Securities and Exchange Commission
                             Washington, D.C. 20549

                               AMENDMENT No. 1 TO
                                    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, 1999

                                       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 0-28257

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                   (Exact name of registrant as specified in
                     its Certificate of Limited Partnership)

         TEXAS                                           76-0486529
(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:
                       3,032,126 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. 33-37983                      Items 1 and 13
     on Form S-1


<PAGE>


                                TABLE OF CONTENTS

                             Form 10-K Annual Report
                     For the Period Ended December 31, 1999

                   SWIFT ENERGY PENSION PARTNERS 1995-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 PENSION PARTNERS 1995-B, LTD.

                                     PART I


Item 1.  Business

General Description of Partnership

          Swift  Energy  Pension   Partners   1995-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  December 14, 1995 under a Limited  Partnership
Agreement  dated  December  14,  1995.  The initial 272  investors  made capital
contributions of $2,866,912.  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
nonoperating  interests  (i.e.,  net profits  interests,  royalty  interests and
overriding  royalty  interests)  in proven  oil and gas  properties  within  the
continental United States. The Partnership does not acquire working interests in
or operate oil and gas properties,  and does not engage in drilling  activities.
At December 31, 1999, the  Partnership  had expended or committed to expend 100%
of the Interest  Holders'  commitments  in the  acquisition  and  development of
nonoperating  interests in producing properties,  which properties are described
under Item 2, "Nonoperating  Interests in Properties,"  below. The Partnership's
income is  derived  almost  entirely  from its  nonoperating  interests  and the
disposition thereof.

         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.

         The  general  manner in which  the  Partnership  acquires  nonoperating
interests  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  Nonoperating  Interests  in  Properties;  Net  Profits and
     Overriding Royalty Interest Agreement

         The nonoperating  interests owned by the Registrant have typically been
acquired  pursuant to a Net Profits and Overriding  Royalty  Interest  Agreement
dated December 14, 1995 (the "NP/OR Agreement") between the Registrant and Swift
Energy  Operating  Partners  1995-B,  Ltd. (the  "Operating  Partnership").  The
Operating  Partnership  is a Texas limited  partnership  that is also managed by
Swift and VJM.  The  Operating  Partnership  was formed to acquire  and  develop
producing oil and gas properties.

         Under the NP/OR Agreement, the Registrant and the Operating Partnership
have, in effect,  combined their funds to acquire  producing  properties.  Using
funds  committed to the NP/OR  Agreement  by both  partnerships,  the  Operating
Partnership  acquires producing  properties,  then promptly conveys nonoperating
interests therein to the Registrant. The Operating Partnership retains a working
interest in each such property, and is responsible for the production of oil and
gas therefrom. For the sake of legal and administrative  convenience,  producing
properties  are usually  acquired from the third party  sellers by Swift,  which
then  conveys  a  working  interest  in  each  such  property  to the  Operating
Partnership.  The Registrant  initially  committed  $2,866,912 and the Operating
Partnership  initially  committed  $2,500,000 for  acquisitions  under the NP/OR
Agreement.  The Operating  Partnership is obligated under the NP/OR Agreement to
convey to the  Registrant  a 53%  fixed  net  profits  interest  and a  variable
overriding  royalty  interest in specified  depths of all  producing  properties
acquired under the NP/OR Agreement.

         Under the NP/OR  Agreement,  the Operating  Partnership  is required to
convey  to  the  Registrant,   and  the  Registrant  is  required  to  purchase,
nonoperating  interests in all  producing  properties  acquired by the Operating
Partnership, except that:

                  1. properties  anticipated to require significant  development
operations and nonoperating  interests  offered to the Operating  Partnership by
third  parties may be purchased by the Operating  Partnership  outside the NP/OR
Agreement, without participation by the Registrant;

                                      I-1

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


                  2. during a  specified  one-year  period,  the  Registrant  is
entitled to reduce the amount originally  committed by it to purchases under the
NP/OR  Agreement  and to redirect  such funds to the  purchase  of  nonoperating
interests from sources other than the Operating Partnership; and

                  3. the  Registrant's  funds  will be  released  from the NP/OR
Agreement if they are not completely spent by the Operating Partnership within a
specified  period,  or if there is a prior  withdrawal of funds by the Operating
Partnership  to  purchase   properties   anticipated   to  require   significant
development.

         Purchases of nonoperating  interests by the Registrant  using withdrawn
or  released  funds  may be made  from  the  Managing  General  Partner  and its
affiliates,   other  partnerships  affiliated  with  the  Operating  Partnership
(possibly through the Registrant's  entry into a new NP/OR  Agreement),  or from
unaffiliated third parties.

         In accordance with its  obligations  under the NP/OR  Agreement,  as of
December 31, 1999,  the Operating  Partnership  had conveyed to the Registrant a
53% net profits interest  burdening  certain depths of all producing  properties
acquired  by the  Operating  Partnership  thereunder.  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 net  profits  interest  conveyed to the  Registrant  under the NP/OR
Agreement differs from the typical net profits interest in that it is calculated
over  the  entire  group  of  producing  properties  conveyed  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 Registrant is entitled.  The net profits interest  conveyed
to the Registrant  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 Operating Partnership has also conveyed to the Registrant under the
NP/OR  Agreement  an  overriding  royalty  interest  in each  property  acquired
thereunder. 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.

         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.

                                      I-2

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


         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.

         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.

                                      I-3

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


         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, 1999, Swift had 173 employees.  Swift's administrative and overhead
expenses  attributable  to  the  Partnership's   operations  are  borne  by  the
Partnership.

                                      I-4


<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


Item 2.  Nonoperating Interests in Properties

         As of December  31, 1999,  the  Partnership  has acquired  nonoperating
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  1999
engineering  estimates of discounted  future net revenues using constant pricing
and  costs,  and  adjusted  for  the  subsequent   unsuccessful  drilling  of  a
development  well as  discussed  on page  I-6,  under  "Net  Proved  Oil and Gas
Reserves",are described below.

         1.  The  Holiday  Field  is  in  Adams  County,  Mississippi  (Oxy  USA
acquisition).  This  field  accounts  for  81% of the  Partnership's  value,  as
adjusted.

         2. The OK Field is in Campbell County, Wyoming (Ranch Oil acquisition).
This field is a waterflood  oil unit and accounts for 15 % of the  Partnership's
value, as adjusted.

         The remaining  value in the  Partnership  is  attributable  to numerous
properties  none of which equals or exceeds 10 percent of the total  Partnership
value, as adjusted.

Title to Properties

         Title to substantially  all significant  producing  properties in which
the Partnership owns  nonoperating  interests has been examined.  In addition to
the nonoperating interests owned by the Partnership,  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.  Average Net  Nonoperating  Interest  Price per
Equivalent  MCF is  determined  by dividing the related oil and gas revenue from
nonoperating interests by the equivalent MCF's produced.
<TABLE>
<CAPTION>
                                           Net Production
                                   -------------------------------
                                        For the Years Ended
                                            December 31,
                                   -------------------------------
                                    1999        1998        1997
                                   -------     -------     -------
<S>                                <C>         <C>        <C>
Net Volumes (Equivalent MCFs)      274,068     484,902    110,879

Average Net Nonoperating
   Interest Price per
   Equivalent MCF                  $1.74       $1.26       $1.73
</TABLE>

                                       I-5

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

Net Proved Oil and Gas Reserves

         Presented below are the estimates of the Partnership's  proved reserves
as of December 31, 1999,  1998 and 1997. The  Partnership  does not itself own a
direct  interest in proved  reserves.  The proved reserve  estimates shown below
represent an estimate of the proved reserves owned by the Operating  Partnership
equal to the percentage net profits interest  conveyed to the Partnership by the
Operating Partnership. All of the Partnership's nonoperating interests in proved
reserves are located in the United States.
<TABLE>
<CAPTION>
                                                              December 31,
                                   ------------------------------------------------------------------
                                          1999                    1998                    1997
                                   ------------------      ------------------      ------------------
                                              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          83,233        624       62,778        794      105,687      1,072
                                   ========   =======      =======    =======      =======    =======
Proved reserves
   Balance at beginning
     of year                       134,399      1,975      215,163      2,306        7,015        294

   Purchase of minerals
     in place                           --         --           --         --      210,588      2,095

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

   Revisions of previous
     estimates                      18,150       (881)     (41,805)       (62)       4,311        (13)

   Sales of minerals in
     place                              --         --       (1,825)        (7)          --         --

   Production                      (17,776)      (167)     (37,134)      (262)      (6,751)       (70)
                                   -------    -------      -------    -------      -------    -------

   Balance at end of year          134,773        927      134,399      1,975      215,163      2,306
                                   =======    =======      =======    =======      =======    =======
</TABLE>

     In  early  2000,  the   Partnerships'   companion   Operating   Partnership
participated  in  the  drilling  of a  development  well  in  Wilkinson  County,
Mississippi,  (Oxy USA  acquisition),  in  which  well  the  Partnership  owns a
nonoperating  interest.  This well was drilled to develop reserves classified as
proved  non-developed  in the  Partnership's  estimates  of proved  reserves  at
December 31, 1999. In March 2000, the well was determined to be unsuccessful and
was plugged and abandoned.  The Partnership's estimated reserve quantities as of
December 31, 1999, include proved  non-developed  reserves  associated with this
well of 15,109  barrels of oil and 278 MMCF of natural gas or 369 MMCFE,  or 11%
of the December 31, 1999 estimated oil reserve  volumes and 30% of the estimated
natural gas reserve  volumes, or 21% of the total  proved  reserve  volumes. The
costs  associated with the drilling of this well were  originally  reserved when
the  Interest  Holders'  contributions  were used to purchase  the  nonoperating
interests from the companion Operating Partnership.

         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 PENSION PARTNERS 1995-B, LTD.


         The following table summarizes by acquisition the  Registrant's  proved
reserves equal to the percentage net profits interests conveyed by the Operating
Partnership  and its  nonoperating  interests in gross and net producing oil and
gas wells as of December  31,  1999,  before  adjustments  for the  unsuccessful
development well discussed above:
<TABLE>
<CAPTION>
                                       Reserves
                                   December 31, 1999
                                  -------------------
                                              Natural          Wells
                                    Oil         Gas       ---------------
Acquisition       State(s)        (BBLS)      (MMCF)      Gross      Net
-----------       -------         -------     -------     -----     -----
<S>               <C>             <C>         <C>         <C>       <C>
BHP Petroleum     LA                  309          25        15     0.007
Nuevo Energy      TX                  849          26         5     0.125
Ranch Oil         WY               72,597          --        13     0.265
Oxy USA           MS               61,018         876         7     0.262
                                  -------     -------     -----     -----
                                  134,773         927        40     0.659
                                  =======     =======     =====     =====
</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, 1999 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. Other than the unsuccessful  development well previously discussed, 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, 1999 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 PENSION PARTNERS 1995-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, 1999,  there were 268 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, 1998 and 1999, the
Partnership  distributed  a total of $268,900  and  $254,400,  respectively,  to
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 2000, 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 PENSION PARTNERS 1995-B, LTD.



Item 6. Selected Financial Data

         The following  selected  financial  data,  prepared in accordance  with
generally accepted accounting  principles for the years ended December 31, 1999,
1998,  1997,  1996 and the period from  inception  (December  14, 1995)  through
December 31, 1995,  should be read in conjunction with the financial  statements
included in Item 8:
<TABLE>
<CAPTION>


                              1999            1998           1997              1996          1995
                           -----------     -----------    -----------      ------------   -----------
<S>                        <C>             <C>            <C>             <C>             <C>
Revenues                   $   504,975     $   647,329    $   327,090     $   272,340     $        --
Income (Loss)              $   185,836     $   239,550    $   172,017     $   113,638     $        --
Total Assets               $ 2,585,549     $ 2,701,643    $ 2,810,241     $ 3,088,795     $ 2,866,912
Cash Distributions         $   310,106     $   346,286    $   243,328     $   107,400     $        --
Long Term Obligations      $        --     $        --    $        --     $        --     $        --
Interest Holders' Net
  Income (Loss) Per SDI    $       .04     $       .03    $       .03     $       .03     $        --
Interest Holders' Cash
  Distributions Per SDI    $       .09     $       .09    $       .08     $       .04     $        --
</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. 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
these 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.  Cash distributions to
partners  or  Interest  Holders  are  determined  quarterly,  based upon the net
profits interest payment received from the companion operating partnership, less
general  and  administrative  expenses.  The net  profits  interest  payment  is
determined  based upon net proceeds  from sale of oil and gas  production  after
payment of lease operating  expense,  taxes and development  costs. In addition,
future  partnership  cash  requirements  are taken  into  account  to  determine
necessary cash reserves.

      Net cash provided by operating  activities totaled $460,920,  $364,550 and
$244,445  in 1999,  1998 and 1997,  respectively.  Cash  provided  by  operating
activities  increased in 1998 due to increased production volumes as a result of
the Partnerships' purchase of nonoperating interest in oil and gas properties in
late 1997 (Oxy USA acquisition). The increase in 1999 is related to the decrease
in  nonoperating  interest  income  receivable  as  compared  to 1998.  The cash
provided by  proceeds  from the sale of  nonoperating  interests  in  properties
totaled  $34,173 in 1998.  Capital  expenditures  in 1999, 1998 and 1997 totaled
$95,121, $4,146 and $2,020,236,  respectively.  The capital expenditures in 1997
are related to the purchase of nonoperating  interest in oil and gas properties.
Cash distributions to partners totaled $310,106,  $346,286 and $243,328 in 1999,
1998 and 1997, respectively. Cash distributions increased in 1998, when compared
to 1997, as a result of the Oxy USA  acquisition  in late 1997.  The decrease in
1999,  as  compared  to  1998,  is due to  production  declines  and the sale of
nonoperating interests in two wells in late 1998.


                                      II-2

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


     The Partnership has expended all of the partners' 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.  The  Partnership  does not allow for  additional
assessments from the partners or Interest Holders to fund capital  requirements.
However, funds are available from partnership revenues or proceeds from the sale
of partnership  property.  As of December 31, 1999, the Partnership  anticipates
that its net profits  interest will be burdened with  approximately  $10,967 and
$79,567 over the next two years, respectively, to develop and enhance the proved
oil and  gas  reserves  related  to its  nonoperating  property  interests.  The
Managing  General  Partner  believes that the funds  currently  available to the
Partnership will be adequate to meet any anticipated  capital  requirements.  In
early 2000, the Partnership's  companion Operating  Partnership  participated in
the  drilling  of a  development  well,  in which  well the  Partnership  owns a
nonoperating  interest. The costs associated with the drilling of this well were
originally  reserved  when the  Interest  Holders'  contributions  were  used to
purchase the nonoperating  interests from the companion  Operating  Partnership,
therefore,  no funds were used from  current  cash flow for the drilling of this
well.

Results of Operations

         Income from  nonoperating  interests  decreased 24 percent in 1999 over
1998.  Oil and gas sales  declined  $357,784  or 34  percent  in 1999 vs.  1998,
primarily due to decreased oil and gas  production and a decrease in gas prices.
In 1999,  production  volumes  decreased  44 percent  as oil and gas  production
declined  52  percent  and 36  percent,  respectively,  when  compared  to 1998.
Production   declines  were  related  to  a  well  in   Mississippi,   (Oxy  USA
acquisition),  reaching full  depletion in 1999 and to  properties  sold in late
1998. The  Mississippi  well went off production in April 1999 and accounted for
12% of the decline in oil production  and 42% of the gas production  decline for
the year, when compared to 1998. In addition,  two other Mississippi wells, (Oxy
USA  acquisition),  were  sold in  December  1998 and  accounted  for 59% of the
decrease  in oil  production  and 26% of the  decrease  in gas  production  when
compared to 1998. The wells sold accounted for  approximately 14% of oil and gas
sales in 1998.  Oil prices  increased  54 percent or  $5.87/BBL to an average of
$16.85/BBL  and gas prices  decreased  3 percent or  $0.07/MCF  to an average of
$2.33/MCF  for 1999.  Increased oil prices helped offset the effect of decreased
production.

         Corresponding  production costs per equivalent MCF decreased 10 percent
in 1999 compared to 1998,  and total  production  costs  decreased 50 percent in
1999, due to the production  declines  mentioned  above.  The properties sold in
December 1998 accounted for  approximately  29% of the total production costs in
1998.

         Associated  amortization  expense  decreased  31 percent or $108,873 in
1999 compared to 1998, also related to the decline in production volumes.

     Revisions to previous  proved oil and gas reserve  estimates  were recorded
during the year. See "Net Proved Oil and Gas Reserves" page on I-6. Oil quantity
estimates  were revised  upward due to the increase in oil prices from  December
31, 1998, as compared to December 31, 1999. The increase in price had the effect
of adding back proved reserves on marginal  properties which had previously been
limited  due to  economic  conditions.  A  downward  revision  in  gas  quantity
estimates on a proved non-developed location in Mississippi was based on updated
engineering and geological information.

     In  early  2000,  a  development  well  in  which  the  Partnership  owns a
nonoperating  interest was  unsuccessfully  drilled and in March was plugged and
abandoned.  The  Partnership  anticipates  that a significant  downward  reserve
revision and the costs associated with the drilling of the well will be recorded
in the first quarter of 2000,  resulting in an increase in amortization  expense
in the year 2000.

         Income from nonoperating  interests  increased 198 percent in 1998 over
1997. Also, oil and gas sales increased 229 percent in 1998 vs. 1997. Production
volumes increased 337 percent.  Gas production  increased 272 percent or 191,725
MCF and oil  production  increased 450 percent or 30,383  barrels.  The dramatic
increase in 1998 partnership revenues and production, when compared to 1997, was
the  result  of  nonoperating  interests  acquired  in  producing  oil  and  gas
properties  in late  1997  (Oxy USA  acquisition).  1998 was the  first  year of
production for these oil and gas properties acquired by the partnership.

         Two  components,  the  normal  provision,  calculated  on the  units of
production  method,  and  the  additional  provision,  relating  to the  ceiling
limitation,  make up total  amortization  expense.  Total  amortization  expense
increased  252 percent in 1998 when  compared to 1997,  primarily due to the 337
percent production volume increase. No additional provision for amortization was
recorded in 1998 or 1997.


                                      II-3


<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


         Low oil prices at December 31, 1998 resulted in a downward  revision in
oil quantity  estimates as proved  reserves on marginal  properties were reduced
due to economic limitations.

         During 2000,  Partnership  revenues and costs are expected to be shared
between the Interest  Holders and general  partners in an 85:15 ratio.  Based on
current oil and gas prices,  anticipated  levels of oil and gas  production  and
expected  cash   distributions   during  2000,  the  Managing   General  Partner
anticipates that the Partnership sharing ratio will continue to be 85:15.

Year 2000

         The Year 2000  issue  resulted  from  computer  programs  and  embedded
computer  chips with date fields which could not  distinguish  between the years
1900 and 2000. The Managing General Partner  implemented steps necessary to make
its  operations  and  the  related  operations  of the  Partnership  capable  of
addressing the Year 2000. These steps included 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. The Managing General Partner
either replaced or updated mission critical systems and completed testing before
2000 began.

         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 were made by  upgrading  this  software.  In  addition,  the
Managing General Partner received  certification as to Year 2000 compliance from
vendors or third party consultants.

         The costs  incurred to address the Year 2000 issue with  respect to the
Managing  General  Partners'  business systems did not 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  was less than  $150,000,  most of which was spent  during the
testing phase. The Partnership's share of this cost was insignificant.

         The most  reasonably  likely  worst  case  scenario  would  have been 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  have  been  prone to Year  2000  problems  that  could not be
assessed or detected by the Managing General Partner.

         As of the filing of this report,  the Managing  General  Partner is not
aware of any Year 2000 problems either  experienced by it or by parties which it
does business, and does not expect to experience such problems in the future.


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 PENSION PARTNERS 1995-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 10,
2000, 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            66          Chief Executive Officer and
                                     Chairman of the Board

Virgil N. Swift          71          Executive Vice President - Business
                                     Development, Vice Chairman of the Board

G. Robert Evans          68          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          75          Director of Swift; President, R. O. Loen
                                     Company

Henry C. Montgomery      64          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        72          Director of Swift

                                     EXECUTIVE OFFICERS
                                     ------------------

Terry E. Swift           44          President

Joe A. D'Amico           51          Chief Operating Officer

John R. Alden            54          Senior Vice President - Finance,
                                     Chief Financial Officer and Secretary

Bruce H. Vincent         52          Senior Vice President - Funds Management

James M. Kitterman       55          Senior Vice President - Operations

Alton D. Heckaman, Jr.   42          Vice President - Finance and Controller

</TABLE>

                                     III-1

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-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 occurred during
1995 between the Partnership,  on one hand, and Swift, VJM and their affiliates,
on the other.

Certain Transactions with General Partners

         1.  As  described  in  Item  1,  "Business,"  above,  during  1995  the
Partnership  entered into an NP/OR  Agreement  with the  Operating  Partnership,
which is also managed by Swift and VJM.  Pursuant to such NP/OR  Agreement,  the
Operating Partnership acquired the oil and gas properties described under Item 2
above and conveyed nonoperating interests therein to the Partnership.

         2.  Swift  acts  as  operator  for  many  of the  wells  in  which  the
Partnership has  nonoperating  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 PENSION PARTNERS 1995-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, 1999 and 1998                       IV-3

               Statements of Operations for the years ended
                  December 31, 1999, 1998 and 1997                                   IV-4

               Statements of Partners' Capital for the years ended
                  December 31 1999, 1998 and 1997                                    IV-5

               Statements of Cash Flows for the years ended
                  December 31, 1999, 1998 and 1997                                   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  Pension
                      Partners 1995-B, Ltd., dated December 14, 1995. (Form 10-K
                      for year ended December 31, 1995, Exhibit 3.1).

               3.2    Certificate of Limited Partnership of Swift Energy Pension
                      Partners 1995-B, Ltd., as December 14 1995, with the Texas
                      Secretary of State. (Form 10-K for year ended December 31,
                      1995, Exhibit 3.2).

               10.1   Net  Profits and  Overriding  Royalty  Interest  Agreement
                      between Swift Energy Pension  Partners  1995-B,  Ltd., and
                      Swift  Energy  Operating  Partners  1995-B,   Ltd.,  dated
                      December 14, 1995.  (Form 10-K for year ended December 31,
                      1996, Exhibit 10.1).

               99.1   A copy of the following  section of the  Prospectus  dated
                      May 9, 1995,  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 May 9,
                      1995,  which have been  incorporated  herein by reference:
                      "Proposed  Activities"  (pp  25 - 34)  and  "Conflicts  of
                      Interests"  (pp  92 -  96).  (Form  10-K  for  year  ended
                      December 31, 1995, 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, 1999

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  1999
fiscal has been sent to Interest Holders of the Partnership.

                                      IV-1

<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Swift Energy Pension Partners 1995-B, Ltd.:

         We have audited the accompanying balance sheets of Swift Energy Pension
Partners 1995-B, Ltd., (a Texas limited partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' capital and cash flows
for the years ended December 31, 1999, 1998 and 1997. 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 auditing standards generally
accepted in the United States.  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 Pension
Partners 1995-B,  Ltd., as of December 31, 1999 and 1998, and the results of its
operations  and its cash flows for the years ended  December 31, 1999,  1998 and
1997, in conformity with accounting  principles generally accepted in the United
States.

                                         ARTHUR ANDERSEN LLP




Houston, Texas
February 9, 2000

                                      IV-2

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

                                 BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>

                                                                       1999             1998
                                                                    -----------      -----------

        ASSETS:
        <S>                                                         <C>              <C>
        Current Assets:
             Cash and cash equivalents                              $   704,809      $   649,116
             Nonoperating interests income receivable                   312,349          342,267
                                                                    -----------      -----------
                  Total Current Assets                                1,017,158          991,383
                                                                    -----------      -----------

        Nonoperating interests in oil and gas
             properties, using full cost accounting                   2,301,939        2,206,818
        Less-Accumulated amortization                                  (733,548)        (496,558)
                                                                    -----------      -----------
                                                                      1,568,391        1,710,260
                                                                    -----------      -----------
                                                                    $ 2,585,549      $ 2,701,643
                                                                    ===========      ===========


        LIABILITIES AND PARTNERS' CAPITAL:

        Current Liabilities:
             Accounts Payable                                       $    14,716      $     6,540
                                                                    -----------      -----------


        Interest Holders' Capital (2,866,912 Interest Holders'
                                      SDIs; $1.00 per SDI)            2,553,769        2,677,455
         General Partners' Capital                                       17,064           17,648
                                                                    -----------      -----------
                   Total Partners' Capital                            2,570,833        2,695,103
                                                                    -----------      -----------
                                                                    $ 2,585,549      $ 2,701,643
                                                                    ===========      ===========
</TABLE>



                 See accompanying notes to financial statements.

                                      IV-3

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                        1999          1998          1997
                                                      ---------     ---------     ---------
       <S>                                            <C>           <C>           <C>
       REVENUES:
            Income from nonoperating interests        $ 472,984     $ 622,110     $ 208,860
            Interest income                              31,991        25,219       118,230
                                                      ---------     ---------     ---------
                                                        504,975       647,329       327,090
                                                      ---------     ---------     ---------


       COSTS AND EXPENSES:
            Amortization                                236,990       345,863        98,153
            General and administrative                   82,149        61,916        56,920
                                                      ---------     ---------     ---------
                                                        319,139       407,779       155,073
                                                      ---------     ---------     ---------
       NET INCOME (LOSS)                              $ 185,836     $ 239,550     $ 172,017
                                                      =========     =========     =========
</TABLE>



                 See accompanying notes to financial statements.


                                      IV-4

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

                         STATEMENTS OF PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                     Interest       General       Combining
                                                     Holders        Partners      Adjustment        Total
                                                    -----------     ---------     ----------     -----------
          <S>                                       <C>             <C>           <C>            <C>
          Balance,
               December 31, 1996                    $ 2,845,078     $   1,907     $   26,165     $ 2,873,150

          Income (Loss)                                  99,261        21,880         50,876         172,017

          Cash Distributions                           (229,300)      (14,028)            --        (243,328)
                                                    -----------     ---------     ----------     -----------

          Balance,
               December 31, 1997                      2,715,039         9,759         77,041       2,801,839
                                                    -----------     ---------     ----------     -----------

          Income (Loss)                                  88,494        85,275         65,781         239,550

          Cash Distributions                           (268,900)      (77,386)            --        (346,286)
                                                    -----------     ---------     ----------     -----------

          Balance,
               December 31, 1998                      2,534,633        17,648        142,822       2,695,103
                                                    -----------     ---------     ----------     -----------

          Income (Loss)                                 102,367        55,122         28,347         185,836

          Cash Distributions                           (254,400)      (55,706)            --        (310,106)
                                                    -----------     ---------     ----------     -----------

          Balance,
               December 31, 1999                    $ 2,382,600     $  17,064     $  171,169     $ 2,570,833
                                                    ===========     =========     ==========     ===========


          Interest Holders' net income (loss)
               per SDI

               1997                                 $      0.03
                                                    ===========

               1998                                 $      0.03
                                                    ===========

               1999                                 $      0.04
                                                    ===========
</TABLE>



                 See accompanying notes to financial statements.

                                      IV-5

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                                        1999         1998          1997
                                                                                      ---------    ---------    -----------
<S>                                                                                   <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Income (loss)                                                                    $ 185,836    $ 239,550    $   172,017
     Adjustments to reconcile income (loss) to
          net cash provided by operations:
          Amortization                                                                  236,990      345,863         98,153
          Change in assets and liabilities:
               (Increase) decrease in nonoperating interests income receivable           29,918     (226,444)       (29,983)
               (Increase) decrease in other current assets                                   --        7,443          3,857
               Increase (decrease) in accounts payable                                    8,176       (1,862)           401
                                                                                      ---------    ---------    -----------
          Net cash provided by (used in) operating activities                           460,920      364,550        244,445
                                                                                      ---------    ---------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to nonoperating interests in oil and gas properties                      (95,121)      (4,146)    (2,020,236)
     Proceeds from sales of nonoperating interests in oil and gas properties                 --       34,173             --
                                                                                      ---------    ---------    -----------
          Net cash provided by (used in) investing activities                           (95,121)      30,027     (2,020,236)
                                                                                      ---------    ---------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash distributions to partners                                                    (310,106)    (346,286)      (243,328)
                                                                                      ---------    ---------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     55,693       48,291     (2,019,119)
                                                                                      ---------    ---------    -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          649,116      600,825      2,619,944
                                                                                      ---------    ---------    -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                              $ 704,809    $ 649,116    $   600,825
                                                                                      =========    =========    ===========
</TABLE>



                 See accompanying notes to financial statements.

                                      IV-6

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                          NOTES TO FINANCIAL STATEMENTS


(1) Organization and Terms of Partnership Agreement -

         Swift Energy Pension Partners 1995-B, Ltd., a Texas limited partnership
("the  Partnership"),  was  formed  on  December  14,  1995 for the  purpose  of
purchasing  net  profits  interest,  overriding  royalty  interests  and royalty
interests  (collectively,  "nonoperating  interests")  in 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)  $575,482,  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 272  Interest  Holders  made total  capital  contributions  of
$2,866,912.

         Generally,  all continuing costs (including  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, 1999.

 (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 Revenues --

         Oil and gas revenues are reported using the entitlement method in which
the  Partnership  recognizes  its interest in oil and natural gas  production as
revenue.

Nonoperating Interests in 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  nonoperating  interests  in oil and gas
property  costs.  Under this  method of  accounting,  all costs  incurred in the
acquisition of nonoperating interests in oil and gas properties are capitalized.
The  unamortized  cost of  nonoperating  interests in oil and gas  properties is
limited to the "ceiling limitation", (calculated separately for the partnership,
limited partner,  and general partners).  The "ceiling limitation" is calculated
on a quarterly  basis and  represents  the  estimated  future net revenues  from
nonoperating interests in proved properties using current prices,  discounted at
ten percent.  Proceeds from the sale or disposition of nonoperating interests in
oil  and  gas  properties  are  treated  as a  reduction  of  the  cost  of  the
nonoperating  interests with no gains or losses recognized except in significant
transactions.

                                      IV-7

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         The Partnership computes the provision for amortization of nonoperating
interests in oil and gas  properties on the  units-of-production  method.  Under
this method,  the provision is calculated by multiplying  the total  unamortized
cost of  nonoperating  interests  in oil and gas  properties  by an overall rate
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  attributable
to the Partnership's nonoperating interests at the beginning of the period.

         The  calculation  of the "ceiling  limitation"  and the  provision  for
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) Acquisition of Nonoperating Interests in Oil and Gas Property Costs -

         Effective December 14, 1995, the Partnership entered into a Net Profits
and Overriding Royalty Interests Agreement ("NP/OR Agreement") with Swift Energy
Operating Partners 1995-B, Ltd. ("Operating 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  been  conveyed  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,  as defined.  Property
acquisition costs are amounts actually paid by the Operating Partnership for the
properties  plus costs  incurred by the Operating  Partnership  in acquiring the
properties  and costs  related to screening and  evaluation  of  properties  not
acquired.  In  1999,  1998  and  1997,  the  Partnership  acquired  nonoperating
interests  in  producing  oil  and  gas  properties  for  $95,121,   $4,146  and
$1,812,592, respectively, of which $206,174 in 1997, related to costs charged by
Swift to the Operating  Partnership for the evaluation and  acquisition  effort,
including costs related to interests not acquired.

         During 1997, the Interest  Holders'  share of  unamortized  oil and gas
property costs exceeded  their  "ceiling  limitation",  resulting in a valuation
allowance of $27,603.  This amount is 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 amortization
provision is more or less than the combined amortization  provision attributable
to the general partners and Interest Holders.

(4) Related Party Transactions -

         During 1999, 1998 and 1997, the Partnership paid Swift $43,004 per year
as a general and administrative overhead allowance.

         During  1999,  1998  and  1997,  the  Partnership  also  paid  Swift an
incentive amount, as defined in the Partnership Agreement, for services rendered
to the  Partnership.  Such amounts  totaled  $5,074 in 1999,  $8,105 in 1998 and
$4,043 in 1997 and are included in general and administrative expenses.

                                      IV-8

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


(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  royalty  income for federal  income tax  purposes  is  ultimately
changed by the taxing  authorities,  the tax  liability of the Interest  Holders
could be changed  accordingly.  Royalty  income  reported  on the  Partnership's
federal return of income for the years ended  December 31, 1999,  1998, and 1997
was  $334,614,  $569,040 and  $147,634,  respectively.  The  difference  between
royalty income for federal income tax purposes  reported by the  Partnership and
income or loss from  nonoperating  interests  reported herein primarily  results
from the exclusion of  amortization  (as described  below) from ordinary  income
reported in the Partnership's federal return of income.

         For  federal  income  tax  purposes,   amortization   with  respect  to
nonoperating interests in oil and gas is computed separately by the partners and
not by the  Partnership.  Since  the  amount  of  amortization  on  nonoperating
interests in oil and gas is not computed at the Partnership level,  amortization
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 nonoperating interests in oil and gas properties,  and thus is treated as
a separate item on the partners'  Schedule K-1.  Amortization 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) 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.

(7) 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.

(8)  Subsequent Events (subsequent to the date of auditor's examination and
     unaudited) -

     Subsequent to the reserve estimate date of December 31, 1999, a development
well in which the Partnership  owns a nonoperating  interest was  unsuccessfully
drilled  and,  in March  2000,  was plugged  and  abandoned.  The  Partnership's
estimated   reserve   quantities   as  of  December  31,  1999  include   proved
non-developed  reserves  associated  with this well of 15,109 barrels of oil and
278 MMCF of natural gas or 369 MMCFE,  or 11% of the December 31, 1999 estimated
oil reserve volume and 30% of the estimated natural gas reserve volumes,  or 21%
of the total proved reserve volumes.

                                      IV-9

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-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  Amendment No. 1 to
Form 10-K for Swift Energy Pension Partners 1995-B, Ltd. for the year 1999 to be
signed on its behalf by the undersigned thereunto duly authorized.

                                                  SWIFT ENERGY PENSION
                                                  PARTNERS 1995-B, LTD.
                                                  (Registrant)

                                       By:        SWIFT ENERGY COMPANY
                                                  General Partner

Date:      May 16, 2000                By:        s/b A. Earl Swift
         -----------------------                  ------------------------------
                                                  A. Earl Swift
                                                  Chief Executive Officer

Date:      May 16, 2000                By:        s/b John R. Alden
         -----------------------                  ------------------------------
                                                  John R. Alden
                                                  Principal Financial Officer

Date:      May 16, 2000                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
Amendment No. 1 to Form 10-K for Swift Energy Pension Partners 1995-B,  Ltd. for
the year 1999 has been signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

                                                  SWIFT ENERGY PENSION
                                                  PARTNERS 1996-B, LTD.
                                                  (Registrant)

                                         By:      SWIFT ENERGY COMPANY
                                                   General Partner

Date:      May 16, 2000                  By:      s/b A. Earl Swift
         -----------------------                  ------------------------------
                                                  A. Earl Swift
                                                  Director and Principal
                                                  Executive Officer

Date:      May 16, 2000                  By:      s/b Virgil N. Swift
         -----------------------                  ------------------------------
                                                  Virgil N. Swift
                                                  Director and Executive
                                                  Vice President - Business
                                                  Development


                                      V-1

<PAGE>

                   SWIFT ENERGY PENSION PARTNERS 1995-B, LTD.


                                   SIGNATURES



Date:      May 16, 2000                  By:      s/b G. Robert Evans
         -----------------------                  ------------------------------
                                                  G. Robert Evans
                                                  Director

Date:      May 16, 2000                  By:      s/b Raymond O. Loen
         -----------------------                  ------------------------------
                                                  Raymond O. Loen
                                                  Director

Date:      May 16, 2000                  By:      s/b Henry C. Montgomery
         -----------------------                  ------------------------------
                                                  Henry C. Montgomery
                                                  Director

Date:      May 16, 2000                  By:      s/b Clyde W. Smith, Jr.
         -----------------------                  ------------------------------
                                                  Clyde W. Smith, Jr.
                                                  Director

Date:      May 16, 2000                  By:      s/b Harold J. Withrow
         -----------------------                  ------------------------------
                                                  Harold J. Withrow
                                                  Director


                                      V-2