PARKER & PARSLEY 85-A LTD
10-Q, 1996-11-12
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, 1996

                                       or

     /   /      Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the transition period from _______ to _______

                          Commission File 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 14 pages.
                             -There are no exhibits-


<PAGE>



                           PARKER & PARSLEY 85-A, LTD.

                                TABLE OF CONTENTS


                                                                        Page
                     Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of September 30, 1996 and
              December 31, 1995   ....................................    3

           Statements of Operations for the three and nine
             months ended September 30, 1996 and 1995.................    4

           Statement of Partners' Capital for the nine months
             ended September 30, 1996.................................    5

           Statements of Cash Flows for the nine months ended
             September 30, 1996 and 1995..............................    6

           Notes to Financial Statements..............................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations......................    9
             


                      Part II. Other Information

Item 1.    Legal Proceedings..........................................   13


           Signatures.................................................   14





                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS

                                                  September 30,  December 31,
                                                      1996           1995
                                                  -----------    -----------
                                                  (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $85,680 at September 30
    and $36,828 at December 31                    $    85,855    $    36,955
  Accounts receivable - oil and gas sales              60,951         66,952
                                                   ----------     ----------
         Total current assets                         146,806        103,907
                                                   ----------     ----------

Oil and gas properties - at cost, based on the
  successful efforts accounting method              7,380,976      8,386,246
    Accumulated depletion                          (6,039,977)    (6,965,364)
                                                   ----------     ----------
         Net oil and gas properties                 1,340,999      1,420,882
                                                   ----------     ----------
                                                  $ 1,487,805    $ 1,524,789
                                                   ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                    $    47,938    $    42,816

Partners' capital:
  Limited partners (9,613 interests)                1,425,457      1,467,142
  Managing general partner                             14,410         14,831
                                                   ----------     ----------
                                                    1,439,867      1,481,973
                                                   ----------     ----------
                                                  $ 1,487,805    $ 1,524,789
                                                   ==========     ==========

 The financial information included as of September 30, 1996 has been prepared
         by management without audit by independent public accountants.

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

                                        3

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                    Three months ended      Nine months ended
                                       September 30,           September 30,
                                  ---------------------   ---------------------
                                     1996        1995        1996        1995
                                  ---------   ---------   ---------   ---------
Revenues:
   Oil and gas                    $ 148,906   $ 133,961   $ 438,109   $ 437,777
   Interest                           1,103       1,001       2,686       2,843
   Litigation settlement                -           -        32,694         -
   Salvage income from equipment
     disposals                          -           -           -        27,471
                                   --------    --------    --------    --------

                                    150,009     134,962     473,489     468,091
                                   --------    --------    --------    --------
Costs and expenses:
   Oil and gas production            68,178      82,438     229,155     244,156
   General and administrative         4,467       4,019      13,143      13,133
   Depletion                         25,493      57,962      81,456     162,128
   Loss on sale of assets                55         -         3,785         -
                                   --------    --------    --------    --------

                                     98,193     144,419     327,539     419,417
                                   --------    --------    --------    --------

Net income (loss)                 $  51,816   $  (9,457)  $ 145,950   $  48,674
                                   ========    ========    ========    ========
Allocation of net income (loss):
   Managing general partner       $     519   $     (94)  $   1,460   $     487
                                   ========    ========    ========    ========

   Limited partners               $  51,297   $  (9,363)  $ 144,490   $  48,187
                                   ========    ========    ========    ========
Net income (loss) per limited
   partnership interest           $    5.34   $    (.98)  $   15.03   $    5.01
                                   ========    ========    ========    ========
Distributions per limited
   partnership interest           $    6.50   $    4.49   $   19.37   $   17.54
                                   ========    ========    ========    ========

         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 financial statements.

                                        4

<PAGE>



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

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




                                    Managing
                                    general        Limited
                                    partner        partners           Total
                                    --------      -----------      -----------

Balance at January 1, 1996          $ 14,831      $ 1,467,142      $ 1,481,973

    Distributions                     (1,881)        (186,175)        (188,056)

    Net income                         1,460          144,490          145,950
                                     -------       ----------       ----------

Balance at September 30, 1996       $ 14,410      $ 1,425,457      $ 1,439,867
                                     =======       ==========       ==========





         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 financial statements.

                                        5

<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                       Nine months ended
                                                          September 30,
                                                   -------------------------
                                                      1996           1995
                                                   ----------     ----------
Cash flows from operating activities:

  Net income                                       $  145,950     $   48,674
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                        81,456        162,128
      Salvage income from equipment disposals             -          (27,471)
      Loss on sale of assets                            3,785            -
  Changes in assets and liabilities:
      Decrease in accounts receivable                   6,001          7,021
      Increase in accounts payable                      3,872          6,883
                                                    ---------      ---------
      Net cash provided by operating activities       241,064        197,235
                                                    ---------      ---------

Cash flows from investing activities:

  Additions to oil and gas properties                  (4,108)       (47,509)
  Proceeds from salvage income on equipment
    disposals                                              -           27,471
                                                    ---------      ---------
      Net cash used in investing activities            (4,108)       (20,038)
                                                    ---------      ---------

Cash flows from financing activities:

  Cash distributions to partners                     (188,056)      (170,316)
                                                    ---------      ---------
Net increase in cash and cash equivalents              48,900          6,881
Cash and cash equivalents at beginning of period       36,955         26,174
                                                    ---------      ---------
Cash and cash equivalents at end of period         $   85,855     $   33,055
                                                    =========      =========

         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 financial statements.

                                        6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Unaudited)

Note 1.

Parker  &  Parsley  85-A,  Ltd.  (the  "Registrant")  is a  limited  partnership
organized in 1985 under the laws of the State of Texas.

The Registrant  engages  primarily in oil and gas  development and production in
Texas and is not involved in any industry segment other than oil and gas.

Note 2.

In the opinion of management, the Registrant's unaudited financial statements as
of September 30, 1996 and for the three and nine months ended September 30, 1996
and  1995  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.  These  interim  results  are not  necessarily
indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  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, 1995, 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 3.

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  Parker  &  Parsley
Development L.P. ("PPDLP").  The May 25, 1993 settlement  agreement called for a
payment  of  $115  million  in  cash  by  the  defendants,  and  Southmark,  the
Registrant,  and the other  plaintiffs  indemnified  the defendants  against the
claims of Jack N.  Price.  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.

                                        7

<PAGE>



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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"),  which was merged into PPDLP on January 1,
1995,  from its former  parent in May 1989,  PPDC's  interest in the lawsuit and
subsequent  settlement was retained by the former parent.  Consequently,  all of
PPDC's share of the settlement  related to its separately  held interests in the
wells and its partnership  interests in the sponsored  partnerships (except that
portion allocable to interests  acquired by PPDC after May 1989) was paid to the
former parent.

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. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  On June 28,  1996,  a final  distribution  was made to the  working
interest owners, including $32,367, or $3.37 per limited partnership interest to
the Registrant and its partners.

                                        8

<PAGE>



Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations (1)

Results of Operations

Nine months ended  September 30, 1996 compared with nine months ended  September
 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $438,109 from $437,777 for
the nine months ended September 30, 1996 and 1995, respectively,  an increase of
$332. The increase in revenues  resulted from higher average prices received per
barrel of oil and mcf of gas, offset by a 14% decline in barrels of oil produced
and sold and a 24% decline in mcf of gas produced and sold.  For the nine months
ended September 30, 1996, 15,759 barrels of oil were sold compared to 18,405 for
the same period in 1995, a decrease of 2,646  barrels.  Of the  decrease,  1,212
barrels,  or 6%, was  attributable  to the sale of four oil and gas wells during
the nine months ended September 30, 1996,  with the remaining  decrease of 1,434
barrels,  or 8%, due to the decline  characteristics of the Registrant's oil and
gas properties.  For the nine months ended September 30, 1996, 53,907 mcf of gas
were sold  compared to 71,093 for the same period in 1995,  a decrease of 17,186
mcf. Of the decrease, 1,709 mcf, or 2%, was attributable to the sale of four oil
and gas wells during the nine months ended September 30, 1996 with the remaining
decrease  of 15,477  mcf,  or 22%,  due to the  decline  characteristics  of the
Registrant's oil and gas properties.  Because of these decline  characteristics,
management  expects a certain amount of decline in production to continue in the
future  until  the  Registrant's  economically  recoverable  reserves  are fully
depleted.

The average price received per barrel of oil increased $3.65, or 21% from $17.22
for the nine months  ended  September  30, 1995 to $20.87 for the same period in
1996 while the average  price  received per mcf of gas  increased 19% from $1.70
during the nine months  ended  September  30, 1995 to $2.03 in 1996.  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, 1996.

Salvage income of $27,471 received from equipment  disposals for the nine months
ended September 30, 1995 consisted of proceeds  received from equipment sales on
one fully depleted well. There were no equipment sales proceeds received for the
same period in 1996.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $327,539  for the nine  months  ended
September  30,  1996 as compared  to  $419,417  for the same  period in 1995,  a
decrease of $91,878,  or 22%.  This  decrease was due to declines in  production
costs and depletion,  offset by increases in general and administrative expenses
("G&A") and loss on sale of assets.

                                        9

<PAGE>



Production  costs were $229,155 for the nine months ended September 30, 1996 and
$244,156 for the same period in 1995 resulting in a $15,001 decrease, or 6%. 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  increased,  in  aggregate,  from $13,133 for the nine months ended
September  30,  1995 to $13,143  for the same  period in 1996.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion  was $81,456 for the nine months ended  September 30, 1996 compared to
$162,128  for the same period in 1995,  representing  a decrease of $80,672,  or
50%. This decrease was primarily  attributable to the following factors: (i) the
sale of  properties  during 1996,  (ii) a reduction in oil  production  of 2,646
barrels for the nine  months  ended  September  30, 1996 as compared to the same
period in 1995,  and (iii) an increase in oil and gas reserves  during the third
quarter of 1996 as a result of higher commodity prices.

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,  and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. 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.

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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of

                                       10

<PAGE>



the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition  of the purchase by Parker & Parsley  Petroleum  Company of PPDC,
which was merged  into PPDLP on January 1, 1995,  from its former  parent in May
1989,  PPDC's interest in the lawsuit and subsequent  settlement was retained by
the former parent.  Consequently,  all of PPDC's share of the settlement related
to its separately held interests in the wells and its  partnership  interests in
the sponsored  partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.

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. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  On June 28,  1996,  a final  distribution  was made to the  working
interest owners, including $32,367, or $3.37 per limited partnership interest to
the Registrant and its partners.

Three months ended September 30, 1996 compared with three months ended September
  30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $148,906 from $133,961 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
11%. The increase in revenues  resulted from higher average prices  received per
barrel of oil and mcf of gas,  offset by a 10%  decline  in the  barrels  of oil
produced and sold and a 28%  decrease in the mcf of gas  produced and sold.  For
the three  months  ended  September  30,  1996,  5,241  barrels of oil were sold
compared to 5,810 for the same period in 1995, a decrease of 569 barrels. Of the
decrease,  536 barrels,  or 9%, was attributable to the sale of four oil and gas
wells during the three  months ended  September  30,  1996,  with the  remaining
decrease  of 33  barrels,  or  1%,  due to the  decline  characteristics  of the
Registrant's  oil and gas  properties.  For the three months ended September 30,

                                       11

<PAGE>



1996,  18,426 mcf of gas were sold  compared  to 25,557  for the same  period in
1995, a decrease of 7,131 mcf. Of the decrease, 736 mcf, or 3%, was attributable
to the sale of four oil and gas wells during the three  months  ended  September
30, 1996 with the  remaining  decrease of 6,395 mcf, or 25%,  due to the decline
characteristics of the Registrant's oil and gas properties.

The average  price  received per barrel of oil  increased  $5.28,  or 32%,  from
$16.47 for the three  months  ended  September  30,  1995 to $21.75 for the same
period in 1996,  while the average  price  received per mcf of gas increased 27%
from $1.50 for the three months ended  September  30, 1995 to $1.89 for the same
period in 1996.

A loss of $55 on the sale of assets was recognized during the three months ended
September 30, 1996. This loss was the result of adjustments to net proceeds from
the sale of four fully  depleted oil and gas wells and four  saltwater  disposal
wells in a prior period.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $98,193  for the three  months  ended
September  30,  1996 as compared  to  $144,419  for the same  period in 1995,  a
decrease of $46,226,  or 32%. This decrease was due to declines in depletion and
production costs, offset by increases in G&A and loss on sale of assets.

Production  costs were $68,178 for the three months ended September 30, 1996 and
$82,438 for the same period in 1995 resulting in a $14,260 decrease, or 17%. The
decrease was primarily attributable to less 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 increased in aggregate,  11%, from $4,019 for the three months ended
September 30, 1995 to $4,467 for the same period in 1996.

Depletion was $25,493 for the three months ended  September 30, 1996 compared to
$57,962 for the same period in 1995. This represented a decrease in depletion of
$32,469, or 56%, primarily  attributable to the following factors:  (i) the sale
of properties during 1996, (ii) a reduction in oil production of 569 barrels for
the three  months  ended  September  30,  1996 as compared to the same period in
1995, and (iii) an increase in oil and gas reserves  during the third quarter of
1996 as a result of higher commodity prices.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $43,829  during the nine
months ended  September 30, 1996 from the same period ended  September 30, 1995,
principally  due to the receipt of proceeds  from the  litigation  settlement as
discussed in Note 3 and the reduction of production costs.

                                       12

<PAGE>



Net Cash Used in Investing Activities

The Registrant's investing activities during the nine months ended September 30,
1996 and 1995  included  $4,108  and  $47,509,  respectively,  for  expenditures
related to equipment replacement 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 sales on one fully depleted well.

Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1996 to cover
distributions  to the partners of $188,056 of which $186,175 was  distributed to
the limited partners and $1,881 to the managing  general  partner.  For the same
period ended  September 30, 1995, cash was sufficient for  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.

Cash  distributions  to the  partners  of  $188,056  for the nine  months  ended
September  30, 1996  included  $32,367 to the limited  partners  and $327 to the
managing  general  partner,  resulting from proceeds  received in the litigation
settlement as discussed in Note 3.

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.

- - ---------------

(1)    "Item 2. Management's  Discussion and Analysis of Financial Condition and
       Results of Operations"  contains forward looking  statements that involve
       risks and uncertainties. Accordingly, no assurances can be given that the
       actual  events and  results  will not be  materially  different  than the
       anticipated results described in the forward looking statements.



                           Part II. Other Information

Item 1.   Legal Proceedings

During  April  1996,  the  Registrant  completed  the  settlement  of a material
litigation to which it was a party.  This  litigation and settlement  thereof is
described in Note 3 of Notes to Financial Statements above.


                                       13

<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 11, 1996     By:  /s/ Steven L. Beal
                                   ----------------------------------------
                                   Steven L. Beal, Senior Vice President
                                     and Chief Financial Officer of PPUSA



                                       14

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791230
<NAME> 85A.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                          85,855
<SECURITIES>                                         0
<RECEIVABLES>                                   60,951
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               146,806
<PP&E>                                       7,380,976
<DEPRECIATION>                               6,039,977
<TOTAL-ASSETS>                               1,487,805
<CURRENT-LIABILITIES>                           47,938
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,439,867
<TOTAL-LIABILITY-AND-EQUITY>                 1,487,805
<SALES>                                        438,109
<TOTAL-REVENUES>                               473,489
<CGS>                                                0
<TOTAL-COSTS>                                  327,539
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                145,950
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            145,950
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   145,950
<EPS-PRIMARY>                                    15.03
<EPS-DILUTED>                                        0
        

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