C&K 1981 FUND B LTD
10-Q, 1996-08-14
DRILLING OIL & GAS WELLS
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                                      FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                     

     {X}  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

     For the Quarterly Period Ended June 30, 1996

                                          OR

     { }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934


     Commission file number 0-10269


                                C&K 1981 FUND-B, LTD.
                (Exact name of registrant as specified in its charter)


                  Texas                                     76-0307699  
        (State or other jurisdiction of                 (I.R.S.  Employer
        incorporation or organization)                  Identification No.)

      7555 E. Hampden Avenue, Suite 600,
                    Denver, CO                                80231
   (Address of principal executive offices)                (Zip Code)


     Registrant's telephone number, including area code:        303-695-3600


          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.

                                      X           
                                     Yes       No

              The C&K 1981 Fund-B, Ltd. is a Texas limited partnership.
     <PAGE>


                                  INDEX TO FORM 10-Q
                                C&K 1981 Fund-B, Ltd.


     PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheets
              June 30, 1996 and December 31, 1995

              Statements of Operations
              Three months and six months ended June 30, 1996 and 1995

              Statements of Changes in Partners' Capital (Deficit)
              Six months ended June 30, 1996 and 1995

              Statements of Cash Flows
              Six months ended June 30, 1996 and 1995

              Notes to the Financial Statements

     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

     Item 3.  Defaults upon Senior Securities

     Item 4.  Submission of Matters to a Vote of Security Holders

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


     SIGNATURE
<PAGE>


                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                                    BALANCE SHEETS
                                     (Unaudited)


                                        ASSETS

                                                   June 30,      December 31,
                                                     1996           1995

     Current Assets:

     Cash                                      $     70,741    $     69,600

       Total Current Assets                          70,741          69,600

     Oil and gas properties and equipment,
       at cost, using the full cost method
        of accounting                            22,963,054      22,690,079

     Less:  Accumulated depreciation,
       depletion and amortization               (22,325,978)    (22,273,310)

                                                    637,076         416,769

     Total Assets                              $    707,817    $    486,369



                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


     Accrued liabilities                       $      5,006    $     16,823

     Long-term payable to General Partner         2,408,220       2,075,630

       Total Liabilities                          2,413,226       2,092,453

     Partners  Capital (Deficit):
       General Partner                              184,417         178,807
       Consenting Limited Partners                  200,498         206,681
       Nonconsenting Limited Partners            (2,090,877)     (1,992,702)
       Combining adjustment                             553           1,130

          Total Partners Capital (Deficit)       (1,705,409)     (1,606,084)

     Total Liabilities and
       Partners' Capital (Deficit)             $    707,817    $    486,369


      The accompanying notes are an integral part of these financial statements.
<PAGE>


                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)


                                    Three months ended         Six months ended 
                                          June 30,                 June 30,
                                       1996     1995          1996       1995   
     Revenues:
       Oil and gas sales            $154,671   $135,927    $290,271  $ 227,319
       Interest income                   569        730       1,141      1,114 
                                     155,240    136,657     291,412    228,433 
     Expenses:
       Lease operating                37,422     37,874      53,324     68,351
       Production tax                 16,379     18,061      33,824     27,253
       Marketing deductions            2,730      4,430       6,351      7,850
       Depreciation, depletion and
        amortization                  34,224     20,694      52,668     34,629
       General and administrative     73,884     72,495     144,136    159,618 
       Interest -- Affiliated         49,409     49,019      97,739     92,797 

                                     214,048    202,573     388,042    390,498 

     Net loss                       $(58,808)  $(65,916)   $(96,630) $(162,065)

     Net income (loss) allocation:
       General Partner              $  1,786   $ (4,624)   $  8,305  $ (20,193)
       Consenting Limited Partners    (9,315)    (8,000)     (6,183)   (36,340)
       Nonconsenting Limited
         Partners                    (50,810)   (53,696)    (98,175)  (106,194)
       Combining adjustment             (469)       404        (577)       662 

     Net loss                       $(58,808)  $(65,916)   $(96,630) $(162,065)

     Net loss per consenting
       limited partnership unit
       (2,751 outstanding)          $  (3.39)  $  (2.91)   $  (2.25) $  (13.21)

     Net loss per nonconsenting
       limited partnership unit
       (982 outstanding)            $ (51.74)  $ (54.68)   $ (99.97) $ (108.14)


      The accompanying notes are an integral part of these financial statements.
<PAGE>


                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                     (Unaudited)


                                Six months ended June 30, 1995
                                              Non-
                              Consenting   Consenting  Combining
                     General    Limited     Limited    Adjustment
                     Partner   Partners     Partners    (Note 3)     Total

     Balance at
      Jan. 1, 1995   $203,959   $260,611   $(1,783,222)  $(138)   $(1,318,790)

     Contributions    104,700      --           --         --         104,700
     Distributions    (96,124)     --           --         --         (96,124)
     Net income
      (loss)          (20,193)   (36,340)     (106,194)    662       (162,065)

     Balance at
      June 30, 1995  $192,342   $224,271   $(1,889,416)  $ 524    $(1,472,279)


                                    Six months ended June 30, 1996
                                               Non-
                                Consenting  Consenting   Combining
                      General    Limited     Limited     Adjustment
                      Partner    Partners    Partners    (Note 3)     Total

     Balance at
      Jan. 1, 1996   $178,807   $206,681   $(1,992,702)   $ 1,130  $(1,606,084)

     Contributions    122,364      --           --           --        122,364
     Distributions   (125,059)    --            --           --       (125,059)
     Net income
      (loss)            8,305     (6,183)      (98,175)      (577)     (96,630)

     Balance at
      June 30, 1996  $184,417   $200,498   $(2,090,877)   $   553  $(1,705,409)


      The accompanying notes are an integral part of these financial statements.
<PAGE>


                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)


                                                       Six months ended June 30,
                                                          1996           1995

     Cash flows from operating activities:
      Net loss                                          $ (96,630)    $(162,065)
      Adjustments to reconcile net loss to net
       cash provided by operating activities:
         Depreciation, depletion and amortization          52,668        34,629
         Changes in operating assets and liabilities:
          Increase in payable to General Partner          332,590       120,618
          (Decrease) increase in accrued liabilities      (11,817)           23

      Net cash provided by (used in)
        operating activities                              276,811        (6,795)

     Cash flows from investing activities:
      Additions to oil and gas
       properties and equipment                          (272,975)        (666)

      Net cash used in investing activities              (272,975)        (666)

     Cash flows from financing activities:
      Distributions to General Partner                   (125,059)      (96,124)
      Contributions by General Partner                    122,364       104,700

         Net cash provided by (used in)
          financing activities                             (2,695)        8,576

     Net increase in cash                                   1,141         1,115

     Cash at beginning of period                           69,600        67,353

     Cash at end of period                              $  70,741     $  68,468


      The accompanying notes are an integral part of these financial statements.
<PAGE>



                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)


     NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

         The C&K 1981 Fund-B, Ltd. (the "Partnership"), a Texas Limited
     Partnership, was organized on December 16, 1980, to acquire, explore,
     develop and operate onshore oil and gas properties in the United States
     and commenced operations on June 1, 1981.  Total initial Limited Partner
     contributions were $9,332,500 including $100,000 contributed by C&K
     Petroleum, Inc. ("C&K"), the initial General Partner.  On September 15,
     1982, C&K requested the Limited Partners to pay an additional assessment of
     $2,333,125, or 25% of their initial contributions.  Of this amount, C&K
     paid $613,750 for 209 Limited Partners who declined to pay their share of
     the additional assessment ("Nonconsenting Limited Partners"). 
     Nonconsenting Limited Partners are subject to a penalty in an amount equal
     to 300% of the additional assessment paid by the General Partner.

         C&K, after several corporate reorganizations beginning in September of
     1984 and ending in December of 1991, was acquired by Ultramar Oil and Gas
     Limited ( UOGL ), an indirect wholly-owned subsidiary of LASMO plc. 
     Effective November 18, 1992, UOGL was sold to Williams-Cody Limited
     Liability Company, a Wyoming limited liability company ( WCLLC ), owned by
     Williams Gas Management Company ("WGMan") and Cody Resources, Inc.
     ("CRI").  On January 1, 1993, UOGL changed its name to Williams-Cody,
     Inc. ("Williams-Cody").

         Effective May 1, 1993, Cody Company, a wholly owned subsidiary of The
     Gates Corporation, purchased the units of WCLLC owned by WGMan.  As a
     result of this acquisition, the unit holders of WCLLC are Cody Company and
     its wholly owned subsidiary, Cody Resources, Inc.  Subsequently, effective
     May 15, 1993, the name of Williams-Cody, Inc. was changed to CODY ENERGY,
     INC. ("CODY"), and the name of Williams-Cody Limited Liability Company was
     changed to Gates-Cody Energy Company, ( GCEC ), a Limited Liability
     Company.  CODY is the surviving corporation and, pursuant to the authority
     provided in the Partnership Agreement, manages and controls the
     Partnership's affairs and is responsible for the activities of the
     Partnership.

       Basis of Accounting

         The accounts of the Partnership are maintained on the accrual basis in
     accordance with accounting practices permitted for federal income tax
     reporting purposes.  In order to present the accompanying financial
     statements on the basis of generally accepted accounting principles for
     financial reporting purposes, adjustments have been made to account for
     oil and gas properties under the full cost method of accounting.

       Oil and Gas Properties

         The Partnership uses the full cost method of accounting for oil and gas
     properties in accordance with rules prescribed by the Securities and
     Exchange Commission ("SEC").  Under this method, all costs incurred in
     connection with the exploration for and development of oil and gas
     reserves are capitalized.  Such capitalized costs include lease
     acquisition, geological and geophysical work, delay rentals, drilling,
     completing and equipping oil and gas wells and other related costs
     together with costs applicable to CODY's technical personnel directly
     engaged in evaluating and maintaining oil and gas prospects and drilling
     oil and gas wells.  Maintenance and repairs are charged against income
     when incurred.  Renewals and betterments which extend the useful life of
     properties are capitalized.

         The capitalized costs of all oil and gas properties are depleted on a
     composite units-of-revenue method computed on a future gross revenue
     basis.   An additional depletion provision is made if the total
     capitalized costs of oil and gas properties exceed the "capitalization
     ceiling" which is calculated as the present value of future net revenues
     from estimated production of the Partnership's proved oil and gas
     reserves as furnished by independent petroleum engineers.

         Future gross revenues have been estimated using rules prescribed by the
     SEC.  Under these rules, year-end prices are utilized in determining future
     gross revenues.

       Net Income (Loss) per Limited Partnership Unit

         Net income (loss) per limited partnership unit is computed by
     obtaining the Limited Partners  net income (loss) (see Statements of
     Changes in Partners' Capital (Deficit)) and dividing by the total limited
     partnership units outstanding.

       Contributions and Distributions

         Contributions by the General Partner, as presented in the Statements
     of Partners' Capital (Deficit), represent amounts paid by the General
     Partner for its allocated share of the Partnership's costs and expenses. 
     Distributions to the General Partner represent amounts collected by the
     General Partner for its allocated share of the Partnership's revenues. 
     Distributions to Limited Partners represent periodic payments of available
     cash, as determined in accordance with the terms of the Partnership
     Agreement.

       Payable to the General Partner

         The long-term payable to the General Partner is the Nonconsenting
     Limited Partners' obligation to the General Partner for their share of
     costs, net of proceeds from the sales of the Partnership s crude oil and
     natural gas, arising from Partnership operations, which are funded
     entirely by the General Partner.  The current portion, if any, of the
     liability includes the amount estimated to be collectible from the
     Nonconsenting Limited Partners' net operating revenues over the current
     operating cycle (one year) and certain other amounts due from the
     Consenting Limited Partners.

       Revenue Recognition

         The Partnership recognizes oil and gas revenues for only its ownership
     percentage of total production under the entitlement method.  Purchase,
     sale and transportation of natural gas and crude oil are recognized upon
     completion of the sale and when transported volumes are delivered.

       Concentration of Credit Risk

         Financial instruments which subject the Partnership to concentrations
     of credit risk consist principally of trade receivables.  The
     Partnership's policy is to evaluate, prior to entering agreements, each
     purchaser's  financial condition.  The Partnership sells to purchasers
     with different geographic and economic characteristics.  Trade
     receivables, which are generally uncollateralized, are from oil and gas
     companies located throughout the United States.

       Use of Estimates

         The preparation of the Partnership s financial statements in
     conformity with generally accepted accounting principles necessarily
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the balance sheet dates and the reported
     amounts of revenues and expenses during the reporting periods.  Actual
     results could differ from those estimates.

       Reclassifications

         Certain amounts from prior years have been reclassified to be
     consistent with the financial statement presentation for 1996.  Such
     reclassifications had no effect on net income.


     NOTE 2 - GAS CONTRACT

         Since January 1, 1993, Williams Gas Marketing has purchased all of the
     Partnership's natural gas production under an agreement that calls for
     market responsive prices which are tied to a published index.  The
     Partnership remains responsible for all costs related to production,
     gathering, processing or severance of the gas prior to Delivery Point. 
     These costs have been recorded as marketing deductions in the financial
     statements.


     NOTE 3 - ALLOCATION OF PARTNERSHIP REVENUES, COSTS AND EXPENSES

         The Partnership Agreement provides that revenues, costs and expenses
     shall be allocated to the partners as follows:

                                                               Limited   General
                                                               Partners  Partner
     REVENUES

     Sale of Production  . . . . . . . . . . . . . . . . . . . .  50%       50%
     Sale of Equipment . . . . . . . . . . . . . . . . . . . . .  50        50
     Interest Income . . . . . . . . . . . . . . . . . . . . . .  99         1

     COSTS AND EXPENSES

     Organization and Offering Expenses Other than
      Sales Commissions  . . . . . . . . . . . . . . . . . . . .   0       100
     Leasehold Acquisition Costs . . . . . . . . . . . . . . . .   0       100
     Subsequent Leasehold Acquisition Costs  . . . . . . . . . .  50        50
     Intangible Drilling Costs . . . . . . . . . . . . . . . . .  99         1
     Tangible Drilling and Completion Costs Relating
      to Commercially Productive Wells . . . . . . . . . . . . .   0       100
     Post-Completion Costs . . . . . . . . . . . . . . . . . . .  50        50
     Operating Costs . . . . . . . . . . . . . . . . . . . . . .  50        50
     Special Costs . . . . . . . . . . . . . . . . . . . . . . .  99         1
     General and Administrative Expenses . . . . . . . . . . . .  50        50


         As discussed in Note 1, the General Partner paid $613,750 of the
     additional assessment for 209 Limited Partners (the Nonconsenting Limited
     Partners) who declined to pay their share of the additional assessment. 
     Each such Nonconsenting Limited Partner s interest in the costs and
     revenues of the Assessment Operations was suspended and accrues to the
     benefit of the General Partner until Partnership revenues, less expenses,
     related to the production of such revenues attributable to the Assessment
     Operations, in an amount equal to 300% ($1,841,250) of the additional
     assessment have been credited to the General Partner.  As of June 30,
     1996, $1,002,983 of revenue in excess of expenses has been allocated to
     the General Partner.

         The depreciation, depletion and amortization provision is calculated
     based on discrete calculations utilizing the Partnership's and the
     partners' share of the related capital costs and estimated future net
     revenues.  For financial statement purposes, each partner's provision has
     been increased by the amount that his share of unamortized costs exceeded
     the capitalization ceiling.  At June 30, 1996 and 1995, the net
     capitalized costs of the Partnership s oil and gas properties did not
     exceed the capitalization ceiling.

         The combining adjustment included in partners' capital of $553 and
     $524 at June 30, 1996 and 1995, respectively, represents the difference
     resulting from computing the full cost ceiling test in prior years on the
     total partnership basis, which is used for financial reporting purposes,
     and the limited partners and general partner basis.  The adjustment is an
     allocation of partners  capital and does not affect income.


     NOTE 4 - PURCHASE OF LIMITED PARTNERS' INTERESTS

         The Limited Partners may require the General Partner to purchase up to
     ten percent of their interests annually.  The purchase price is based on
     the Limited Partners' proportionate share of the sum of (i) two-thirds of
     the present worth of estimated future net revenues discounted at the prime
     rate in effect on the applicable valuation date plus one percent, (ii) the
     present value of the estimated salvage value of all production facilities
     and tangible assets, and (iii) the net book value of all other assets and
     liabilities.

         In addition to the 40 units purchased by the General Partner for its
     initial capital contribution, a total of 1,359.50 units had been purchased
     from Limited Partners as of December 31, 1995.  At January 1, 1996, the
     General Partner calculated a purchase price of $124.58 per unit for those
     Limited Partners who paid the additional assessment ( Consenting Limited
     Partners ).  The purchase price calculations for the Nonconsenting Limited
     Partners have not resulted in positive amounts and, therefore, the General
     Partner has not offered to purchase such units during 1996.  Within the
     prescribed tender period, which ended June 30, 1996, forty-one Consenting
     Limited Partners tendered one hundred sixteen units for a total repurchase
     value of $14,451.28.


     NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

         The General Partner is reimbursed for administrative and overhead
     costs incurred in conducting the business of the Partnership.  Such
     reimbursements have been the maximum allowed under the terms of the
     Partnership Agreement and were $139,988 for each of the six months ended
     June 30, 1996 and 1995.

         During the first six months of 1996 and 1995, the partnership
     distributed $125,059 and $96,124, respectively, to the General Partner for
     its allocated share of net revenues, and the General Partner contributed
     $122,364 and $104,700, respectively, for its share of costs and expenses.

         After such time as total contributions from the Limited Partners have
     been expended, the General Partner may advance funds to the Limited
     Partners for their share of costs and expenses for continuing operations. 
     Interest was charged to the Limited Partners on such advances at a rate
     which approximated 9.4% and 9.9% during the six months ended June 30, 1996
     and 1995, respectively.  The General Partner is reimbursed for funds
     advanced to the Limited Partners from revenues otherwise allocable to the
     Limited Partners.


     NOTE 6 - INCOME TAXES

         Income taxes are not levied at the Partnership level, but rather on
     the individual partners; therefore, no provision for liability for federal
     and state income taxes has been reflected in the accompanying financial
     statements.  The tax returns, the qualification of the Partnership as a
     partnership for tax purposes, and the amount of the Partnership's income
     or loss is subject to examination by federal and state tax authorities.
     If such examinations result in changes with respect to the Partnership's
     qualifications or in changes in the Partnership's income or loss, the
     tax liability of the partners could be changed accordingly.


     NOTE 7 - CONTINGENCIES

         The Partnership has a net capital deficiency.  As a result of the
     deficit capital position of the Nonconsenting Limited Partners, all net
     cash flows attributable to the Nonconsenting Limited Partners' share of
     the Partnership's operations are presently applied entirely against their
     indebtedness for past advances by the General Partner and are not
     available to fund Partnership needs.  Funds required by the Partnership in
     excess of those generated by the operations attributable to different
     partner interests will be advanced by the General Partner.

         The General Partner is currently considering either transferring its
     limited partner and general partner interests in the Partnership,
     withdrawing as general partner of the Partnership, or taking other actions
     to reduce its responsibilities in the Partnership, which could lead to the
     ultimate dissolution of the Partnership.  These conditions raise
     substantial doubt about the Partnership's ability to continue as a going
     concern.  As long as CODY remains the General Partner of the Partnership,
     GCEC intends to continue advancing funds required by the Partnership in
     excess of those generated by operations, through CODY.  The 1996 financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty.



                                C&K 1981 FUND-B, LTD.

     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

     LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities for the six months ended
     June 30, 1996 was $276,811, compared to net cash used in operating
     activities of $6,795 for the corresponding period in 1995.  This change
     was primarily the result of an increase in the payable to the General
     Partner.

         The Partnership has made no immediate plans for additional exploratory
     or developmental capital programs in 1996, except those necessary to
     maintain well productivity.  In this regard, the Partnership spent
     approximately $276,000 to sidetrack the existing wellborn of the McIlhenny
     #1 in Iberia Parish, Louisiana.

         The Consenting Limited Partners' financing requirements for operating
     expenses and capital projects are currently provided by revenues from
     their share of the Partnership's operations.  The Partnership does not
     consider long-term financing arrangements on behalf of the Consenting
     Limited Partners, from the General Partner or other sources, as necessary
     at this time.

         As a result of the deficit capital position of the Nonconsenting
     Limited Partners, all net cash flows attributable to the Nonconsenting
     Limited Partners' share of the Partnership's operations are presently
     applied entirely against their indebtedness for past advances by the
     General Partner and are not available to fund Partnership needs.  Funds
     required by the Partnership in excess of those generated by operations
     attributable to the different partner interests will be advanced by the
     General Partner.

         The Partnership cannot predict with any degree of certainty the prices
     it will receive in the remainder of 1996 and future years for its crude
     oil and natural gas.  The Partnership's financial condition, operating
     results and liquidity will continue to be materially effected by any
     significant fluctuations in sales prices.  The Partnership's ability to
     internally generate funds for capital expenditures and the Nonconsenting
     Partners' ability to reimburse funds advanced by the General Partner will
     be similarly affected. 


     RESULTS OF OPERATIONS

      Three Months Ended June 30, 1996 vs. Three Months Ended June 30, 1995

         The Partnership reported a net loss of $58,808 for the three months
     ended June 30, 1996, compared to a net loss of $65,916 reported for the
     same period in 1995.  The decrease in net loss was primarily attributable
     to increased oil and gas sales, offset by an increase in depreciation,
     depletion and amortization.

         Crude oil and natural gas sales for the three months ended June 30,
     1996 were $154,671, an increase of $18,744, or 14% compared to the same
     period in 1995.  Production of crude oil, natural gas and plant products
     decreased to 63 barrels, 126 thousand cubic feet ("mcf"), and 50
     equivalent mcf, per day, respectively, during the second quarter of 1996,
     compared to the 1995 level of 67 barrels, 130 mcf, and 80 equivalent mcf,
     respectively.  During the second quarter of 1996, average sales prices
     increased to $20.69 per barrel for crude oil, $2.31 per mcf for natural
     gas, and $2.09 per equivalent mcf for plant products, compared to $17.7
     6 per barrel, $1.49 per mcf, and $1.39 per equivalent mcf, respectively,
     for the same period in 1995.

         Lease operating expense for the three months ended June 30, 1996
     decreased $452 or 1% compared to the corresponding period in 1995. 
     Production tax expense also decreased for the second quarter of 1996, by
     $1,682 or 9% compared to the same period in 1995.  Although oil and gas
     sales revenues increased due to higher sales prices, Louisiana calculates
     production taxes based on production volumes, which declined overall. 
     Marketing deductions were $2,730 for the three months ended June 30, 1996
     compared to $4,430 for the three months ended June 30, 1995.
     Depreciation, depletion and amortization expense increased by $13,530 or
     65% compared to the corresponding period in 1995.  The costs associated
     with the drilling of the McIlhenny #1-Sidetrack #3 well, along with
     additional reserves, were added to the depletion and reserve bases for the
     second quarter of 1996, which increased the amount of depreciation,
     depletion and amortization expense in 1996.  General and administrative
     expenses for the second quarter of 1996 increased $1,389 or 2% compared to
     the same period in 1995.  Interest expense increased by $390 or 1% compared
     to the corresponding period in 1995.


      Six Months Ended June 30, 1996 vs. Six Months Ended June 30, 1995

         The Partnership reported a net loss of $96,630 for the six months
     ended June 30, 1996 compared to a net loss of $162,065 reported for the
     same period in 1995.  The decrease in net loss was primarily attributable
     to increased oil and gas sales. 

         Crude oil and natural gas sales for the six months ended June 30, 1996
     were $290,271, an increase of $62,952, or 28% compared to the same period
     in 1995.  Crude oil production and natural gas production increased to 63
     barrels and 120 mcf, respectively, while plant products decreased to 44
     equivalent mcf per day during the first half of 1996, compared to the 1995
     level of 57 barrels, 115 mcf, and 62 equivalent mcf, respectively.  During
     the first six months of 1996, average sales prices were $19.61 per barrel
     for crude oil, $2.31 per mcf for natural gas, and $1.89 per equivalent mcf
     for plant products, compared to $17.38 per barrel, $1.49 per mcf, and
     $1.46 per equivalent mcf, respectively, for the same period in 1995.

         Lease operating expense for the six months ended June 30, 1996
     decreased $15,027 or 22% compared to the corresponding period in 1995. 
     This decrease is attributable to the plugging of one well in 1995, and
     various non-recurring location and environmental charges incurred in
     1995.  Production tax expense for the first half of 1996 increased by
     $6,571 or 24% compared to the same period in 1995, which related primarily
     to increased crude oil and natural gas sales.  Marketing deductions were
     $6,351 for the six months ended June 30, 1996 as compared to $7,850 for the
     six months ended June 30, 1995.  Depreciation, depletion and amortization
     expense increased by $18,039 or 52% compared to the corresponding period in
     1995.   This increase relates to the completion of the McIlhenny #1-
     Sidetrack #3 well in April, 1996, which increased both the depletion base
     and total reserves attributable to the Partnership.  General and
     administrative expenses for the first half of 1996 decreased by $15,482 or
     10% compared to the same period in 1995.  Interest expense increased
     $4,942 or 5% in 1996, as a result of an increase in the payable to the
     General Partner since 1995.



                             PART II - OTHER INFORMATION

                                C&K 1981 FUND-B, LTD.


     Item 1. Legal Proceedings

             None.

     Item 2. Changes in Securities

             None.

     Item 3. Defaults Upon Senior Securities

             None.

     Item 4. Submission of Matters to a Vote of Security Holders

             Not applicable.

     Item 5. Other Information

             None.

     Item 6. Exhibits and Reports on Form 8-K

             None.
<PAGE>


                                      SIGNATURE


         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.



                                           C&K 1981 Fund-B, LTD.
                                           (Registrant)



                                       By: /s/ Dan R. Taylor
                                            Dan R. Taylor
                                            Vice President and Controller
                                            CODY ENERGY, INC.
                                            Successor General Partner





     DATE: August 14, 1996

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-START>                              APR-1-1996              JAN-1-1996
<PERIOD-END>                               JUN-30-1996             JUN-30-1996
<CASH>                                          70,741                  70,741
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                70,741                  70,741
<PP&E>                                      22,963,054              22,963,054
<DEPRECIATION>                              22,325,978              22,325,978
<TOTAL-ASSETS>                                 707,817                 707,817
<CURRENT-LIABILITIES>                            5,006                   5,006
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                             0                       0
<OTHER-SE>                                           0                       0
<TOTAL-LIABILITY-AND-EQUITY>                   707,817                 707,817
<SALES>                                        154,671                 290,271
<TOTAL-REVENUES>                               155,240                 291,412
<CGS>                                                0                       0
<TOTAL-COSTS>                                  164,639                 290,303
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              49,409                  97,739
<INCOME-PRETAX>                               (58,808)                (96,630)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                           (58,808)                (96,630)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (58,808)                (96,630)
<EPS-PRIMARY>                                        0                       0
<EPS-DILUTED>                                        0                       0
        

</TABLE>


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