receivable                                  9,423           69,457 

       Total current assets                          447,286          590,791 

Oil and natural gas properties (full cost        
  method), at cost, pledged (note 2)              30,952,097       30,931,350 
Less accumulated depreciation, depletion
  and amortization (note 2)                       30,191,924       30,084,924 

       Net oil and natural gas properties            760,173          846,426 

Organization costs, less applicable
  amortization                                             0                0 
                                                   1,207,459        1,437,217 

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:
  Accounts payable                                    15,167          119,456 
  Suspense payable-investors                         155,335          121,360 
  
       Total current liabilities                     170,502          240,816 

Partners' equity:
  Limited partners                                 1,022,612        1,184,440 
  General partner                                     14,345           11,961 

       Total partners' equity                      1,036,957        1,196,401 
                                                 $ 1,207,459        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      Nine Months Ended
                                   September 30            September 30,      
                                  1996         1995      1996       1995  
<S>                               <C>          <C>        <C>       <C>       
REVENUES:
  Oil and natural gas sales      $113,767     165,513    $494,188   585,725
  Interest income                   1,360       2,803       9,103     6,443
  Other income                          0           0           0         0

                                  115,127     168,316     503,291   592,168
EXPENSES: 
  Operating expenses               38,164      45,726     132,549   271,722
  General and administrative        4,119       4,000      25,386    43,555
  Interest                              0           0           0         0
  Depreciation, depletion
    and amortization (note 2)      22,000      62,000     107,000   172,000

                                   64,283     111,726     264,935   487,277

    Net income                   $ 50,844      56,590    $238,356   104,891 

<PAGE>

</TABLE>
<TABLE>












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

                                         Limited       General 
                                        Partners       Partner        Total   
<S>                                       <C>            <C>           <C>
Balances at December 31, 1995          $1,184,440       11,961      1,196,401 

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

Net income                                235,972        2,384        238,356 

Balances at September 30, 1996         $1,022,612       14,345      1,036,957 


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)
                                                   Nine Months Ended 
                                                     September 30,    
                                                  1996               1995 
<S>                                               <C>                <C>
Cash flows from operating activities:
 Net income                                   $238,356             104,891 
 Adjustments to reconcile net earnings to net
   cash provided by operating activities:
     Depreciation, depletion and
         amortization                          107,000             172,000 
     Change in assets and liabilities:
      Accounts receivable                       60,034               6,791 
      Accounts payable                        (104,289)            (21,997) 
      Suspense payable                          33,975                (240)
           
      Total adjustments                         96,720             156,554 

       Net cash provided by operating 
         activities                            335,076             261,445 

Cash flows from investing activities:
 Cash distributions                           (397,800)                  0 
 Purchases of property and equipment           (20,747)            (62,249)

       Net cash used in investing
         activities                           (418,547)            (62,249)

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                              (83,471)            199,196 

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

Cash and cash equivalents at end of
 quarter                                      $437,863             403,244 

See accompanying notes to financial statements.

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

                  Notes to Financial Statements

                       September 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 September 30, 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 September 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 September 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 September 26, 1996, The A. E. Gutierrez #1-A recompletion
  to the 10,350' sand started.  The well was put back on production on
  October 8, 1996 at 1.15 mcf's per day.  The 1981 Drilling Partnership
  estimated cost is $37,234 with $18,617 being the Drilling Company's share.

  As of September 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 September 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. Future distributions will
  be made after litigation on the S. W. Escobas (Trevino Leases) is settled.
 
<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.  On October 18, 1996, The Texas 
  Supreme Court ruled by a vote of 5 to 4 in favor of the plaintiffs.
  An unfavorable ruling would force the Drilling Company to forfeit the
  $203,996 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 $27,708.  The total potential adverse effect would be
  $43.25 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 September 30, 1996 to the
      Drilling Partnership is estimated to be $55,416, with
      $27,708 being the interest of the Drilling Company, or
      Limited Partners.  The net impact per each $5,000 limited
      partnership unit would be $5.17.

    c.Funds retained in escrow

      As mentioned, the Managing General Partner is currently
      escrowing the net revenues applicable to the disputed
      interest.  At September 30, 1996, the total Drilling Company
      funds being escrowed were $407,992, with $203,996 escrowed
      for the Drilling Company, or Limited Partners.  The net
      impact per each $5,000 limited partnership unit would be
      $38.07.  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:  11/14/96   By:  M. M. FREEMAN                        
                            M. M. Freeman
                            Senior Vice President, Treasurer,
                            Secretary and Director (Principal
                            Financial Officer)



     Date:  11/14/96   By:  OLIVER GARZA                         
                            Oliver Garza
                            Assistant Secretary - Controller



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          437863
<SECURITIES>                                         0
<RECEIVABLES>                                     9423
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                447286
<PP&E>                                        30952097
<DEPRECIATION>                                30191924
<TOTAL-ASSETS>                                 1207459
<CURRENT-LIABILITIES>                           170502
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     1036957
<TOTAL-LIABILITY-AND-EQUITY>                   1207459
<SALES>                                         494188
<TOTAL-REVENUES>                                494188
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 238356
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             238356
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    238356
<EPS-PRIMARY>                                      .00
<EPS-DILUTED>                                      .00
        

</TABLE>


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