<PAGE>
                       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
                   For the fiscal year ended December 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 number 33-11773-09


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                    (Exact name of registrant as specified in
                     its Certificate of Limited Partnership)

         TEXAS                                       76-0279533
(State of Organization)                 (I.R.S. Employer Identification No.)


                         16825 Northchase Dr., Suite 400
                              Houston, Texas 77060
                                 (281) 874-2700
          (Address and telephone number of principal executive offices)


                 Securities registered pursuant to Section 12(b)
                                   of the Act:
                                      None

                 Securities registered pursuant to Section 12(g)
                                   of the Act:
                        83,295 Limited Partnership Units


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  periods that the  registrant  was
required),  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 ]

Registrant does not have an aggregate  market value for its Limited  Partnership
Interests.

                       Documents Incorporated by Reference

Document                                             Incorporated as to

    Registration Statement No. 33-11773                Items 1 and 13
     on Form S-1


<PAGE>


                                TABLE OF CONTENTS

                             Form 10-K Annual Report
                     For the Period Ended December 31, 1998

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.

<TABLE>
<CAPTION>
ITEM NO.                       PART I                                  PAGE
  <S>         <C>                                                     <C>
   1          Business                                                  I-1
   2          Properties                                                I-5
   3          Legal Proceedings                                         I-8
   4          Submission of Matters to a Vote of
                Security Holders                                        I-8


                               PART II

   5          Market Price of and Distributions on the
                Registrant's Units and Related Limited
                Partner Matters                                        II-1
   6          Selected Financial Data                                  II-2
   7          Management's Discussion and Analysis of
                Financial Condition and Results of Operations          II-2
   8          Financial Statements and Supplementary Data              II-4
   9          Disagreements on Accounting and Financial
                Disclosure                                             II-4


                               PART III

  10          Directors and Executive Officers of the
                Registrant                                            III-1
  11          Executive Compensation                                  III-2
  12          Security Ownership of Certain Beneficial
                Owners and Management                                 III-2
  13          Certain Relationships and Related Transactions          III-2


                               PART IV

  14          Exhibits, Financial Statement Schedules
                and Reports on Form 8-K                                IV-1


                               OTHER

              Signatures
</TABLE>


<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.

                                     PART I


Item 1.  Business

General Description of Partnership

         Swift Energy Income Partners 1989-B,  Ltd., a Texas limited partnership
(the "Partnership" or the "Registrant"),  is a partnership formed under a public
serial limited partnership offering denominated Swift Energy Income Partners III
(Registration  Statement No. 33-11773 on Form S-1, originally declared effective
March 19, 1987,  and amended  effective  March 28, 1988,  May 4, 1989 and May 1,
1990 [the "Registration Statement"]).  The Partnership was formed effective June
30, 1989 under a Limited  Partnership  Agreement dated May 31, 1989. The initial
661 limited partners made capital contributions of $8,329,500.

         The  Partnership is  principally  engaged in the business of acquiring,
developing and, when  appropriate,  disposing of working interests in proven oil
and gas properties  within the continental  United States.  The Partnership does
not  engage  in  exploratory  drilling.   Each  working  interest  held  by  the
Partnership entitles the Partnership to receive, in kind or in value, a share of
the  production  of oil and gas from the producing  property,  and obligates the
Partnership  to  participate  in the  operation  of the property and to bear its
proportionate share of all operating costs associated therewith. The Partnership
typically  holds  less  than  the  entire  working  interest  in  its  producing
properties.

         At December  31,  1998,  the  Partnership  had expended or committed to
expend 100% of the limited  partners' net commitments  (i.e.,  limited partners'
commitments available to the Partnership for property acquisitions after payment
of  organization  fees and  expenses)  in the  acquisition  and  development  of
producing properties, which properties are described under Item 2, "Properties,"
below. The  Partnership's  revenues and profits are derived almost entirely from
the  sale of oil and gas  produced  from  its  properties  and  from the sale of
acquired  oil  and  gas  properties,   when  the  sale  of  such  properties  is
economically preferable to continued operation.

         The  Partnership's  business and affairs are  conducted by its Managing
General  Partner,  Swift Energy  Company,  a Texas  corporation  ("Swift").  The
Partnership's Special General Partner, VJM Corporation, a California corporation
("VJM"),  consults with and advises Swift as to certain financial matters. Swift
is the designated  operator of many of the  properties in which the  Partnership
owns  interests.  The remaining  properties  are operated by industry  operators
designated by the owners of a majority of the working interest in each property.

         The  general  manner  in  which  the  Partnership   acquires  producing
properties  and  otherwise  conducts  its business is described in detail in the
Registration Statement under "Proposed Activities," which is incorporated herein
by reference.  The following is intended only as a summary of the  Partnership's
manner of doing business and specific activities to date.

Manner of Acquiring  Properties;  Net Profits and  Overriding  Royalty  Interest
Agreement

         For the sake of legal and  administrative  convenience,  the  producing
properties  owned by the Registrant  have  typically been acquired  initially by
Swift,  which then conveyed  ownership of each such property to the  Registrant.
The  Registrant  acquires  producing  properties  from  Swift  at  the  property
acquisition  cost of such  properties  to Swift,  as  adjusted  for  intervening
operations.

         The  Registrant  entered  into a Net  Profits  and  Overriding  Royalty
Interest Agreement dated June 30, 1989 (the "NP/OR Agreement") with Swift Energy
Managed Pension Assets Partnership 1989-B, Ltd. (the "Pension Partnership"). The
Pension Partnership is a Texas limited partnership that is also managed by Swift
and VJM. The Pension Partnership was formed to acquire  nonoperating  interests,
such as net profits,  royalty and overriding royalty interests, in producing oil
and gas properties.

                                      I-1

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         Under the NP/OR Agreement,  the Registrant and the Pension  Partnership
have, in effect,  combined their funds in acquiring producing properties;  using
funds  committed to the NP/OR  Agreement by both  partnerships,  the  Registrant
acquires  producing  properties,  then promptly conveys  nonoperating  interests
therein  to  the  Pension   Partnership.   The  Registrant  initially  committed
$7,024,951  and the  Pension  Partnership  initially  committed  $3,426,365  for
acquisitions  under the NP/OR  Agreement.  The Registrant is obligated under the
NP/OR  Agreement  to convey to the Pension  Partnership  a 33% fixed net profits
interest and a variable overriding royalty interest in specified depths of every
producing  property it  acquires,  except  that (i)  properties  anticipated  to
require  significant  development  operations,  and (ii) nonoperating  interests
offered to the  Registrant by third  parties may be purchased by the  registrant
outside the NP/OR Agreement,  without  participation by the Pension Partnership.
The  Registrant is entitled to withdraw up to 30% of its  committed  funds under
the NP/OR Agreement for such acquisitions.

         All properties  acquired by the Registrant  since the date of the NP/OR
Agreement have been acquired subject to the NP/OR Agreement and the nonoperating
interests created thereby. At December 31, 1998, the Registrant had not made any
withdrawals   to  acquire   properties   anticipated   to  require   significant
development.

         In accordance with its  obligations  under the NP/OR  Agreement,  as of
December 31, 1998, the Registrant had conveyed to the Pension  Partnership a net
profits interest burdening certain depths of all producing  properties  acquired
by the  Registrant  since  the date of the  NP/OR  Agreement.  Typically,  a net
profits  interest in an oil and gas  property  entitles the owner to a specified
percentage share of the gross proceeds generated by the burdened  property,  net
of  operating  costs.  The 33% net  profits  interest  conveyed  to the  Pension
Partnership  under the NP/OR  Agreement  differs  from the  typical  net profits
interest in that it is calculated over the entire group of producing  properties
acquired under the NP/OR  Agreement;  i.e., all operating costs  attributable to
the burdened  depths of such  properties are  aggregated,  and the total is then
subtracted  from the total of all gross proceeds  attributable to such depths in
order to calculate the net profits to which the Pension Partnership is entitled.
The net profits interest conveyed to the Pension  Partnership burdens only those
depths of each subject  property which were evaluated to contain proved reserves
at the date of acquisition, to the extent such depths underlie specified surface
acreage.

         The Registrant has also conveyed to the Pension  Partnership  under the
NP/OR Agreement an overriding  royalty interest in each property  acquired since
the date of the NP/OR Agreement.  An overriding royalty interest is a fractional
interest in the gross  production (or the gross  proceeds  therefrom) of oil and
gas  from  a  property,  free  of any  exploration,  development,  operation  or
maintenance expenses. Under the NP/OR Agreement, the overriding royalty interest
burdens the portions of each producing  property that were evaluated at the date
of acquisition not to contain proved reserves.

Competition, Markets and Regulations

         Competition

         The oil and gas industry is highly  competitive in all its phases.  The
Partnership encounters strong competition from many other oil and gas producers,
many of which possess substantial financial resources, in acquiring economically
desirable Producing Properties.

         Markets

         The amounts of and price  obtainable  for oil and gas  production  from
Partnership  Properties will be affected by market factors beyond the control of
the  Partnership.  Such factors include the extent of domestic  production,  the
level of imports of foreign oil and gas, the general level of market demand on a
regional, national and worldwide basis, domestic and foreign economic conditions
that  determine  levels of industrial  production,  political  events in foreign
oil-producing  regions, and variations in governmental  regulations and tax laws
and  the  imposition  of new  governmental  requirements  upon  the  oil and gas
industry. There can be no assurance that oil and gas prices will not decrease in
the future, thereby decreasing net Revenues from Partnership Properties.

                                      I-2

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         From time to time,  there may exist a  surplus  of  natural  gas or oil
supplies,  the effect of which may be to reduce the amount of hydrocarbons  that
the  Partnerships may produce and sell while such oversupply  exists.  In recent
years,  initial steps have been taken to provide  additional gas  transportation
lines from Canada to the United States. If additional Canadian gas is brought to
the United States market, it could create downward pressure on United States gas
prices.

         Regulations

         Environmental Regulation

         The federal  government  and various state and local  governments  have
adopted  laws and  regulations  regarding  the control of  contamination  of the
environment.  These laws and regulations may require the acquisition of a permit
by Operators before drilling commences,  prohibit drilling activities on certain
lands  lying  within  wilderness  areas or where  pollution  arises  and  impose
substantial  liabilities for pollution  resulting from operations,  particularly
operations near or in onshore and offshore waters or on submerged  lands.  These
laws and  regulations  may also  increase  the  costs of  routine  drilling  and
operation of wells.  Because these laws and regulations change  frequently,  the
costs to the  Partnership of compliance  with existing and future  environmental
regulations cannot be predicted.  However, the Managing Partner does not believe
that the  Partnership is affected in a significantly  different  manner by these
regulations than are its competitors in the oil and gas industry.

         Federal Regulation of Natural Gas

         The  transportation  and sale of natural gas in interstate  commerce is
heavily  regulated  by  agencies  of  the  federal  government.   The  following
discussion is intended only as a summary of the principal statutes,  regulations
and  orders  that  may  affect  the  production  and  sale of  natural  gas from
Partnership  Properties.  This  summary  should not be relied upon as a complete
review of applicable natural gas regulatory provisions.

         FERC Orders

         Several major  regulatory  changes have been implemented by the Federal
Energy Regulatory  Commission  ("FERC") from 1985 to the present that affect the
economics of natural gas production,  transportation and sales. In addition, the
FERC  continues  to  promulgate  revisions  to various  aspects of the rules and
regulations  affecting  those  segments of the natural gas industry  that remain
subject to the FERC's jurisdiction. In April 1992, the FERC issued Order No. 636
pertaining to pipeline restructuring. This rule requires interstate pipelines to
unbundle  transportation  and sales services by separately  stating the price of
each service and by providing  customers  only the particular  service  desired,
without  regard to the source for  purchase of the gas.  The rule also  requires
pipelines to (i) provide  nondiscriminatory  "no-notice"  service  allowing firm
commitment  shippers to receive  delivery of gas on demand up to certain  limits
without  penalties,  (ii) establish a basis for release and reallocation of firm
upstream  pipeline  capacity  and  (iii)  provide  non-discriminatory  access to
capacity by firm  transportation  shippers on a  downstream  pipeline.  The rule
requires interstate  pipelines to use a straight fixed variable rate design. The
rule imposes these same requirements upon storage facilities.

         FERC Order No. 500  affects the  transportation  and  marketability  of
natural gas.  Traditionally,  natural gas has been sold by producers to pipeline
companies,  which then  resold the gas to  end-users.  FERC Order No. 500 alters
this market structure by requiring  interstate  pipelines that transport gas for
others to provide  transportation  service to  producers,  distributors  and all
other shippers of natural gas on a nondiscriminatory, "first-come, first-served"
basis ("open access  transportation"),  so that producers and other shippers can
sell natural gas directly to end-users.  FERC Order No. 500 contains  additional
provisions intended to promote greater competition in natural gas markets.

         It is not anticipated  that the  marketability  of and price obtainable
for natural gas production from  Partnership  Properties  will be  significantly
affected  by FERC  Order No.  500.  Gas  produced  from  Partnership  Properties
normally  will be sold to  intermediaries  who have entered into  transportation
arrangements with pipeline companies.  These  intermediaries will accumulate gas
purchased from a number of producers and sell the gas to end-users  through open
access pipeline transportation.

                                      I-3

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         State Regulations

         Production  of any oil  and gas  from  Partnership  Properties  will be
affected  to some  degree  by  state  regulations.  Many  states  in  which  the
Partnership will operate have statutory provisions regulating the production and
sale  of oil  and  gas,  including  provisions  regarding  deliverability.  Such
statutes, and the regulations promulgated in connection therewith, are generally
intended to prevent  waste of oil and gas and to protect  correlative  rights to
produce  oil and  gas  between  owners  of a  common  reservoir.  Certain  state
regulatory  authorities  also  regulate  the amount of oil and gas  produced  by
assigning allowable rates of production to each well or proration unit.

         Federal Leases

         Some of the Partnership's properties are located on federal oil and gas
leases  administered by various federal  agencies,  including the Bureau of Land
Management.   Various  regulations  and  orders  affect  the  terms  of  leases,
exploration and development plans, methods of operation and related matters.

         Employees

         The  Partnership  has no  employees.  Swift,  however,  has a staff  of
geologists,   geophysicists,   petroleum  engineers,   landmen,  and  accounting
personnel who  administer  the  operations of Swift and the  Partnership.  As of
December 31, 1998, Swift had 203 employees.  Swift's administrative and overhead
expenses  attributable  to  the  Partnership's   operations  are  borne  by  the
Partnership.


                                      I-4


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


Item 2.  Properties

         As of December  31, 1998,  the  Partnership  has acquired  interests in
producing oil and gas properties which are generally described below.

Principal Oil and Gas Producing Properties

         The most  valuable  fields  in the  Partnership,  based  upon  year-end
engineering  estimates of discounted  future net revenues using constant pricing
and costs, are described below.

         1. The AWP  Field is in  McMullen  County,  Texas  (Shell  Oil  Company
acquisition). The wells produce from the Olmos formation,  accounting for 50% of
the value.

         The remaining  value in the  Partnership  is  attributable  to numerous
properties  none of which equals or exceeds 15 percent of the total  Partnership
value.

Title to Properties

         Title to  substantially  all  significant  producing  properties of the
Partnership has been examined. The properties are subject to royalty, overriding
royalty and other  interests  customary in the  industry.  The Managing  General
Partner does not believe any of these burdens  materially detract from the value
of the properties or will materially detract from the value of the properties or
materially  interfere  with their use in the  operation  of the  business of the
Partnership.

Production and Sales Price

         The following table  summarizes the sales volumes of the  Partnership's
net oil and gas production  expressed in MCFs.  Equivalent  MCFs are obtained by
converting oil to gas on the basis of their relative energy content;  one barrel
equals 6,000 cubic feet of gas.


<TABLE>
<CAPTION>
                                               Net Production
                                 ----------------------------------------
                                             For the Years Ended
                                                December 31,
                                 ----------------------------------------
                                   1998           1997             1996
                                 -------         -------          -------
<S>                              <C>             <C>              <C>
Net Volumes (Equivalent MCFs)    435,490         553,381          694,667

Average Sales Price
   per Equivalent MCF            $2.00           $2.86            $2.89

Average Production Cost
   per Equivalent MCF
   (includes production taxes)   $0.90           $0.91            $0.74
</TABLE>


                                      I-5


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


Net Proved Oil and Gas Reserves

         Presented below are the estimates of the Partnership's  proved reserves
as of December 31, 1998, 1997 and 1996. All of the Partnership's proved reserves
are located in the United States.

<TABLE>
<CAPTION>
                                                              December 31,
                                   ------------------------------------------------------------------
                                          1998                    1997                   1996
                                   -------------------     -------------------    -------------------
                                               Natural                Natural                Natural
                                      Oil        Gas         Oil        Gas        Oil         Gas
                                   -------    --------     -------    --------    -------    --------
                                    (BBLS)     (MMCF)       (BBLS)     (MMCF)     (BBLS)     (MMCF)
<S>                                 <C>         <C>         <C>         <C>       <C>          <C>
Proved developed
   reserves at end of year          129,401     1,681       221,271     1,849       281,808     2,271
                                   ---------   -------     ---------    -----     ---------     -----
Proved reserves
   Balance at beginning
     of year                        258,253     2,284       319,784     2,696       409,364     3,081

   Extensions, discoveries
     and other additions                  5         1            --        --         2,128        97

   Revisions of previous
     estimates                      (74,853)     (175)      (13,163)      (18)      (11,590)      (69)

   Sales of minerals in
     place                               --        --        (2,042)     (119)      (27,950)      (32)

   Production                       (34,153)     (231)      (46,326)     (275)      (52,168)     (381)
                                   ---------   -------     ---------    -----     ---------     -----

   Balance at end of year           149,252     1,879       258,253     2,284       319,784     2,696
                                   ---------   -------     ---------    -----     ---------     -----
</TABLE>


         Revisions  of  previous  quantity  estimates  are  related to upward or
downward  variations  based on current  engineering  information  for production
rates,  volumetrics and reservoir  pressure.  Additionally,  changes in quantity
estimates  are the result of the  increase  or decrease in crude oil and natural
gas prices at each year end which have the effect of adding or  reducing  proved
reserves on marginal properties due to economic limitations.


                                      I-6


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         The following table summarizes by acquisition the Registrant's reserves
and gross and net  interests in  producing  oil and gas wells as of December 31,
1998:

<TABLE>
<CAPTION>
                                                                 Reserves
                                                             December 31, 1998
                                                           ---------------------

                                                                           Natural                  Wells
                                                         Oil                 Gas            -----------------------
Acquisition                 State(s)                   (BBLS)              (MMCF)            Gross            Net
-----------                 ---------                  ------              -------          ------          -------
<S>                        <C>                         <C>                 <C>                <C>            <C>
Shell Oil Company          TX                           45,276               995               67             2.912
Union Pacific              AR, KS, NM,
                           OK, TX                       58,229               324              127             5.072
Ellison                    OK                            7,503                 1               40             1.067
Cairn                      AL, AR, CA, KS,
                           LA, MI, MS, NM,
                           OK, TX, WY                    7,511                29              177             1.828
Hyde                       AK, LA, OK, TX                5,190               240               25             0.712
Norcen Explorer            WY                           22,469                89               29             0.975
U.S. Companies             TX                              169                11               19             0.457
Mission Oil
   Company                 TX                              799                22               47             0.308
Hardy Oil Company          TX                              605                26                4             0.012
Amoco                      OK                            1,501               142              108             2.243
                                                     ---------             -----             ----            ------
                                                       149,252             1,879              643            15.586
                                                     ---------             -----             ----            ------
</TABLE>

         There are numerous  uncertainties  inherent in estimating quantities of
proved  reserves and in projecting  the future rates of  production,  timing and
plan of  development.  Oil and gas reserve  engineering  must be recognized as a
subjective process of estimating  underground  accumulations of oil and gas that
cannot be measured  in an exact way,  and  estimates  of other  engineers  might
differ  from  those  above,  audited  by H. J.  Gruy and  Associates,  Inc.,  an
independent petroleum consulting firm. The accuracy of any reserve estimate is a
function of the quality of  available  data and of  engineering  and  geological
interpretation  and  judgment.  Results  of  drilling,  testing  and  production
subsequent  to the date of the estimate may justify  revision of such  estimate,
and, as a general rule,  reserve  estimates based upon  volumetric  analysis are
inherently  less  reliable  than  those  based on  lengthy  production  history.
Accordingly,  reserve  estimates are often  different from the quantities of oil
and gas that are ultimately recovered.

         In estimating  the oil and natural gas  reserves,  the  Registrant,  in
accordance with criteria  prescribed by the Securities and Exchange  Commission,
has used prices received as of December 31, 1998 without  escalation,  except in
those instances where fixed and determinable  gas price  escalations are covered
by  contracts,  limited  to the  price the  Partnership  reasonably  expects  to
receive.  The  Registrant  does not believe that any  favorable or adverse event
causing a significant  change in the estimated  quantity of proved  reserves has
occurred between December 31, 1998 and the date of this report.

         Future prices received for the sale of the  Partnership's  products may
be higher or lower than the prices used in the evaluation  described  above; the
operating  costs relating to such  production may also increase or decrease from
existing  levels.  The estimates  presented  above are in accordance  with rules
adopted by the Securities and Exchange Commission.

                                      I-7

<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


Item 3. Legal Proceedings

         The Partnership is not aware of any material pending legal  proceedings
to which it is a party or of which any of its property is the subject.

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

         No matters  were  submitted  to a vote of limited  partners  during the
fourth quarter of the fiscal year covered by this report.


                                      I-8


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.

                                     PART II


Item 5. Market Price of and Distributions on the Registrant's  Units and Related
Limited Partner Matters

Market Information

         Units in the  Partnership  were  initially  sold at a price of $100 per
Unit.  Units are not traded on any exchange and there is no  established  public
trading  market for the Units.  Swift is aware of negotiated  transfers of Units
between  unrelated  parties;  however,  these  transfers  have been  limited and
sporadic.  Due to the  nature of these  transactions,  Swift  has no  verifiable
information regarding prices at which Units have been transferred.

Holders

         As of December 31, 1998,  there were 661 Limited Partners holding Units
in the Partnership.

Distributions

         The Partnership  generally makes distributions to Limited Partners on a
quarterly  basis,   subject  to  the  restrictions  set  forth  in  the  Limited
Partnership  Agreement.  In the fiscal years ending  December 31, 1997 and 1998,
the Partnership distributed a total of $1,051,600 and $801,700, respectively, to
holders of its Units.  Cash  distributions  constitute net proceeds from sale of
oil and gas  production  after  payment of lease  operating  expenses  and other
partnership expenses.  Some or all of such amounts or any proceeds from the sale
of partnership  properties  could be deemed to constitute a return of investors'
capital.

         Oil and gas  investments  involve a high risk of loss, and no assurance
can be given that any particular  level of distributions to holders of Units can
be  achieved  or  maintained.   Although  it  is   anticipated   that  quarterly
distributions  will continue to be made through 1999, the Partnership's  ability
to make distributions  could be diminished by any event adversely  affecting the
oil and gas properties in which the Partnership  owns interests or the amount of
revenues received by the Partnership therefrom.

         The  Partnership's   Limited  Partnership  Agreement  contains  various
provisions  which might serve to delay,  defer or prevent a change in control of
the Partnership,  such as the requirement of a vote of Limited Partners in order
to  sell  all  or  substantially  all  of the  Partnership's  properties  or the
requirement of consent by the Managing  General  Partner to transfers of limited
partnership interests.


                                      II-1


<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


Item 6. Selected Financial Data

         The following  selected  financial  data,  prepared in accordance  with
generally  accepted  accounting  principles as of December 31, 1998, 1997, 1996,
1995 and  1994,  should be read in  conjunction  with the  financial  statements
included in Item 8:

<TABLE>
<CAPTION>
                                  1998               1997               1996              1995             1994
                              ------------       ------------       ------------      ------------     ------------
<S>                        <C>                <C>                <C>                <C>               <C>
Revenues                   $     919,530      $   1,668,209      $   2,087,152      $    1,446,892    $   1,585,624
Income (Loss)              $    (826,418)     $     545,642      $     878,068      $       88,233    $     163,263
Total Assets               $   2,190,617      $   3,871,732      $   4,602,323      $    4,553,686    $   4,797,750
Cash Distributions         $     867,764      $   1,171,200      $     621,647      $      327,156    $     640,053
Long Term Obligations      $          --      $          --      $          --      $           --    $      25,000
Limited Partners' Net
 Income (Loss) Per Unit    $      (10.52)     $        5.53      $        9.11      $         (.61)   $        1.24
Limited Partners' Cash
 Distributions Per Unit    $        9.63      $       12.63      $        6.25      $         3.32    $        6.75
</TABLE>


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

Liquidity and Capital Resources

         Oil  and  gas  reserves  are  depleting   assets  and  therefore  often
experience   significant   production  declines  each  year  from  the  date  of
acquisition  through the end of the life of the property.  The primary source of
liquidity to the  Partnership  comes almost  entirely from the income  generated
from the sale of oil and gas produced  from  ownership  interests in oil and gas
properties.   Net  cash  provided  by  operating  activities  totaled  $631,921,
$1,136,772 and $1,038,759 in 1998, 1997 and 1996,  respectively.  This source of
liquidity and the related results of operations, and in turn cash distributions,
will decline in future  periods as the oil and gas produced from the  properties
also  declines  while  production  and general and  administrative  costs remain
relatively  stable  making  it  unlikely  that  the  Partnership  will  hold the
properties  until they are fully  depleted,  but will  likely  liquidate  when a
substantial  majority of the reserves have been produced.  The  Partnership  has
expended  all  of  the   partner's  net   commitments   available  for  property
acquisitions and development by acquiring producing oil and gas properties.  The
partnership invests primarily in proved producing properties with nominal levels
of future costs of development for proven but undeveloped reserves.  Significant
purchases  of  additional  reserves  or  extensive  drilling  activity  are  not
anticipated.  Capital  expenditures  totaled $153,380,  $220,719 and $219,745 in
1998,  1997  and  1996,  respectively.   Cash  distributions  totaled  $867,764,
$1,711,200 and $621,647 in 1998, 1997 and 1996, respectively.

         Subject to 1999 market conditions  remaining  comparable with 1998, the
Managing  General  Partner  anticipates an increase in liquidity,  provided that
certain  development  work  scheduled  in 1999 is  completed  successfully.  The
Partnership  plans to spend in the next three years an  estimated  $181,000  for
capital  expenditures  needed for this  development  work and the enhancement of
proved oil and gas reserves.  The Managing General Partner  anticipates that the
Partnership will have adequate liquidity from income from continuing  operations
to satisfy any future capital  expenditure  requirements.  Funds  generated from
bank  borrowings  and proceeds from the sale of oil and gas  properties  will be
used to supplement this effort if deemed necessary.

Results of Operations

         Oil and gas sales  decreased  45 percent in 1998 vs. 1997. A decline in
the 1998 oil prices received of 38 percent or $6.73/BBL had a significant impact
on partnership performance. The average sales price per equivalent MCF decreased
30 percent in 1998 as oil prices decreased 38 percent and gas prices declined 23
percent.  Also,  production volumes decreased 21 percent due to a 26 percent oil
production decrease and a 16 percent gas production decline.

         Production cost per equivalent MCF decreased a slight 1 percent in 1998
compared to 1997; however,total production costs decreased 22 percent in 1998.

         Associated  depreciation  expense  decreased  16  percent  in 1998 when
compared to 1997, also related to the decline in production volumes.

                                      II-2

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         The  Partnership  recorded an  additional  provision  in  depreciation,
depletion  and  amortization  in  1998  of  $815,132  when  the  present  value,
discounted  at ten percent,  of estimated  future net revenues  from oil and gas
properties,  using the guidelines of the Securities and Exchange Commission, was
below the fair market value paid for oil and gas properties  resulting in a full
cost ceiling impairment.

         Oil and gas sales  decreased  21 percent in 1997 vs.  1996.  Production
volumes decreased 20 percent due to a 28 percent gas production  decrease and an
11  percent  oil  production  decline.  The  decrease  in  production,   due  to
accelerated  production  declines on mature wells,  had a significant  impact on
partnership performance.  The partnership's sale of several low value properties
in 1996 and 1997 also had an impact on 1997 partnership  performance.  A decline
in the 1997 oil prices received of 9 percent or $1.80/BBL further contributed to
the Partnership's decreased revenues. The average sales price per equivalent MCF
decreased  1 percent  in 1997 as oil prices  declined  9 percent  but gas prices
increased 7 percent.

         Production  cost  per  equivalent  MCF  decreased  23  percent  in 1997
compared to 1996,  primarily due to the decline in production volumes;  however,
total production costs decreased 2 percent in 1997.

         Associated  depreciation  expense  decreased  14  percent  in 1997 when
compared to 1996, also related to the decline in production volumes

         During 1999,  Partnership revenues and costs will be shared between the
limited  partners and general  partners in an 85:15 ratio,  based on Partnership
payout having occurred in January 1998.

Year 2000

         The Year  2000  issue  results  from  computer  programs  and  embedded
computer chips with date fields that cannot  distinguish  between the years 1900
and 2000.  The  Managing  General  Partner is currently  implementing  the steps
necessary to make its operations and the related  operations of the  Partnership
capable of addressing the Year 2000. These steps include upgrading,  testing and
certifying its computer systems and field operation  services and obtaining Year
2000  compliance  certification  from  all  important  business  suppliers.  The
Managing  General  Partner  formed a task force  during 1998 to address the Year
2000 issue and prepare its business systems for the Year 2000. By mid-1999,  the
Managing  General  Partner  expects  the mission  critical  systems to be either
replaced or updated and testing to be virtually completed.

         The Managing  General  Partner's  business  systems are almost entirely
comprised of off-the-shelf  software.  Most of the necessary changes in computer
instructional code can be made by upgrading this software.  The Managing General
Partner is  currently  in the  process  of either  upgrading  the  off-the-shelf
software or receiving  certification  as to Year 2000 compliance from vendors or
third party  consultants.  A testing phase is being conducted as the software is
updated or certified and is expected to be completed by mid-1999.


                                      II-3

<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         The Managing  General  Partner does not believe that costs  incurred to
address the Year 2000 issue with  respect to its  business  systems  will have a
material effect on the Partnership's results of operations, or its liquidity and
financial condition. The estimated total cost to the Managing General Partner to
address Year 2000 issues is projected  to be less than  $150,000,  most of which
will be spent during the testing phase. The Partnership's  share of this cost is
expected to be insignificant.

         The failure to correct a material  Year 2000 problem could result in an
interruption,  or failure of certain normal  business  activities or operations.
Based on activities to date, the Managing  General Partner believes that it will
be able  to  resolve  any  Year  2000  problems  concerning  its  financial  and
administrative  systems.  It is  undeterminable  how all the aspects of the Year
2000 will impact the Partnership. The most reasonably likely worst case scenario
would involve a prolonged  disruption of external  power sources upon which core
equipment relies,  resulting in a substantial  decrease in the Partnership's oil
and gas production  activities.  In addition, the pipeline operators to whom the
Managing General Partner sells the  Partnership's  natural gas, as well as other
customers and suppliers,  could be prone to Year 2000 problems that could not be
assessed or detected by the  Managing  General  Partner.  The  Managing  General
Partner is contacting  its major  purchasers,  customers,  suppliers,  financial
institutions and others with whom it conducts business to determine whether they
will be able to  resolve  in a timely  manner  any Year 2000  problems  directly
affecting the Managing  General Partner or Partnership and to inform them of the
Managing General Partner's  internal  assessment of its Year 2000 review.  There
can be no  assurance  that such  third  parties  will not fail to  appropriately
address  their  Year  2000  issues  or will not  themselves  suffer a Year  2000
disruption  that  could  have a  material  adverse  effect on the  Partnership's
activities, financial condition or operating results. Based upon these responses
and any  problems  that arise  during the testing  phase,  contingency  plans or
back-up systems would be determined and addressed.

Item 8. Financial Statements and Supplementary Data

         See Part IV, Item 14(a) for index to financial statements.

Item 9. Disagreements on Accounting and Financial Disclosure

         None.


                                      II-4


<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

         As a limited partnership,  the Registrant has no directors or executive
officers.  The  business and affairs of the  Registrant  are managed by Swift as
Managing General Partner. Set forth below is certain information as of March 12,
1999 regarding the directors and executive officers of Swift.

<TABLE>
<CAPTION>
                                            Position(s) with
         Name              Age          Swift and Other Companies
         ----              ---          -------------------------
<S>                        <C>     <C>
                                   DIRECTORS
A. Earl Swift              65      Chief Executive Officer and
                                   Chairman of the Board

Virgil N. Swift            70      Executive Vice President - Business
                                   Development, Vice Chairman of the Board

G. Robert Evans            67      Director of Swift; Chairman of the Board,
                                   Material Sciences Corporation;
                                   Director, Consolidated Freightways, Inc.,
                                   Fibreboard  Corporation,   Elco  Industries,
                                   and Old Second Bancorp

Raymond O. Loen            74      Director of Swift; President, R. O. Loen
                                   Company

Henry C. Montgomery        63      Director of Swift; Chairman of the Board,
                                   Montgomery Financial Services Corporation;
                                   Director, Southwall Technology Corporation

Clyde W. Smith, Jr.        51      Director of Swift; President, Somerset
                                   Properties, Inc.

Harold J. Withrow          71      Director of Swift

                                   EXECUTIVE OFFICERS

Terry E. Swift             43      President, Chief Operating Officer

John R. Alden              53      Senior Vice President - Finance,
                                   Chief Financial Officer and Secretary

Bruce H. Vincent           51      Senior Vice President - Funds Management

James M. Kitterman         54      Senior Vice President - Operations

Joe A. D'Amico             50      Senior Vice President- Exploration and
                                   Development

Alton D. Heckaman, Jr.     41      Vice President - Finance and Controller
</TABLE>

                                     III-1

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.


         From time to time, Swift as Managing General Partner of the Partnership
purchases Units in the  Partnership  from investors who offer the Units pursuant
to their right of  presentment,  which  purchases are made pursuant to terms set
out in the  Partnership's  original Limited  Partnership  Agreement.  Due to the
frequency  and  large  number  of  these   transactions,   Swift  reports  these
transactions  under  Section  16 of the  Securities  Exchange  Act of 1934 on an
annual  rather than a monthly  basis.  In some cases such annual  reporting  may
constitute a late filing of the required Section 16 reports under the applicable
Section 16 rules.

Item 11.  Executive Compensation

         As  noted  in  Item  10,  "Directors  and  Executive  Officers  of  the
Registrant,"  above,  the Partnership has no executive  officers.  The executive
officers of Swift and VJM are not compensated by the Partnership.

         Certain fees and  allowances  contemplated  by the Limited  Partnership
Agreement  have been paid by the  Partnership  to Swift and VJM. See Note (4) in
Notes  To  Financial   Statements   (Related-Party   Transactions)  for  further
discussion.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         Swift Energy Company,  the Managing General  Partner,  located at 16825
Northchase  Drive,   Suite  400,  Houston,   Texas  77060,  owns  7,588  Limited
Partnership Units, which is 9.11 percent of all outstanding  Limited Partnership
Units. All Limited Partnership Units owned by Swift were acquired from investors
who  offered  the  Limited   Partnership   Units  pursuant  to  their  right  of
presentment.  As the Managing General Partner, Swift is not permitted generally,
under the Limited Partnership Agreement,  to vote its Limited Partnership Units.
Swift  also  owns  a  general  partnership  interest  of  13.5  percent  of  all
partnership interests in the Partnership.

         Swift and VJM are not aware of any arrangement,  the operation of which
may at a subsequent date result in a change in control of the Partnership.

Item 13.  Certain Relationships and Related Transactions

         As  noted  in  Item  10,  "Directors  and  Executive  Officers  of  the
Registrant," above, the Partnership has no executive officers or directors,  and
thus has not  engaged  in any  transactions  in which  any  such  person  had an
interest.  The Partnership is permitted to engage in certain  transactions  with
Swift as Managing General Partner and VJM as Special General Partner, subject to
extensive  guidelines  and  restrictions  as  described  in  the  "Conflicts  of
Interest"  section  of the  Amended  Prospectus  contained  in the  Registration
Statement, which is incorporated herein by reference.

         Summarized  below are the  principal  transactions  that have  occurred
between the Partnership and Swift, VJM and their affiliates.

         1. The oil and gas properties acquired by the Partnership, as described
in Item 2, "Properties"  above, were typically  acquired initially by Swift from
the  seller  thereof  and  subsequently  transferred  to the  Partnership.  Such
transfers  were made by Swift at its Property  Acquisition  Costs (as defined in
the  Limited  Partnership  Agreement),  less any amounts  received  from sale of
production  between the time of acquisition by Swift and the time of sale to the
Partnership.

         2.  Swift  acts  as  operator  for  many  of the  wells  in  which  the
Partnership  has  acquired  interests  and has  received  compensation  for such
activities in accordance with standard industry operating agreements.

         3. The  Partnership  paid to Swift and VJM certain fees as contemplated
by the  Limited  Partnership  Agreement.  See Note  (4) in  Notes  To  Financial
Statements (Related-Party Transactions) for further discussion.


                                     III-2


<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.

                                     PART IV

<TABLE>
<CAPTION>
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

      a(1)     FINANCIAL STATEMENTS                                  PAGE NO.
                                                                     --------
               <S>                                                     <C>
               Report of Independent Public Accountants                IV-2

               Balance Sheets as of December 31, 1998 and 1997         IV-3

               Statements of Operations for the years ended
                  December 31, 1998, 1997 and 1996                     IV-4

               Statements of Partners' Capital for the years ended
                  December 31, 1998, 1997 and 1996                     IV-5

               Statements of Cash Flows for the years ended
                  December 31, 1998, 1997 and 1996                     IV-6

               Notes to Financial Statements                           IV-7
</TABLE>

       a(2)    FINANCIAL STATEMENT SCHEDULES

               All schedules required by the SEC are either  inapplicable or the
               required information is included in the Financial Statements, the
               Notes thereto, or in other information included elsewhere in this
               report.

       a(3)    EXHIBITS

               3.1    Limited  Partnership  Agreement  of  Swift  Energy  Income
                      Partners 1989-B,  Ltd., dated May 31, 1989. (Form 10-K for
                      year ended December 31, 1989, Exhibit 3.1).

               3.2    Certificate of Limited  Partnership of Swift Energy Income
                      Partners  1989-B,  Ltd., as filed June 30, 1989,  with the
                      Texas  Secretary  of  State.  (Form  10-K for  year  ended
                      December 31, 1989, Exhibit 3.2).

               10.1   Net  Profits and  Overriding  Royalty  Interest  Agreement
                      between  Swift Energy  Income  Partners  1989-B,  Ltd. and
                      Swift Energy Managed  Pension Assets  Partnership  1989-B,
                      Ltd.  dated June 30,  1989.  (Form 10-K for the year ended
                      December 31, 1989, Exhibit 10.1).

               99.1   A copy of the following section of the Amended  Prospectus
                      dated  March  28,  1988,   contained   in   Post-Effective
                      Amendment No. 1 to Registration  Statement No. 33-11773 on
                      Form S-1 for Swift Energy Income Partners III, as filed on
                      March 25,  1988,  which have been  incorporated  herein by
                      reference:   "Proposed   Activities"  (pp  36  -  50)  and
                      "Conflicts of Interest" (pp. 70 - 78). (Form 10-K for year
                      ended December 31, 1989, Exhibit 28.1).

       b(1)    REPORTS ON FORM 8-K

               No reports on Form 8-K have been filed  during the quarter  ended
December 31, 1998.

Supplemental  Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.

         No annual report to security  holders covering the  Partnership's  1998
fiscal  year,  or proxy  statement,  form of proxy  or  other  proxy  soliciting
material has been sent to Limited Partners of the Partnership.

                                      IV-1

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Swift Energy Income Partners 1989-B, Ltd.:

         We have audited the accompanying  balance sheets of Swift Energy Income
Partners 1989-B, Ltd., (a Texas limited partnership) as of December 31, 1998 and
1997, and the related statements of operations, partners' capital and cash flows
for the years ended December 31, 1998, 1997 and 1996. These financial statements
are  the  responsibility  of the  Managing  General  Partner'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 Swift Energy Income
Partners 1989-B,  Ltd., as of December 31, 1998 and 1997, and the results of its
operations  and its cash flows for the years ended  December 31, 1998,  1997 and
1996, in conformity with generally accepted accounting principles.






                                             ARTHUR ANDERSEN LLP




Houston, Texas
February 10, 1999


                                      IV-2


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997



<TABLE>
<CAPTION>
                                                                                            1998                 1997
                                                                                       --------------       --------------
         <S>                                                                           <C>                  <C>
         ASSETS:

         Current Assets:
              Cash and cash equivalents                                                $        1,311       $      390,534 
              Oil and gas sales receivable                                                    191,690              402,035 
                                                                                       ---------------      ---------------
                  Total Current Assets                                                        193,001              792,569 
                                                                                       ---------------      ---------------

         Gas Imbalance Receivable                                                              64,023               93,964 
                                                                                       ---------------      ---------------

         Oil and Gas Properties, using full cost
              accounting                                                                    8,671,082            8,517,702 
         Less-Accumulated depreciation, depletion
              and amortization                                                             (6,737,489)          (5,532,503)
                                                                                       ---------------      ---------------
                                                                                            1,933,593            2,985,199 
                                                                                       ---------------      ---------------
                                                                                       $    2,190,617       $    3,871,732 
                                                                                       ===============      ===============


         LIABILITIES AND PARTNERS' CAPITAL:

         Current Liabilities:
              Accounts Payable                                                         $      158,562       $      138,407 
                                                                                       ---------------      ---------------

         Deferred Revenues                                                                     52,630               59,718 

         Limited Partners' Capital (83,295 Limited Partnership Units;
                                   $100 per unit)                                           1,957,698            3,623,998 
         General Partners' Capital                                                             21,727               49,609 
                                                                                       ---------------      ---------------
                  Total Partners' Capital                                                   1,979,425            3,673,607 
                                                                                       ---------------      ---------------
                                                                                       $    2,190,617       $    3,871,732 
                                                                                       ===============      ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-3


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                     1998             1997              1996
                                                                ---------------  ---------------   ---------------
<S>                                                             <C>              <C>               <C>
REVENUES:
   Oil and gas sales                                            $       908,178  $     1,637,588   $     2,061,614 
   Interest income                                                        5,025           22,462             7,252 
   Other                                                                  6,327            8,159            18,286 
                                                                ---------------  ---------------   --------------- 
                                                                        919,530        1,668,209         2,087,152 
                                                                ---------------  ---------------   --------------- 

COSTS AND EXPENSES:
   Lease operating                                                      341,962          414,190           402,958 
   Production taxes                                                      50,333           89,684           109,935 
   Depreciation, depletion
     and amortization -
        Normal provision                                                389,854          463,397           540,962 
        Additional provision                                            815,132               --                -- 
   General and administrative                                           148,667          155,296           154,834 
   Interest expense                                                          --               --               395 
                                                                ---------------  ---------------   --------------- 
                                                                      1,745,948        1,122,567         1,209,084 
                                                                ---------------  ---------------   --------------- 
INCOME (LOSS)                                                   $      (826,418) $       545,642   $       878,068 
                                                                ===============  ===============   =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-4




<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                         STATEMENTS OF PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996



<TABLE>
<CAPTION>
                                                    Limited          General          Combining
                                                   Partners         Partners         Adjustment           Total
                                               --------------   ---------------  ---------------     --------------
<S>                                            <C>              <C>              <C>                 <C>
Balance,
     December 31, 1995                         $    3,887,323   $        64,886  $        90,535     $    4,042,744 

Income (Loss)                                         758,870           123,384           (4,186)           878,068 

Cash Distributions                                   (520,600)         (101,047)              --           (621,647)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1996                               4,125,593            87,223           86,349          4,299,165 
                                              ---------------   ---------------  ---------------     ---------------

Income (Loss)                                         460,810            81,986            2,846            545,642 

Cash Distributions                                 (1,051,600)         (119,600)              --         (1,171,200)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1997                               3,534,803            49,609           89,195          3,673,607 
                                              ---------------   ---------------  ---------------    --------------- 

Income (Loss)                                        (876,218)           38,182           11,618           (826,418)

Cash Distributions                                   (801,700)          (66,064)              --           (867,764)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1998                         $     1,856,885   $        21,727  $       100,813     $    1,979,425 
                                              ===============   ===============  ===============    =============== 



Limited Partners' net income (loss)
    per unit

    1996                                      $          9.11 
                                              =============== 
    1997                                      $          5.53 
                                              =============== 
    1998                                      $        (10.52)
                                              =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-5


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                       1998            1997              1996
                                                                                 ---------------   ---------------  --------------- 
<S>                                                                              <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Income (Loss)                                                                $      (826,418)  $       545,642  $       878,068 
    Adjustments to reconcile income (loss) to
      net cash provided by operations:
      Depreciation, depletion and amortization                                         1,204,986           463,397          540,962 
      Change in gas imbalance receivable
          and deferred revenues                                                           22,853            31,690            2,584 
      Change in assets and liabilities:
        (Increase) decrease in oil and gas sales receivable                              210,345           191,348         (210,789)
        Increase (decrease) in accounts payable                                           20,155           (95,305)        (172,066)
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) operating activities                    631,921         1,136,772        1,038,759 
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to oil and gas properties                                                 (153,380)         (220,719)        (219,745)
    Proceeds from sales of oil and gas properties                                             --           147,994          323,428 
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) investing activities                   (153,380)          (72,725)         103,683 
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions to partners                                                      (867,764)       (1,171,200)        (621,647)
    Payments on note payable                                                                  --                --          (25,000)
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) financing activities                   (867,764)       (1,171,200)        (646,647)
                                                                                 ---------------   ---------------  --------------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (389,223)         (107,153)         495,795 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                           390,534           497,687            1,892 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT END OF YEAR                                         $         1,311   $       390,534  $       497,687 
                                                                                 ===============   ===============  =============== 
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest                                       $            --   $            --  $           605 
                                                                                 ===============   ===============  =============== 
Supplemental disclosure of non-cash investing activities:
  Oil and gas properties disposition for which cash will be
  received in a subsequent period                                                $            --   $            --  $       120,429 
                                                                                 ===============   ===============  ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-6


<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                          NOTES TO FINANCIAL STATEMENTS

(1) Organization and Terms of Partnership Agreement -

         Swift Energy Income Partners 1989-B,  Ltd., a Texas limited partnership
("the Partnership"),  was formed on June 30, 1989, for the purpose of purchasing
and operating  producing oil and gas properties  within the  continental  United
States. Swift Energy Company ("Swift"), a Texas corporation, and VJM Corporation
("VJM"), a California corporation, serve as Managing General Partner and Special
General  Partner of the  Partnership,  respectively.  The general  partners  are
required to contribute up to 1/99th of limited  partner net  contributions.  The
661 limited partners made total capital contributions of $8,329,500.

         Property  acquisition costs and the management fee are borne 99 percent
by the limited  partners and one percent by the general  partners.  Organization
and syndication costs were borne solely by the limited partners.

         Initially, all continuing costs (including development costs, operating
costs,  general  and  administrative  reimbursements  and direct  expenses)  and
revenues are allocated 90 percent to the limited partners and ten percent to the
general partners. If prior to partnership payout, as defined,  however, the cash
distribution rate (as defined in the Partnership Agreement) for a certain period
equals or exceeds 17.5 percent,  then for the  following  calendar  year,  these
continuing  costs and  revenues  will be  allocated  85 percent  to the  limited
partners  and 15 percent to the  general  partners.  After  partnership  payout,
continuing costs and revenues will be shared 85 percent by the limited partners,
and 15 percent by the general  partners,  even if the cash  distribution rate is
less  than  17.5  percent.  During  1992 and 1991,  the cash  distribution  rate
exceeded  17.5  percent and thus,  in 1993 and 1992,  the  continuing  costs and
revenues  were shared 85 percent by the limited  partners  and 15 percent by the
general partners.  During 1997, 1996, 1995, 1994 and 1993, the cash distribution
rate  fell  below  17.5  percent  and  thus,  in 1997,  1996,  1995 and 1994 the
continuing costs and revenues were shared 90 percent by the limited partners and
10 percent by the general partners.  Payout occurred in January 1998; therefore,
for 1998 and each year remaining in the life of the partnership,  the continuing
costs and revenues were (will be) shared 85 percent by the limited  partners and
15 percent by the general partners.

(2) Significant Accounting Policies -

Use of Estimates --

         The  preparation of 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 at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during  the  reporting  period.   Actual  results  could  differ  from
estimates.

Oil and Gas Properties --

         The  Partnership  accounts  for its  ownership  interest in oil and gas
properties   using  the   proportionate   consolidation   method,   whereby  the
Partnership's share of assets, liabilities, revenues and expenses is included in
the appropriate classification in the financial statements.

         For  financial   reporting   purposes,   the  Partnership  follows  the
"full-cost"  method of  accounting  for oil and gas property  costs.  Under this
method of accounting,  all productive  and  nonproductive  costs incurred in the
acquisition and development of oil and gas reserves are capitalized.  Such costs
include lease  acquisitions,  geological  and  geophysical  services,  drilling,
completion,  equipment and certain  general and  administrative  costs  directly
associated   with   acquisition   and   development   activities.   General  and
administrative  costs related to production and general overhead are expensed as
incurred.  No general and administrative costs were capitalized during the years
ended December 31, 1998, 1997 and 1996.

                                      IV-7

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         Future  development,  site  restoration,  dismantlement and abandonment
costs,  net of salvage  values,  are estimated on a  property-by-property  basis
based on  current  economic  conditions  and are  amortized  to  expense  as the
Partnership's capitalized oil and gas property costs are amortized.

         The  unamortized  cost of oil  and gas  properties  is  limited  to the
"ceiling  limitation",  (calculated  separately  for  the  Partnership,  limited
partners,  and general  partners).  The "ceiling  limitation" is calculated on a
quarterly  basis and  represents  the estimated  future net revenues from proved
properties  using current prices,  discounted at ten percent.  Proceeds from the
sale or  disposition of oil and gas properties are treated as a reduction of oil
and gas  property  costs  with no gains or  losses  being  recognized  except in
significant transactions.

         The Partnership computes the provision for depreciation,  depletion and
amortization of oil and gas properties on the units-of-production  method. Under
this method,  the provision is calculated by multiplying  the total  unamortized
cost of oil and gas properties,  including future development, site restoration,
dismantlement  and abandonment  costs, by an overall  amortization  rate that is
determined  by dividing  the physical  units of oil and gas produced  during the
period  by the  total  estimated  units of proved  oil and gas  reserves  at the
beginning of the period.

         The  calculation  of the "ceiling  limitation"  and the  provision  for
depreciation,  depletion,  and  amortization  is based on  estimates  of  proved
reserves.  There are numerous uncertainties inherent in estimating quantities of
proved  reserves and in projecting  the future rates of  production,  timing and
plan of development.  The accuracy of any reserve  estimate is a function of the
quality of available data and of engineering and geological  interpretation  and
judgment.  Results of drilling, testing and production subsequent to the date of
the  estimate  may  justify  revision  of such  estimate.  Accordingly,  reserve
estimates  are  often  different  from  the  quantities  of oil and gas that are
ultimately recovered.

Cash and Cash Equivalents --

         Highly liquid debt instruments with an initial maturity of three months
or less are considered to be cash equivalents.

Reclassifications --

         Certain  reclassifications have been made to the prior year balances to
conform with the current year presentation.

(3) Oil and Gas Capitalized Costs -

         The  following  table sets forth  capital  expenditures  related to the
Partnership's oil and gas operations:

<TABLE>
<CAPTION>
                                  Year Ended December 31,
                            ------------------------------------
                               1998          1997         1996
                            ----------     --------     --------
<S>                         <C>         <C>          <C>
Acquisition of
  proved properties         $       --  $        --  $        --

Development                    153,380      220,719      219,745
                            ----------     --------     --------
                            $  153,380  $   220,719  $   219,745
                            ----------     --------     --------
</TABLE>

                                      IV-8

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         All oil and gas  property  acquisitions  are made by Swift on behalf of
the Partnership. The costs of the properties include the purchase price plus any
costs incurred by Swift in the evaluation and acquisition of properties.

         During 1998, the  Partnership's  unamortized oil and gas property costs
exceeded the quarterly  calculations of the "ceiling limitation" resulting in an
additional provision for depreciation, depletion and amortization of 815,132. In
addition,  the limited partners' share of unamortized oil and gas property costs
exceeded their "ceiling  limitation" in 1998 resulting in a valuation  allowance
of $853,480.  This amount is included in the income (loss)  attributable  to the
limited  partners shown in the statements of partners'  capital  together with a
"combining  adjustment"  for  the  differences  between  the  limited  partners'
valuation  allowances  and the  Partnership's  full cost ceiling write down. The
"combining   adjustment"   changes   quarterly   as  the   Partnership's   total
depreciation,  depletion  and  amortization  provision  is more or less than the
combined depreciation,  depletion and amortization provision attributable to the
general and limited partners.

(4) Related-Party Transactions -

         An  affiliate  of the  Special  General  Partner,  as  Dealer  Manager,
received   $202,238  for  managing  and   overseeing  the  offering  of  limited
partnership units.

         A one-time  management  fee of  $208,238  was paid to Swift in 1989 for
services  performed  for the  Partnership.  During  1998,  1997  and  1996,  the
Partnership  paid  Swift  $124,943  per  year as a  general  and  administrative
overhead allowance.

         Effective June 30, 1989, the Partnership entered into a Net Profits and
Overriding  Royalty  Interest  Agreement  ("NP/OR  Agreement") with Swift Energy
Managed Pension Assets Partnership 1989-B, Ltd. ("Pension Partnership"), managed
by Swift for the purpose of acquiring working interests in producing oil and gas
properties.  Under terms of the NP/OR Agreement, the Partnership has conveyed to
the Pension  Partnership  a  nonoperating  interest in the aggregate net profits
(i.e.,  oil and gas  sales net of  related  operating  costs) of the  properties
acquired equal to its proportionate share of the property acquisition costs.

(5) Federal Income Taxes -

         The Partnership is not a tax-paying entity. No provision is made in the
accounts of the Partnership for federal or state income taxes,  since such taxes
are liabilities of the individual partners,  and the amounts thereof depend upon
their respective tax situations.

         The tax returns and the amount of distributable  Partnership income are
subject to  examination  by the federal  and state  taxing  authorities.  If the
Partnership's  ordinary  income for federal  income tax  purposes is  ultimately
changed by the taxing  authorities,  the tax  liability of the limited  partners
could be changed  accordingly.  Ordinary  income  reported on the  Partnership's
federal  return of income for the years ended  December 31, 1998,  1997 and 1996
was $363,951,  $1,010,086 and $1,447,767,  respectively.  The difference between
ordinary income for federal income tax purposes  reported by the Partnership and
net income or loss  reported  herein  primarily  results  from the  exclusion of
depletion  (as  described   below)  from   ordinary   income   reported  in  the
Partnership's federal return of income.

         For federal  income tax purposes,  depletion with respect to production
of  oil  and  gas  is  computed  separately  by  the  partners  and  not  by the
Partnership.  Since the amount of depletion on the  production of oil and gas is
not  computed  at  the  Partnership  level,  depletion  is not  included  in the
Partnership's  income for federal income tax purposes but is charged directly to
the  partners'  capital  accounts  to the  extent  of the cost of the  leasehold
interests, and thus is treated as a separate item on the partners' Schedule K-1.
Depletion  for  federal  income tax  purposes  may vary from that  computed  for
financial reporting purposes in cases where a ceiling adjustment is recorded, as
such amount is not recognized for tax purposes.

                                     IV-9

<PAGE>

                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(6) Gas Imbalances -

         The  Partnership  recognizes  its  ownership  interest  in natural  gas
production as revenue.  Actual production  quantities sold may be different than
the Partnership's  ownership share in a given period. If the Partnership's sales
exceed its  ownership  share of  production,  the  differences  are  recorded as
deferred revenue. Gas balancing  receivables are recorded when the Partnership's
ownership share of production exceeds sales.

(7) Vulnerability Due to Certain Concentrations -

         The Partnership's revenues are primarily the result of sales of its oil
and natural gas  production.  Market prices of oil and natural gas may fluctuate
and adversely affect operating results.

         In the normal  course of  business,  the  Partnership  extends  credit,
primarily  in the form of  monthly  oil and gas sales  receivables,  to  various
companies in the oil and gas industry which results in a concentration of credit
risk. This  concentration  of credit risk may be affected by changes in economic
or other conditions and may accordingly impact the Partnership's  overall credit
risk. However,  the Managing General Partner believes that the risk is mitigated
by the size,  reputation,  and nature of the companies to which the  Partnership
extends  credit.  In  addition,  the  Partnership  generally  does  not  require
collateral or other security to support customer receivables.

(8) Fair Value of Financial Instruments -

         The  Partnership's  financial  instruments  consist  of cash  and  cash
equivalents  and  short-term  receivables  and  payables.  The carrying  amounts
approximate  fair  value  due to the  highly  liquid  nature  of the  short-term
instruments.


                                     IV-10


<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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.


                                             SWIFT ENERGY INCOME
                                             PARTNERS 1989-B, LTD.
                                             (Registrant)

                                    By:      SWIFT ENERGY COMPANY
                                              General Partner

Date:      March 12, 1999                 By:      s/b A. Earl Swift
           --------------                    -----------------------------------
                                             A. Earl Swift
                                             Chief Executive Officer

Date:      March 12, 1999                 By:      s/b John R. Alden
           --------------                    -----------------------------------
                                             John R. Alden
                                             Principal Financial Officer

Date:      March 12, 1999                 By:      s/b Alton D. Heckaman, Jr.
           --------------                    -----------------------------------
                                             Alton D. Heckaman, Jr.
                                             Principal Accounting Officer

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 dates indicated.

                                             SWIFT ENERGY INCOME
                                             PARTNERS 1989-B, LTD.
                                             (Registrant)

                                    By:      SWIFT ENERGY COMPANY
                                              General Partner

Date:      March 12, 1999                 By:      s/b A. Earl Swift
           --------------                    -----------------------------------
                                             A. Earl Swift
                                             Director and Principal
                                             Executive Officer

Date:      March 12, 1999                 By:      s/b Virgil N. Swift
           --------------                    -----------------------------------
                                             Virgil N. Swift
                                             Director and Executive
                                             Vice President - Business
                                             Development


                                     IV-11
<PAGE>


                    SWIFT ENERGY INCOME PARTNERS 1989-B, LTD


Date:      March 12, 1999                 By:      s/b G. Robert Evans
           --------------                    -----------------------------------
                                             G. Robert Evans
                                             Director

Date:      March 12, 1999                 By:      s/b Raymond O. Loen
           --------------                    -----------------------------------
                                             Raymond O. Loen
                                             Director

Date:      March 12, 1999                 By:      s/b Henry C. Montgomery
           --------------                    -----------------------------------
                                             Henry C. Montgomery
                                             Director

Date:      March 12, 1999                 By:      s/b Clyde W. Smith, Jr.
           --------------                    -----------------------------------
                                             Clyde W. Smith, Jr.
                                             Director

Date:      March 12, 1999                 By:      s/b Harold J. Withrow
           --------------                    -----------------------------------
                                             Harold J. Withrow
                                             Director


                                     IV-12