PARKER & PARSLEY 85-A LTD
10-Q, 1996-08-12
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 June 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 16 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

                                                    June 30,     December 31,
                                                      1996           1995
                                                  ------------   ------------
                                                  (Unaudited)
              ASSETS
Current assets:
 Cash and cash equivalents, including
  interest bearing deposits of $79,369
  at June 30 and $36,828 at December 31           $     79,544   $     36,955
Accounts receivable - oil and gas sales                 52,727         66,952
                                                   -----------    -----------
     Total current assets                              132,271        103,907

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                              7,379,614      8,386,246
  Accumulated depletion                             (6,014,484)    (6,965,364)
                                                   -----------    -----------
     Net oil and gas properties                      1,365,130      1,420,882
                                                   -----------    -----------
                                                  $  1,497,401   $  1,524,789
                                                   ===========    ===========
  LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate                     $     46,234   $     42,816

Partners' capital:
 Limited partners (9,613 interests)                  1,436,644      1,467,142
 Managing general partner                               14,523         14,831
                                                   -----------    -----------
                                                     1,451,167      1,481,973
                                                   -----------    -----------
                                                  $  1,497,401   $  1,524,789
                                                   ===========    ===========

         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.

                                        2


<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                Three months ended         Six months ended
                                     June 30,                  June 30,
                                1996          1995         1996        1995
                             ----------   ----------   ----------   ----------
Revenues:
 Oil and gas sales           $  149,497   $  148,756   $  289,203   $  303,816
 Interest income                    922        1,231        1,583        1,842
 Salvage income from
  equipment disposals                -            -            -        27,471
 Litigation settlement           32,694           -        32,694           -
                              ---------    ---------    ---------    ---------
     Total revenues             183,113      149,987      323,480      333,129
Costs and expenses:
 Production costs                69,832       81,582      160,977      161,718
 General and adminis-
  trative expenses                4,485        4,462        8,676        9,114
 Depletion                       26,092       60,972       55,963      104,166
 Loss on sale of assets           3,730           -         3,730           -
                              ---------    ---------    ---------    ---------
     Total costs and
      expenses                  104,139      147,016      229,346      274,998
                              ---------    ---------    ---------    ---------
Net income                   $   78,974   $    2,971   $   94,134   $   58,131
                              =========    =========    =========    =========
Allocation of net
 income:
  Managing general
   partner                   $      789   $       29   $      941   $      581
                              =========    =========    =========    =========
  Limited partners           $   78,185   $    2,942   $   93,193   $   57,550
                              =========    =========    =========    =========
Net income per limited
 partnership interest        $     8.13   $      .31   $     9.69   $     5.99
                              =========    =========    =========    =========
Distributions per
 limited partnership
 interest                    $     9.37   $     7.53   $    12.87   $    13.05
                              =========    =========    =========    =========

         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.

                                        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, 1995           $    16,159   $ 1,598,699   $ 1,614,858

Distributions                             (1,266)     (125,448)     (126,714)

Net income                                   581        57,550        58,131
                                      ----------    ----------    ----------
Balance at June 30, 1995             $    15,474   $ 1,530,801   $ 1,546,275
                                      ==========    ==========    ==========


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

Distributions                             (1,249)     (123,691)     (124,940)

Net income                                   941        93,193        94,134
                                      ----------    ----------    ----------
Balance at June 30, 1996             $    14,523   $ 1,436,644   $ 1,451,167
                                      ==========    ==========    ==========



         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)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                     Six months ended
                                                         June 30,
                                                     1996         1995
                                                  ----------   ----------
Cash flows from operating activities:
 Net income                                       $   94,134   $   58,131
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Salvage income from equipment disposals                -       (27,471)
   Depletion                                          55,963      104,166
   Loss on sale of assets                              3,730           -
 Changes in assets and liabilities:
  Decrease in accounts receivable                     14,225          735
  Increase in accounts payable                         3,586        6,518
                                                   ---------    ---------
     Net cash provided by operating
      activities                                     171,638      142,079

Cash flows from investing activities:
 Additions to oil and gas properties                  (4,109)     (10,808)
 Proceeds from salvage income on
  equipment disposals                                     -        27,471
                                                   ---------    ---------
     Net cash provided by (used in)
      investing activities                            (4,109)      16,663

Cash flows from financing activities:
 Cash distributions to partners                     (124,940)    (126,714)
                                                   ---------    ---------
Net increase in cash and cash
 equivalents                                          42,589       32,028
Cash and cash equivalents at beginning
 of period                                            36,955       26,174
                                                   ---------    ---------
Cash and cash equivalents at end
 of period                                        $   79,544   $   58,202
                                                   =========    =========

         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)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 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 June 30, 1996 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,  these  interim  results  are  not
necessarily indicative of results for a full year.

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

                                        6

<PAGE>



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
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 to be

                                        7

<PAGE>



determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and 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.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution  of $32,367 to the limited  partners,  or
$3.37 per limited  partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (1)

Results of Operations

Six months ended June 30, 1996 compared with six months ended June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  decreased to $289,203 from $303,816 for
the six months ended June 30, 1996 and 1995, respectively, a decrease of 5%. The
decrease in revenues  resulted from a 16% decline in barrels of oil produced and
sold and a 22% decline in mcf of gas produced  and sold,  offset by increases in
the average prices received per barrel of oil and mcf of gas. For the six months
ended June 30, 1996,  10,518 barrels of oil were sold compared to 12,595 for the
same period in 1995, a decrease of 2,077 barrels. Of the decrease,  676 barrels,
or 5%,  was  attributable  to the sale of four oil and gas wells  during the six
months ended June 30, 1996,  with the remaining  decrease of 1,401  barrels,  or
11%,  due  to the  decline  characteristics  of the  Registrant's  oil  and  gas
properties.  For the six months ended June 30, 1996, 35,481 mcf of gas were sold
compared to 45,536 for the same period in 1995, a decrease of 10,055 mcf. Of the
decrease, 973 mcf, or 2%, was attributable to the sale of four oil and gas wells
during the six months ended June 30, 1996,  with the remaining decrease of 9,082

                                        8

<PAGE>



mcf, or 20%, due to the decline  characteristics of the Registrant's oil and gas
properties.  Because  of these  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  $2.87,  or 16%,  from
$17.56 for the six months  ended June 30,  1995 to $20.43 for the same period in
1996 while the average  price  received per mcf of gas  increased 15% from $1.82
during the six months ended June 30, 1995 to $2.10 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 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 six months ended June 30, 1996.

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

Costs and Expenses:

Total costs and expenses decreased to $229,346 for the six months ended June 30,
1996 as compared to $274,998 for the same period in 1995, a decrease of $45,652,
or 17%.  This  decrease  was due to declines in  production  costs,  general and
administrative expenses ("G&A") and depletion,  offset by an increase in loss on
sale of assets.

Production  costs  were  $160,977  for the six months  ended  June 30,  1996 and
$161,718 for the same period in 1995 resulting in a $741 decrease.  The decrease
was primarily due to lower ad valorem taxes and production  taxes,  offset by an
increase in well repair and maintenance costs incurred in an effort to stimulate
well production.

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,  5% from $9,114 for the six months ended
June 30, 1995 to $8,676 for the same period in 1996. The  Partnership  agreement
limits G&A to 3% of gross oil and gas revenues.

Depletion  was  $55,963  for the six months  ended  June 30,  1996  compared  to
$104,166 for the same period in 1995.  This  represented a decrease in depletion
of $48,203,  or 46%. Of the decrease,  $22,152,  or 21%, was attributable to the
sale of four oil and gas wells during the six months  ended June 30, 1996,  with
the remaining decrease of $26,051, or 25%, due to the decline characteristics of

                                        9

<PAGE>



the  Registrant's  oil  and  gas  properties.  Depletion  was  calculated  on  a
property-by-property  basis utilizing the  unit-of-production  method based upon
the dominant  mineral  produced,  generally oil. Oil production  decreased 2,077
barrels  for the six months  ended June 30,  1996 from the same  period in 1995,
while oil  reserves of barrels were revised  upward by 81,860  barrels,  or 41%,
resulting in a lower unit cost per barrel of production.

A loss of $3,730 on the sale of assets  was  recognized  during  the six  months
ended June 30, 1996. This loss resulted from the sale of four fully depleted oil
and gas wells and four saltwater  disposal wells and the write-off of associated
capitalized  well costs of $3,769,  offset by a $39 receivable due from the sale
for post-closing adjustments.

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

                                       10

<PAGE>



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 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 to be
determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and 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.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution  of $32,367 to the limited  partners,  or
$3.37 per limited  partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

                                       11

<PAGE>




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

Revenues:

The  Registrant's  oil and gas revenues  increased to $149,497 from $148,756 for
the three  months  ended June 30,  1996 and 1995,  respectively,  an increase of
$741.  The increase in revenues  resulted from  increases in the average  prices
received  per barrel of oil and mcf of gas,  offset by an 18% decline in barrels
of oil produced and sold and a 27% decline in mcf of gas produced and sold.  For
the three months ended June 30, 1996, 4,988 barrels of oil were sold compared to
6,097 for the same period in 1995, a decrease of 1,109 barrels. Of the decrease,
260  barrels,  or 4%,  was  attributable  to the sale of four oil and gas  wells
during the three months ended June 30, 1996, with the remaining  decrease of 849
barrels, or 14%, due to the decline  characteristics of the Registrant's oil and
gas properties. For the three months ended June 30, 1996, 17,603 mcf of gas were
sold  compared to 24,104 for the same period in 1995, a decrease of 6,501 mcf of
gas. Of the decrease,  504 mcf, or 2%, was  attributable to the sale of four oil
and gas wells during the three months  ended June 30, 1996,  with the  remaining
decrease  of  5,997  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  $4.05,  or 22%,  from
$18.01 for the three months ended June 30, 1995 to $22.06 for the same period in
1996 while the average  price  received per mcf of gas  increased 38% from $1.62
during  the three  months  ended June 30,  1995 to $2.24 for the same  period in
1996.

Costs and Expenses:

Total costs and  expenses  decreased to $104,139 for the three months ended June
30,  1996 as compared  to  $147,016  for the same period in 1995,  a decrease of
$42,877,  or 29%.  This  decrease  was due to declines in  production  costs and
depletion, offset by an increase in G&A and loss on sale of assets.

Production  costs were  $69,832  for the three  months  ended June 30,  1996 and
$81,582 for the same period in 1995 resulting in a $11,750 decrease, or 14%. The
decrease was primarily due to less well repair and  maintenance  costs and lower
ad valorem taxes.



                                       12

<PAGE>



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 $4,462 for the three months ended June
30, 1995 to $4,485 for the same period in 1996.

Depletion  was $26,092  for the three  months  ended June 30,  1996  compared to
$60,972 for the same period in 1995. This represented a decrease in depletion of
$34,880, or 57%. Of the decrease,  $22,152, or 36%, was attributable to the sale
of four oil and gas wells during the three months ended June 30, 1996,  with the
remaining decrease of $12,728, or 21%, due to the decline characteristics of the
Registrant's   oil  and  gas   properties.   Depletion   was   calculated  on  a
property-by-property  basis utilizing the  unit-of-production  method based upon
the dominant  mineral  produced,  generally oil. Oil production  decreased 1,109
barrels for the three months ended June 30, 1996 from the same period in 1995.

A loss of $3,730 on the sale of assets was  recognized  during the three  months
ended June 30, 1996. This loss resulted from the sale of four fully depleted oil
and gas wells and four saltwater  disposal wells and the write-off of associated
capitalized  well costs of $3,769,  offset by a $39 receivable due from the sale
for post-closing adjustments.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased during the six months ended
June 30, 1996 $29,559 from the same period  ended June 30, 1995.  This  increase
was primarily due to the receipt of proceeds from the  litigation  settlement as
discussed in Note 3.

Net Cash Provided by (Used in) Investing Activities

The Registrant's  investing activities during the six months ended June 30, 1996
and 1995 included  expenditures related to equipment  replacement on various oil
and gas properties.

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

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $124,940 of which $123,691 was  distributed to
the limited partners and  $1,249 to the managing general partner.   For the same

                                       13

<PAGE>



period  ended  June 30,  1995,  cash was  sufficient  for  distributions  to the
partners of $126,714 of which $125,448 was  distributed to the limited  partners
and $1,266 to the managing general partner.

Cash distributions to the partners of $124,940 for the six months ended June 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.


                                       14

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Registrant is party to material  litigation  which is described in Note 3 of
Notes to Financial Statements above.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - none

(b)  Reports on Form 8-K - none




                                       15

<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:  August 9, 1996          By:  /s/ Steven L. Beal
                                   ---------------------------------------
                                   Steven L. Beal, Senior Vice
                                    President and Chief Financial
                                    Officer of PPUSA
 

                                       16

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791230
<NAME> 85A.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          79,544
<SECURITIES>                                         0
<RECEIVABLES>                                   52,727
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               132,271
<PP&E>                                       7,379,614
<DEPRECIATION>                               6,014,484
<TOTAL-ASSETS>                               1,497,401
<CURRENT-LIABILITIES>                           46,234
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,451,167
<TOTAL-LIABILITY-AND-EQUITY>                 1,497,401
<SALES>                                        289,203
<TOTAL-REVENUES>                               323,480
<CGS>                                                0
<TOTAL-COSTS>                                  229,346
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 94,134
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             94,134
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    94,134
<EPS-PRIMARY>                                     9.69
<EPS-DILUTED>                                        0
        

</TABLE>


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