PARKER & PARSLEY 85-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. 2-99079A

                      PARKER & PARSLEY 85-A, LTD.
         (Exact name of Registrant as specified in its charter)

             Texas                              75-2064518
 (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 85-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 $32,928 at September 30
    and $26,047 at December 31                      $   33,055      $   26,174
  Accounts receivable - oil and gas sales               59,562          66,583
                                                     ---------       ---------
         Total current assets                           92,617          92,757

Oil and gas properties - at cost, based on the
  successful efforts accounting method               8,380,032       8,332,721
    Accumulated depletion                           (6,928,639)     (6,766,511)
                                                     ---------       ---------
         Net oil and gas properties                  1,451,393       1,566,210

                                                    $1,544,010      $1,658,967
                                                     =========       =========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $   50,794      $   44,109

Partners' capital:
  Limited partners (9,613 interests)                 1,478,273       1,598,699
  Managing general partner                              14,943          16,159
                                                     ---------       ---------
                                                     1,493,216       1,614,858

                                                    $1,544,010      $1,658,967
                                                     =========       =========




     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 85-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             $ 133,961   $ 153,060   $ 437,777   $ 443,455
   Interest income                   1,001         466       2,843         889
   Salvage income from equipment
     disposals                          -           -       27,471          -
                                  --------    --------    --------    --------
      Total revenues               134,962     153,526     468,091     444,344

Costs and expenses:
   Production costs                 82,438      95,020     244,156     303,429
   General and administrative
     expenses                        4,019       4,592      13,133      13,304
   Depletion                        57,962      42,803     162,128     136,985
                                  --------    --------    --------    --------
      Total costs and expenses     144,419     142,415     419,417     453,718
                                  --------    --------    --------    --------
Net income (loss)                $  (9,457)  $  11,111   $  48,674   $  (9,374)
                                  ========    ========    ========    ========
Allocation of net income (loss):
   Managing general partner      $     (94)  $     112   $     487   $     (93)
                                  ========    ========    ========    ========
   Limited partners              $  (9,363)  $  10,999   $  48,187   $  (9,281)
                                  ========    ========    ========    ========
Net income (loss) per limited
   partnership interest          $    (.98)  $    1.14   $    5.01   $    (.97)
                                  ========    ========    ========    ========
Distributions per limited
   partnership interest          $    4.49   $    5.05   $   17.54   $   13.68
                                  ========    ========    ========    ========





      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.

                                    3

<PAGE>



                           PARKER & PARSLEY 85-A, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)


                                    Managing
                                    general           Limited
                                    partner           partners         Total


Balance at January 1, 1994         $   22,313     $ 2,207,979     $ 2,230,292

    Distributions                      (1,328)       (131,510)       (132,838)

    Net loss                              (93)         (9,281)         (9,374)
                                    ---------      ----------      ----------
Balance at September 30, 1994      $   20,892     $ 2,067,188     $ 2,088,080
                                    =========      ==========      ==========

Balance at January 1, 1995         $   16,159     $ 1,598,699     $ 1,614,858

    Distributions                      (1,703)       (168,613)       (170,316)

    Net income                            487          48,187          48,674
                                    ---------      ----------      ----------
Balance at September 30, 1995      $   14,943     $ 1,478,273     $ 1,493,216
                                    =========      ==========      ==========




     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 85-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 (loss)                                $   48,674     $   (9,374)
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
      Salvage income from equipment disposals         (27,471)            -
      Depletion                                       162,128        136,985
  Changes in assets and liabilities:
      Decrease in accounts receivable                   7,021            299
      Increase in accounts payable                      6,883          5,620
                                                    ---------      ---------
      Net cash provided by operating activities       197,235        133,530

Cash flows from investing activities:

  Additions to oil and gas properties                 (47,509)        (4,202)
  Proceeds from salvage income on equipment
    disposals                                          27,471             -
                                                    ---------      ---------
      Net cash used in investing activities           (20,038)        (4,202)

Cash flows from financing activities:

  Cash distributions to partners                     (170,316)      (132,838)
                                                    ---------      ---------
Net increase (decrease) in cash and cash
  equivalents                                           6,881         (3,510)
Cash and cash equivalents at beginning of period       26,174         37,434
                                                    ---------      ---------
Cash and cash equivalents at end of period         $   33,055     $   33,924
                                                    =========      =========



     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 85-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  85-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 for 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 $330,598,
or $34.39 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

                                    6

<PAGE>



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 October 26, 1985. The managing  general partner of the
Registrant  at  December  31,  1994 was  Parker &  Parsley  Development  Company
("PPDC")  which was merged  into  PPDLP on January 1, 1995.  On January 1, 1995,
PPDLP, a Texas limited partnership,  became the sole managing general partner of
the  Registrant,  by acquiring the rights and assuming the  obligations of PPDC.
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
$9,613,000 representing 9,613 interests ($1,000 per interest) sold to a total of
828 limited partners.

Since its formation,  the Registrant  invested  $8,380,032 in various  prospects
that were  drilled in Texas.  At  September  30,  1995,  the  Registrant  had 24
producing oil and gas wells with one well plugged and abandoned during 1989. The
Registrant  received an additional  interest in one oil and gas well 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  decreased to $437,777 from $443,455 for
the nine months ended September 30, 1995 and 1994,  respectively,  a decrease of
$5,678.  The decrease in revenues resulted from a 10% decrease in barrels of oil
produced and sold and a slight  decline in the average price received per mcf of
gas,  offset  by a 3%  increase  in the mcf of gas  produced  and  sold and a 9%
increase in the average  price  received  per barrel of oil. For the nine months
ended September 30, 1995, 18,405 barrels of oil were sold compared to 20,508 for
the same period in 1994, a decrease of 2,103 barrels.  For the nine months ended
September 30, 1995,  71,093 mcf of gas were sold compared to 69,155 for the same
period in 1994,  an increase of 1,938 mcf.  The decrease in oil  production  was
primarily due to the decline  characteristics  of the  Registrant's  oil and gas
properties.  The  increase  in  gas  production  was  primarily  the  result  of
operational  changes on several  wells.  Management  expects a certain amount of
decline  in  production  in  the  future  until  the  Registrant's  economically
recoverable reserves are fully depleted.


                                    7

<PAGE>



The average  price  received per barrel of oil  increased 9% from $15.81 for the
nine months ended September 30, 1994 to $17.22 for the same period in 1995 while
the average price  received per mcf of gas decreased  from $1.72 during the nine
months ended  September 30, 1994 to $1.70 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.

Salvage income of $27,471 received from equipment  disposals for the nine months
ended  September 30, 1995 consisted of equipment  credits  received on one fully
depleted well.

COSTS AND EXPENSES:

Total  costs and  expenses  decreased  to  $419,417  for the nine  months  ended
September  30,  1995 as compared  to  $453,718  for the same  period in 1994,  a
decrease of  $34,301,  or 8%. This  decrease  was due to declines in  production
costs and general and administrative  expenses ("G&A"), offset by an increase in
depletion.

Production  costs were $244,156 for the nine months ended September 30, 1995 and
$303,429 for the same period in 1994  resulting in a $59,273  decrease,  or 20%.
The  decrease  was  primarily  attributable  to a  reduction  in well repair and
maintenance costs.

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, $171 from $13,304 for the nine months ended
September  30,  1995 to $13,133  for the same  period in 1995.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion was $162,128 for the nine months ended  September 30, 1995 compared to
$136,985 for the same period in 1994. This  represented an increase in depletion
of $25,143,  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  2,103 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 $18.26  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.

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

                                    8

<PAGE>



the  defendants.  PPDLP 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 $330,598,  or $34.39 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 $133,962 from $153,060 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
12%.  The  decrease in revenues  resulted  from a 13% decrease in barrels of oil
produced and sold and declines in the average prices  received per barrel of oil
and mcf of gas,  offset by a 17%  increase in the mcf of gas  produced and sold.
For the three months ended  September  30, 1995,  5,810 barrels of oil were sold
compared to 6,712 for the same period in 1994,  a decrease of 902  barrels.  For
the three months ended September 30, 1995,  25,557 mcf of gas were sold compared
to 21,896 for the same period in 1994, an increase of 3,661 mcf. The decrease in
oil production was due to the decline  characteristics  of the  Registrant's oil
and gas  properties.  The increase in gas production was primarily the result of
operational changes on several wells.

The average price received per barrel of oil decreased  $.92, or 5%, from $17.39
for the three months ended  September  30, 1994 to $16.47 for the same period in
1995,  while the average price  received per mcf of gas decreased 10% from $1.66
for the three  months ended  September  30, 1994 to $1.50 for the same period in
1995.

COSTS AND EXPENSES:

Total costs and  expenses  increased  to  $144,419  for the three  months  ended
September  30,  1995 as compared  to  $142,415  for the same period in 1994,  an
increase of $2,004. This increase was due to an increase in depletion, offset by
decreases in G&A and production costs.

                                     9

<PAGE>



Production  costs were $82,438 for the three months ended September 30, 1995 and
$95,020 for the same period in 1994 resulting in a $12,582 decrease, or 13%. The
decrease was primarily  attributable to less well repair and maintenance  costs,
offset by 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,  12%, from $4,592 for the three months ended
September 30, 1994 to $4,019 for the same period in 1995.

Depletion was $57,962 for the three months ended  September 30, 1995 compared to
$42,803 for the same period in 1994.  This  represented an increase in depletion
of $15,159,  or 35%. 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  902 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 while depletion expense for
the three  months  ended  September  30, 1994 was  calculated  based on reserves
computed utilizing an oil price of $18.26 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating  activities increased to $197,235 during the nine
months ended  September 30, 1995, a $63,705  increase from the same period ended
September  30, 1994.  This  increase was due to an increase in oil and gas sales
and a decline in production  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  declines  in the  barrels of oil
produced and sold and in the average price  received per mcf of gas.  Production
costs decreased due to less well repair and maintenance costs.

NET CASH USED IN INVESTING ACTIVITIES

The Registrant's investing activities during the nine months ended September 30,
1995 and 1994  included  $47,509  and  $4,202,  respectively,  for  expenditures
related to repair and maintenance activity on various oil and gas properties.

Proceeds  from salvage  income of $27,471 were  received  during the nine months
ended September 30, 1995 from equipment credits on one fully depleted well.

NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $170,316 of which $168,613 was  distributed to
the limited partners and $1,703 to the managing  general  partner.  For the same
period ended  September 30, 1994, cash was sufficient for  distributions  to the
partners of $132,838 of which $131,510 was  distributed to the limited  partners
and $1,328 to the managing general partner.

                                    10

<PAGE>



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.


                           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  distribution of $330,598,
or $34.39 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

                                    11

<PAGE>



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 85-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 85-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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<NAME> 85A.TXT
       
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