PARKER & PARSLEY 85-B 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. 2-99079B

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

             Texas                              75-2075492
(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-B, 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 $60,349 at September
     30 and $52,033 at December 31               $    60,473      $    52,163
  Accounts receivable - oil and gas sales             63,872           52,192
                                                  ----------       ----------
           Total current assets                      124,345          104,355

Oil and gas properties - at cost, based on the
  successful efforts accounting method             5,584,194        5,922,086
     Accumulated depletion                        (3,523,030)      (3,718,231)
                                                  ----------       ----------
           Net oil and gas properties              2,061,164        2,203,855
                                                  ----------       ----------
                                                 $ 2,185,509      $ 2,308,210
                                                  ==========       ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                   $    35,808      $    26,725

Partners' capital:
  Limited partners (7,988 interests)               2,127,855        2,258,321
  Managing general partner                            21,846           23,164

                                                   2,149,701        2,281,485
                                                  ----------       -----------
                                                 $ 2,185,509      $ 2,308,210
                                                  ==========       ===========




    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-B, 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            $ 111,422   $ 137,953     $ 373,438   $ 391,759
  Interest income                  1,195         728         3,055       1,492
  Gain on abandoned property       8,510          -         16,703          -
  Salvage income from equipment
   disposal                           -           -         11,137          -
                                --------    --------      --------    --------
     Total revenues              121,127     138,681       404,333     393,251

Costs and expenses:
  Production costs                55,670      70,549       187,029     215,429
  General and administrative
    expenses                       3,343       3,984        11,203      11,598
  Depletion                       37,015      36,008       142,599     122,162
  Abandoned property costs         6,242          -         18,978          -
                                --------    --------      --------    --------
     Total costs and expenses    102,270     110,541       359,809     349,189
                                --------    --------      --------    --------
Net income                     $  18,857   $  28,140     $  44,524   $  44,062
                                ========    ========      ========    ========
Allocation of net income:
  Managing general partner     $     188   $     282     $     445   $     441
                                ========    ========      ========    ========
  Limited partners             $  18,669   $  27,858     $  44,079   $  43,621
                                ========    ========      ========    ========
Net income per limited
 partnership interest          $    2.34   $    3.49     $    5.52   $    5.46
                                ========    ========      ========    ========
Distributions per limited
  partnership interest         $    6.51   $    7.45     $   21.85   $   20.43
                                ========    ========      ========    ========





    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-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)


                                 Managing
                                 general       Limited
                                 partner       partners        Total


Balance at January 1, 1994      $  26,330    $ 2,571,771    $ 2,598,101

    Distributions                  (1,649)      (163,226)      (164,875)

    Net income                        441         43,621         44,062
                                 --------     ----------     ----------
Balance at September 30, 1994   $  25,122    $ 2,452,166    $ 2,477,288
                                 ========     ==========     ==========

Balance at January 1, 1995      $  23,164    $ 2,258,321    $ 2,281,485

    Distributions                  (1,763)      (174,545)      (176,308)

    Net income                        445         44,079         44,524
                                 --------     ----------     ----------
Balance at September 30, 1995   $  21,846    $ 2,127,855    $ 2,149,701
                                 =========    ==========     ==========





    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-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Nine months ended
                                                          September 30,
                                                       1995           1994

Cash flows from operating activities:

  Net income                                       $   44,524      $   44,062
  Adjustments to reconcile net income to net 
   cash provided by operating activities:
    Depletion                                         142,599         122,162
    Gain on abandoned property                        (16,703)             -
    Salvage income from equipment disposal            (11,137)             -
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable        (11,680)            190
    Increase in accounts payable                       19,580           3,086
                                                    ---------       ---------
      Net cash provided by operating activities       167,183         169,500

Cash flows from investing activities:

  Disposals to oil and gas properties                     739           2,164
  Proceeds from equipment salvage on abandoned
   property                                             5,559              -
  Proceeds from salvage income on equipment
   disposals                                           11,137              -
                                                    ---------       ---------
       Net cash provided by investing activities       17,435           2,164

Cash flows from financing activities:

  Cash distributions to partners                     (176,308)       (164,875)
                                                    ---------       ---------
Net increase in cash and cash equivalents               8,310           6,789
Cash and cash equivalents at beginning of period       52,163          54,243
                                                    ---------       ---------
Cash and cash equivalents at end of period         $   60,473      $   61,032
                                                    =========       =========




    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-B, 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-B,  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 $650,092,
or $81.38 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

                                   6

<PAGE>



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

The Registrant was formed December 20, 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
$7,988,000 representing 7,988 interests ($1,000 per interest) sold to a total of
728 limited partners.

Since its formation,  the Registrant  invested  $6,770,784 in various  prospects
that were  drilled in Texas.  At  September  30,  1995,  the  Registrant  had 18
producing oil and gas wells. One well was converted to a saltwater disposal well
during 1987 and three wells have been plugged and abandoned; one in 1989, one in
1992 and one in 1995.

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 $373,438 from $391,759 for
the nine months ended September 30, 1995 and 1994,  respectively,  a decrease of
5%. The  decrease in revenues  resulted  from an 11%  decrease in barrels of oil
produced and sold and an 11% decrease 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 nine  months  ended  September  30,  1995,  15,490  barrels of oil were sold
compared to 17,356 for the same period in 1994, a decrease of 1,866 barrels. For
the nine months ended  September 30, 1995,  59,066 mcf of gas were sold compared
to 66,273 for the same period in 1994,  a decrease of 7,207 mcf.  The  decreases
were  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.

                                    7

<PAGE>




The average price received per barrel of oil increased $1.47, or 9%, from $16.14
for the nine months  ended  September  30, 1994 to $17.61 for the same period in
1995 while the average price received per mcf of gas increased from $1.68 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 in the foreseeable future. The Registrant
may therefore  sell its future oil and gas production at average prices lower or
higher than that received during the nine months ended September 30, 1995.

A gain of $16,703 on abandoned  property was  recognized  during the nine months
ended  September  30, 1995,  resulting  from proceeds  received  from  equipment
salvage on the  abandonment of one fully depleted well.  Salvage income received
from equipment  disposals of $11,137 during the nine months ended  September 30,
1995 was derived from equipment  credits received on wells that were plugged and
abandoned in prior years.  Abandoned property costs totaled $18,978 for the nine
months ended  September 30, 1995.  These costs were incurred to plug and abandon
one uneconomical  well. There were no abandoned property costs or salvage income
for the same period in 1994.

COSTS AND EXPENSES:

Total  costs and  expenses  increased  to  $359,809  for the nine  months  ended
September  30,  1995 as compared  to  $349,189  for the same period in 1994,  an
increase of $10,620,  or 3%. This increase was due to increases in depletion and
abandoned property costs, offset by declines in production costs and general and
administrative expenses ("G&A").

Production  costs were $187,029 for the nine months ended September 30, 1995 and
$215,429 for the same period in 1994  resulting in a $28,400  decrease,  or 13%.
The decrease was primarily due to an 11% decline 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,  3% from $11,598 for the nine months ended
September  30,  1994 to $11,203  for the same  period in 1995.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion was $142,599 for the nine months ended  September 30, 1995 compared to
$122,162 for the same period in 1994. This  represented an increase in depletion
of $20,437,  or 17%. 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  1,866 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 $16.62 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 $18.57  per
barrel  while  depletion  expense for the three  months ended March 31, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $13.07  per
barrel.

                                    8

<PAGE>




On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on July 30, 1993. The limited partners received their distribu tion of $650,092,
or $81.38 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 $111,422 from $137,953 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
$26,531,  or 19%.  The  decrease in  revenues  resulted  from a 16%  decrease in
barrels of oil produced and sold, a 15% decrease in mcf of gas produced and sold
and  declines in the average  prices  received per barrel of oil and mcf of gas.
For the three months ended  September  30, 1995,  4,795 barrels of oil were sold
compared to 5,700 for the same period in 1994,  a decrease of 905  barrels.  For
the three months ended September 30, 1995,  19,985 mcf of gas were sold compared
to 23,521 for the same period in 1994,  a decrease of 3,536 mcf.  The  decreases
were  due  to the  decline  characteristics  of the  Registrant's  oil  and  gas
properties.

The average price received per barrel of oil decreased  $.88, or 5%, from $17.67
for the three months ended  September  30, 1994 to $16.79 for the same period in
1995 while the average price

                                     9

<PAGE>



received  per mcf of gas  decreased  2% from  $1.58 for the three  months  ended
September 30, 1994 to $1.55 for the same period in 1995.

A gain of $8,510 on abandoned  property was  recognized  during the three months
ended  September  30, 1995,  resulting  from proceeds  received  from  equipment
salvage on the abandonment of one fully depleted well.  Abandoned property costs
totaled  $6,242 for the three months  ended  September  30,  1995.  There was no
abandonment activity during the same period in 1994.

COSTS AND EXPENSES:

Total costs and  expenses  decreased  to  $102,270  for the three  months  ended
September  30,  1995 as compared  to  $110,541  for the same  period in 1994,  a
decrease of $8,271, or 8%. This decrease was due to declines in production costs
and G&A, offset by increases in depletion and abandoned property costs.

Production  costs were $55,670 for the three months ended September 30, 1995 and
$70,549 for the same period in 1994,  resulting in a $14,879  decrease,  or 21%.
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,  16% from $3,984 for the three months ended
September 30, 1994 to $3,343 for the same period in 1995.

Depletion was $37,015 for the three months ended  September 30, 1995 compared to
$36,008 for the same period in 1994.  This  represented an increase in depletion
of $1,007,  or 3%. Oil  production  decreased  905 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 $16.62 per barrel  while  depletion  expense  for the
three months ended September 30, 1994 was calculated based on reserves  computed
utilizing an oil price of $18.57 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating  activities decreased to $167,183 during the nine
months ended September 30, 1995, a $2,317 decrease from the same period in 1994.
This  decrease  was due to a decline  in oil and gas sales  and an  increase  in
abandoned property costs,  offset by a decrease in production costs. The decline
in oil and gas  sales  was due to a  decline  in  barrels  of oil and mcf of gas
produced  and sold.  The  increase  in  abandoned  property  costs was due to no
abandonment  activity  during 1994 compared to the plugging of one  uneconomical
well in 1995.  The decrease in  production  costs was  primarily the result of a
decline in well repair and maintenance costs.



                                     10

<PAGE>



NET CASH PROVIDED BY INVESTING ACTIVITIES

The Registrant  received $739 and $2,164 during the nine months ended  September
30, 1995 and 1994,  respectively,  from the disposal of oil and gas equipment on
active properties.

Proceeds  of $5,559 were  received  from the  salvage of  equipment  on one well
abandoned during the nine months ended September 30, 1995. In addition, proceeds
from  salvage  income  of  $11,137  from  the sale of oil and gas  equipment  on
properties  abandoned in prior years were received  during the nine months ended
September 30, 1995.

NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $176,308 of which $174,545 was  distributed to
the limited partners and $1,763 to the managing  general  partner.  For the same
period ended  September 30, 1994, cash was sufficient for  distributions  to the
partners of $164,875 of which $163,226 was  distributed to the limited  partners
and $1,649 to the managing general partner.

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

                                    11

<PAGE>



other parties against Dresser Industries,  Inc.; Titan Services,  Inc.; BJ-Titan
Services Company;  BJ-Hughes Holding Company;  Hughes Tool Company; Baker Hughes
Production  Tools,  Inc.;  and  Baker  Hughes  Incorporated  alleging  that  the
defendants  had  intentionally  failed to provide  the  materials  and  services
ordered and paid for by the Registrant and other parties in connection  with the
fracturing  and  acidizing of 523 wells,  and then  fraudulently  concealed  the
shorting practice from PPDLP. The May 25, 1993 settlement agreement called for a
payment of $115 million in cash by the defendants.  The managing general partner
received  the  funds,  deducted  incurred  legal  expenses,   accrued  interest,
determined  the  general  partner's  portion  of the  funds and  calculated  any
inter-partnership  allocations.  A distribution  of $91,000,000  was made to the
working interest owners, including the Registrant, on July 30, 1993. The limited
partners  received  their  distribu  tion of  $650,092,  or $81.38  per  limited
partnership interest, in September 1993.

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

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits - none

     (b)   Reports on Form 8-K - none
















                                   12

<PAGE>


                           PARKER & PARSLEY 85-B, 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-B, LTD.

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

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




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




                                    13

<PAGE>




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<CIK> 0000791231
<NAME> 85B.TXT
       
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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
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<SECURITIES>                                         0
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