UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D. C. 20549

                                     FORM 10-K

        / x /      Annual Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934 (Fee Required)
                    For the fiscal year ended December 31, 1995
                                         or
       /   /      Transition Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934 (No Fee Required)

                            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

       Securities  registered  pursuant  to  Section  12(b) of the Act:  None
         Securities registered pursuant to Section 12(g) of the Act:
               Limited partnership interests ($1,000 per unit)

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 / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / x /

No  market  currently  exists  for  the  limited  partnership  interests  of the
Registrant.  Based on original  purchase  price the  aggregate  market  value of
limited  partnership  interests  owned by  non-affiliates  of the  Registrant is
$7,930,000.

As of March 8, 1996, the number of outstanding limited partnership interests was
7,988.    The  following  documents  are  incorporated  by  reference  into  the
indicated parts of this Annual Report on Form 10-K: None

                                Page 1 of 29 pages.
                             -Exhibit index on page 29-


<PAGE>



                                    PART I


ITEM 1.     Business

Parker  &  Parsley  85-B,  Ltd.  (the  "Registrant")  is a  limited  partnership
organized  in 1985 under the laws of the State of Texas.  As of January 1, 1995,
the managing general partner was Parker & Parsley  Development  L.P.  ("PPDLP").
PPDLP's general partner is Parker & Parsley Petroleum USA, Inc.  ("PPUSA").  The
managing  general  partner  during the year ended December 31, 1994 was Parker &
Parsley Development  Company ("PPDC").  PPDC was merged into PPDLP on January 1,
1995. See Item 12 (c).

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $40,000,000 in a
series  of Texas  limited  partnerships  formed  under the  Parker & Parsley  85
Development  Drilling  Program,  was declared  effective by the  Securities  and
Exchange  Commission on August 28, 1985.  On December 20, 1985,  the offering of
limited partnership  interests in the Registrant,  the second partnership formed
under such  registration  statement,  was  closed,  with  interests  aggregating
$7,988,000 being sold to 728 subscribers.

The Registrant  engages  primarily in oil and gas development and production and
is not  involved in any  industry  segment  other than oil and gas. See "Item 6.
Selected  Financial  Data" and "Item 8. Financial  Statements and  Supplementary
Data" of this  report  for a summary  of the  Registrant's  revenue,  income and
identifiable assets.

The principal  markets during 1995 for the oil produced by the  Registrant  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Registrant's   oil  producing   properties.   The  principal   markets  for  the
Registrant's   gas  were  companies   that  have  pipelines   located  near  the
Registrant's gas producing properties.  Of the Registrant's oil and gas revenues
for 1995,  approximately  51%,  23% and 16% were  attributable  to sales made to
Mobil Oil  Corporation,  Phibro Energy,  Inc. and Western Gas  Resources,  Inc.,
respectively.

Because of the demand for oil and gas, the Registrant  does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that  particular  customer  has the only gas  pipeline
located  in  the  areas  of  the  Registrant's  gas  producing  properties.  The
Registrant  believes,  however,  that  the  effect  would  be  temporary,  until
alternative arrangements could be made.

Federal and state  regulation of oil and gas operations  generally  includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum  allowable  production rates, the taxation of income and other items,
and the protection of the environment. Although the Registrant believes that its
business  operations do not impair  environmental  quality and that its costs of
complying  with  any  applicable  environmental  regulations  are not  currently
significant,   the  Registrant   cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

                                       2

<PAGE>



The  Registrant  does not have any  employees  of its  own.  PPUSA  employs  623
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Registrant's  business  during the period  for which this  report is filed.  The
Registrant's  managing  general  partner,  PPDLP  through  PPUSA,  supplies  all
management functions.

No material  part of the  Registrant's  business is seasonal and the  Registrant
conducts no foreign operations.

ITEM 2.     Properties

The  Registrant's   properties  consist  primarily  of  leasehold  interests  in
properties on which oil and gas wells are located.  Such property  interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.

Fractional  working  interests in  developmental  oil and gas prospects  located
primarily  in the  Spraberry  Trend  Area of West  Texas  were  acquired  by the
Registrant,  resulting in the  Registrant's  participation in the drilling of 22
productive  oil and gas wells.  One well was  converted to a saltwater  disposal
well during 1987 and three wells have been plugged and  abandoned;  one in 1989,
one in 1992 and one in  1995.  At  December  31,  1995,  the  Registrant  had 18
producing wells.

For  information  relating  to the  Registrant's  estimated  proved  oil and gas
reserves at December 31, 1995, 1994 and 1993, and changes in such quantities for
the years then ended,  see Note 7 of Notes to Financial  Statements  included in
"Item 8. Financial  Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.

ITEM 3.     Legal Proceedings

The Registrant is a party to material litigation which is described in Note 9 of
Notes to Financial  Statements  included in "Item 8.  Financial  Statements  and
Supplementary Data" below.

ITEM 4.     Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1995.








                                       3

<PAGE>



                                    PART II

ITEM 5.    Market for Registrant's Common Equity and Related Stockholder Matters

At March 8, 1996,  the  Registrant  had 7,988  outstanding  limited  partnership
interests  held of record by 761  subscribers.  There is no  established  public
trading  market  for the  limited  partner  ship  interests.  Under the  limited
partnership   agreement,   PPDLP  has  made  certain   commitments  to  purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the managing general  partner,  are not
required to meet the Registrant's obligations are distributed to the partners at
least quarterly in accordance with the limited partnership agreement. During the
years ended December 31, 1995 and 1994,  distributions of $224,070 and $220,032,
respectively, were made to the limited partners.

ITEM 6.     Selected Financial Data

The  following  table sets forth  selected  financial  data for the years  ended
December 31:
                        1995        1994        1993         1992       1991
                     ----------  ----------  ----------   ---------- ----------
Operating results:
  Oil and gas sales  $  491,135  $  521,358  $  650,795   $  755,971 $  862,372
                      =========   =========   =========    =========  =========
 Impairment of oil
  and gas properties $  238,903  $       -   $       -    $       -  $       -
                      =========   =========   =========    =========  =========
  Litigation settle-
   ment, net         $       -   $       -   $  653,184   $       -  $       -
                      =========   =========   =========    =========  =========
  Net income (loss)  $ (178,243) $  (94,362) $  775,673   $  136,229 $  159,656
                      =========   =========   =========    =========  =========
 Allocation of net
  income (loss):
   Managing general
    partner          $   (1,782) $     (944) $    7,753   $    1,362 $    1,597
                      =========   =========   =========    =========  =========
   Limited partners  $ (176,461) $  (93,418) $  767,920   $  134,867 $  158,059
                      =========   =========   =========    =========  =========
  Limited partners'
   net income (loss)
   per limited part-
   nership interest  $   (22.09) $   (11.69) $    96.13   $    16.88 $    19.79
                      =========   =========   =========    =========  =========
  Limited partners'
   cash distributions
   per limited part-
   nership interest  $    28.05  $    27.55  $   124.58(a)$    55.32 $    64.81
                      =========   =========   =========    =========  =========
At year end:
 Total assets        $1,913,492  $2,308,210  $2,635,545   $2,871,368 $3,172,312
---------------       =========   =========   =========    =========  =========
(a) Including litigation settlement per limited partnership interest of $81.38
    in 1993.                           4

<PAGE>



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

Results of operations

1995 compared to 1994

The Registrant's  1995 oil and gas revenues  decreased to $491,135 from $521,358
in 1994, a decrease of 6%. The decrease in revenues  resulted  from  declines in
barrels of oil and mcf of gas  produced  and sold,  offset by an increase in the
average  price  received per barrel of oil produced  and sold.  In 1995,  20,679
barrels  of oil were  sold  compared  to  23,049 in 1994,  a  decrease  of 2,370
barrels,  or 10%.  In 1995,  76,469 mcf of gas were sold  compared  to 87,154 in
1994, a decrease of 10,685 mcf, or 12%. 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.(1)

The average price received per barrel of oil increased $1.24 from $16.28 in 1994
to $17.52 in 1995. The average price  received per mcf of gas remained  constant
at $1.68 in 1994 and 1995.  The market price for oil and gas has been  extremely
volatile  in the past  decade,  and  management  expects  a  certain  amount  of
volatility in the  foreseeable  future.(1) The Registrant may therefore sell its
future  oil and gas  production  at  average  prices  lower or higher  than that
received in 1995.(1)

Salvage  income on  equipment  disposals  of $11,852  during 1995  consisted  of
equipment  credits received on one fully depleted well and on one well abandoned
in previous  years.  A gain on  abandonment of $32,533 was recognized in 1995 as
the result of equipment  credits  received on one fully  depleted  well that was
plugged and abandoned during 1995.

Total costs and  expenses  increased in 1995 to $718,040 as compared to $618,221
in 1994,  an increase of $99,819,  or 16%. The increase was primarily due to the
impairment  of oil and gas  properties  during 1995 and an increase in abandoned
property   costs,   offset  by  declines  in  production   costs,   general  and
administrative expenses ("G&A") and depletion.

Production  costs were  $260,186 in 1995 and  $278,889 in 1994,  resulting  in a
$18,703  decrease,  or 7%. The decrease was  attributable to a reduction in well
repair and maintenance costs.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased, in aggregate, 6% from $15,641 in 1994 to $14,734 in 1995.
The Registrant paid the managing  general partner $11,525 in 1995 and $10,850 in
1994 for G&A incurred on behalf of the Registrant. G&A is allocated, in part, to
the Registrant by the managing general partner. The Partnership agreement limits
allocated G&A to 3% of gross oil and gas revenues.  Such allocated  expenses are
determined by the managing general partner based upon its judgement of the level
of  activity  of the  Registrant  relative  to the  managing  general  partner's
activities and other entities it manages. The method of allocation has varied in

                                       5

<PAGE>



certain  years and may do so again  depending on the  activities  of the managed
entities.(1)

Depletion was $185,052 in 1995 compared to $323,691 in 1994. This  represented a
decrease  of  $138,639,  or 43%.  Depletion  was  computed  property-by-property
utilizing  the  unit-of-production   method  based  upon  the  dominant  mineral
produced,  generally  oil. Oil production  decreased  2,370 barrels in 1995 from
1994, while oil reserves of barrels were revised upward by 1,799 barrels.

Effective for the fourth  quarter of 1995 the  Registrant  adopted  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") which
requires that  long-lived  assets held and used by an entity,  including oil and
gas properties  accounted for under the successful efforts method of accounting,
be reviewed for impairment whenever events or changes in circumstances  indicate
that the carrying amount of an asset may not be  recoverable.  In performing the
review of  recoverability,  the entity  should  estimate  the future  cash flows
expected to result from the use of the asset and its  eventual  disposition.  If
the sum of the expected  future cash flows is less than the  carrying  amount of
the assets,  an  impairment  is  recognized  based on the asset's  fair value as
determined for oil and gas properties by discounting  their expected future cash
flows at a discount rate  commensurate  with the risks involved in the industry.
As  a  result  of  the  natural  gas  price  environment  and  the  Registrant's
expectation  of future cash flows from its oil and gas properties at the time of
review, the Registrant  recognized a non-cash charge of $238,903 associated with
the adoption of SFAS 121.

1994 compared to 1993

The Registrant's  1994 oil and gas revenues  decreased to $521,358 from $650,795
in 1993, a decrease of 20%. The decrease in revenues resulted from a 7% decrease
in the average  price  received  per barrel of oil, a 7% decrease in the average
price  received  per mcf of gas, a 13%  decrease in barrels of oil  produced and
sold and a 15% decrease in mcf of gas produced and sold. In 1994, 23,049 barrels
of oil were sold  compared to 26,609 in 1993,  a decrease of 3,560  barrels.  In
1994,  87,154 mcf of gas were sold  compared  to 103,134 in 1993,  a decrease of
15,980  mcf.  The  decreases  in  production  volumes  were  due to the  decline
characteristics of the Registrant's oil and gas properties.

The average price received per barrel of oil decreased $1.14 from $17.42 in 1993
to $16.28 in 1994.  The average  price  received per mcf of gas  decreased  from
$1.81 in 1993 to $1.68 in 1994.

Interest income decreased to $2,501 in 1994 as compared to $3,416 for 1993. This
decrease was due to interest earned on the litigation  proceeds received in 1993
until it was disbursed to the limited partners in September 1993.

A gain on abandoned  property  during 1993  consisted of proceeds  received from
equipment  salvage of $29,445 on one fully depleted  abandoned oil and gas well,
with expenses to abandon of $16,453.  There was no abandonment  activity  during
1994.

Total costs and  expenses  increased in 1994 to $618,221 as compared to $561,167
in 1993, an increase of $57,054,  or 10%. The increase was due to an increase in
                                       6

<PAGE>



depletion,  offset by a decrease in production costs, G&A and abandoned property
costs.

Production  costs were  $278,889 in 1994 and  $301,413 in 1993,  resulting  in a
$22,524  decrease,  or 7%. The  decrease  was due to declines in well repair and
maintenance costs and production and ad valorem 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  decreased,  in  aggregate,  20% from $19,524 in 1993 to $15,641 in
1994.  The  Registrant  paid the managing  general  partner  $10,850 in 1994 and
$15,476 in 1993 for G&A incurred on behalf of the Registrant.

Depletion was $323,691 in 1994 compared to $223,777 in 1993. This represented an
increase of $99,914, or 45%. Oil production decreased 3,560 barrels in 1994 from
1993, while oil reserves of barrels were revised downward by 44,116 barrels,  or
13%.

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

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

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,
                                       7

<PAGE>



Southmark,  PPDLP and other original  plaintiffs will  vigorously  pursue appeal
when the final judgment is entered.  Southmark is vigorously pursuing its appeal
of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the  Registrant is currently  scheduled for April 29,
1996.

Legal  expenses  were incurred  during 1989,  1990,  1991,  1992 and 1993 by the
Registrant  and other joint  property  owners for  participating  in the lawsuit
pursuant to the joint  operating  agree  ment.  Litigation  settlement  proceeds
received by the Registrant,  less legal expenses  incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

Impact of inflation and changing prices on sales and net income

Inflation  impacts  the fixed  overhead  rate  charges  of the  lease  operating
expenses  for the  Registrant.  During 1993,  the annual  change in the index of
average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics, decreased by 1.1%. The
1994 annual change in the average  weekly  earnings  increased by 4.8%. The 1995
index  (effective  April 1, 1995)  increased  4.4%.  The impact of inflation for
other lease operating expenses is small due to the current economic condition of
the oil industry.

The oil and gas industry  experienced  volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such  products  and other  uncertainties  in the world  energy  markets  causing
significant  fluctuations in oil and gas prices. Since December 31, 1994, prices
for oil production have fluctuated throughout the year. The price per barrel for
oil production similar to the Registrant's  ranged from approximately  $16.00 to
$19.00.  For  February  1996,  the average  price for the  Registrant's  oil was
approximately $18.00.

Prices for natural gas are subject to ordinary seasonal  fluctuations,  and this
volatility of natural gas prices may result in production  being  curtailed and,
in some cases, wells being completely shut-in.(1)

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities decreased to $210,556 during the year
ended  December  31, 1995, a $7,454  decrease  from the year ended  December 31,
1994.  The decrease was due to a decline in oil and gas sales and an increase in
abandoned  property costs,  offset by a decline in production costs. The decline
in oil and gas  sales  was due to  decreases  in  barrels  of oil and mcf of gas
produced  and sold.  The increase in  abandoned  property  costs in 1995 was the
result  of no  plug  and  abandonment  activity  during  1994.  The  decline  in
production costs was due to less well repair and maintenance costs.

Net Cash Provided by Investing Activities

The Registrant's  investing activities during 1995 were for expenditures related
to repair and maintenance activity on various oil and gas properties.
                                       8

<PAGE>



Proceeds of $32,533  were  received  from the salvage of  equipment  on one well
abandoned during 1995. In addition, proceeds from salvage income of $11,852 from
the sale of oil and gas  equipment  on one fully  depleted  well and on one well
abandoned in prior years were received during 1995.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1995 for  distributions  to the partners of $226,334 of
which  $224,070  was  distributed  to the  limited  partners  and  $2,264 to the
managing general partner.  In 1994, cash was sufficient for distributions to the
partners of $222,254 of which $220,032 was  distributed to the limited  partners
and $2,222 to the managing general partner.

It is expected that future net cash  provided by  operations  will be sufficient
for any capital  expenditures and any  distributions.(1)  As the production from
the properties declines, distributions are also expected to decrease.(1)

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

(1)  This  statement is a forward  looking  statement  that  involves  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 statement.

ITEM 8.     Financial Statements and Supplementary Data

The Registrant's audited financial statements are included elsewhere herein.

ITEM 9.     Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure

None.









                                       9

<PAGE>



                                   PART III


ITEM 10.    Directors and Executive Officers of the Registrant

The  Registrant  does not have any  officers  or  directors.  Under the  limited
partnership  agreement,  the Registrant's  managing  general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Registrant's  business.  PPUSA,  the sole  general  partner of PPDLP,  is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.

Set forth below are the names, ages and positions of the directors and executive
officers of PPUSA. Directors of PPUSA are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.

                            Age at
                          December 31,
      Name                   1995                    Position

Scott D. Sheffield            43         Chairman of the Board and Director

James D. Moring (a)           59         President, Chief Executive Officer and
                                          Director

Timothy A. Leach              36         Executive Vice President and Director

Steven L. Beal                36         Senior Vice President, Treasurer and
                                          Chief Financial Officer

Mark L. Withrow               48         Senior Vice President and Secretary

---------------
(a)  Mr. Moring retired from the Company and subsidiaries  effective  January 1,
     1996. Mr. Sheffield  assumed the positions of President and Chief Executive
     Officer of PPUSA effective January 1, 1996.

     Scott D. Sheffield.  Mr.  Sheffield,  a graduate of The University of Texas
with a  Bachelor  of  Science  degree  in  Petroleum  Engineering,  has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief  Executive  Officer  since October  1990.  Mr.  Sheffield
joined PPDC, the principal  operating  subsidiary of the Company, as a petroleum
engineer in 1979. Mr.  Sheffield  served as Vice President - Engineering of PPDC
from  September  1981  until  April  1985 when he was  elected  President  and a
Director of PPDC. In March 1989, Mr. Sheffield was elected Chairman of the Board
and Chief Executive Officer of PPDC. On January 1, 1995, Mr. Sheffield  resigned
as President and Chief Executive  Officer of PPUSA, but remained Chairman of the
Board and a Director of PPUSA. On January 1, 1996, Mr.  Sheffield  reassumed the
positions of President  and Chief  Executive  Officer of PPUSA.  Before  joining
PPDC,  Mr.  Sheffield  was  principally  occupied for more than three years as a
production and reservoir engineer for Amoco Production Company.

                                      10

<PAGE>



     James D. Moring.  Mr. Moring,  a graduate of Texas Tech  University  with a
Bachelor of Science degree in Petroleum  Engineering  has been a Director of the
Company  since  October 1990 and was Senior Vice  President - Operations  of the
Company from October 1990 until May 1993,  when he was appointed  Executive Vice
President - Operations. Mr. Moring has been principally occupied since July 1982
as the supervisor of the drilling, completion, and production operations of PPDC
and its  affiliates and has served as an officer of PPDC since January 1983. Mr.
Moring has been Senior Vice  President - Operations and a Director of PPDC since
June 1989 and in May 1993,  Mr. Moring was appointed  Executive Vice President -
Operations.  Mr. Moring was elected  President and Director and appointed  Chief
Executive  Officer of PPUSA on January 1, 1995.  Effective  January 1, 1996, Mr.
Moring  retired  from the Company  and  subsidiaries.  In the five years  before
joining  PPDC,  Mr.  Moring was employed as a Division  Operations  Manager with
Moran Exploration, Inc. and its predecessor.

      Timothy A. Leach.  Mr. Leach,  a graduate of Texas A&M  University  with a
Bachelor of Science degree in Petroleum  Engineering and the University of Texas
of the  Permian  Basin  with a Master of  Business  Administration  degree,  was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice  President - Engineering  of the Company from October 1990 to
March 1993. Mr. Leach was elected  Executive Vice President of PPUSA on December
1, 1995. He had joined PPDC as Vice President - Engineering  in September  1989.
Prior to joining  PPDC,  Mr.  Leach was  employed as Senior Vice  President  and
Director of First City Texas - Midland, N.A.

     Steven L. Beal.  Mr.  Beal,  a graduate of the  University  of Texas with a
Bachelor of Business  Administration degree in Accounting and a certified public
accountant,  was  elected  Senior  Vice  President  - Finance of the  Company in
January 1995 and Chief  Financial  Officer of the Company on March 21, 1995.  On
January 1, 1995, Mr. Beal was elected Senior Vice President, Treasurer and Chief
Financial  Officer of PPUSA.  Mr. Beal has been the Company's  Chief  Accounting
Officer since November 1992 and been the Company's Treasurer since October 1990.
Mr. Beal joined PPDC as Treasurer in March 1988 and was elected Vice President -
Finance in October  1991.  Prior to joining  PPDC,  Mr. Beal was  employed as an
audit manager of Price Waterhouse.

     Mark L. Withrow.  Mr. Withrow,  a graduate of Abilene Christian  University
with Bachelor of Science degree in Accounting and Texas Tech  University  with a
Juris Doctorate degree, was Vice President - General Counsel of the Company from
February 1991 to January 1995,  when he was  appointed  Senior Vice  President -
General  Counsel,  and has been the  Company's  Secretary  since August 1992. On
January 1, 1995,  Mr. Withrow was elected Senior Vice President and Secretary of
PPUSA.  Mr.  Withrow  joined PPDC in January  1991.  Prior to joining PPDC , Mr.
Withrow was the managing partner of the law firm of Turpin,  Smith, Dyer, Saxe &
MacDonald, Midland, Texas.

ITEM 11.    Executive Compensation

The  Registrant  does not have any  directors  or  officers.  Management  of the
Registrant is vested in PPDLP,  the managing  general  partner.  The  Registrant

                                      11

<PAGE>



participates in oil and gas activities  through an income tax  partnership  (the
"Program") pursuant to the Program agreement. Under the Program agreement, PPDLP
pays 10% of the Registrant's acquisition,  drilling and completion costs and 25%
of its operating and general and administrative  expenses.  In return,  PPDLP is
allocated  25% of the  Registrant's  revenues.  See  Notes 6 and 10 of  Notes to
Financial Statements included in "Item 8. Financial Statements and Supplementary
Data"  below  for  information  regarding  fees and  reimbursements  paid to the
managing general partner or its affiliate by the Registrant.

The Registrant  does not directly pay any salaries of the executive  officers of
PPUSA, but does pay a portion of PPUSA's general and administrative  expenses of
which these  salaries are a part.  See Note 6 of Notes to  Financial  Statements
included in "Item 8. Financial Statements and Supplementary Data" below.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management

(a)  Beneficial owners of more than five percent

The  Registrant is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Registrant.  PPDLP owned 58
limited partner interests at January 1, 1996.

(b)  Security ownership of management

The  Registrant  does not have any officers or directors.  The managing  general
partner of the Registrant,  PPDLP, has the exclusive right and full authority to
manage,  control and administer  the  Registrant's  business.  Under the limited
partnership  agreement,  limited  partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions,  including
the removal of the managing  general partner or any other general  partner.  The
Registrant is not aware of any current arrangement or activity which may lead to
such  removal.  The  Registrant is not aware of any officer or director of PPUSA
who beneficially owns limited partnership interests in the Registrant.

(c)  Changes in control

On January 1, 1995, PPDLP, a Texas limited partnership, became the sole managing
general  partner of Parker & Parsley 85-B,  Ltd., as a result of the merger into
it of PPDC, a Delaware  corporation,  and an affiliate of PPDLP and the Company,
which previously served as the managing general partner of the Registrant. PPDLP
has, therefore,  succeeded to all of the rights and obligations of PPDC and will
manage and  conduct  the  property,  business  and  affairs  of the  Registrant,
including the development drilling program in which the Registrant participates.




                                      12

<PAGE>



ITEM 13.    Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement,  the Registrant had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:
                                            1995          1994          1993
                                          ---------     ---------     ---------

    Payment of lease operating and
     supervision charges in accordance
     with standard industry operating
     agreements                           $ 102,939     $ 109,653     $ 116,202

    Reimbursement of general and
     administrative expenses              $  11,525     $  10,850     $  15,476

    Receipt of proceeds for the salvage
     value of retired oil and gas
     equipment                            $  44,464     $   2,811     $  30,240

Under the limited partnership agreement, the managing general partner pays 1% of
the  Registrant's  acquisition,  drilling  and  completion  costs  and 1% of its
operating and general and administrative expenses. In return, it is allocated 1%
of the  Registrant's  revenues.  Also,  see Notes 6 and 10 of Notes to Financial
Statements  included in "Item 8. Financial  Statements and  Supplementary  Data"
below,  regarding  the  Registrant's  participation  with the  managing  general
partner in oil and gas activities of the Program.
















                                      13

<PAGE>



                                    PART IV


ITEM 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  1.   Financial statements

          The following are filed as part of this annual report:

               Independent Auditors' Report

               Balance sheets as of December 31, 1995 and 1994

               Statements of operations for the years ended December 31, 1995,
                  1994 and 1993

               Statements of partners' capital for the years ended December 31,
                  1995, 1994 and 1993

               Statements of cash flows for the years ended December 31, 1995,
                  1994 and 1993

               Notes to financial statements

     2.   Financial statement schedules

          All financial statement schedules have been omitted since the required
          information is in the financial statements or notes thereto, or is not
          applicable nor required.

(b)  Reports on Form 8-K

     None.


(c)  Exhibits

     The  exhibits  listed on the  accompanying  index to exhibits  are filed or
     incorporated by reference as part of this annual report.






                                      14

<PAGE>



                               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.

Dated: March 28, 1996              By:  Parker & Parsley Development L.P.,
                                         Managing General Partner

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


                                        By:  /s/ Scott D. Sheffield
                                           -------------------------------
                                           Scott D. Sheffield, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.



/s/ Scott D. Sheffield        President, Chairman of the Board,   March 28, 1996
-------------------------     Chief Executive Officer and
Scott D. Sheffield            Director of PPUSA



/s/ Timothy A. Leach          Executive Vice President            March 28, 1996
-------------------------     and Director of PPUSA
Timothy A. Leach



/s/ Steven L. Beal            Senior Vice President,              March 28, 1996
-------------------------     Treasurer and Chief
Steven L. Beal                Financial Officer of PPUSA



/s/ Mark L. Withrow           Senior Vice President and           March 28, 1996
-------------------------     Secretary of PPUSA
Mark L. Withrow




                                        15

<PAGE>





                           INDEPENDENT AUDITORS' REPORT




The Partners
Parker & Parsley 85-B, Ltd.
  (A Texas Limited Partnership):

We have  audited the  financial  statements  of Parker & Parsley  85-B,  Ltd. as
listed in the accompanying  index under Item 14(a).  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Parker & Parsley 85-B, Ltd. as
of December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
changed its method of accounting for the impairment of long-lived assets and for
long-lived  assets  to be  disposed  of in 1995 to adopt the  provisions  of the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long- Lived Assets to Be Disposed Of."



                              KPMG Peat Marwick LLP


Midland, Texas
March 8, 1996




                                        16

<PAGE>



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

                                  BALANCE SHEETS
                                   December 31


                                                       1995             1994
                                                   -----------      -----------
           ASSETS

Current assets:
  Cash and cash equivalents, including interest
   bearing deposits of $70,513 in 1995 and
   $52,033 in 1994                                 $    77,485      $    52,163
  Accounts receivable - oil and gas sales               52,174           52,192
                                                    ----------       ----------

       Total current assets                            129,659          104,355

Oil and gas properties - at cost, based on the
  successful efforts accounting method               5,588,219        5,922,086
   Accumulated depletion                            (3,804,386)      (3,718,231)
                                                    ----------       ----------

       Net oil and gas properties                    1,783,833        2,203,855
                                                    ----------       ----------

                                                   $ 1,913,492      $ 2,308,210
                                                    ==========       ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    36,584      $    26,725

Partners' capital:
  Limited partners (7,988 interests)                 1,857,790        2,258,321
  Managing general partner                              19,118           23,164
                                                    ----------       ----------

                                                     1,876,908        2,281,485
                                                    ----------       ----------

                                                   $ 1,913,492      $ 2,308,210
                                                    ==========       ==========



         The accompanying notes are an integral part of these statements.

                                        17

<PAGE>



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

                             STATEMENTS OF OPERATIONS
                         For the years ended December 31



                                            1995          1994          1993
                                         ---------     ---------     ----------

Revenues:
  Oil and gas sales                      $ 491,135     $ 521,358     $  650,795
  Interest income                            4,277         2,501          3,416
  Gain on abandonment                       32,533            -          29,445
  Salvage income from equipment
   disposals                                11,852            -              -
  Litigation settlement, net                    -             -         653,184
                                          --------      --------      ---------

       Total revenues                      539,797       523,859      1,336,840

Costs and expenses:
  Production costs                         260,186       278,889        301,413
  General and administrative expenses       14,734        15,641         19,524
  Depletion                                185,052       323,691        223,777
  Impairment of oil and gas properties     238,903            -              -
  Abandoned property costs                  19,165            -          16,453
                                          --------      --------      ---------

       Total costs and expenses            718,040       618,221        561,167
                                          --------      --------      ---------

Net income (loss)                        $(178,243)    $ (94,362)    $  775,673
                                          ========      ========      =========

Allocation of net income (loss):
  Managing general partner               $  (1,782)    $    (944)    $    7,753
                                          ========      ========      =========

  Limited partners                       $(176,461)    $ (93,418)    $  767,920
                                          ========      ========      =========

Net income (loss) per limited
  partnership interest                   $  (22.09)    $  (11.69)    $    96.13
                                          ========      ========      =========



         The accompanying notes are an integral part of these statements.

                                        18

<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1993     $  28,625    $2,798,991    $ 2,827,616

  Distributions                            (10,048)     (995,140)    (1,005,188)

  Net income                                 7,753       767,920        775,673
                                          --------     ---------     ----------

Partners' capital at December 31, 1993      26,330     2,571,771      2,598,101

  Distributions                             (2,222)     (220,032)      (222,254)

  Net loss                                    (944)      (93,418)       (94,362)
                                          --------     ---------     ----------

Partners' capital at December 31, 1994      23,164     2,258,321      2,281,485

  Distributions                             (2,264)     (224,070)      (226,334)

  Net loss                                  (1,782)     (176,461)      (178,243)
                                          --------     ---------     ----------

Partners' capital at December 31, 1995   $  19,118    $1,857,790    $ 1,876,908
                                          ========     =========     ==========












         The accompanying notes are an integral part of these statements.

                                        19

<PAGE>



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

                             STATEMENTS OF CASH FLOWS
                         For the years ended December 31


                                            1995         1994          1993
                                          ---------    ---------    -----------
Cash flows from operating activities:
  Net income (loss)                       $(178,243)   $ (94,362)   $   775,673
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
     Depletion                              185,052      323,691        223,777
     Impairment of oil and gas properties   238,903           -              -
     Gain on abandonments                   (32,533)          -         (29,445)
     Salvage income from equipment
      disposals                             (11,852)          -              -
  Changes in assets and liabilities:
     (Increase) decrease in accounts
      receivable                                 18       (1,247)         5,377
     Increase (decrease) in accounts
      payable                                 9,211      (10,072)        (6,308)
                                           --------     --------     ----------
       Net cash provided by operating
        activities                          210,556      218,010        969,074

Cash flows from investing activities:
  (Additions) disposals of oil and gas
   equipment                                 (3,285)       2,164            752
  Proceeds from equipment salvage on
   abandoned property                        32,533           -          29,445
  Proceeds from salvage income on
   equipment disposals                       11,852           -              -
                                           --------     --------     ----------
       Net cash provided by investing
        activities                           41,100        2,164         30,197
Cash flows from financing activities:
  Cash distributions to partners           (226,334)    (222,254)    (1,005,188)
                                           --------     --------     ----------
Net increase (decrease) in cash and
 cash equivalents                            25,322       (2,080)        (5,917)
Cash and cash equivalents at beginning
 of year                                     52,163       54,243         60,160
                                           --------     --------     ----------
Cash and cash equivalents at end
 of year                                  $  77,485    $  52,163    $    54,243
                                           ========     ========     ==========

         The accompanying notes are an integral part of these statements.

                                        20

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                         December 31, 1995, 1994 and 1993


Note 1.     Organization and nature of operations

     Parker & Parsley 85-B, Ltd. (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.     Summary of significant accounting policies

     A summary of the significant  accounting policies  consistently  applied in
the preparation of the accompanying financial statements follows:

     Impairment of long-lived  assets - Effective for the fourth quarter of 1995
the  Partnership  adopted the  provisions  of Statement of Financial  Accounting
Standards No. 121 - Accounting  for the  Impairment  of Long-Lived  Assets to be
Disposed Of ("SFAS 121").  Consequently,  the Partnership reviews its long-lived
assets to be held and used, including oil and gas properties accounted for under
the successful  efforts method of accounting,  whenever events or  circumstances
indicate  that the  carrying  value of those assets may not be  recoverable.  An
impairment  loss is indicated  if the sum of the  expected  future cash flows is
less  than  the  carrying  amount  of the  assets.  In  this  circumstance,  the
Partnership  recognizes an impairment  loss for the amount by which the carrying
value of the asset exceeds the fair value of the asset.

     The  Partnership  accounts for  long-lived  assets to be disposed of at the
lower of their carrying  amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.

     Oil and gas properties - The  Partnership  utilizes the successful  efforts
method of accounting for its oil and gas  properties  and equipment.  Under this
method, all costs associated with productive wells and nonproductive development
wells are  capitalized  while  nonproductive  exploration  costs  are  expensed.
Capitalized   costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method on a  property-by-property  basis based on proved oil
(dominant  mineral)  reserves as determined by the engineering staff of Parker &
Parsley  Petroleum  USA Inc.  ("PPUSA"),  the sole  general  partner of Parker &
Parsley Development L.P. ("PPDLP"),  the Partnership's managing general partner,
and reviewed by  independent  petroleum  consultants.  The  carrying  amounts of
properties  sold  or  otherwise  disposed  of and  the  related  allowances  for
depletion are  eliminated  from the accounts and any gain or loss is included in
operations.


                                        21

<PAGE>




     Prior to the adoption of SFAS 121 in the fourth quarter,  the Partnership's
aggregate  oil and gas  properties  were  stated  at cost not in excess of total
estimated future net revenues and the estimated fair value of oil and gas assets
not being depleted.

     Use of estimates in the  preparation of financial  statements - Preparation
of the accompanying  financial  statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reporting  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Net income (loss) per limited partnership  interest - The net income (loss)
per  limited  partnership   interest  is  calculated  by  using  the  number  of
outstanding limited partnership interests.

     Income taxes - A Federal  income tax provision has not been included in the
financial  statements  as the  income  of the  Partnership  is  included  in the
individual Federal income tax returns of the respective partners.

     Statements of cash flows - For purposes of reporting  cash flows,  cash and
cash equivalents include depository accounts held by banks.

     General and administrative  expenses - General and administrative  expenses
are allocated in part to the Partnership by the managing  general partner or its
affiliates.  Such  allocated  expenses are  determined  by the managing  general
partner  based upon its  judgement  of the level of activity of the  Partnership
relative to the managing  general  partner's  activities  and other  entities it
manages.  The method of  allocation  has  varied in certain  years and may do so
again depending on the activities of the managed entities.

     Environmental - The Partnership is subject to extensive federal,  state and
local  environmental  laws and  regulations.  These laws,  which are  constantly
changing,  regulate  the  discharge of materials  into the  environment  and may
require the Partnership to remove or mitigate the  environmental  effects of the
disposal  or release of  petroleum  or  chemical  substances  at various  sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit.  Expenditures  that relate to an existing  condition caused by
past  operations  and  that  have no  future  economic  benefits  are  expensed.
Liabilities  for   expenditures  of  a  noncapital   nature  are  recorded  when
environmental  assessment and/or  remediation is probable,  and the costs can be
reasonably estimated.

Note 3.    Impairment of long-lived assets

    The  Partnership  adopted SFAS 121 effective for the fourth quarter of 1995.
SFAS 121 requires that long-lived  assets held and used by an entity,  including
oil and gas  properties  accounted for under the  successful  efforts  method of
accounting,   be  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be

                                        22

<PAGE>



recoverable.  Long-lived assets to be disposed of are to be accounted for at the
lower of  carrying  amount or fair value less cost to sell when  management  has
committed  to a  plan  to  dispose  of  the  assets.  All  companies,  including
successful  efforts oil and gas  companies,  are  required to adopt SFAS 121 for
fiscal years beginning after December 15, 1995.

    In order to determine  whether an impairment had occurred,  the  Partnership
estimated  the  expected  future  cash flows of its oil and gas  properties  and
compared  such  future  cash  flows to the  carrying  amount  of the oil and gas
properties to determine if the carrying  amount was  recoverable.  For those oil
and gas properties for which the carrying amount  exceeded the estimated  future
cash flows,  an impairment was determined to exist;  therefore,  the Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
as determined by discounting their expected future cash flows at a discount rate
commensurate  with  the  risks  involved  in  the  industry.  As a  result,  the
Partnership  recognized a non-cash charge of $238,903 related to its oil and gas
properties during the fourth quarter of 1995.

    As  of  December  31,  1995,  management  had  not  committed  to  sell  any
Partnership assets.

Note 4.    Income taxes

    The  financial   statement  basis  of  the   Partnership's  net  assets  and
liabilities was $1,091,935 greater than the tax basis at December 31, 1995.

    The following is a  reconciliation  of net income  (loss) per  statements of
operations  with the net income per  Federal  income tax  returns  for the years
ended December 31:

                                          1995           1994          1993
                                       ----------     ----------     ----------

 Net income (loss) per statements
   of operations                       $ (178,243)    $  (94,362)    $  775,673
 Depletion and depreciation
   provisions for tax reporting
   purposes under amounts
   for financial reporting purposes       182,703        317,779        206,434
 Intangible development costs expensed
   for tax reporting purposes and
   capitalized for financial reporting
   purposes                                (2,172)            -              -
 Impairment of oil and gas properties
   for financial reporting purposes       238,903             -              -
 Other, net                                    87          3,438            795
                                        ---------      --------      ---------
      Net income per Federal
        income tax returns             $  241,278     $  226,855     $  982,902
                                        =========      =========      =========

                                        23

<PAGE>



Note 5.     Oil and gas producing activities

     The following is a summary of the costs  incurred,  whether  capitalized or
expensed,  related to the Partnership's oil and gas producing activities for the
years ended December 31:
                                       1995           1994           1993
                                    ----------     ----------     ----------

   Development costs                $  (21,288)    $   (2,811)    $   15,701
                                     =========      =========      =========

   Capitalized oil and gas properties consist of the following:

                                        1995           1994           1993
                                    -----------    -----------    -----------
   Proved properties:
     Property acquisition costs     $   308,248    $   326,003    $   326,003
     Completed wells and equipment    5,279,971      5,596,083      5,598,894
                                     ----------     ----------     ----------

                                      5,588,219      5,922,086      5,924,897
   Accumulated depletion             (3,804,386)    (3,718,231)    (3,394,540)
                                     ----------     ----------     ----------

         Net capitalized costs      $ 1,783,833    $ 2,203,855    $ 2,530,357
                                     ==========     ==========     ==========

During 1995, the  Partnership  recognized a non-cash  charge against oil and gas
properties of $238,903 associated with the adoption of SFAS 121. See Note 3.

Note 6.    Related party transactions

Pursuant to the limited partnership agreement, the Partnership had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:
                                            1995          1994          1993
                                         ----------    ----------    ----------
    Payment of lease operating and
     supervision charges in accordance
     with standard industry operating
     agreements                          $  102,939    $  109,653    $  116,202

    Reimbursement of general and
     administrative expenses             $   11,525    $   10,850    $   15,476

    Receipt of proceeds for the salvage
     value of retired oil and gas
     equipment                           $   44,464    $    2,811    $   30,240

     The Partnership  participates  in oil and gas activities  through an income
tax partnership (the "Program") pursuant to the Program agreement. PPDLP and the
Partnership are parties to the Program agreement.

                                        24

<PAGE>



     The  costs and  revenues  of the  Program  are  allocated  to PPDLP and the
Partnership as follows:
                                                PPDLP (1)      Partnership
                                               -----------     -----------
Revenues:
  Proceeds from disposition of
   depreciable properties                        9.09091%       90.90909%
  All other revenues                            24.242425%      75.757575%
Costs and expenses:
  Lease acquisition costs, drilling and
   completion costs                              9.09091%       90.90909%
  Operating costs, direct costs and general
   and administrative expenses                  24.242425%      75.757575%

   (1) Excludes  PPDLP's 1% general partner  ownership which is allocated at the
       Partnership level and 58 limited partner interests owned by PPDLP.

Note 7.     Oil and gas information (unaudited)

     The following  table  presents  information  relating to the  Partnership's
estimated  proved oil and gas reserves at December  31, 1995,  1994 and 1993 and
changes in such quantities during the years then ended. All of the Partnership's
reserves  are proved and located  within the United  States.  The  Partnership's
reserves are based on an evaluation  prepared by the engineering  staff of PPUSA
and reviewed by an independent petroleum consultant,  using criteria established
by  the  Securities  and  Exchange  Commission.  Reserve  value  information  is
available  to  limited  partners  pursuant  to the  Partnership  agreement  and,
therefore, is not presented.
                                                Oil (bbls)       Gas (mcf)
                                                ----------       ---------
  Net proved reserves at January 1, 1993           360,007       1,800,248
  Revisions of estimates of January 1, 1993         11,054          23,575
  Production                                       (26,609)       (103,134)
                                                ----------       ---------
  Net proved reserves at December 31, 1993         344,452       1,720,689
  Revisions of estimates of December 31, 1993      (44,116)       (475,195)
  Production                                       (23,049)        (87,154)
                                                ----------       ---------
  Net proved reserves at December 31, 1994         277,287       1,158,340
  Revisions of estimates of December 31, 1994        1,799          (1,238)
  Production                                       (20,679)        (76,469)
                                                ----------       ---------
  Net proved reserves at December 31, 1995         258,407       1,080,633
                                                ==========       =========

     The  estimated  present  value of future net  revenues of proved  reserves,
calculated  using December 31, 1995 prices of $19.14 per barrel of oil and $1.88
per mcf of gas, discounted at 10% was approximately  $1,479,000 and undiscounted
was $2,653,000 at December 31, 1995.

     The Partnership  emphasizes that reserve estimates are inherently imprecise
and,  accordingly,  the estimates  are expected to change as future  information
becomes available.
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Note 8.     Major customers

     The following table reflects the major customers of the  Partnership's  oil
and gas sales during the years ended December 31:

                                          1995       1994       1993
                                          ----       ----       ----

         Mobil Oil Corporation             51%        50%        47%
         GPM Gas Corporation                -         19%        22%
         Phibro Energy, Inc.               23%        22%        24%
         Western Gas Resources, Inc.       16%         -          -

     PPDLP  is party to a  long-term  agreement  pursuant  to  which  PPDLP  and
affiliates are to sell to Phibro Energy, Inc. ("Phibro") substantially all crude
oil  (including  condensate)  which any of such entities has the right to market
from time to time.  On  December  29,  1995,  PPDLP and  Phibro  entered  into a
Memorandum of Agreement ("Phibro MOA") that cancels the prior crude oil purchase
agreement between the parties and provides for adjusted terms effective December
1, 1995.  The price to be paid for oil  purchased  under the Phibro MOA is to be
competitive  with prices paid by other  substantial  purchasers in the same area
who are  significant  competitors  of  Phibro.  The  price  to be  paid  for oil
purchased  under the Phibro MOA also  includes a  market-related  bonus that may
vary from month to month based upon spot oil prices at various  commodity  trade
points. The term of the Phibro MOA is through June 30, 1998, and it may continue
thereafter  subject to termination  rights afforded each party.  Although Phibro
was required to post a $16 million letter of credit in connection with purchases
under the prior agreement, it is anticipated that this security requirement will
be replaced by a $25  million  payment  guarantee  by Phibro's  parent  company,
Salomon Inc.  Accounts  receivable-oil  and gas sales included  $11,891 due from
Phibro at December 31, 1995.

Note 9.    Contingencies

     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 Partnership 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  Partnership 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 Partnership, 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 Partnership and others,

                                        26

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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 Partnership and the other defendants,  as well as Southmark.  Although
PPDLP believes the lawsuit is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation by the court.

     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  Partnership,
Southmark,  PPDLP and other original  plaintiffs will  vigorously  pursue appeal
when the final judgment is entered.  Southmark is vigorously pursuing its appeal
of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the Partnership is currently  scheduled for April 29,
1996.

     Legal expenses were incurred during 1989,  1990, 1991, 1992 and 1993 by the
Partnership  and other joint property  owners for  participating  in the lawsuit
pursuant  to the  joint  operating  agreement.  Litigation  settlement  proceeds
received by the Partnership,  less legal expenses incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

       A distribution  of $91,000,000 was made to the working  interest  owners,
including the Partnership, 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 Partnership) 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 Partnership, 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 Partnership based on
their respective share of revenues from the subject wells (see Note 6).

     As a condition  of the  purchase by Parker & Parsley  Petroleum  Company of
Parker & Parsley  Development  Company  ("PPDC"),  which  merged  into  PPDLP on
January  1,  1995  (see Note 10),  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.


                                        27

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Note 10.   Organization and operations

     The  Partnership was organized  December 20, 1985 as a limited  partnership
under the Texas Uniform Limited Partnership Act for the purpose of acquiring and
developing oil and gas properties.  The following is a brief summary of the more
significant provisions of the limited partnership agreement:

     Managing general partner  -  On January  1, 1995,  PPDLP, a  Texas  limited
     partnership,  became the sole managing  general  partner of the Partnership
     as a result of the merger into it of PPDC, a Delaware  corporation,  and an
     affiliate of PPDLP and  the  Company,  and which  previously  served as the
     managing  general  partner  of  the  Partnership.   PPDLP  has,  therefore,
     succeeded to all of the rights and  obligations of PPDC and will manage and
     conduct the property,  business and affairs of the  Partnership,  including
     the development drilling program  in  which the  Partnership  participates.
     PPDLP has the power and  authority  to  manage,  control and administer all
     Program and Partnership  affairs.  Under the limited partnership agreement,
     the  managing  general  partner  pays  1% of the Partnership's acquisition,
     drilling  and  completion  costs  and  1%  of its operating and general and
     administrative expenses. In return, it is allocated 1% of the Partnership's
     revenues.

     Limited partner  liability - The maximum amount of liability of any limited
     partner is the total  contributions  of such  partner plus his share of any
     undistributed profits.

     Initial  capital   contributions  -  The  limited   partners  entered  into
     subscription  agreements for aggregate capital contributions of $7,988,000.
     PPDLP is required to contribute amounts equal to 1% of initial  Partnership
     capital  less  commission  and offering  expenses  allocated to the limited
     partners  and to  contribute  amounts  necessary  to pay costs and expenses
     allocated to it under the Partnership  agreement to the extent its share of
     revenues does not cover such costs.








                                        28

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                           PARKER & PARSLEY 85-B, LTD.

                                INDEX TO EXHIBITS




     The following  documents are  incorporated by reference in response to Item
14(c):

Exhibit No.                      Description                        Page

    3(a)              Amended and Restated Certificate of             -
                      Limited Partnership of Parker & Parsley
                      85-B, Ltd.

    4(a)              Agreement of Limited Partnership of             -
                      Parker & Parsley 85-B, Ltd.

    4(b)              Form of Subscription Agreement and Power        -
                      of Attorney

    4(c)              Specimen Certificate of Limited                 -
                      Partnership Interest

   10(a)              Operating Agreement                             -

   99.1               Mutual Release and Indemnity Agreement
                      dated May 25, 1993




                                        29

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