PARKER & PARSLEY 84-A LTD
10-Q, 1995-11-13
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 the quarterly period ended September 30, 1995, 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 No. 2-90417

                     PARKER & PARSLEY 84-A, LTD.
       (Exact name of Registrant as specified in its charter)

             Texas                              75-1974814
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)           Identification Number)

        303 West Wall, Suite 101,
             Midland, Texas                        79701
(Address of principal executive offices)         (Zip code)

Registrant's Telephone Number, including area code: (915)683-4768

                           Not applicable
           (Former name, former 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   / /

                        Page 1 of 13 pages.
                      There are no exhibits.


<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS

                                                    September 30,   December 31,
                                                        1995           1994
                                                     (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
      bearing deposits of $116,048 at September 30
      and $68,292 at December 31                    $   116,298     $   68,542
   Accounts receivable - oil and gas sales              164,947        178,618
                                                     ----------      ---------

           Total current assets                         281,245        247,160

Oil and gas properties - at cost, based on the
   successful efforts accounting method              18,199,397     18,669,312
      Accumulated depletion                         (12,552,035)   (12,560,042)
                                                     ----------     ----------

           Net oil and gas properties                 5,647,362      6,109,270
                                                     ----------     ----------

                                                    $ 5,928,607    $ 6,356,430
                                                     ==========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                     $    84,245    $    56,035

Partners' capital:
   Limited partners (19,435 interests)                5,227,495      5,639,089
   General partners                                     616,867        661,306
                                                     ----------     ----------

                                                      5,844,362      6,300,395
                                                     ----------     ----------

                                                    $ 5,928,607    $ 6,356,430
                                                     ==========     ==========




     The financial information included as of September 30, 1995 has been
     prepared by management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                     2

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                    Three months ended      Nine months ended
                                       September 30,          September 30,
                                  --------------------  ----------------------
                                    1995       1994        1995        1994
                                  ---------  ---------  ----------  ----------

Revenues:
   Oil and gas sales              $ 384,146  $ 435,984  $1,221,112  $1,217,660
   Interest income                    2,413      1,520       6,069       3,167
   Salvage income from equipment
    disposal                             -          -           -          241
   Gain on abandoned property        16,355         -       16,355          -
                                   --------   --------   ---------   ---------

       Total revenues               402,914    437,504   1,243,536   1,221,068

Costs and expenses:
   Production costs                 225,682    220,140     715,425     736,694
   General and administrative
      expenses                       13,786     20,313      40,446      41,505
   Abandoned property costs          12,039         -       12,039          -
   Depletion                        150,858    121,031     463,974     392,594
                                   -------    --------   ---------   ---------

       Total costs and expenses     402,365    361,484   1,231,884   1,170,793
                                   -------    --------   ---------   ---------

Net income                        $     549  $  76,020  $   11,652  $   50,275
                                   ========   ========   =========   =========

Allocation of net income (loss):
   General partners               $  22,708  $  37,787  $   72,815  $   72,665
                                   ========   ========   =========   =========

   Limited partners               $ (22,159) $  38,233  $  (61,163) $  (22,390)
                                   ========   ========   =========   =========

Net income (loss) per limited
   partnership interest           $   (1.14) $    1.97  $    (3.15) $    (1.15)
                                   ========   ========   =========   =========

Distributions per limited
   partnership interest           $    5.35  $    6.50  $    18.03  $    16.30
                                   ========   ========   =========   =========





     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these tatements.

                                      3

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)




                                      General        Limited
                                      partners       partners        Total


Balance at January 1, 1994           $  710,620     $6,120,544     $6,831,164

    Distributions                      (106,634)      (316,792)      (423,426)

    Net income (loss)                    72,665        (22,390)        50,275
                                      ---------      ---------      ---------

Balance at September 30, 1994        $  676,651     $5,781,362     $6,458,013
                                      =========      =========      =========


Balance at January 1, 1995           $  661,306     $5,639,089     $6,300,395

    Distributions                      (117,254)      (350,431)      (467,685)

    Net income (loss)                    72,815        (61,163)        11,652
                                      ---------      ---------      ---------

Balance at September 30, 1995        $  616,867     $5,227,495     $5,844,362
                                      =========      =========      =========







     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                      4

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                         Nine months ended
                                                            September 30,
                                                         1995           1994

Cash flows from operating activities:

  Net income                                         $   11,652     $   50,275
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                         463,974        392,594
      Gain on abandoned property                        (16,355)            -
      Salvage income from equipment disposal                 -            (241)
  Changes in assets and liabilities:
      Decrease in accounts receivable                    13,671          9,316
      Increase in accounts payable                       28,210         39,048
                                                      ---------      ---------

        Net cash provided by operating activities       501,152        490,992

Cash flows from investing activities:

  (Additions) disposals to oil and gas properties        (2,066)        10,968
  Proceeds from equipment salvage on abandoned
    property                                             16,355             -
  Proceeds from salvage income on equipment
    disposals                                                -             241
                                                      ---------      ---------

        Net cash provided by investing activities        14,289         11,209

Cas flows from financing activities:

  Cash distributions to partners                       (467,685)      (423,426)
                                                      ---------      ---------

Net increase in cash and cash equivalents                47,756         78,775
Cash and cash equivalents at beginning of period         68,542         31,681
                                                      ---------      ---------

Cash and cash equivalents at end of period           $  116,298     $  110,456
                                                      =========      =========





     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                      5

<PAGE>



                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1995
                                   (Unaudited)

NOTE 1.

In the opinion of management, the unaudited financial statements as of September
30,  1995 of  Parker  &  Parsley  84-A,  Ltd.  (the  "Registrant")  include  all
adjustments and accruals consisting only of normal recurring accrual adjustments
which are  necessary  for a fair  presentation  of the  results  for the interim
period.  However,  the results of operations of the nine months ended  September
30, 1995 are not necessarily  indicative of the results for the full year ending
December 31, 1995.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1994,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Steven L. Beal, Senior Vice President,  303 West Wall, Suite 101, Midland, Texas
79701.

NOTE 2.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting  practice  from the managing  general
partner,  Parker & Parsley  Development L.P. ("PPDLP") (see Item 2). The May 25,
1993  settlement  agreement  called for a payment of $115 million in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any inter- partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on  July  30,  1993.  The  limited  partners  received  their   distribution  of
$8,512,603, or $438.00 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark for the $13,790,000

                                     6

<PAGE>



contingent fee sought by Price,  together with  prejudgment  interest,  and also
awarded Price an additional  $5,498,525 in attorneys' fees. Southmark intends to
vigorously  pursue  appeal of the  judgment.  The summary  judgment did not give
Price any relief against the Registrant, and although PPDLP believes the lawsuit
is without  merit and  intends  to  vigorously  defend  it,  PPDLP is holding in
reserve  approximately 12.5% of the total settlement pending final resolution of
the litigation by the court. Trial against the Registrant is currently scheduled
for April 1996.

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

The Registrant  was formed July 6, 1984. The general  partners of the Registrant
at December 31, 1994 were Parker & Parsley  Development Company ("PPDC") and P&P
Employees 84-A, Ltd. ("EMPL"), a Texas limited partnership whose general partner
is PPDC, and 1,319 limited partners.  On January 1, 1995, PPDLP, a Texas limited
partnership,  became the managing general partner of the Registrant and EMPL, by
acquiring the rights and assuming the  obligations of PPDC. PPDC was merged into
PPDLP on January 1, 1995.  PPDLP's  co-general  partner is EMPL.  PPDLP acquired
PPDC's rights and  obligations as managing  general partner of the Registrant in
connection  with  the  merger  of  PPDC,  P&P  Producing,   Inc.  and  Spraberry
Development Corporation into MidPar LP., which survived the merger with a change
of name to  PPDLP.  The  sole  general  partner  of PPDLP  is  Parker &  Parsley
Petroleum  USA, Inc.  PPDLP has the power and  authority to manage,  control and
administer all Registrant affairs. The limited partners contributed  $19,435,000
representing 19,435 interests ($1,000 per interest).

Since its formation,  the Registrant  invested  $19,668,772 in various prospects
that were drilled in Texas.  At September 30, 1995, 38 wells were  producing and
four wells were plugged and abandoned; one in 1989, one in 1990, one in 1992 and
one in 1995 due to unprofitable operations. The Registrant received interests in
four  additional  wells in 1993 due to the  Registrant's  back-in  after  payout
provision.

RESULTS OF OPERATIONS

Nine months ended September 30, 1995 compared with nine months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  increased to $1,221,112 from $1,217,660
for the nine  months  ended  September  30,  1995 and  1994,  respectively.  The
increase in revenues resulted from a 4% increase in mcf of gas produced and sold
and an increase in the average price received per barrel of oil, offset by an 8%
decrease in barrels of oil produced and sold and a decrease in the average price
received per mcf of gas. For the nine months ended  September  30, 1995,  51,294
barrels were sold  compared to 55,470 for the same period in 1994, a decrease of
4,176 barrels.  For the nine months ended September 30, 1995, 207,332 mcf of gas
were sold  compared to 198,740 for the same period in 1994, an increase of 8,592
mcf.   The   decrease  in  oil  volumes  was   primarily   due  to  the  decline
characteristics of the Registrant's oil and gas properties while the increase in
gas volumes was due to operational changes on several wells. Management expects

                                     7

<PAGE>



a certain  amount of decline in production in the future until the  Registrant's
economically recoverable reserves are fully depleted.

The average price received per barrel of oil increased $1.41, or 9%, from $15.87
for the nine months  ended  September  30, 1994 to $17.28 for the same period in
1995 while the average  price  received  per mcf of gas  decreased 5% from $1.70
during the nine months  ended  September  30, 1994 to $1.62 in 1995.  The market
price  for oil and gas has  been  extremely  volatile  in the past  decade,  and
management expects a certain amount of volatility to continue in the foreseeable
future.  The  Registrant may therefore sell its future oil and gas production at
average  prices lower or higher than that received  during the nine months ended
September 30, 1995.

A gain on abandoned  property of $16,355 was  recognized  during the nine months
ended  September  30, 1995.  This gain was the result of proceeds  received from
equipment salvage on one fully depleted abandoned property.  Salvage income from
equipment  disposal during the same period ended September 30, 1994 consisted of
equipment  credits  received  of $241 on one  well  abandoned  in a prior  year.
Abandoned  property costs of $12,039 were incurred on one well abandoned  during
the nine months ended September 30, 1995. There were no abandoned property costs
for the same period ended September 30, 1994.

COSTS AND EXPENSES:

Total costs and  expenses  increased  to  $1,231,884  for the nine months  ended
September  30, 1995 as compared to  $1,170,793  for the same period in 1994,  an
increase of $61,091,  or 5%. This  increase  was due to an increase in depletion
and abandoned property costs,  offset by decreases in general and administrative
expenses ("G&A") and production costs.

Production  costs were $715,425 for the nine months ended September 30, 1995 and
$736,694 for the same period in 1994 resulting in a $21,269 decrease, or 3%. The
decrease was primarily due to a decline in well repair and maintenance costs and
a decline in ad valorem taxes.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased,  in aggregate,  3% from $41,505 for the nine months ended
September 30, 1994 to $40,446 for the same period in 1995.

Depletion was $463,974 for the nine months ended  September 30, 1995 compared to
$392,594 for the same period in 1994. This  represented an increase in depletion
of $71,380,  or 18%. Depletion was computed quarterly on a  property-by-property
basis utilizing the  unit-of-production  method based upon the dominant  mineral
produced,  generally  oil. Oil production  decreased  4,176 barrels for the nine
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the nine months ended  September 30, 1995 was  calculated  based on reserves
computed utilizing an oil price of $16.35 per barrel.  Comparatively,  depletion
expense  for the three  months  ended  September  30, 1994 and June 30, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $18.27  per
barrel  while  depletion  expense for the three  months ended March 31, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $12.76  per
barrel.

                                     8

<PAGE>




On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on  July  30,  1993.  The  limited  partners  received  their  distribu  tion of
$8,512,603, or $438.00 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

Three months ended September 30, 1995 compared with three months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $384,146 from $435,984 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
12%.  The  decrease  in revenues  resulted  from a 10% decline in barrels of oil
produced and sold and a decrease in the average price received per barrel of oil
and mcf of gas. For the three months ended September 30, 1995, 16,842 barrels of
oil were sold  compared  to 18,663 for the same  period in 1994,  a decrease  of
1,821 barrels.  For the three months ended September 30, 1995, 68,860 mcf of gas
were sold compared to 68,840 for the same period in 1994, an increase of 20 mcf.
The  decrease  in oil  production  volumes  was  primarily  due  to the  decline
characteristics of the Registrant's oil and gas properties.

The average price received per barrel of oil decreased  $.77, or 4%, from $17.34
for the three months ended  September  30, 1994  compared to $16.57 for the same
period in 1995, while the

                                     9

<PAGE>



average  price  received per mcf of gas decreased 7% from $1.63 during the three
months ended September 30, 1994 to $1.53 in 1995.

A gain on abandoned  property of $16,355 was recognized  during the three months
ended  September  30, 1995.  This gain was the result of proceeds  received from
equipment salvage on one fully depleted abandoned  property.  Abandoned property
costs of $12,039  were  incurred on one well  abandoned  during the three months
ended September 30, 1995. There was no abandonment  activity for the same period
ended September 30, 1994.

COSTS AND EXPENSES:

Total costs and  expenses  increased  to  $402,365  for the three  months  ended
September  30,  1995 as compared  to  $361,484  for the same period in 1994,  an
increase of $40,881,  or 11%.  This  increase was due to increases in production
costs, abandoned property costs and depletion, offset by a decrease in G&A.

Production costs were $225,682 for the three months ended September 30, 1995 and
$220,140 for the same period in 1994, resulting in a $5,542 increase, or 3%. The
increase  consisted  of  additional  well  repair and  maintenance  costs and an
increase in ad valorem taxes.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased, in aggregate, 32% from $20,313 for the three months ended
September 30, 1994 to $13,786 for the same period in 1995.

Depletion was $150,858 for the three months ended September 30, 1995 compared to
$121,031 for the same period in 1994. This  represented an increase in depletion
of $29,827, or 25%. Depletion was calculated quarterly on a property-by-property
basis utilizing the  unit-of-production  method based upon the dominant  mineral
produced,  generally oil. Oil production  decreased  1,821 barrels for the three
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the three months ended  September 30, 1995 was calculated  based on reserves
computed utilizing an oil price of $16.35 per barrel.  Comparatively,  depletion
expense for the three months ended  September 30, 1994 was  calculated  based on
reserves computed utilizing an oil price of $18.27 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating  activities increased to $501,152 during the nine
months ended  September 30, 1995, a $10,160  increase from the same period ended
in 1994.  This  increase  resulted  from an  increase in oil and gas sales and a
decrease in production costs, offset by an increase in abandoned property costs.
The  increase  in oil and gas  sales  was due to an  increase  in the mcf of gas
produced  and sold and an increase in the average  price  received per barrel of
oil,  offset by a decrease in the barrels of oil produced and sold and a decline
in the price received per mcf of gas. The decline in production costs was due to
less well repair and maintenance

                                    10

<PAGE>



costs.  The  increase in  abandoned  property  costs was due to the plugging and
abandonment of one previously productive well.

NET CASH PROVIDED BY INVESTING ACTIVITIES

The Registrant's investing activities during the nine months ended September 30,
1995 included $2,066 for expenditures related to repair and maintenance activity
performed on various oil and gas  properties.  The Registrant  received  $10,968
during the same  period in 1994 from the  disposal of oil and gas  equipment  on
active properties.

Proceeds of $16,355  were  received  from the salvage of  equipment  on one well
abandoned  during the nine months  ended  September  30,  1995.  During the same
period in 1994, proceeds from salvage income of $241 were received from the sale
of oil and gas equipment on properties abandoned in prior years.

NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $467,685 of which $350,431 was  distributed to
the limited partners and $117,254 to the general  partners.  For the same period
ended September 30, 1994, cash was sufficient for  distributions to the partners
of $423,426 of which  $316,792  was  distributed  to the  limited  partners  and
$106,634 to the general partners.

It is expected  that future net cash  provided by operating  activities  will be
sufficient for any capital expenditures and any distributions. As the production
from the properties declines, distributions are also expected to decrease.

ACCOUNTING STANDARD ON IMPAIRMENT OF LONG-LIVED ASSETS

In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 121 - Accounting for Impairment of Long-lived
Assets and for  Long-lived  Assets to Be Disposed Of ("FAS 121")  regarding  the
impairment of long-lived assets,  identifiable  intangibles and goodwill related
to those assets. FAS 121 is effective for financial  statements for fiscal years
beginning after December 15, 1995, although earlier adoption is encouraged.  The
application of FAS 121 to oil and gas companies utilizing the successful efforts
method (such as the Registrant) will require  periodic  determination of whether
the book value of long-lived  assets  exceeds the future cash flows  expected to
result from the use of such assets and,  if so, will  require  reduction  of the
carrying amount of the "impaired"  assets to their estimated fair values.  There
is currently a great deal of uncertainty as to how FAS 121 will apply to oil and
gas  companies  using  the  successful  efforts  method,  including  uncertainty
regarding  the  determination  of expected  future cash flows from the  relevant
assets and, if an impairment is determined to exist, their estimated fair value.
There  is also  uncertainty  regarding  the  level at  which  the test  might be
applied. Given this uncertainty,  the Registrant is currently unable to estimate
the effect that FAS 121 will have on the Registrant's  results of operations for
the period in which it is adopted.



                                     11

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on  July  30,  1993.  The  limited  partners  received  their  distribu  tion of
$8,512,603, or $438.00 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits - none

     (b)  Reports on Form 8-K - none





                                   12

<PAGE>


                           PARKER & PARSLEY 84-A, LTD.
                          (A Texas Limited Partnership)



                               S I G N A T U R E S



       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.


                                   PARKER & PARSLEY 84-A, LTD.

                             By:   Parker & Parsley Development L.P.,
                                    Managing General Partner

                                   By:  Parker & Parsley Petroleum USA, Inc.
                                         ("PPUSA"), General Partner




Dated: November 9, 1995      By:   /s/ Steven L. Beal
                                   ---------------------------------------
                                   Steven L. Beal, Senior Vice President
                                    and Chief Financial Officer of PPUSA


                                     13

<PAGE>




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<CIK> 0000757545
<NAME> 84A.TXT
       
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<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
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