PARKER & PARSLEY 85-B LTD
10-Q, 1998-05-04
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 March 31, 1998

                                       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>



                           PARKER & PARSLEY 85-B, LTD.

                                TABLE OF CONTENTS


                                                                          Page
                          Part I. Financial Information

Item 1.     Financial Statements

            Balance Sheets as of March 31, 1998 and
               December 31, 1997   .....................................    3

            Statements of Operations for the three months
              ended March 31, 1998 and 1997.............................    4

            Statement of Partners' Capital for the three months
              ended March 31, 1998......................................    5

            Statements of Cash Flows for the three months
              ended March 31, 1998 and 1997.............................    6

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

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................    7


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K............................   10

            27.1    Financial Data Schedule

            Signatures..................................................   11


                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS


                                                     March 31,      December 31,
                                                       1998             1997
                                                    -----------     ------------
                                                    (Unaudited)
                       ASSETS
Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $69,208 at March 31
     and $89,611 at December 31                     $    69,408     $    89,812
  Accounts receivable - oil and gas sales                62,499          85,315
                                                     ----------      ----------
           Total current assets                         131,907         175,127
                                                     ----------      ----------
Oil and gas properties - at cost, based on the
  on the successful efforts accounting method         5,304,077       5,304,077
Accumulated depletion                                (4,118,784)     (4,092,446)
                                                     ----------      ----------
           Net oil and gas properties                 1,185,293       1,211,631
                                                     ----------      ----------
                                                    $ 1,317,200     $ 1,386,758
                                                     ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $    15,963     $    18,571

Partners' capital:
  Managing general partner                               13,361          14,031
  Limited partners (7,988 interests)                  1,287,876       1,354,156
                                                     ----------      ----------
                                                      1,301,237       1,368,187
                                                     ----------      ----------
                                                    $ 1,317,200     $ 1,386,758
                                                     ==========      ==========


  The financial information included as of March 31, 1998 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
                                                            March 31,
                                                   -------------------------
                                                      1998           1997
                                                   ---------       ---------
Revenues:
  Oil and gas                                      $  99,823       $ 146,856
  Interest                                             1,416           1,210
                                                    --------        --------
                                                     101,239         148,066
                                                    --------        --------
Costs and expenses:
  Oil and gas production                              59,791          59,198
  General and administrative                           2,995           4,406
  Depletion                                           26,338          30,007
                                                    --------        --------
                                                      89,124          93,611
                                                    --------        --------
Net income                                         $  12,115       $  54,455
                                                    ========        ========
Allocation of net income:
  Managing general partner                         $     121       $     545
                                                    ========        ========
  Limited partners                                 $  11,994       $  53,910
                                                    ========        ========
Net income per limited partnership interest        $    1.50       $    6.75
                                                    ========        ========
Distributions per limited partnership interest     $    9.80       $   11.50
                                                    ========        ========



         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, 1998              $  14,031     $1,354,156     $1,368,187

  Distributions                              (791)       (78,274)       (79,065)

  Net income                                  121         11,994         12,115
                                         --------      ---------      ---------

Balance at March 31, 1998               $  13,361     $1,287,876     $1,301,237
                                         ========      =========      =========



         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)



                                                           Three months ended
                                                               March 31,
                                                        -----------------------
                                                           1998          1997
                                                        ---------     ---------
Cash flows from operating activities:
   Net income                                           $  12,115     $  54,455
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                          26,338        30,007
   Changes in assets and liabilities:
     Accounts receivable                                   22,816        12,807
     Accounts payable                                      (2,608)       15,712
                                                         --------      --------
           Net cash provided by operating activities       58,661       112,981
                                                         --------      --------
Cash flows used in investing activities:
   Additions to oil and gas properties                        -            (151)

Cash flows used in financing activities:
   Cash distributions to partners                         (79,065)      (92,790)
                                                         --------      --------
Net increase (decrease) in cash and cash equivalents      (20,404)       20,040
Cash and cash equivalents at beginning of period           89,812        77,190
                                                         --------      --------
Cash and cash equivalents at end of period              $  69,408     $  97,230
                                                         ========      ========

         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
                                 March 31, 1998
                                   (Unaudited)


Note 1.     Organization and nature of operations

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

The Partnership  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.     Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1998 of the Partnership  include all adjustments and accruals consisting only of
normal recurring accrual adjustments which are necessary for a fair presentation
of the results for the interim  period.  However,  these interim results are not
necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto contained in the  Partnership's  Report on Form
10-K for the year ended  December 31,  1997,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Rich Dealy,  Vice President and Chief  Accounting  Officer,  5205 North O'Connor
Boulevard, 1400 Williams Square West, Irving, Texas 75039-3746.

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

Results of Operations

Revenues:

The  Partnership's  oil and gas revenues  decreased 32% to $99,823 from $146,856
for the three months ended March 31, 1998 and 1997,  respectively.  The decrease
in revenues  resulted from lower average prices received,  offset by an increase
in production.  For the three months ended March 31, 1998, 4,439 barrels of oil,
2,144  barrels of natural gas liquids  ("NGLs") and 10,939 mcf of gas were sold,
or 8,406 barrel of oil  equivalents  ("BOEs").  For the three months ended March
31, 1997, 4,466 barrels of oil and 16,651 mcf of gas were sold, or 7,241 BOEs.

As of September 30, 1997, the Partnership began accounting for processed natural
gas   production  as  processed   natural  gas  liquids  and  dry  residue  gas.
Consequently,  separate product volumes will not be comparable for periods prior
to September 30, 1997.  Also,  prices for gas products will not be comparable as
the price per mcf for natural gas for the three  months  ended March 31, 1998 is

                                        7

<PAGE>



the price received for dry residue gas and the price per mcf for natural gas for
the three months ended March 31, 1997 is a price for wet gas (i.e.,  natural gas
liquids combined with dry residue gas).

The average  price  received per barrel of oil  decreased  $7.36,  or 33%,  from
$22.27 for the three  months  ended March 31, 1997 to $14.91 for the same period
in 1998.  The average price  received per barrel of NGLs during the three months
ended  March 31,  1998 was $7.37.  The  average  price  received  per mcf of gas
decreased  43% from $2.85  during the three months ended March 31, 1997 to $1.63
for the same period in 1998. 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 Partnership may therefore
sell its future oil and gas  production  at average  prices lower or higher than
that received during the three months ended March 31, 1998.

During  most of 1997,  the  Partnership  benefitted  from  higher  oil prices as
compared to previous  years.  However,  during the fourth  quarter of 1997,  oil
prices began a downward  trend that has continued  into March 1998. On April 23,
1998, the market price for West Texas  intermediate crude was $13.80 per barrel.
A continuation of the oil price environment experienced during the first quarter
of 1998 will have an adverse effect on the Partnership's  revenues and operating
cash flow and could result in additional  decreases in the carrying value of the
Partnership's oil and gas properties.

Costs and Expenses:

Total costs and  expenses  decreased to $89,124 for the three months ended March
31,  1998 as  compared  to $93,611  for the same  period in 1997,  a decrease of
$4,487,  or 5%. This  decrease was due to declines in depletion  and general and
administrative  expenses  ("G&A"),  offset by a slight  increase  in  production
costs.

Production  costs were  $59,791  for the three  months  ended March 31, 1998 and
$59,198 for the same period in 1997,  an increase of $593.  The increase was due
to  increases  in well  maintenance  costs  and ad  valorem  taxes,  offset by a
decrease in production taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in  aggregate,  32% from $4,406 for the three months ended March 31,
1997 to $2,995 for the same period in 1998. 

Depletion  was $26,338  for the three  months  ended March 31, 1998  compared to
$30,007 for the same period in 1997. This represented a decrease in depletion of
$3,669,  or 12%. The decrease was primarily  attributable  to a reduction in the
Partnership'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"
("SFAS  121")  during the fourth  quarter of 1997,  offset by a decrease  in oil
reserves  during  the three  months  ended  March 31,  1998 as a result of lower
commodity prices.

                                        8

<PAGE>



Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  decreased  $54,320  during the three
months ended March 31, 1998 from the same period in 1997.  This decrease was due
to a decline in oil and gas sales  receipts and an increase in production  costs
paid, offset by a decrease in G&A expenses paid.

Net Cash Used in Investing Activities

The Partnership's investing activities for the three months ended March 31, 1997
were related to expenditures on oil and gas equipment on active properties.

Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1998 to  cover
distributions  to the partners of $79,065 of which $791 was  distributed  to the
managing  general  partner  and $78,274 to the  limited  partners.  For the same
period  ended March 31,  1997,  cash was  sufficient  for  distributions  to the
partners  of $92,790  of which  $928 was  distributed  to the  managing  general
partner and $91,862 to the limited partners.

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.

Information systems for the year 2000

The managing general partner will be required to modify its information  systems
in order to  accurately  process  Partnership  data  referencing  the year 2000.
Because of the importance of occurrence  dates in the oil and gas industry,  the
consequences of not pursuing these  modifications  could be very  significant to
the Partnership's ability to manage and report operating activities.  Currently,
the managing general partner plans to contract with third parties to perform the
software  programming  changes  necessary to correct any existing  deficiencies.
Such programming  changes are anticipated to be completed and tested by March 1,
1999. The managing  general  partner will allocate a portion of the costs of the
year 2000 programming  charges to the Partnership when they are incurred,  along
with recurring general and administrative  expenses.  Although the costs are not
estimable at this time, they should not be significant to the Partnership.
- ---------------

(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.

                                        9

<PAGE>



                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)    Exhibits

       27.1  Financial Data Schedule

(b)    Reports on Form 8-K

        (1)  On April 2, 1998,  the  Partnership  filed a Current Report on Form
             8-K dated  March 31,  1998,  reporting  under  Item 4  (Changes  in
             Registrant's  Certifying  Accountants)  the  engagement  of Ernst &
             Young  LLP  as  the  Partnership's  independent  auditors  and  the
             dismissal of KPMG Peat Marwick LLP effective upon the completion of
             the audit of the  Partnership  for the fiscal year ending  December
             31, 1997.



                                       10

<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:    Pioneer Natural Resources USA, Inc.
                                            Managing General Partner



Dated:  May 4, 1998                 By:    /s/ Rich Dealy
                                           ---------------------------------
                                           Rich Dealy, Vice President
                                             and Chief Accounting Officer


                                       11

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000791231
<NAME> 85B.
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                          69,408
<SECURITIES>                                         0
<RECEIVABLES>                                   62,499
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               131,907
<PP&E>                                       5,304,077
<DEPRECIATION>                               4,118,784
<TOTAL-ASSETS>                               1,317,200
<CURRENT-LIABILITIES>                           15,963
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,301,237
<TOTAL-LIABILITY-AND-EQUITY>                 1,317,200
<SALES>                                         99,823
<TOTAL-REVENUES>                               101,239
<CGS>                                                0
<TOTAL-COSTS>                                   89,124
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 12,115
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             12,115
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    12,115
<EPS-PRIMARY>                                     1.50
<EPS-DILUTED>                                        0
        

</TABLE>


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