PARKER & PARSLEY 85-B LTD
10-Q, 1995-08-10
DRILLING OIL & GAS WELLS
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<PAGE>   1
                           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, 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 15 pages.
                      There are no exhibits.
<PAGE>   2
                     PARKER & PARSLEY 85-B, LTD.
                    (A Texas Limited Partnership)
                    PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

                           BALANCE SHEETS
                                           June 30,     December 31,
                                             1995           1994
                                         ------------   ------------
                                          (Unaudited)
              ASSETS
Current assets:
 Cash and cash equivalents, including
  interest bearing deposits of
  $76,822 at June 30 and $52,033 at
  December 31                            $     76,947   $     52,163
 Accounts receivable - oil and gas sales       48,037         52,192
                                          -----------    -----------
     Total current assets                     124,984        104,355

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                     5,584,194      5,922,086
  Accumulated depletion                    (3,486,016)    (3,718,231)
                                          -----------    -----------
     Net oil and gas properties             2,098,178      2,203,855
                                          -----------    -----------
                                         $  2,223,162   $  2,308,210
                                          ===========    ===========
  LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate            $     39,804   $     26,725

Partners' capital:
 Limited partners (7,988 interests)         2,161,175      2,258,321
 Managing general partner                      22,183         23,164
                                          -----------    -----------
                                            2,183,358      2,281,485
                                          -----------    -----------
                                         $  2,223,162   $  2,308,210
                                          ===========    ===========

   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.

                                 2
<PAGE>   3
                       PARKER & PARSLEY 85-B, LTD.
                      (A Texas Limited Partnership)
                        STATEMENTS OF OPERATIONS
                               (Unaudited)

                          Three months ended        Six months ended
                               June 30,                  June 30,
                          1995         1994         1995         1994
                       ----------   ----------   ----------   ----------
Revenues:
 Oil and gas sales     $  132,573   $  135,685   $  262,016   $  253,806
 Interest income            1,025          529        1,860          764
 Salvage income on
  abandoned property        8,193           -         8,193           -
 Salvage income from
  equipment disposal        7,557           -        11,137           -
                        ---------    ---------    ---------    ---------
     Total revenues       149,348      136,214      283,206      254,570
Costs and expenses:
 Production costs          63,276       73,524      131,359      144,880
 General and adminis-
  trative expenses          3,977        4,071        7,860        7,614
 Depletion                 49,179       38,524      105,584       86,154
 Abandoned property
  costs                     9,720           -        12,736           -
                        ---------    ---------    ---------    ---------
     Total costs
      and expenses        126,152      116,119      257,539      238,648
                        ---------    ---------    ---------    ---------
Net income             $   23,196   $   20,095   $   25,667   $   15,922
                        =========    =========    =========    =========
Allocation of net
 income:
  Managing general
   partner             $      232   $      201   $      257   $      159
                        =========    =========    =========    =========
  Limited partners     $   22,964   $   19,894   $   25,410   $   15,763
                        =========    =========    =========    =========
Net income per limited
 partnership interest  $     2.87   $     2.49   $     3.18   $     1.97
                        =========    =========    =========    =========
Distributions per
 limited partnership
 interest              $     7.58   $     7.20   $    15.34   $    12.98
                        =========    =========    =========    =========
   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>   4
                      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                     (1,047)     (103,670)     (104,717)

Net income                           159        15,763        15,922
                              ----------    ----------    ----------
Balance at June 30, 1994     $    25,442   $ 2,483,864   $ 2,509,306
                              ==========    ==========    ==========


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

Distributions                     (1,238)     (122,556)     (123,794)

Net income                           257        25,410        25,667
                              ----------    ----------    ----------
Balance at June 30, 1995     $    22,183   $ 2,161,175   $ 2,183,358
                              ==========    ==========    ==========











   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>   5
                     PARKER & PARSLEY 85-B, LTD.
                    (A Texas Limited Partnership)
                       STATEMENTS OF CASH FLOWS
                              (Unaudited)
                                                Six months ended
                                                    June 30,
                                               1995          1994
                                            ----------    ----------
Cash flows from operating activities:
 Net income                                 $   25,667    $   15,922
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depletion                                   105,584        86,154
   Salvage income on abandoned property         (8,193)           -
   Salvage income from equipment disposal      (11,137)           -  
 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable     4,155        (7,870)
  Increase in accounts payable                  12,433         6,803
                                             ---------     ---------
     Net cash provided by operating
      activities                               128,509       101,009

Cash flows from investing activities:
 Proceeds from salvage income on abandoned
  property                                         585            -
 Proceeds from salvage income on equipment
  disposal                                      11,137            -
 Disposals to oil and gas properties             8,347         2,164
                                             ---------     ---------
     Net cash provided by investing
      activities                                20,069         2,164

Cash flows from financing activities:
 Cash distributions to partners               (123,794)     (104,717)
                                             ---------     ---------
Net increase (decrease) in cash and
 cash equivalents                               24,784        (1,544)
Cash and cash equivalents at beginning
 of period                                      52,163        54,243
                                             ---------     ---------
Cash and cash equivalents at end of period  $   76,947    $   52,699
                                             =========     =========
   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>   6
                        PARKER & PARSLEY 85-B, LTD.
                       (A Texas Limited Partnership)

                       NOTES TO FINANCIAL STATEMENTS
                               June 30, 1995
                                (Unaudited)


NOTE 1.

In the opinion of management, the unaudited financial statements as of
June 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 six
months ended June 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,  



                                  6
<PAGE>   7
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.  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 is
currently scheduled for April 1996, and assuming a successful defense,
upon payment of the costs associated with the litigation, a second
distribution will be made consisting of the balance of the settlement
funds, including any accrued interest.

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").  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.  PPDC was merged into PPDLP on January 1, 1995.  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 L.P., 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 $6,751,455 in various
prospects that were drilled in Texas.  At June 30, 1995, the Registrant
had 18 producing oil wells, one well was converted to a saltwater
disposal well during 1987 and three wells were plugged and abandoned;
one in 1989, one in 1992 and one in 1995.





                                   7
<PAGE>   8
Results of Operations

Six months ended June 30, 1995 compared with six months ended
  June 30, 1994

Revenues:

The Registrant's oil and gas revenues increased to $262,016 from
$253,806 for the six months ended June 30, 1995 and 1994, respectively,
an increase of 3%.  The increase in revenues resulted from increases in
the average prices received per barrel of oil and mcf of gas, offset by
an 8% decrease in barrels of oil produced and sold and a 9% decrease in
mcf of gas produced and sold.  For the six months ended June 30, 1995,
10,695 barrels of oil were sold compared to 11,656 for the same period
in 1994, a decrease of 961 barrels.  For the six months ended June 30,
1995, 39,081 mcf of gas were sold compared to 42,752 for the same period
in 1994, a decrease of 3,671 mcf.  The decreases in production volumes
were primarily 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 $2.59 from $15.39
for the six months ended June 30, 1994 to $17.98 for the same period in
1995 while the average price received per mcf of gas increased from
$1.74 during the six months ended June 30, 1994 to $1.78 in 1995.  The
market price for oil and gas has been extremely volatile in the past
decade, and management expects a certain amount of volatility to
continue in the foreseeable future.  The Registrant may therefore sell
its future oil and gas production at average prices lower or higher than
that received during the six months ended June 30, 1995.

Salvage income on abandoned property was recognized during the six
months ended June 30, 1995, resulting from $8,193 in proceeds received
from equipment salvage on the abandonment of one fully depleted well. 
Salvage income received from equipment disposals of $11,137 during the
six months ended June 30, 1995 was derived from equipment credits
received on wells that were plugged and abandoned in prior years. 
Abandoned property costs totaled $12,736 for the six months ended June
30, 1995.  These costs were incurred to plug and abandon one
uneconomical well.  There was no abandonment activity during the six
months ended June 30, 1994.




                                   8
<PAGE>   9
Costs and Expenses:

Total costs and expenses increased to $257,539 for the six months ended
June 30, 1995 as compared to $238,648 for the same period in 1994, an
increase of $18,891, or 8%.  This increase was due to increases in
general and administrative expenses ("G&A"), depletion and abandoned
property costs, offset by a decline in production costs.

Production costs were $131,359 for the six months ended June 30, 1995
and $144,880 for the same period in 1994 resulting in a $13,521
decrease, or 9%.  The decrease was attributable to declines in ad
valorem taxes and 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, 3% from $7,614 for the
six months ended June 30, 1994 to $7,860 for the same period in 1995. 
The Partnership agreement limits G&A to 3% of gross oil and gas
revenues.

Depletion was $105,584 for the six months ended June 30, 1995 compared
to $86,154 for the same period in 1994.  This represented an increase in
depletion of $19,430, or 23%.  Depletion was calculated on a 
property-by-property basis utilizing the unit-of-production method based 
upon the dominant mineral produced, generally oil, and using oil prices 
in effect at the end of the respective quarter.  Oil production decreased 
961 barrels for the six months ended June 30, 1995 from the same period
in 1994.  Depletion expense for the six months ended June 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
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.

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 



                                   9
<PAGE>   10
fraudulently concealed the shorting practice from the managing general
partner.  The May 25, 1993 settlement agreement called for a payment of
$115 million in cash by the defendants.  PPDLP received the funds,
deducted incurred legal expenses, accrued interest, determined the
general partner's portion of the funds and calculated any 
inter-partnership allocations.  A distribution of $91,000,000 was made 
to the working interest owners, including the Registrant, on July 30, 
1993.  The limited partners received their distribution of $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.  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 is
currently scheduled for April 1996 and, assuming a successful defense,
upon payment of the costs associated with the litigation, a second
distribution will be made consisting of the balance of the settlement
funds, including any accrued interest.

Three months ended June 30, 1995 compared with three months ended 
  June 30, 1994

Revenues:

The Registrant's oil and gas revenues decreased to $132,573 from
$135,685 for the three months ended June 30, 1995 and 1994,
respectively.  The decline in revenues resulted from a 7% decrease in
barrels of oil produced and sold, a 9% decrease in mcf of gas produced
and sold and a decline in the average price received per mcf of gas,
offset by an increase in the average price received per barrel of oil. 
For the three months ended June 30, 1995, 5,398 barrels of oil were sold
compared to 5,824 for the same period in 1994, a decrease of 426
barrels.  For the three months ended June 30, 1995, 20,057 mcf of gas
were sold compared to 21,932 for the same period in 1994, a decrease of
1,875 mcf.  The decreases were primarily due to the decline
characteristics of the Registrant's oil and gas properties.  




                                   10
<PAGE>   11
The average price received per barrel of oil increased $1.37 from $17.08
for the three months ended June 30, 1994 to $18.45 for the same period
in 1995 while the average price received per mcf of gas decreased
slightly from $1.65 during the three months ended June 30, 1994 to $1.64
for the same period in 1995.

Salvage income on abandoned property was recognized during the three
months ended June 30, 1995, resulting from $8,193 in proceeds received
from equipment salvage on the abandonment of one fully depleted well. 
Salvage income received from equipment disposals of $7,557 during the
three months ended June 30, 1995 was derived from equipment credits
received on wells that were plugged and abandoned in prior years. 
Abandoned property costs totaled $9,720 for the three months ended June
30, 1995.  These costs were incurred to plug and abandon one
uneconomical well.  There was no abandonment activity during the same
period in 1994.

Costs and Expenses:

Total costs and expenses increased to $126,152 for the three months
ended June 30, 1995 as compared to $116,119 for the same period in 1994,
an increase of $10,033, or 9%.  This increase was due to increases in
depletion and abandoned property costs, offset by declines in production
costs and G&A.

Production costs were $63,276 for the three months ended June 30, 1995
and $73,524 for the same period in 1994 resulting in a $10,248 decrease,
or 14%.  The decrease was primarily the result of declines in ad valorem
taxes and 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 from $4,071 for the three months ended
June 30, 1994 to $3,977 for the same period in 1995.

Depletion was $49,179 for the three months ended June 30, 1995 compared
to $38,524 for the same period in 1994.  This represented an increase in
depletion of $10,655, or 28%.  Depletion was calculated on a 
property-by-property basis utilizing the unit-of-production method based 
upon the dominant mineral produced, generally oil, and using oil prices 
in effect at the end of the respective quarter.  Oil production decreased 
426 barrels for the three months ended June 30, 1995 from the same period 
in 1994.  Depletion expense for the three months ended June 30, 1995 was
calculated based on reserves computed utilizing an oil price of $16.62 


                                   11
<PAGE>   12
per barrel.  Comparatively, depletion expense for the three months ended
June 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 increased to $128,509 during
the six months ended June 30, 1995, a 27% increase from the same period
ended June 30, 1994.  This increase was due to an increase in oil and
gas sales and decreases in production costs and G&A, offset by an
increase in abandoned property costs.  The increase in oil and gas sales
was primarily due to an increase in the average price received per
barrel of oil.  The decline in production costs was due to a decrease in
well repair and maintenance costs.  G&A decreased due to less allocated
expense by the managing general partner. Abandoned property costs
increased due to the plugging and abandonment of one well during the six
months ended June 30, 1995 compared to no abandonment activity during
the same period in 1994.

Net Cash Provided by Investing Activities

The Registrant's principal investing activities during the six months
ended June 30, 1995 resulted in proceeds received of $11,137, derived
from the sale of oil and gas equipment on wells abandoned in prior
years.  In addition, proceeds of $8,347 were received from the disposal
of equipment on active properties, while $585 in proceeds were received
from the salvage of equipment on one well abandoned during the six
months ended June 30, 1995.

Net Cash Used in Financing Activities

Cash was sufficient for the six months ended June 30, 1995 to cover
distributions to the partners of $123,794 of which $122,556 was
distributed to the limited partners and $1,238 to the managing general
partner.  For the same period ended June 30, 1994, cash was sufficient
for distributions to the partners of $104,717 of which $103,670 was
distributed to the limited partners and $1,047 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.


                                   12
<PAGE>   13
Accounting Standard on Impairment of Long-Lived Assets

In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121 - Accounting for Impairment of
Long-lived Assets and for Long-lived Assets to Be Disposed Of ("FAS
121") regarding the impairment of long-lived assets, identifiable
intangibles and goodwill related to those assets.  FAS 121 is effective
for financial statements for fiscal years beginning after December 15,
1995, although earlier adoption is encouraged.  The application of FAS
121 to oil and gas companies utilizing the successful efforts method
(such as the Registrant) will require periodic determination of whether
the book value of long-lived assets exceeds the future cash flows
expected to result from the use of such assets and, if so, will require
reduction of the carrying amount of the "impaired" assets to their
estimated fair values.  There is currently a great deal of uncertainty
as to how FAS 121 will apply to oil and gas companies using the
successful efforts method, including uncertainty regarding the
determination of expected future cash flows from the relevant assets
and, if an impairment is determined to exist, their estimated fair
value.  There is also uncertainty regarding the level at which the test
might be applied.  Given this uncertainty, the Registrant is currently
unable to estimate the effect that FAS 121 will have on the Registrant's
results of operations for the period in which it is adopted.


                     PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

On May 25, 1993, a final settlement agreement was negotiated, drafted
and finally executed, ending litigation which had begun on September 5,
1989, when the Registrant filed suit along with other parties against
Dresser Industries, Inc.; Titan Services, Inc.; BJ-Titan Services
Company; BJ-Hughes Holding Company; Hughes Tool Company; Baker Hughes
Production Tools, Inc.; and Baker Hughes Incorporated alleging that the
defendants had intentionally failed to provide the materials and
services ordered and paid for by the Registrant and other parties in
connection with the fracturing and acidizing of 523 wells, and then
fraudulently concealed the shorting practice from PPDLP.  The May 25,
1993 settlement agreement called for a payment of $115 million in cash
by the defendants.  PPDLP received the funds, deducted incurred legal
expenses, accrued interest, determined the general partner's portion of
the funds and calculated any inter-partnership allocations.  A
distribution of $91,000,000 was made to the working interest owners, 



                                   13
<PAGE>   14
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.  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 is
currently scheduled for April 1996 and, assuming a successful defense,
upon payment of the costs associated with the litigation, a second
distribution will be made consisting of the balance of the settlement
funds, including any accrued interest.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - none

(b)  Reports on Form 8-K - none






















                                  14
<PAGE>   15
                       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:  August 9, 1995    By:  /s/ Steven L. Beal
                             ---------------------------------------
                                 Steven L. Beal, Senior Vice
                                  President and Chief Financial
                                  Officer of PPUSA


















                                   15
<PAGE>   16

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791231
<NAME> 85B.FDS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          76,947
<SECURITIES>                                         0
<RECEIVABLES>                                   48,037
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