PARKER & PARSLEY 85-B 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. 2-99079B


                           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>



                           PARKER & PARSLEY 85-B, 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
 $71,998 at June 30 and $70,513 at
  December 31                                   $     72,173   $     77,485
 Accounts receivable - oil and gas sales              78,934         52,174
                                                 -----------    -----------
     Total current assets                            151,107        129,659

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                            5,299,555      5,588,219
  Accumulated depletion                           (3,581,227)    (3,804,386)
                                                 -----------    -----------
     Net oil and gas properties                    1,718,328      1,783,833
                                                 -----------    -----------
                                                $  1,869,435   $  1,913,492
                                                 ===========    ===========
  LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate                   $     20,819   $     36,584

Partners' capital:
 Limited partners (7,988 interests)                1,829,781      1,857,790
 Managing general partner                             18,835         19,118
                                                 -----------    -----------
                                                   1,848,616      1,876,908
                                                 -----------    -----------
                                                $  1,869,435   $  1,913,492
                                                 ===========    ===========

         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-B, 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          $  146,660   $  132,573   $  277,562   $  262,016
 Interest income                 1,111        1,025        2,060        1,860
 Gain on abandonment            22,511        8,193       22,511        8,193
 Salvage income from
  equipment disposal                -         7,557           -        11,137
 Litigation settlement          62,948           -        62,948           -
                             ---------    ---------    ---------    ---------
     Total revenues            233,230      149,348      365,081      283,206
Costs and expenses:
 Production costs               60,980       63,276      126,186      131,359
 General and adminis-
  trative expenses               4,400        3,977        8,327        7,860
 Depletion                      31,889       49,179       65,525      105,584
 Abandoned property
  costs                          8,550        9,720        8,550       12,736
                             ---------    ---------    ---------    ---------
     Total costs
      and expenses             105,819      126,152      208,588      257,539
                             ---------    ---------    ---------    ---------
Net income                  $  127,411   $   23,196   $  156,493   $   25,667
                             =========    =========    =========    =========
Allocation of net
 income:
  Managing general
   partner                  $    1,274   $      232   $    1,565   $      257
                             =========    =========    =========    =========
  Limited partners          $  126,137   $   22,964   $  154,928   $   25,410
                             =========    =========    =========    =========
Net income per limited
 partnership interest       $    15.80   $     2.87   $    19.40   $     3.18
                             =========    =========    =========    =========
Distributions per
 limited partnership
 interest                   $    16.40   $     7.58   $    22.90   $    15.34
                             =========    =========    =========    =========

         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-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)



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

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
                                      ==========    ==========    ==========


Balance at January 1, 1996           $    19,118   $ 1,857,790   $ 1,876,908

Distributions                             (1,848)     (182,937)     (184,785)

Net income                                 1,565       154,928       156,493
                                      ----------    ----------    ----------
Balance at June 30, 1996             $    18,835   $ 1,829,781   $ 1,848,616
                                      ==========    ==========    ==========






         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-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Six months ended
                                                            June 30,
                                                       1996          1995
                                                    ----------    ----------
Cash flows from operating activities:
 Net income                                         $  156,493    $   25,667
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depletion                                            65,525       105,584
   Gain on abandonment                                 (22,511)       (8,193)
   Salvage income from equipment disposal                   -        (11,137)
 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable           (26,760)        4,155
  Increase in accounts payable                           3,963        12,433
                                                     ---------     ---------
     Net cash provided by operating
      activities                                       176,710       128,509

Cash flows from investing activities:
 (Additions) disposals of oil and gas
  properties                                            (3,524)        8,347
 Proceeds from equipment salvage on
  abandoned property                                     6,287           585
 Proceeds from salvage income on equipment
  disposal                                                  -         11,137
                                                     ---------     ---------
     Net cash provided by investing
      activities                                         2,763        20,069

Cash flows from financing activities:
 Cash distributions to partners                       (184,785)     (123,794)
                                                     ---------     ---------
Net increase (decrease) in cash and
 cash equivalents                                       (5,312)       24,784
Cash and cash equivalents at beginning
 of period                                              77,485        52,163
                                                     ---------     ---------
Cash and cash equivalents at end of period          $   72,173    $   76,947
                                                     =========     =========

         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-B, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)


NOTE 1.

Parker  &  Parsley  85-B,  L.P.  (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 of operations 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

                                        6

<PAGE>



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  $650,092,  or $81.38  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

                                        7

<PAGE>



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 $62,318 to the limited  partners,  or
$7.80 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  increased to $277,562 from $262,016 for
the six months  ended June 30, 1996 and 1995,  respectively,  an increase of 6%.
The increase in revenues resulted from higher average prices received per barrel
of oil and mcf of gas,  offset by an 11% 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, 1996,  9,501  barrels of oil were sold  compared to 10,695 for the same
period in 1995, a decrease of 1,194  barrels.  For the six months ended June 30,
1996,  35,634 mcf of gas were sold  compared  to 39,081  for the same  period in
1995,  a  decrease  of 3,447 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.

                                        8

<PAGE>




The average  price  received per barrel of oil  increased  $2.56,  or 14%,  from
$17.98 for the six months  ended June 30,  1995 to $20.54 for the same period in
1996 while the average  price  received per mcf of gas  increased 30% from $1.78
during the six months ended June 30, 1995 to $2.31 in 1996. The market price for
oil and gas has been  extremely  volatile  in the past  decade,  and  management
expects a certain  amount of volatility to continue in the  foreseeable  future.
The  Registrant  may therefore sell its future oil and gas production at average
prices lower or higher than that  received  during the six months ended June 30,
1996.

A gain on abandonment of $22,511 was recognized during the six months ended June
30,  1996.  This  gain  was  derived  from  equipment  credits  received  on the
abandonment  of one fully depleted well. For the six months ended June 30, 1995,
a gain of  $8,193  was also the  result of  equipment  credits  received  on the
abandonment of one fully depleted well. Abandoned property costs totaling $8,550
and  $12,736  were  incurred  for the six  months  ended  June 30 1996 and 1995,
respectively.

Salvage income from equipment disposals of $11,137,  during the six months ended
June 30, 1995,  consisted of equipment  credits  received on one fully  depleted
well and on one well abandoned in a previous year.

Costs and Expenses:

Total costs and expenses decreased to $208,588 for the six months ended June 30,
1996 as compared to $257,539 for the same period in 1995, a decrease of $48,951,
or 19%.  This decrease was due to declines in  production  costs,  depletion and
abandoned  property costs,  offset by an increase in general and  administrative
expenses ("G&A").

Production  costs  were  $126,186  for the six months  ended  June 30,  1996 and
$131,359 for the same period in 1995 resulting in a $5,173 decrease,  or 4%. 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,  6% from $7,860 for the six months ended
June 30, 1995 to $8,327 for the same period in 1996. The  Partnership  agreement
limits G&A to 3% of gross oil and gas revenues.

Depletion  was  $65,525  for the six months  ended  June 30,  1996  compared  to
$105,584 for the same period in 1995.  This  represented a decrease in depletion
of $40,059, or 38%, primarily  attributable to the adoption of the provisions of
Statement  of  Financial  Accounting   Standards  No. 121,  "Accounting  for the

                                        9

<PAGE>



Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("FAS  121")  effective  the  fourth  quarter of 1995 and the  reduction  of net
depletable  basis resulting from the charge taken upon such adoption.  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  1,194  barrels  for the six months  ended June 30, 1996 from the same
period in 1995,  while oil  reserves  of barrels  were  revised  upward by 1,799
barrels.

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  $650,092,  or $81.38  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"),

                                       10

<PAGE>



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 $62,318 to the limited  partners,  or
$7.80 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 $146,660 from $132,573 for
the three  months  ended June 30, 1996 and 1995,  respectively.  The increase in
revenues  resulted from an increase in the average prices received per barrel of
oil and mcf of gas, offset by a 13% decrease in barrels of oil produced and sold
and a 9% decrease in mcf of gas  produced  and sold.  For the three months ended
June 30,  1996,  4,713  barrels of oil were sold  compared to 5,398 for the same
period in 1995, a decrease of 685  barrels.  For the three months ended June 30,
1996,  18,293 mcf of gas were sold  compared  to 20,057  for the same  period in
1995, a decrease of 1,764 mcf. The decreases  were  primarily due to the decline
characteristics of the Registrant's oil and gas properties.

The average  price  received per barrel of oil  increased  $3.33,  or 18%,  from
$18.45 for the three months ended June 30, 1995 to $21.78 for the same period in
1996 while the average  price  received per mcf of gas  increased 47% from $1.64
during  the three  months  ended June 30,  1995 to $2.41 for the same  period in
1996.

A gain on abandonment  of $22,511 was  recognized  during the three months ended
June 30, 1996.  This gain was derived  from  equipment  credits  received on the
abandonment  of one fully  depleted  well.  For the three  months ended June 30,
1995, a gain of $8,193 was also the result of equipment  credits received on the
abandonment of one fully depleted well. Abandoned property costs totaling $8,550
and  $9,720  were  incurred  for the three  months  ended June 30 1996 and 1995,
respectively.

Salvage income from equipment  disposals of $7,557 during the three months ended
June 30, 1995 consisted of equipment credits received on one fully depleted well
and on one well abandoned in a previous year.

Costs and Expenses:

Total costs and  expenses  decreased to $105,819 for the three months ended June
30,  1996 as compared  to  $126,152  for the same period in 1995,  a decrease of
$20,333,  or  16%.  This  decrease  was due to  declines  in  production  costs,
depletion and abandoned property costs, offset by an increase in G&A.


                                       12

<PAGE>



Production  costs were  $60,980  for the three  months  ended June 30,  1996 and
$63,276 for the same period in 1995 resulting in a $2,296  decrease,  or 4%. The
decrease  was the result of  declines  in ad valorem  taxes and well  repair and
maintenance costs, offset by an increase in production taxes.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A  increased  from $3,977 for the three months ended June 30, 1995 to
$4,400 for the same period in 1996, an increase of $423, or 11%.

Depletion  was $31,889  for the three  months  ended June 30,  1996  compared to
$49,179 for the same period in 1995. This represented a decrease in depletion of
$17,290, or 35%, primarily attributable to the adoption of FAS 121 effective the
fourth quarter of 1995, as discussed  previously.  Oil production  decreased 685
barrels for the three months ended June 30, 1996 from the same period in 1995.

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 $48,201 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, and an offsetting decline in oil and gas sales collected.

Net Cash Provided by Investing Activities

The  Registrant's  investing  activities  for the six months ended June 30, 1996
included  expenditures  related to equipment  replacement on several oil and gas
properties.  For the six months ended June 30, 1995, proceeds were received from
the disposal of oil and gas equipment on active properties.

Proceeds were  received  from the salvage of equipment on  properties  abandoned
during the six months ended June 30, 1996 and 1995. For the same period in 1995,
equipment was sold on one fully  depleted well and one well abandoned in a prior
year.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $184,785 of which $182,937 was  distributed to
the limited partners and $1,848 to the managing  general  partner.  For the same
period  ended  June 30, 1995,  cash  was  sufficient  for  distributions  to the

                                       13

<PAGE>



partners of $123,794 of which $122,556 was  distributed to the limited  partners
and $1,238 to the managing general partner.

Cash distributions to the partners of $184,785 for the six months ended June 30,
1996 included  $62,318 to the limited  partners and $630 to the managing general
partner,  resulting  from  proceeds  received in the  litigation  settlement  as
discussed in Note 3.

It is expected  that future net cash  provided by operating  activities  will be
sufficient for any capital expenditures and any distributions. As the production
from the properties declines, distributions are also expected to decrease.

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

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


                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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



                                       14

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


                                       15

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791231
<NAME> 85B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          72,173
<SECURITIES>                                         0
<RECEIVABLES>                                   78,934
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               151,107
<PP&E>                                       5,299,555
<DEPRECIATION>                               3,581,227
<TOTAL-ASSETS>                               1,869,435
<CURRENT-LIABILITIES>                           20,819
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,848,616
<TOTAL-LIABILITY-AND-EQUITY>                 1,869,435
<SALES>                                        277,562
<TOTAL-REVENUES>                               365,081
<CGS>                                                0
<TOTAL-COSTS>                                  208,588
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                156,493
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            156,493
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   156,493
<EPS-PRIMARY>                                    19.40
<EPS-DILUTED>                                        0
        

</TABLE>


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