<PAGE>
=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-K ON
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 20, 1996
KELLEY OIL & GAS PARTNERS, LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9042 76-0135263
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
601 JEFFERSON ST.
SUITE 1100
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (713) 652-5200
=============================================================================
<PAGE>
ITEM 4. CHANGES IN THE PARTNERSHIP'S CERTIFYING ACCOUNTANT
In connection with the closing under a Stock Purchase Agreement (the
"Purchase Agreement") between Contour Production Company L.L.C. and Kelley Oil
& Gas Corporation ("KOGC"), the parent company of Kelley Oil & Gas Partners,
Ltd. (the "Partnership"), the Partnership dismissed Ernst & Young LLP ("E&Y")
as its principal accountant, effective February 15, 1996. On the same date,
the Partnership engaged Deloitte & Touche LLP ("D&T") as its principal
accountant to audit its financial statements. The change in accountants was
approved by the audit committee of the board of directors of Kelley Oil
Corporation, the Partnership's managing general partner, contingent upon the
closing under the Purchase Agreement. Neither of E&Y's reports on the
Partnership's financial statements for the years ended December 31, 1994 and
1993 contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles. During
the last two years and the interim period prior to the date of the change in
accountants, (i) the Partnership had no disagreements with E&Y on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, (ii) E&Y did not advise the Partnership of any
"reportable event" as defined in Regulation S-K under the Securities Exchange
Act of 1934 and (iii) the Partnership did not consult with D&T on any
accounting, auditing, financial reporting or any other matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) None
(b) None
(c) EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
------ -------
16.1 Letter dated February 23, 1996 from Ernst & Young LLP
regarding change in certifying accountant.
1
<PAGE>
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.
KELLEY OIL & GAS PARTNERS, LTD.
By: KELLEY OIL CORPORATION,
Managing General Partner
Date: February 23, 1996 By: /s/ AMELIA L. JOHNSON
-------------------------------
Amelia L. Johnson,
Controller
(Duly Authorized Officer)
(Principal Accounting Officer)
2
<PAGE>
[Letterhead]
February 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Amendment No. 1 on Form 8-K/A dated February 23, 1996,
of Kelley Oil & Gas Partners, Ltd. and are in agreement with the statements
contained in the first and fourth sentences and in the fifth sentence items
(i) and (ii). We have no basis to agree or disagree with other statements of
the registrant contained therein.
/s/ ERNST & YOUNG LLP
-------------------------
Ernst & Young LLP
