<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 0-23986


                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                   (Exact name of registrant as specified in
                    its Certificate of Limited Partnership)

         TEXAS                                       76-0400061
(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:
                                      None


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. 33-37983            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 OPERATING PARTNERS 1993-B, LTD.


<TABLE>
<CAPTION>
ITEM NO.                             PART I                               PAGE
  <S>         <C>                                                        <C>
   1          Business                                                     I-1
   2          Properties                                                   I-5
   3          Legal Proceedings                                            I-7
   4          Submission of Matters to a Vote of
                Security Holders                                           I-7


                                     PART II

   5          Market Price of and Distributions on the
                Registrant's SDIs and Related Interest
                Holder 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 OPERATING PARTNERS 1993-B, LTD.

                                     PART I

Item 1.  Business

General Description of Partnership

         Swift  Energy  Operating   Partners  1993-B,   Ltd.,  a  Texas  limited
partnership (the  "Partnership" or the  "Registrant"),  is a partnership  formed
under a public serial limited partnership  offering denominated Swift Depositary
Interests  I  (Registration  Statement  No.  33-37983  on Form  S-1,  originally
declared  effective March 19, 1991, and amended  effective May 1, 1992, April 1,
1993,  April  19,  1994 and May 9,  1995 [the  "Registration  Statement"]).  The
Partnership  was formed  effective  June 30,  1993  under a Limited  Partnership
Agreement   dated  June  30,  1993.  The  initial  606  investors  made  capital
contributions of $9,627,683.  Investors in the Partnership hold Swift Depositary
Interests  ("SDIs")   representing   beneficial   ownership   interests  in  the
Partnership.

         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  Interest  Holders'  commitments  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 of the Partnerships," 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, 1993 (the "NP/OR Agreement") with Swift Energy
Pension  Partners  1993-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 OPERATING PARTNERS 1993-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
$9,627,683  and the  Pension  Partnership  initially  committed  $6,237,102  for
acquisitions  under the NP/OR  Agreement.  The Registrant is obligated under the
NP/OR  Agreement  to convey to the Pension  Partnership  a 39% 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 39% 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 OPERATING PARTNERS 1993-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 OPERATING PARTNERS 1993-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 OPERATING PARTNERS 1993-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 Second  Bayou  Field is located  in  Cameron  Parish,  Louisiana
(American  Cometra-So.  Louisiana  acquisition).  This field accounts for 54% of
Partnership value.

         2. The Greenbranch Field is in McMullen County, Texas (American Cometra
acquisition).  This  field  produces  gas and oil from  multiple  pay  zones and
accounts for 27% of Partnership 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)             320,223       520,150       570,700

Average Sales Price
   per equivalent MCF                     $1.88         $2.78         $2.87

Average Production Cost
   per Equivalent MCF
   (includes production taxes)            $1.11         $0.90         $1.03
</TABLE>

                                      I-5

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-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          190,880       1,058       132,858      1,185       165,579      1,771
                                    -------       -----       -------      -----       -------      -----
Proved reserves
   Balance at beginning
     of year                        206,099       1,784       241,754      2,453       323,960      3,035

   Extensions, discoveries
     and other additions                 --          --            --         --            --         --

   Revisions of previous
     estimates                       78,048          71        17,893       (322)      (31,519)        18

   Sales of minerals in
     place                           (7,149)        (35)      (19,232)       (33)      (14,175)      (248)

   Production                       (23,492)       (178)      (34,316)      (314)      (36,512)      (352)
                                    -------       -----       -------      -----       -------      -----

   Balance at end of year           253,506       1,642       206,099      1,784       241,754      2,453
                                    -------       -----       -------      -----       -------      -----
</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 OPERATING PARTNERS 1993-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>
American Cometra           AL, CO, LA,
                           ND, NM, NV,
                           OK, TX, WY        186,902            342           793         21.125
AMC - So. Louisiana        LA                 15,507          1,189            49          0.667
Genesis                    TX                 15,921             95            15          0.422
L L & E                    AL, MS             30,507             12            19          0.233
Camterra                   MS                  4,669              4            19          0.235
                                             -------          -----          ----         ------
                                             253,506          1,642           895         22.682
                                             -------          -----          ----         ------
</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.

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 Interest  Holders  during the
fourth quarter of the fiscal year covered by this report.

                                      I-7

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.

                                     PART II


Item 5. Market Price of and  Distributions on the Registrant's  SDIs and Related
Interest Holder Matters

Market Information

         SDIs in the  Partnership  were initially sold at a price of $1 per SDI.
SDIs are not traded on any exchange and there is no  established  public trading
market for the SDIs.  Swift is aware of  negotiated  transfers  of SDIs  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 SDIs have been transferred.

Holders

         As of December 31, 1998,  there were 606 Interest  Holders holding SDIs
in the Partnership.

Distributions

         The Partnership  generally makes distributions to Interest Holders on a
quarterly  basis,   subject  to  the  restrictions  set  forth  in  the  Limited
Partnership Agreement. In the fiscal years ended December 31, 1997 and 1998, the
Partnership distributed a total of $743,800 and $505,400,  respectively,  to the
holders of its SDIs. 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 SDIs 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  and  provisions  prohibiting  the  transfer  of  Limited
Partnership  Units  in any  fiscal  year in  excess  of a limit  which  has been
established in order to comply with certain federal income tax regulations.


                                      II-1


<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.

Item 6. Selected Financial Data

         The following  selected  financial  data,  prepared in accordance  with
generally accepted  accounting  principles for the year ended 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                   $     622,726      $   1,479,833      $   1,692,957      $    1,642,764    $   2,694,692 
Income (Loss)              $  (1,139,659)     $     (92,788)     $      (8,097)     $     (156,262)   $  (1,312,906)
Total Assets               $   2,232,612      $   3,999,299      $   4,965,808      $    5,819,578    $   6,903,343 
Cash Distributions         $     552,239      $     888,105      $     778,613      $      945,745    $   1,723,110 
Long Term Obligations      $          --      $          --      $          --      $           --    $          --
Interest Holders' Net
 Income (Loss) Per SDI     $        (.10)     $          --      $          --      $         (.02)   $        (.24)
Interest Holders' Cash
 Distributions Per SDI     $         .05      $         .08      $         .07      $          .09    $         .15 
</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 $357,165, $793,208
and $850,889 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
$129,565,  $201,391  and  $201,342 in 1998,  1997 and 1996,  respectively.  Cash
distributions  totaled  $552,239,  $888,105 and $778,613 in 1998, 1997 and 1996,
respectively.

         The  Partnership  plans to spend  in the  next two  years an  estimated
$233,000 for capital  expenditures needed for the development and 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 and 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  58 percent in 1998 vs. 1997. A decline in
the 1998 oil prices received of 43 percent or $7.57/BBL had a significant impact
on partnership performance. The average sales price per equivalent MCF decreased
32 percent in 1998 as oil prices decreased 43 percent and gas prices declined 24
percent.  Also,  production volumes decreased 38 percent due to a 43 percent gas
production decrease and a 32 percent oil production  decline.  The partnership's
sale  in late  1997  of  several  low  value,  high  operating  cost  properties
contributed to the 1998 decrease in production volumes.

         Production  cost  per  equivalent  MCF  increased  23  percent  in 1998
compared to 1997,  primarily due to the decline in production volumes;  however,
total production costs decreased 24 percent in 1998.

         Associated  depreciation  expense  decreased  46  percent  in 1998 when
compared to 1997, also related to the decline in production volumes.

                                      II-2

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.


         Oil and gas sales  decreased  12 percent in 1997 vs.  1996.  Production
volumes decreased 9 percent due to an 11 percent gas production decrease and a 6
percent oil  production  decline.  The  decrease in  production,  due in part to
accelerated  production  declines on mature wells,  had a significant  impact on
partnership performance.  The partnership's sale of several low value properties
also had an impact on partnership performance.  A decline in the 1997 oil prices
received of 11 percent or $2.25/BBL  further  contributed  to the  partnership's
decreased  revenues.  The average  sales price per  equivalent  MCF  decreased 3
percent in 1997 as gas prices  increased 3 percent but oil prices  decreased  11
percent.

         Production  cost  per  equivalent  MCF  increased  13  percent  in 1997
compared to 1996, as total production costs decreased 21 percent in 1997.

         Associated  depreciation  expense  decreased  3  percent  in 1997  when
compared to 1996, also related to the decrease in production volumes.

         The  Partnership  recorded an  additional  provision  in  depreciation,
depletion  and  amortization  in 1998,  1997 and 1996 of $935,616,  $296,726 and
$279,612,  respectively,  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
originally  paid for oil and gas  properties,  resulting  in a full cost ceiling
impairment.

         During 1999,  Partnership  revenues and costs are expected to be shared
between the Interest  Holders and general  partners in a 85:15  ratio.  Based on
current oil and gas prices,  anticipated  levels of oil and gas  production  and
expected  cash   distributions   during  1999,  the  Managing   General  Partner
anticipates that the Partnership sharing ratio will continue to be 85:15.

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 OPERATING PARTNERS 1993-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 OPERATING PARTNERS 1993-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.       50        Director of Swift; President, Somerset
                                    Properties, Inc.

Harold J. Withrow         71        Director of Swift

                                    EXECUTIVE OFFICERS

Terry E. Swift            43        Executive Vice 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 OPERATING PARTNERS 1993-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  were 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

         No  single  Interest  Holder  is  known  to the  Partnership  to be the
beneficial owner of more than five percent of the Partnership's SDIs.

         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 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 or Fair Market
Value (as  provided  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 during 1993 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 OPERATING PARTNERS 1993-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-3

               Balance Sheets as of December 31, 1998 and 1997          IV-4

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

               Statements of Partners' Capital for years ended
                  December 31, 1998, 1997 and 1996                      IV-6

               Statements of Cash Flows for the years ended
                  December 31, 1998, 1997 and 1996                      IV-7

               Notes to Financial Statements                            IV-8
</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  Operating
                      Partners 1993-B, Ltd., dated June 30, 1993. (Form 10-K for
                      the year ended December 31, 1993, Exhibit 3.1).

               3.2    Certificate   of  Limited   Partnership  of  Swift  Energy
                      Operating  Partners 1993-B,  Ltd., as filed June 30, 1993,
                      with the Texas Secretary of State. (Form 10-K for the year
                      ended December 31, 1993, Exhibit 3.2).

               10.1   Net  Profits and  Overriding  Royalty  Interest  Agreement
                      between Swift Energy Operating  Partners 1993-B,  Ltd. and
                      Swift Energy Pension Partners 1993-B,  Ltd. dated June 30,
                      1993.  (Form 10-K for the year ended  December  31,  1993,
                      Exhibit 10.1).

               99.1   A copy of the following  section of the  Prospectus  dated
                      April 1, 1993, contained in Post-Effective Amendment No. 4
                      to  Registration  Statement  No.  33-37983 on Form S-1 for
                      Swift Energy Depositary  Interests I, as filed on April 1,
                      1993,  which have been  incorporated  herein by reference:
                      "Proposed  Activities"  (pp  25 - 35)  and  "Conflicts  of
                      Interests"  (pp 92 - 96).  (Form  10-K for the year  ended
                      December 31, 1993, Exhibit 99.1).

       b(1)    REPORTS ON FORM 8-K

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

                                      IV-1

<PAGE>


                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.


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 Interest Holders of the Partnership.


                                      IV-2


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Swift Energy Operating Partners 1993-B, Ltd.:

         We have  audited  the  accompanying  balance  sheets  of  Swift  Energy
Operating  Partners 1993-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
Operating  Partners  1993-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-3


<PAGE>


                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997



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

         Current Assets:
              Cash and cash equivalents                                                $       17,133       $      332,870 
              Oil and gas sales receivable                                                    176,972              478,853 
                                                                                       ---------------      ---------------
                  Total Current Assets                                                        194,105              811,723 
                                                                                       ---------------      ---------------

         Gas Imbalance Receivable                                                              25,164               25,219 
                                                                                       ---------------      ---------------

         Oil and Gas Properties, using full cost
              accounting                                                                    9,430,159            9,309,496 
         Less-Accumulated depreciation, depletion
              and amortization                                                             (7,416,816)          (6,147,139)
                                                                                       ---------------      ---------------
                                                                                            2,013,343            3,162,357 
                                                                                       ---------------      ---------------
                                                                                       $    2,232,612       $    3,999,299 
                                                                                       ===============      ===============

         LIABILITIES AND PARTNERS' CAPITAL:

         Current Liabilities:
              Accounts Payable                                                         $       99,337       $      174,126 
                                                                                       ---------------      ---------------

         Deferred Revenues                                                                     20,404               20,404 

         Interest Holders' Capital (9,627,683 Interest Holders' SDIs;
                                   $1.00 per SDI)                                           2,112,844            3,786,265 
         General Partners' Capital                                                                 27               18,504 
                                                                                       ---------------      ---------------
                  Total Partners' Capital                                                   2,112,871            3,804,769 
                                                                                       ---------------      ---------------
                                                                                       $    2,232,612       $    3,999,299 
                                                                                       ===============      ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-4


<PAGE>


                  SWIFT ENERGY OPERATING PARTNERS 1993-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                                            $       602,969  $     1,447,550   $     1,638,294 
   Interest income                                                        7,995           14,390            17,572 
   Other                                                                 11,762           17,893            37,091 
                                                                ---------------  ---------------   --------------- 
                                                                        622,726        1,479,833         1,692,957 
                                                                ---------------  ---------------   --------------- 

COSTS AND EXPENSES:
   Lease operating                                                      322,448          383,643           491,241 
   Production taxes                                                      33,348           83,059            98,407 
   Depreciation, depletion
     and amortization -
       Normal provision                                                 334,061          617,159           638,580 
       Additional provision                                             935,616          296,726           279,612 
   General and administrative                                           136,912          192,034           193,214 
                                                                ---------------  ---------------   --------------- 
                                                                      1,762,385        1,572,621         1,701,054 
                                                                ---------------  ---------------   --------------- 
INCOME (LOSS)                                                   $    (1,139,659) $       (92,788)  $        (8,097)
                                                                ===============  ===============   ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-5


<PAGE>


                  SWIFT ENERGY OPERATING PARTNERS 1993-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                         $     4,829,183   $        27,212  $       715,977     $    5,572,372 

Income (Loss)                                          19,909           135,427         (163,433)            (8,097)

Cash Distributions                                   (659,400)         (119,213)              --           (778,613)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1996                               4,189,692            43,426          552,544          4,785,662 
                                              ---------------   ---------------  ---------------    --------------- 

Income (Loss)                                         (47,874)          119,383         (164,297)           (92,788)

Cash Distributions                                   (743,800)         (144,305)              --           (888,105)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1997                               3,398,018            18,504          388,247          3,804,769 
                                              ---------------   ---------------  ---------------    --------------- 

Income (Loss)                                        (978,511)           28,362         (189,510)        (1,139,659)

Cash Distributions                                   (505,400)          (46,839)              --           (552,239)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1998                         $     1,914,107   $            27  $       198,737     $    2,112,871 
                                              ===============   ===============  ===============    =============== 



Interest Holders' net income (loss)
    per SDI

      1996                                    $            -- 
                                              =============== 
      1997                                    $            -- 
                                              =============== 
      1998                                    $          (.10)
                                              =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-6


<PAGE>


                  SWIFT ENERGY OPERATING PARTNERS 1993-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)                                                                $    (1,139,659)  $       (92,788) $        (8,097)
    Adjustments to reconcile income (loss) to
      net cash provided by operations:
      Depreciation, depletion and amortization                                         1,269,677           913,885          918,192 
      Change in gas imbalance receivable
          and deferred revenues                                                               55               868            9,134 
      Change in assets and liabilities:
        (Increase) decrease in oil and gas sales receivable                              301,881           (43,141)          (1,364)
        Increase (decrease) in accounts payable                                          (74,789)           14,384          (66,976)
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) operating activities                    357,165           793,208          850,889 
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to oil and gas properties                                                 (129,565)         (201,391)        (201,342)
    Proceeds from sales of oil and gas properties                                          8,902           177,628          242,100 
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) investing activities                   (120,663)          (23,763)          40,758 
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions to partners                                                      (552,239)         (888,105)        (778,613)
                                                                                 ---------------   ---------------  --------------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (315,737)         (118,660)         113,034 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                         332,870           451,530          338,496 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       $        17,133   $       332,870  $       451,530 
                                                                                 ===============   ===============  =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-7


<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                          NOTES TO FINANCIAL STATEMENTS

(1) Organization and Terms of Partnership Agreement -

         Swift  Energy  Operating   Partners  1993-B,   Ltd.,  a  Texas  limited
partnership ("the Partnership"), was formed on June 30, 1993, for the purpose of
purchasing and operating producing oil and gas properties within the continental
United States and Canada.  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 sole
limited  partner  of the  Partnership  is Swift  Depositary  Company,  which has
assigned  all of its  beneficial  (but not of record)  rights and  interests  as
limited partner to the investors in the Partnership ("Interest Holders"), in the
form of Swift Depositary Interests ("SDIs").

         The  Managing  General  Partner  has  paid or  will  pay out of its own
corporate funds (as a capital contribution to the Partnership) $1,251,599, which
includes  all  selling  commissions,  offering  expenses,  printing,  legal  and
accounting  fees and other  formation  costs  incurred  in  connection  with the
offering of SDIs and the  formation of the  Partnership,  for which the Managing
General Partner will receive an interest in continuing costs and revenues of the
Partnership.  The 606  Interest  Holders  made total  capital  contributions  of
$9,627,683.

         Generally, all continuing costs (including development costs, operating
costs,  general  and  administrative  reimbursements  and direct  expenses)  and
revenues are allocated 85 percent to the Interest  Holders and 15 percent to the
general  partners.  After  partnership  payout,  as defined  in the  Partnership
Agreement,  continuing  costs and  revenues  will be shared  75  percent  by the
Interest  Holders,  and 25  percent  by the  general  partners.  Payout  had not
occurred as of December 31, 1998.

(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.

         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.

                                      IV-8

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         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                       129,565        201,391        201,342
                                      ---------        -------        -------
                                      $ 129,565     $  201,391     $  201,342
                                      ---------        -------        -------
</TABLE>

         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.

                                      IV-9

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         During 1998, 1997 and 1996, 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 $935,616, $296,727 and $279,612,  respectively. In addition, the
Interest Holders' share of unamortized oil and gas property costs exceeded their
"ceiling  limitation" in 1998, 1997 and 1996, resulting in a valuation allowance
of $748,635, $121,458 and $107,346,  respectively. These amounts are included in
the income (loss) attributable to the Interest Holders shown in the statement of
partners'  capital  together with a "combining  adjustment"  for the  difference
between the Interest Holders'  valuation  allowance 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 partners and Interest Holders.

(4) Related-Party Transactions -

         During  1998,  1997 and 1996,  the  Partnership  paid  Swift  $107,375,
$144,415 and $144,415,  respectively,  as a general and administrative  overhead
allowance.

         During  1998,  1997  and  1996,  the  Partnership  also  paid  Swift an
incentive amount, as defined in the Partnership Agreement, for services rendered
to the  Partnership.  Such amounts  totaled $3,448 in 1998,  $14,885 in 1997 and
$16,818 in 1996 and are included in general and administrative expenses.

         Effective June 30, 1993, the Partnership entered into a Net Profits and
Overriding  Royalty  Interest  Agreement  ("NP/OR  Agreement") with Swift Energy
Pension Partners 1993-B, Ltd. ("Pension Partnership"),  managed by Swift for the
purpose of acquiring  interests in producing oil and gas  properties.  Under the
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 Interest  Holders
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  $11,057,  $705,091  and  $876,457,  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.

                                      IV-10

<PAGE>

                  SWIFT ENERGY OPERATING PARTNERS 1993-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         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.

(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 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-11

<PAGE>


                   SWIFT ENERGY OPERATING PARTNERS 1993-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 OPERATING
                                             PARTNERS 1993-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 OPERATING
                                             PARTNERS 1993-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-12


<PAGE>


                    SWIFT ENERGY OPERATING PARTNERS 1993-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-13