PARKER & PARSLEY 85-B LTD
10-Q, 1996-11-12
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


     / x /       Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 1996

                                       or

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

                          Commission File No. 2-99079B

                           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 14 pages.
                             -There are no exhibits-


<PAGE>



                           PARKER & PARSLEY 85-B, LTD.

                                TABLE OF CONTENTS


                                                                       Page
                          Part I. Financial Information

Item 1.   Financial Statements

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

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

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

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

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

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


                           Part II. Other Information

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


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




                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS

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

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $78,880 at September 30
     and $70,513 at December 31                    $   101,852     $    77,485
  Accounts receivable - oil and gas sales               59,995          52,174
                                                    ----------      ----------
           Total current assets                        161,847         129,659
                                                    ----------      ----------

Oil and gas properties - at cost, based on the
  successful efforts accounting method               5,299,877       5,588,219
     Accumulated depletion                          (3,611,186)     (3,804,386)
                                                    ----------      ----------
           Net oil and gas properties                1,688,691       1,783,833
                                                    ----------      ----------
                                                   $ 1,850,538     $ 1,913,492
                                                    ==========      ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                          29,814          36,584

Partners' capital:
  Limited partners (7,988 interests)                 1,802,168       1,857,790
  Managing general partner                              18,556          19,118
                                                    ----------      ----------
                                                     1,820,724       1,876,908
                                                    ----------      ----------
                                                   $ 1,850,538     $ 1,913,492
                                                    ==========      ==========


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

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

                                        3

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                  Three months ended        Nine months ended
                                     September 30,             September 30,
                               ----------------------    ----------------------
                                  1996         1995         1996         1995
                               ---------    ---------    ---------    ---------
Revenues:
  Oil and gas                  $ 144,348    $ 111,422    $ 421,910    $ 373,438
  Interest                         1,261        1,195        3,321        3,055
  Gain on abandoned property         -          8,510       22,511       16,703
  Litigation settlement              -            -         62,948          -
  Salvage income from
    equipment disposal               -            -            -         11,137
                                --------     --------     --------     --------

                                 145,609      121,127      510,690      404,333
                                --------     --------     --------     --------
Costs and expenses:
  Oil and gas production          63,885       55,670      190,071      187,029
  General and administrative       4,330        3,343       12,657       11,203
  Depletion                       29,959       37,015       95,484      142,599
  Abandoned property               1,095        6,242        9,645       18,978
                                --------     --------     --------     --------

                                  99,269      102,270      307,857      359,809
                                --------     --------     --------     --------

Net income                     $  46,340    $  18,857    $ 202,833    $  44,524
                                ========     ========     ========     ========
Allocation of net income:
  Managing general partner     $     463    $     188    $   2,028    $     445
                                ========     ========     ========     ========

  Limited partners             $  45,877    $  18,669    $ 200,805    $  44,079
                                ========     ========     ========     ========
Net income per limited
  partnership interest         $    5.74    $    2.34    $   25.14    $    5.52
                                ========     ========     ========     ========
Distributions per limited
  partnership interest         $    9.20    $    6.51    $   32.10    $   21.85
                                ========     ========     ========     ========

         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)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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

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

    Distributions                       (2,590)       (256,427)       (259,017)

    Net income                           2,028         200,805         202,833
                                      --------      ----------      ----------

Balance at September 30, 1996        $  18,556     $ 1,802,168     $ 1,820,724
                                      ========      ==========      ==========




         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)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

  Net income                                          $ 202,833    $  44,524
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                          95,484      142,599
      Gain on abandoned property                        (22,511)     (16,703)
      Salvage income from equipment disposal                -        (11,137)
  Changes in assets and liabilities:
      Increase in accounts receivable                    (7,821)     (11,680)
      Increase (decrease) in accounts payable            (7,091)      19,580
                                                       --------     --------
        Net cash provided by operating activities       260,894      167,183
                                                       --------     --------

Cash flows from investing activities:

  Disposals of oil and gas properties                    16,203          739
  Proceeds from equipment salvage on abandoned
    property                                              6,287        5,559
  Proceeds from salvage income on equipment
    disposals                                                -         11,137
                                                       --------     --------
        Net cash provided by investing activities        22,490       17,435
                                                       --------     --------

Cash flows from financing activities:

  Cash distributions to partners                       (259,017)    (176,308)
                                                       --------     --------

Net increase in cash and cash equivalents                24,367        8,310
Cash and cash equivalents at beginning of period         77,485       52,163
                                                       --------     --------
Cash and cash equivalents at end of period            $ 101,852    $  60,473
                                                       ========     ========

         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Unaudited)

Note 1.

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

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

Note 2.

In the opinion of management, the Registrant's unaudited financial statements as
of September 30, 1996 and for the three and nine months ended September 30, 1996
and  1995  include  all  adjustments  and  accruals  consisting  only of  normal
recurring accrual adjustments which are necessary for a fair presentation of the
results for the  interim  period.  These  interim  results  are not  necessarily
indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained  in the  Registrant's  Report on Form 10-K for the year ended
December 31, 1995, as filed with the Securities and Exchange Commission,  a copy
of which is  available  upon  request by writing to Steven L. Beal,  Senior Vice
President, 303 West Wall, Suite 101, Midland, Texas 79701.

Note 3.

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

                                        7

<PAGE>



On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered  into with  Southmark  Corporation  in August 1988 in which he allegedly
binds the Registrant and the other  defendants,  as well as Southmark.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

A distribution of $91,000,000 was made to the working interest owners, including
the  Registrant,   on  July  30,  1993.  The  limited  partners  received  their
distribution  of  $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
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  On June  28,  1996,  final  distribution  was  made to the  working
interest owners, including $62,318, or $7.80 per limited partnership interest to
the Registrant and its partners.
                                        8

<PAGE>



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

Results of Operations

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

Revenues:

The  Registrant's  oil and gas revenues  increased to $421,910 from $373,438 for
the nine months ended September 30, 1996 and 1995, respectively,  an increase of
13%. The increase in revenues  resulted from higher average prices  received per
barrel of oil and mcf of gas, offset by a 7% decrease in barrels of oil produced
and sold and an 8% decrease in mcf of gas produced and sold. For the nine months
ended September 30, 1996, 14,370 barrels of oil were sold compared to 15,490 for
the same period in 1995, a decrease of 1,120 barrels.  For the nine months ended
September 30, 1996,  54,614 mcf of gas were sold compared to 59,066 for the same
period in 1995, a decrease of 4,452 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.

The average  price  received per barrel of oil  increased  $3.29,  or 19%,  from
$17.61  for the nine  months  ended  September  30,  1995 to $20.90 for the same
period in 1996 while the average  price  received per mcf of gas  increased  31%
from $1.70 during the nine months ended September 30, 1995 to $2.23 in 1996. The
market price for oil and gas has been extremely volatile in the past decade, and
management expects a certain amount of volatility in the foreseeable future. The
Registrant  may  therefore  sell its  future oil and gas  production  at average
prices lower or higher than that received during the nine months ended September
30, 1996.

A gain on  abandonment  of $22,511 was  recognized  during the nine months ended
September 30, 1996. This gain was derived from equipment credits received on the
abandonment of one fully depleted well. For the nine months ended  September 30,
1995, a gain of $16,703 was also the result of equipment credits received on the
abandonment of one fully depleted well.  Abandoned  property costs of $9,645 and
$18,978 were  incurred for the nine months  ended  September  30, 1996 and 1995,
respectively.

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

Costs and Expenses:

Total  costs and  expenses  decreased  to  $307,857  for the nine  months  ended
September  30,  1996 as compared  to  $359,809  for the same  period in 1995,  a
decrease of $51,952,  or 14%.  This  decrease was due to reductions in depletion
and  abandoned  property  costs,  offset by  increases in  production  costs and
general and administrative expenses ("G&A").

                                        9

<PAGE>




Production  costs were $190,071 for the nine months ended September 30, 1996 and
$187,029 for the same period in 1995 resulting in a $3,042 increase,  or 2%. The
increase was primarily due to additional production taxes due to the increase in
oil and gas sales.

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,  13% from $11,203 for the nine months ended
September  30,  1995 to $12,657  for the same  period in 1996.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion  was $95,484 for the nine months ended  September 30, 1996 compared to
$142,599  for the same period in 1995,  representing  a decrease of $47,115,  or
33%. This decrease was primarily  attributable to the following  factors:  (i) a
reduction  in the  Registrant's  net  depletable  basis  from  charges  taken in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of",  (ii) a reduction in oil  production  of 1,120  barrels for the nine months
ended  September  30, 1996 as compared to the same period in 1995,  and (iii) an
increase in oil and gas reserves during the third quarter of 1996 as a result of
higher commodity prices.

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

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered  into with  Southmark  Corporation  in August 1988 in which he allegedly
binds the Registrant and the other  defendants,  as well as Southmark.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

A distribution of $91,000,000 was made to the working interest owners, including
the  Registrant,   on  July  30,  1993.  The  limited  partners  received  their
distribution  of  $650,092,  or $81.38  per  limited  partnership  interest,  in

                                       10

<PAGE>



September 1993. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

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

On September  20,  1995,  the Beaumont  trial judge  entered a summary  judgment
against Southmark for the $13,790,000  contingent fee sought by Price,  together
with prejudgment  interest,  and also awarded Price an additional  $5,498,525 in
attorneys'  fees. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  On June 28,  1996,  a final  distribution  was made to the  working
interest owners, including $62,318, or $7.80 per limited partnership interest to
the Registrant and its partners.

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

Revenues:

The  Registrant's  oil and gas revenues  increased to $144,348 from $111,422 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
$32,926, or 30%. The increase in revenues resulted from a 2% increase in barrels
of oil produced and sold and higher  average  prices  received per barrel of oil
and mcf of gas,  offset by a 5% decline in the mcf of gas produced and sold. For
the three  months  ended  September  30,  1996,  4,869  barrels of oil were sold
compared  to 4,795  for the same  period in 1995,  an  increase  of 74  barrels,

                                       11

<PAGE>



resulting from operational  changes on several wells. For the three months ended
September 30, 1996,  18,980 mcf of gas were sold compared to 19,985 for the same
period in 1995,  a decrease of 1,005 mcf.  This  decrease was due to the decline
characteristics of the Registrant's oil and gas properties.

The average  price  received per barrel of oil  increased  $4.80,  or 29%,  from
$16.79 for the three  months  ended  September  30,  1995 to $21.59 for the same
period in 1996 while the average  price  received per mcf of gas  increased  34%
from $1.55 for the three months ended  September  30, 1995 to $2.07 for the same
period in 1996.

A gain of $8,510 on abandoned  property was  recognized  during the three months
ended  September  30, 1995,  resulting  from proceeds  received  from  equipment
credits on the abandonment of one fully depleted well.  Abandoned property costs
totaled $6,242 for the three months ended  September 30, 1995 and $1,095 for the
same period in 1996.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $99,269  for the three  months  ended
September  30,  1996 as compared  to  $102,270  for the same  period in 1995,  a
decrease of $3,001,  or 3%. This  decrease was due to declines in depletion  and
abandoned property costs, offset by increases in production costs and G&A.

Production  costs were $63,885 for the three months ended September 30, 1996 and
$55,670 for the same period in 1995,  resulting in an $8,215  increase,  or 15%.
The  increase  was  attributable  to an increase in well repair and  maintenance
costs and additional production taxes due to the increase in oil and gas sales.

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,  30% from $3,343 for the three months ended
September 30, 1995 to $4,330 for the same period in 1996.

Depletion was $29,959 for the three months ended  September 30, 1996 compared to
$37,015 for the same period in 1995. This represented a decrease in depletion of
$7,056, or 19%,  primarily  attributable to the increase in oil and gas reserves
during the third  quarter  of 1996,  as  discussed  previously.  Oil  production
increased 74 barrels for the three months ended September 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  $93,711  during the nine
months ended  September 30, 1996 from the same period in 1995. This increase was
due to the receipt of proceeds  from the  litigation  settlement as discussed in
Note 3 and  increased  oil and gas sales,  offset by an increase  in  production
costs paid.

                                       12

<PAGE>



Net Cash Provided by Investing Activities

The Registrant  received $16,203 and $739 during the nine months ended September
30, 1996 and 1995,  respectively,  from the disposal of oil and gas equipment on
active properties.

Proceeds of $6,287 and $5,559 were  received  from the salvage of  equipment  on
properties  abandoned  during the nine months ended September 30, 1996 and 1995,
respectively.  For the same  period  in 1995,  equipment  was sold on one  fully
depleted well and one well abandoned in a prior year for proceeds of $11,137.

Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1996 to cover
distributions  to the partners of $259,017 of which $256,427 was  distributed to
the limited partners and $2,590 to the managing  general  partner.  For the same
period ended  September 30, 1995, cash was sufficient for  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.

Cash  distributions  to the  partners  of  $259,017  for the nine  months  ended
September  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

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



                                       13

<PAGE>


                           PARKER & PARSLEY 85-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 12, 1996      By:   /s/ Steven L. Beal
                                     ----------------------------------------
                                     Steven L. Beal, Senior Vice President
                                       and Chief Financial Officer of PPUSA



                                       14

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791231
<NAME> 85B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         101,852
<SECURITIES>                                         0
<RECEIVABLES>                                   59,995
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               161,847
<PP&E>                                       5,299,877
<DEPRECIATION>                               3,611,186
<TOTAL-ASSETS>                               1,850,538
<CURRENT-LIABILITIES>                           29,814
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,820,724
<TOTAL-LIABILITY-AND-EQUITY>                 1,850,538
<SALES>                                        421,910
<TOTAL-REVENUES>                               510,690
<CGS>                                                0
<TOTAL-COSTS>                                  307,857
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                202,833
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            202,833
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   202,833
<EPS-PRIMARY>                                    25.14
<EPS-DILUTED>                                        0
        

</TABLE>


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