FORM 10-K

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


     {x} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1996

     { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     Commission file number 0-10267

                                C&K 1980 FUND-B, LTD.
                (Exact name of registrant as specified in its charter)

                       Texas                              76-0307698       
          (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)           Identification No.)

         7555 East Hampden Ave., Suite 600
                  Denver, Colorado                        80231          
      (Address of principal executive offices)           (Zip code)

     Registrant's telephone number, including area code: (303) 695-3600

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   Name of Each Exchange
         Title of Each Class                          Which Registered

             None                                       None

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                            Limited Partnership Interests
                                   (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports), and (2) has been subject to
     such filing requirements for the past 90 days.

                                     x            
                                    Yes        No 

                         DOCUMENTS INCORPORATED BY REFERENCE


         Portions of Registrant's Registration Statement No. 2-66548 are
     incorporated by reference into Part IV of this report.
     <PAGE>



                                        PART I


     ITEM 1 - Business

      General

         The response to this item is submitted as a separate section in Part
     IV of this report under Notes to Financial Statements, Note 1 -
     Organization.

      Operating Hazards and Uninsured Risks

         All of the Partnership's oil and gas activities are subject to the
     risks normally associated with exploration for and production of oil and
     gas, including blowouts, cratering and fires, each of which could result in
     damage to life and property.  The General Partner believes that its
     operations and facilities are in compliance with applicable environmental
     regulations.  Nevertheless, the risks of costs and liabilities are inherent
     in operations such as the Partnership's, and there can be no assurance that
     significant costs and liabilities will not be incurred in the future.  The
     General Partner does carry insurance against some, but not all, of these
     risks.  Losses and liabilities arising from such events would reduce
     revenues and increase costs to the Partnership to the extent not covered by
     insurance.  Notwithstanding the foregoing, the General Partner believes
     that it has adequate insurance coverage to preclude any material adverse
     impact from known claims.

      Markets

         The availability of a ready market for the Partnership's oil and gas
     production and revenues generated from sales of production depends on
     numerous factors beyond its control, including the cost and availability of
     alternative fuels, the level of consumer demand, the extent of other
     domestic production of oil and gas, the extent of importation of foreign
     oil and gas, the costs of and proximity of pipelines and other
     transportation facilities, regulation by state and federal authorities, and
     the costs of complying with applicable environmental regulations.  Prices
     for oil and gas have proven volatile in recent years.  Due to all of the
     above stated factors, management is unable to predict future prices.

      Regulation

         Federal Regulation

         Various aspects of the Partnership's natural gas operations are
     affected by regulations of the Federal Energy Regulatory Commission
     ("FERC") under authority of the Natural Gas Act of 1938 ("NGA") and the
     Natural Gas Policy Act of 1978 ("NGPA").  The provisions of these acts are
     complex.  However, pursuant to certain FERC rules and recent legislation,
     most gas was deregulated on January 1, 1993.  Additionally, the interstate
     natural gas pipeline industry is undergoing a substantial restructuring by
     the FERC.  The impact of price decontrol and the FERC restructuring on the
     Partnership is uncertain, but at present would appear not to cause a
     material adverse effect on the business of the Partnership.

      State Regulation

         Most states in which the Partnership owns oil and gas properties have
     statutes and regulations governing a number of environmental and
     conservation matters, including the unitization or pooling of oil and gas
     properties and maximum rates of production from oil and gas wells.  Such
     statutes and regulations may limit the rate at which oil and gas could
     otherwise be produced from the Partnership properties.  State regulatory
     authorities have also established rules and regulations requiring permits
     for drilling operations, drilling bonds and reports concerning operations. 
     Some states have enacted statutes prescribing ceiling prices for gas sold
     within the state.

         In 1992, the Texas Railroad Commission ("TRC") adopted a significant
     revision to the current system of natural gas production in Texas.  The
     previous system required each pipeline system to estimate the demand for
     gas each month and take from its suppliers on a pro rata basis.  The new
     rule assigns allowable production of natural gas to wells on an annual
     basis rather than a monthly basis.  In addition, the determination of
     market demand is made by the TRC rather than the pipelines.  The impact of
     these new regulations on the Partnership has been and is expected to be
     minimal.

      Environmental Regulation

         The Partnership's oil and gas exploration and production operations
     are subject to regulation by the United States Environmental Protection
     Agency (the "EPA") and the regulatory bodies in each state in which it is
     doing business.  The Partnership's oil and gas exploration, development and
     production operations are subject to numerous environmental programs, some
     of which include solid and hazardous waste management, water protection,
     air emission controls, and situs controls affecting wetlands, coastal
     operations, and antiquities.  New programs and changes in existing programs
     are anticipated, some of which include naturally occurring radioactive
     materials ("NORM"), oil and gas exploration and production waste
     management, and underground injection of waste materials.  The Partnership
     is not a party to any enforcement proceedings at this time.

      Federal Income Tax Legislation

         The Partnership pays no income taxes.  Instead, all items of income
     and loss flow through directly to the partners to be included in their
     individual returns.  Certain limitations on the deductibility of losses
     attributable to an investment in the Partnership under the passive loss
     rules will apply to the Limited Partners which are individuals, estates,
     trusts, closely held corporations and personal service corporations.  In
     general, losses from activities in which an investor does not materially
     participate (characterized as passive activities), such as a Limited
     Partner's interest in the Partnership, are only deductible to the extent of
     income from such passive activities.

         The Revenue Act of 1987 classifies certain "publicly traded"
     partnerships as corporations for federal income tax purposes.  The General
     Partner believes that the Partnership should not be considered a publicly
     traded partnership under such provisions, although no assurance of this
     result can be given.  In the event the Partnership were classified as a
     publicly traded partnership under such provisions, it should qualify for an
     exemption from corporate classification to the extent that 90% of its gross
     income is derived from the exploration, production and development of oil
     and natural gas.

         Each Limited Partner should consult with his tax advisor as to the
     effect of the federal income tax laws on his investment in the Partnership.

      Additional Legislation

         No prediction can be made as to what additional legislation may be
     proposed, if any, affecting the competitive status of an oil and gas
     producer, restricting the prices at which a producer may sell its oil and
     gas, imposing new taxes on revenues attributable to oil and gas production,
     or affecting the market demand for oil and gas; nor can it be predicted
     which proposals, including those currently under consideration, if any,
     might be enacted or become effective.

      Employees

         The Partnership has no employees.  Management of the Partnership,
     including legal, accounting, technical and operational support, is provided
     by the General Partner.


     ITEM 2 - Properties

      General

         The Partnership's interests in its properties are in the form of
     various ownership interests in oil and gas leases.  On certain properties,
     the size of interest owned by the Partnership will change after the
     investment in the prospect or well is recovered.  The Partnership's
     properties may be subject to liens, operating agreements, minor
     encumbrances, easements and restrictions.

      Acreage 

         As of December 31, 1996, the Partnership held oil and natural gas
     leases as follows:
     <TABLE>
     <CAPTION>
                                         Acreage Developed   
                                          Gross         Net 
               <S>                        <C>          <C>

               Texas                      6,771        2,692

     </TABLE>

      Production

        The following table summarizes for the periods indicated the
     Partnership's (i) net oil and gas production, (ii) the average sales price
     received per barrel ("bbl") of crude oil and per thousand cubic feet
     ("mcf") of natural gas, and (iii) the composite production cost per
     equivalent bbl of oil and gas ("BOE") produced.  Gas has been converted on
     the basis of 6 mcf equals 1 bbl.  Liquid gas plant products (derived from
     natural gas) have been converted on the basis of 1 bbl of plant products
     equals 6 mcf.
     <TABLE>
     <CAPTION>
                                              Year Ended December 31,   
                                           1996        1995         1994
     <S>                                  <C>          <C>         <C>
     Natural Gas:
       Production (mcf)                   580,595      536,967     688,247
       Average Sales Price per mcf         $ 2.24       $ 1.51      $ 1.90

     Plant Products:
       Production (mcf)                   291,180      288,577     141,231
       Average Sales Price per mcf         $ 2.10       $ 1.49      $ 1.06

     Oil:
       Production (bbl)                    19,050      19,809       23,690
       Average Sales Price per bbl         $20.41      $17.37       $15.83

     Composite Production Cost per BOE     $ 2.44      $ 2.18       $ 2.61
     </TABLE>


      Estimated Oil and Gas Reserve Quantities (Unaudited)

        The response to this item is submitted as a separate section in Part IV
     of this report under Notes to Financial Statements, Note 8 - Supplemental
     Data of Oil and Gas Operations.

      Productive Properties

        As of December 31, 1996, the Partnership had working interests in
     fifteen gross (6.11 net) productive wells, which are all located in the
     state of Texas.

      Drilling Activity

        In 1996, the Partnership participated in the drilling of the C. Montalvo
     #1 well which cost the Partnership $95,932.  In 1995, the Partnership
     participated in the drilling of the R. Montalvo et al Gas Unit #1, which
     was plugged and abandoned April 23, 1995.  The cost to the Partnership was
     $52,220.  In 1994, the Partnership participated in the drilling of the
     Flores Gas Unit Well No. 2 which cost the Partnership $562,010 and
     increased the Partnership reserve base by 17,265 bbls of oil and 513,520
     mcf of gas and plant products.


     ITEM 3 - Legal Proceedings

        There are no material pending legal proceedings to which the Partnership
     is a party nor to which any of its properties are subject.


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

        None.



                                       PART II 

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

        The number of holders of record of equity securities of the Partnership
     as of December 31, 1996, was as follows:

                 Title of Class                 Number of Record Holders

          Limited Partnership Interests                   220

         The assignment of interest is subject to certain restrictions. 
     Because of these restrictions and the absence of a public market for the
     interests, a Limited Partner may not readily be able to liquidate his
     investment in the Partnership.  However, Article VII of the Partnership
     Agreement provides a procedure whereby a Limited Partner may present his
     Limited Partnership interest to the General Partner for purchase.  The
     purchase price is based on the Limited Partners' proportionate share of the
     sum of (i) two-thirds of the present worth of estimated future net revenues
     discounted at the prime rate in effect on the applicable valuation date
     plus one percent, (ii) the present value of the estimated salvage value of
     all production facilities and tangible assets, and (iii) the net book value
     of all other assets and liabilities.  (See Part IV of this report under
     Notes to Financial Statements, Notes 4 and 5).


     ITEM 6 - Selected Financial Data

         Selected financial data for each of the five years in the period ended
     December 31, 1996 are as follows:


     <TABLE>
     <CAPTION>
                                              Year Ended December 31, 
                                         1996           1995           1994
     <S>                              <C>            <C>           <C>

     Oil and Gas Sales                $2,300,758     $1,586,879    $1,830,079

     Production Costs
       and Taxes                         399,814        343,093       422,827


     Oil and Gas Sales, Net of
      Production Costs and Taxes       1,900,944      1,243,786     1,407,252

     Net Income (Loss) from
      Continuing Operations              796,507        354,652      (395,988)

     Net Income (Loss) per Limited
      Partnership unit                       323            145          (546)

     Total Assets                      3,644,945      4,291,030     4,944,051 

     Short-Term Obligations               13,307         16,823        16,800 
     </TABLE>
     <PAGE>



     Selected Financial Data (continued)


     <TABLE>
     <CAPTION>
                                        Year Ended December 31, 
                                      1993           1992
     <S>                              <C>            <C>
     Oil and Gas Sales                $2,554,918     $2,644,431

     Production Costs
       and Taxes                         560,785        514,455

     Oil and Gas Sales, Net of
      Production Costs and Taxes       1,994,133      2,129,976

     Net Income from
      Continuing Operations            1,079,970      1,358,335

     Net Income per Limited
      Partnership unit                       422            536

     Total Assets                      6,008,869      6,259,553

     Short-Term Obligations                --           302,500
     </TABLE>


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

      1996 Compared to 1995

         The Partnership's net income for the year ended December 31, 1996 was
     $796,507, as compared to $354,652 reported for the same period in 1995. 
     This increase of $441,855 resulted primarily from an increase in oil,
     natural gas and plant products prices and an increase in natural gas and
     plant products production.

         Crude oil and natural gas sales for the year ended December 31, 1996
     of $2,300,758 increased $713,879 or 45% compared to the same period in
     1995.  The increase was primarily attributable to the increase in sales
     prices and production volumes.  During 1996, average crude oil prices
     increased to $20.41 per bbl, compared with 1995 prices of $17.37 per bbl,
     and natural gas prices increased to $2.24 per mcf in 1996 as compared to
     the 1995 level of $1.51.  During 1996, the average plant product price
     increased to $2.10 per equivalent mcf, compared with 1995 prices of $1.49
     per equivalent mcf.  Natural gas production per day of 1,586 mcf in 1996
     increased from 1,471 mcf per day in 1995.  Crude oil production decreased
     to 52 bbls per day in 1996 as compared to 54 bbls per day in 1995.  Plant
     products increased to 796 equivalent mcf per day in 1996, compared to 791
     equivalent mcf per day in 1995.

         Lease operating expenses increased by $818 compared to the same time
     period in 1995.  The increase in lease operating expense was mainly the
     result of workover operations on the Pena #1 well.  Production tax expense
     increased by $55,903 or 62% due to the increase in oil and gas revenues in
     1996.

         Depreciation, depletion and amortization expense increased by $268,459
     or 59% due to increased revenue in 1996.  The Partnership reported
     marketing deductions of $196,892 and $245,700 for 1996 and 1995,
     respectively, a decline of $48,808 or 20%, the result of lower gathering
     and transportation rates provided by a new transporter effective February
     1, 1996.


      1995 Compared to 1994

         The Partnership's net income for the year ended December 31, 1995 was
     $354,652, as compared to a net loss of $395,988 reported for the same
     period in 1994.  This increase of $750,640 resulted primarily from a
     decrease in depreciation, depletion and amortization expense.  Interest
     income decreased by $14,936 or 53% from 1994 due to a reduction in cash
     available for investment subsequent to a third quarter 1995 cash
     distribution of $600,000 to the Limited Partners.

         Crude oil and natural gas sales for the year ended December 31, 1995
     of $1,586,879 decreased $243,200 or 13% compared to the same period in
     1994.  The decrease was primarily attributable to a decline in oil
     production of approximately 3,900 barrels and a decrease of approximately
     $0.24 in the average price per equivalent mcf of gas.  During 1995, average
     crude oil prices increased to $17.37 per bbl, compared with 1994 prices of
     $15.83 per bbl, whereas natural gas prices decreased to $1.51 per mcf in
     1995 as compared to the 1994 level of $1.90.  During 1995, the average
     plant product price increased to $1.49 per equivalent mcf, compared with
     1994 prices of $1.06 per equivalent mcf.  Natural gas production per day of
     1,471 mcf in 1995 decreased from 1,886 mcf per day in 1994.  Crude oil
     production decreased to 54 bbls per day in 1995 as compared to 65 bbls per
     day in 1994.  Plant products increased to 791 equivalent mcf per day in
     1995, compared to 387 equivalent mcf per day in 1994.

         Although the Partnership experienced a decline in oil and gas sales,
     related production and marketing expenses also declined, creating a
     favorable effect on net income.  Lease operating expenses decreased by
     $102,424 or 29% compared to the same time period in 1994.  The decrease in
     lease operating expense was mainly the result of lower ad valorem taxes in
     1995 of $97,514 as compared to $178,919 in 1994, caused by a lower assessed
     (taxable) valuation of the property in 1995.  Production tax expense
     increased by $22,690 or 33% due to the increase in plant product sales,
     which are taxed at a higher rate than oil sales.

         Depreciation, depletion and amortization expense decreased by $735,901
     or 62% due to an additional expense taken in 1994 as a result of a ceiling
     test failure and writedown of the net oil and gas assets by $776,272, which
     did not occur in 1995.  The Partnership reported marketing deductions of
     $245,700 and $433,220 for 1995 and 1994, respectively, a decline of
     $187,520 or 43%, the result of declining gas production.


     Financial Condition and Liquidity

      Cash Flow from Operations

         Net cash provided by operating activities was $1,474,148 in 1996, an
     increase of $625,181 or 74% when compared to 1995 due to increased oil and
     gas revenues.  Cash flow from operating activities in 1995 decreased 1%
     when compared to 1994.

      Capital Resources

         Capital additions during 1996 were $113,469 as compared to additions
     to property of $53,118 for the same period in 1995.  The Partnership has
     made no immediate plans for additional exploratory or development capital
     programs, except those necessary to maintain well productivity for 1997.

      Financing Activities

         During 1996, the Partnership distributed to the Limited Partners cash
     proceeds of $700,000.  For the year ended December 31, 1996, the General
     Partner's contributions (allocated share of costs and expenses incurred)
     and distributions were $239,684 and $978,760, respectively.

         The Partnership's financing requirements for operating expenses and
     development capital are currently provided by revenues from its
     operations.  The Partnership does not consider long-term financing
     arrangements, either with the General Partner or other sources, as
     necessary at this time.

       Financial Condition

         While there are no immediate plans for additional exploratory or
     developmental capital programs (except those to maintain well
     productivity), the Partnership's revenues from its producing operations
     currently provide for its operating expenses and capital.

         The Partnership cannot predict with any degree of certainty the prices
     it will receive in 1997 and future years for its crude oil and natural
     gas.  The Partnership's financial condition, operating results, and
     liquidity will be materially affected by any significant fluctuations
     in sales prices for oil and gas production.  The Partnership's ability
     to internally generate funds for capital expenditures will be similarly
     affected.


     ITEM 8 - Financial Statements and Supplementary Data

         The response to this item is submitted as a separate section in Part
     IV of this report.


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

         On June 21, 1995, the General Partner's Board of Directors approved a
     change in the Registrant's certified independent accountants from Hein +
     Associates LLP to Ernst & Young LLP as reported on Form 8-K dated June 21,
     1995.


                                       PART III

     ITEM 10 - Directors and Executive Officers of the Registrant

         The Partnership has no officers or directors.  The management of the
     General Partner is vested in a Board of Directors consisting of four
     members.  The following persons currently serve as members of the Board of
     Directors and/or principal executive officers:

     <TABLE>
     <CAPTION>

        Name                     Age       Position
     <S>                         <C>       <C>
     Charles C. Gates            75        Chairman of the Board

     Robert L. Kubik             52        President & Chief Executive Officer
      (Resigned effective February 28, 1997)

     Diane Gates Wallach         42        Director & Secretary

     Brown W. Cannon, Jr.        52        Director

     Brad Fisher                 35        Senior Vice President, Operations

     Dan R. Taylor               40        Vice President, Accounting & Finance
     </TABLE>

         Charles C. Gates is Chairman of the Board of CODY ENERGY, INC.  He
     also served as Chairman of the Board and Chief Executive Officer of The
     Gates Corporation, the parent company to CODY ENERGY, INC., until July,
     1996.  Mr. Gates attended Massachusetts Institute of Technology and
     Stanford University where he obtained a Bachelor of Science degree in
     Engineering.  He also received an Honorary Doctorate of Engineering from
     the Colorado School of Mines and Michigan Technological University.

         Robert L. Kubik is a Director and President of CODY ENERGY, INC.  Mr.
     Kubik joined the Gates Corporation in 1986 as Assistant General Counsel and
     Director of Corporate Real Estate.  Qualified as a lawyer, he has over 19
     years of oil industry experience with Amerada Hess, Energy Management and
     Mobil Oil.  Mr. Kubik received a Bachelor of Science degree from Ball State
     University and a Juris Doctorate degree from Indiana University School of
     Law.  He is also a member of IPAMS, Denver and Colorado Bar Associations,
     and the American Corporate Counsel Association.

         Diane Gates Wallach was appointed Director of CODY ENERGY, INC. in
     May, 1996.  She was also a Director of The Gates Corporation from August,
     1992 to July, 1996 and is a Trustee of The Gates Foundation and Colorado
     Outward Bound.  Ms. Wallach received a Masters of Business Administration
     and a Bachelor of Science degree from Stanford University.

         Brown W. Cannon, Jr. was appointed Director of CODY ENERGY, INC. in
     May, 1996 and also served as a Director of The Gates Corporation from
     August, 1992 until July, 1996.  He is also a Trustee of the Denver Museum
     of Natural History, a director of the National Western Stock Show and a
     former chairman of Colorado Outward Bound.  Mr. Cannon is a graduate of the
     University of Arizona.

         Brad Fisher is Senior Vice President of Operations for CODY ENERGY,
     INC. in 1994.  Prior to his association with CODY ENERGY, INC., he was with
     Ultramar Oil and Gas, Limited, last holding the position of Vice President
     of Exploration and Production.  Mr. Fisher received a Bachelor of Science
     degree in Petroleum Engineering from Texas A&M University in 1983.

         Dan R. Taylor is Vice President of Finance and Accounting for CODY
     ENERGY, INC.  He is a Certified Public Accountant with over ten years of
     professional accounting experience, primarily in the oil and gas industry. 
     Mr. Taylor received his Bachelor of Business Administration degree in
     Accounting and Information Systems from the University of Texas in 1984 and
     his Bachelor of Science degree in Natural Resource Planning from the
     University of Southern Mississippi in 1978.


     ITEM 11 - Executive Compensation

         The Partnership has no officers or directors.


     ITEM 12 - Security Ownership of Certain Beneficial Owners and Management

         At December 31, 1996, the General Partner owned 66.1% of the Limited
     Partner interests.  No Limited Partner owned, of record or beneficially,
     more than 5% of the Limited Partnership interests.

         The General Partner has a 50% interest in all of the Partnership's oil
     and gas revenues and, upon liquidation, a 50% interest in the Partnership's
     properties as provided under the terms of the Articles of Limited
     Partnership.

         As of March 1997, officers and directors of the General Partner owned
     none of the Limited Partnership interests in the Partnership.


     ITEM 13 - Certain Relationships and Related Transactions

         In accordance with the provisions of the Articles of Limited Part-
     nership, the Partnership annually reimbursed the General Partner $181,500
     in 1996, 1995, and 1994 for indirect administrative and overhead expenses
     attributable to the operations of the Partnership.  Excluding special costs
     (reserve report preparation, tax reporting-related costs, audit costs and
     printing costs attendant to Limited Partner reports), which are allocated
     99% to the Limited Partners and 1% to the General Partner, general and
     administrative expenses are allocated 50% to the Limited Partners and 50%
     to the General Partner.

         The General Partner acts as operator for all fifteen Partnership
     wells.



                                       PART IV


     ITEM 14 -  Financial Statements, Schedules, Exhibits Filed, and Reports on
                Form 8-K

     A. Documents Filed

        1. Financial Statements

           Independent Auditors' Reports

           Balance Sheets - December 31, 1996 and 1995

           Statements of Operations for the Years Ended December 31, 1996, 1995
                 and 1994

           Statements of Changes in Partners' Capital for the Years Ended
                 December 31, 1996, 1995 and 1994

           Statements of Cash Flows for the Years Ended December 31, 1996, 1995
                 and 1994

           Notes to Financial Statements

        2. Exhibits Filed

           The following documents are included as exhibits to the Annual
           Report on Form 10-K.  Those exhibits listed below which are
           incorporated by reference herein are indicated as such by the
           information supplied in the parenthetical reference thereafter.

           4.1 - Limited Partnership Agreement. (Filed as Exhibit 3.1 to
                 Registration Statement No. 2-66548 and incorporated herein by
                 reference.)

           4.2 - Certificate of Limited Partnership for C&K 1980 Fund-B, Ltd.
                 filed in Texas. (Filed as Exhibit 3.2 to Registration
                 Statement No. 2-66548 and incorporated herein by reference.)

           4.3 - Form of Subscription Agreement. (Filed as Exhibit 4.2 to
                 Registration Statement No. 2-66548 and incorporated herein by
                 reference.)

     B. Reports on Form 8-K 

           On June 21, 1995, the Partnership filed a Form 8-K (Commission
           No. 0-10267 and Internal Revenue Service Identification No. 76-
           0307698), which was received by the Securities and Exchange
           Commission on June 21, 1995 and incorporated herein by
           reference, in which it reported a change in the Registrant's
           certified independent accountants.
<PAGE>


                            Report of Independent Auditors


     The Partners of C&K 1980 Fund-B, Ltd.:

     We have audited the balance sheets of C&K 1980 Fund-B, Ltd. as of December
     31, 1996 and 1995, and the related statements of operations, partners'
     capital and cash flows for the years then ended.  These financial
     statements are the responsibility of the Partnership's management.  Our
     responsibility is to express an opinion on these financial statements based
     on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of C&K 1980 Fund-B, Ltd.
     at December 31, 1996 and 1995, and the results of its operations and its
     cash flows for the years then ended in conformity with generally accepted
     accounting principles.



                                                  /s/ Ernst & Young LLP
     Ernst & Young LLP
     Denver, Colorado
     March 8, 1997
<PAGE>


                             INDEPENDENT AUDITOR'S REPORT


     To the Partners of
        C&K 1980 Fund-B, Ltd.:

     We have audited the accompanying Statements of Operations, Partners'
     Capital (Deficit) and Cash Flows of C&K 1980 Fund-B, Ltd. (a Texas Limited
     Partnership) for the year ended December 31, 1994 and the related
     statements of operations, partners' capital and cash flows for each of the
     two years in the period ended December 31, 1994.  These financial
     statements are the responsibility of the Partnership's management.  Our
     responsibility is to express an opinion on these financial statements based
     on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards.  Those standards require that we plan and perform the audits 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 results of operations and cash flows of C&K
     1980 Fund-B, Ltd. for the year ended December 31, 1994 in conformity with
     generally accepted accounting principles.

     The accompanying financial statements have been prepared assuming that C&K
     1980 Fund-B, Ltd. will continue as a going concern.  As discussed in Note 7
     to the financial statements, the General Partner is currently considering
     either transferring its limited partner and general partner interests in
     the Partnership, or withdrawing as general partner of the Partnership or
     taking other actions to reduce its responsibilities in the Partnership,
     which could lead to the ultimate dissolution of the Partnership.  These
     conditions raise substantial doubt about the Partnership's ability to
     continue as a going concern.  The accompanying financial statements do not
     include any adjustments that might result from the outcome of this
     uncertainty.


     Hein + Associates LLP
     Houston, Texas
     March 13, 1995
<PAGE>


                                C&K 1980 FUND-B, LTD.
                            (A Texas Limited Partnership)
                                    BALANCE SHEETS


                                        ASSETS

     <TABLE>
     <CAPTION>
                                                      December 31, 
                                                   1996            1995
     <S>                                     <C>               <C>
     Current Assets:

       Cash                                  $    182,797      $    261,194

       Receivable from General Partner            253,816           210,885

       Total Current Assets                       436,613           472,079

     Oil and gas properties and equipment,
      at cost, using the full cost method
       of accounting                           22,494,518        22,381,049

     Less:  Accumulated depreciation,
       depletion and amortization             (19,286,186)      (18,562,098)

                                                3,208,332         3,818,951

     Total Assets                            $  3,644,945      $  4,291,030


     <CAPTION>

                          LIABILITIES AND PARTNERS' CAPITAL

     <S>                                     <C>               <C>
     Accrued liabilities                     $     13,307      $     16,823

     Partners' Capital:
       General Partner                            829,341         1,000,751
       Limited Partners                         2,082,947         2,391,556
       Combining adjustment                       719,350           881,900

          Total Partners' Capital               3,631,638         4,274,207

     Total Liabilities and
       Partners' Capital                     $  3,644,945       $ 4,291,030

     </TABLE>
     [FN]
      The accompanying notes are an integral part of these financial statements.
     <PAGE>


                                C&K 1980 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF OPERATIONS


     <TABLE>
     <CAPTION>
                                             Year ended December 31,
                                         1996           1995          1994

     <S>                              <C>           <C>            <C>
     Revenues:

       Oil and gas sales              $2,300,758    $1,586,879     $1,830,079
       Interest income                     8,241        13,454         28,390

                                       2,308,999     1,600,333      1,858,469


     Expenses:

       Lease operating                   253,301       252,483        354,907
       Production tax                    146,513        90,610         67,920
       Marketing deductions              196,892       245,700        433,220
       Depreciation, depletion 
          and amortization               724,088       455,629      1,191,530
       General and administrative        191,698       201,259        206,880

                                       1,512,492     1,245,681      2,254,457


     Net income (loss)                $  796,507    $  354,652     $ (395,988)

     Net income (loss) allocation:
       General Partner                $  567,666    $  285,156     $  301,660
       Limited Partners                  391,391       175,043       (660,470)
       Combining adjustment             (162,550)     (105,547)       (37,178)

     Net income (loss)                $  796,507    $  354,652     $ (395,988)

     Net income (loss) per limited
       partnership unit
       (1,210 outstanding)            $   323.46    $   144.66     $  (545.84)
     </TABLE>
     [FN]

      The accompanying notes are an integral part of these financial statements.
     <PAGE>


                                C&K 1980 FUND-B, LTD.
                            (A Texas Limited Partnership)
                      STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

     <TABLE>
     <CAPTION>
                                                       Combining
                             General       Limited    Adjustment
                             Partner      Partners     (Note 3)       Total

     <S>                   <C>           <C>          <C>          <C>
     Balance at 
       January 1, 1994     $1,144,261    $3,839,983   $1,024,625   $ 6,008,869 

     Contributions            342,066         --          --           342,066 
     Distributions           (664,696)     (363,000)      --        (1,027,696)
     Net income (loss)        301,660      (660,470)    (37,178)      (395,988)

     Balance at
       December 31, 1994   $1,123,291    $2,816,513   $  987,447   $ 4,927,251 

     Contributions            217,728         --            --         217,728
     Distributions           (625,424)     (600,000)        --      (1,225,424)
     Net income (loss)        285,156       175,043     (105,547)      354,652

     Balance at
       December 31, 1995   $1,000,751    $2,391,556   $  881,900   $ 4,274,207

     Contributions            239,684        --            --          239,684
     Distributions           (978,760)     (700,000)       --       (1,678,760)
     Net income (loss)        567,666       391,391     (162,550)      796,507

     Balance at
       December 31, 1996   $  829,341    $2,082,947   $  719,350   $ 3,631,638

     </TABLE>
     [FN]

      The accompanying notes are an integral part of these financial statements.
     <PAGE>


                                C&K 1980 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF CASH FLOWS
     <TABLE>
     <CAPTION>

                                                    Year Ended December 31,
                                             1996           1995        1994
     <S>                                  <C>          <C>          <C>
     Cash flows from operating activities:
       Net income (loss)                   $  796,507  $   354,652  $  (395,988)
       Adjustments to reconcile net income
       (loss) to net cash provided by
       operating activities:
          Depreciation, depletion
            and amortization                  724,088      455,629   1,191,530
          Changes in operating assets
            and liabilities:
            Decrease (increase) in receivable
             from General Partner             (42,931)      38,663       42,814
            (Decrease) Increase in accrued
             liabilities                       (3,516)          23      16,800
             Net cash provided by
             operating activities           1,474,148      848,967      855,156

     Cash flows from investing activities:
       Additions to oil and gas
        properties and equipment             (113,469)     (53,118)    (562,010)
          Net cash used in investing
          activities:                        (113,469)     (53,118)    (562,010)

     Cash flows from financing activities:
       Decrease in distribution payable to
         Limited Partners                        --           --          --   
       Distributions to Limited Partners     (700,000)    (600,000)    (363,000)
       Distributions to General Partner      (978,760)    (625,424)    (664,696)
       Contributions by General Partner       239,684      217,728      342,066 
          Net cash used in
          financing activities             (1,439,076)  (1,007,696)    (685,630)

     Net decrease in cash                     (78,397)    (211,847)    (392,484)
     Cash at beginning of year                261,194      473,041      865,525 
     Cash at end of year                  $   182,797  $   261,194    $ 473,041 
     </TABLE>
     [FN]

      The accompanying notes are an integral part of these financial statements.
     <PAGE>


                                C&K 1980 FUND-B, LTD.
                            (A Texas Limited Partnership)
                            NOTES TO FINANCIAL STATEMENTS


     NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization

         The C&K 1980 Fund-B, Ltd. (the "Partnership"), a Texas Limited
     Partnership, was organized on January 29, 1980, to acquire, explore,
     develop and operate onshore oil and gas properties in the United States and
     commenced operations on October 15, 1980.  Total initial Limited Partner
     contributions were $6,050,000 including $100,000 contributed by C&K
     Petroleum, Inc. ("C&K"), the initial General Partner.  On August 25, 1981,
     C&K requested the Limited Partners to pay an additional assessment of
     $1,512,500, or 25%, of their initial contributions.  Of this amount, C&K
     paid $157,500 for thirty-two Limited Partners who declined to pay their
     share of the additional assessments.

         C&K, after several corporate reorganizations beginning in September of
     1984 and ending in December of 1991, was acquired by Ultramar Oil and Gas
     Limited ("UOGL"), an indirect wholly-owned subsidiary of LASMO plc. 
     Effective November 18, 1992 UOGL was sold to Williams-Cody Limited
     Liability Company ("WCLLC"), a Wyoming limited liability company owned by
     Williams Gas Management Company ("WGMan") and Cody Resources, Inc.
     ("CRI").  On January 1, 1993, UOGL changed its name to Williams-Cody, Inc.
     ("Williams-Cody").

         Effective May 1, 1993, Cody Company, a wholly owned subsidiary of The
     Gates Corporation, purchased the units of WCLLC owned by WGMan.  As a
     result of this acquisition, the unit holders of WCLLC are Cody Company and
     its wholly owned subsidiary, Cody Resources, Inc.  Subsequently, effective
     May 15, 1993, the name of Williams-Cody, Inc. was changed to CODY ENERGY,
     INC. ("CODY"), and the name of Williams-Cody Limited Liability Company was
     changed to Gates-Cody Energy Company ("GCEC"), a Limited Liability
     Company.  CODY is the surviving corporation and, pursuant to the
     authority provided in the Partnership Agreement, manages and controls
     the Partnership's affairs and is responsible for the activities of the
     Partnership.

      Basis of Accounting 

         The accounts of the Partnership are maintained on the accrual basis in
     accordance with accounting practices permitted for federal income tax
     reporting purposes.  In order to present the accompanying financial
     statements on the basis of generally accepted accounting principles for
     financial reporting purposes, adjustments have been made to account for oil
     and gas properties under the full cost method of accounting.

      Oil and Gas Properties

         The Partnership uses the full cost method of accounting for oil and
     gas properties in accordance with rules prescribed by the Securities and
     Exchange Commission ("SEC").  Under this method, all costs incurred in
     connection with the exploration for and development of oil and gas reserves
     are capitalized.  Such capitalized costs include lease acquisition,
     geological and geophysical work, delay rentals, drilling, completing and
     equipping oil and gas wells and other related costs together with costs
     applicable to CODY's technical personnel directly engaged in evaluating and
     maintaining oil and gas prospects and drilling oil and gas wells. 
     Maintenance and repairs are charged against income when incurred.  Renewals
     and betterments which extend the useful life of properties are capitalized.

         The capitalized costs of all oil and gas properties are depleted on a
     composite units-of-revenue method computed on a future gross revenue
     basis.   An additional depletion provision is made if the total
     capitalized costs of oil and gas properties exceed the "capitalization
     ceiling" which is calculated as the present value of future net revenues
     for estimated production of the Partnership's proved oil and gas
     reserves as furnished by independent petroleum engineers.

         Future gross revenues have been estimated using rules prescribed by
     the SEC.  Under these rules, year-end prices are utilized in determining
     future gross revenues.

       New Accounting Standard

         In March 1995, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standard No. 121, "Accounting for the
     Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
     Of" (SFAS No. 121), which requires impairment losses to be recorded on
     long-lived assets used in operations when indications of impairment are
     present.  The Company adopted SFAS No. 121 during 1996, with no impact on
     its financial statements.

       Net Income (Loss) per Limited Partnership Unit

         Net income (loss) per limited partnership unit is computed by
     obtaining the Limited Partners net income (loss) (see Statements of Changes
     in Partners' Capital) and dividing by the total limited partnership units
     outstanding.

       Contributions and Distributions

         Contributions by the General Partner, as presented in the Statements
     of Changes in Partners' Capital, represent amounts paid by the General
     Partner for its allocated share of the Partnership's costs and expenses. 
     Distributions to the General Partner represent amounts collected by the
     General Partner for its allocated share of the Partnership's revenues. 
     Distributions to Limited Partners represent periodic payments of available
     cash, as determined in accordance with the terms of the Partnership
     Agreement.

       Receivable from the General Partner

         The receivable from the General Partner consists of the Limited
     Partners' share of proceeds from the sales of the Partnership's crude oil
     and natural gas, net of related operating and general and administrative
     expenses.  The General Partner acts as the collection agent for the
     Partnership's receivables and remits sales revenues collected in the period
     received.  The Partnership has no recourse against the General Partner for
     amounts deemed uncollectible.

       Revenue Recognition

         The Partnership recognizes oil and gas revenues for only its ownership
     percentage of total production under the entitlement method.  Purchase,
     sale and transportation of natural gas and crude oil are recognized upon
     completion of the sale and when transported volumes are delivered.

       Concentration of Credit Risk

         Financial instruments which subject the Partnership to concentrations
     of credit risk consist principally of trade receivables.  The Partnership's
     policy is to evaluate, prior to entering agreements, each purchaser's
     financial condition.  The Partnership sells to purchasers with different
     geographic and economic characteristics. 

       Use of Estimates

         The preparation of the Partnership's financial statements in
     conformity with generally accepted accounting principles necessarily
     requires management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the balance sheet dates and the reported amounts
     of revenues and expenses during the reporting periods.  Actual results
     could differ from those estimates.

       Reclassifications

         Certain amounts from prior years have been reclassified to be
     consistent with the financial statement presentation for 1996.  Such
     reclassifications had no effect on net income.


     NOTE 2 - SALES TO MAJOR CUSTOMERS

         Sales to major customers are summarized in the table below:

     <TABLE>
     <CAPTION>
       Purchasers                1996             1995               1994
                             Sales    %       Sales    %         Sales    %

     <S>                   <C>       <C>     <C>      <C>       <C>       <C>

     Coastal Oil & Gas
      Corporation            --      --        --      --        228,064  12

     El Sordo Gathering
      System, Inc.          520,131  23        --      --           --    --

     Enron Trading and
      Transportation
      Company               182,247   8      344,053  22            --    --

     Valero Hydrocarbons     92,731   4      429,508  27         186,833  10

     Williams Gas
      Marketing           1,299,062  56      813,318  51       1,115,469  61
     </TABLE>

         Since June 1, 1993, Williams Gas Marketing purchased all of the
     Partnership's natural gas production under an agreement that calls for
     market responsive prices which are tied to a published index.  The
     Partnership remains responsible for all costs related to production,
     gathering, processing or severance of the gas prior to Delivery Point. 
     These costs have been recorded as marketing deductions in the financial
     statements.


     NOTE 3 - ALLOCATION OF PARTNERSHIP REVENUES, COSTS AND EXPENSES

        The Partnership Agreement provides that revenues, costs and expenses
     shall be allocated to the partners as follows:
     <TABLE>
     <CAPTION>
                                                        Limited    General
                                                        Partners   Partner
     <S>                                                    <C>      <C>
     REVENUES
       Sales of Production . . . . . . . . . . . . . . .    50%       50%
       Sale of Equipment . . . . . . . . . . . . . . . .    50         50
       Interest Income . . . . . . . . . . . . . . . . .    99          1

     COSTS AND EXPENSES
       Organization and Offering Expenses Other than
        Sales Commissions  . . . . . . . . . . . . . . .     0        100
       Leasehold Acquisition Costs . . . . . . . . . . .     0        100
       Subsequent Leasehold Acquisition Costs  . . . . .    50         50
       Intangible Drilling Costs . . . . . . . . . . . .    99          1
       Tangible Drilling and Completion Costs Relating
        to Commercially Productive Wells . . . . . . . .     0        100
       Post-Completion Costs . . . . . . . . . . . . . .    50         50
       Operating Costs . . . . . . . . . . . . . . . . .    50         50
       Special Costs . . . . . . . . . . . . . . . . . .    99          1
       General and Administrative Expenses . . . . . . .    50         50
     </TABLE>

         The depreciation, depletion and amortization provision is calculated
     based on discrete calculations utilizing the Partnership's and the
     partners' share of the related capital costs and estimated future net
     revenues.  For financial statement purposes, each partner's depreciation,
     depletion and amortization provision has been increased by the amount that
     his share of unamortized costs exceeded the capitalization ceiling.

         During 1996 and 1995, no additional provision was necessary for the
     Partnership attributable to a ceiling test failure.  In 1994, however,
     $776,272 in additional depreciation, depletion and amortization was
     necessary for the Partnership taken as a whole because the total
     capitalized costs of the oil and gas properties exceeded the capitalization
     ceiling.  The additional provision was allocated $820,387 to the Limited
     Partners and $(44,115) as a combining adjustment.

         The combining adjustment included in partners' capital of $719,350 and
     $881,900 at December 31, 1996 and 1995, respectively, represents the
     difference resulting from computing the full cost ceiling test on the total
     partnership basis, which is used for financial reporting purposes, and the
     limited partners and general partner basis.  The adjustment is an
     allocation of partners' capital and does not affect net income.


     NOTE 4 - PURCHASE OF LIMITED PARTNERS' INTERESTS

         The Limited Partners may require the General Partner to purchase up to
     ten percent of their interests annually.  In addition to the units
     purchased by the General Partner for their initial capital contribution, a
     total of 667.66 units had been purchased from Limited Partners as of
     December 31, 1995.  At January 1, 1996, the General Partner calculated a
     purchase price of $1,552.25 per unit for Limited Partners who paid the
     additional assessment ("assessed Limited Partners") and $1,241.80 per unit
     for Limited Partners who had not paid the additional assessment
     ("nonassessed Limited Partners").  Eighteen Limited Partners (representing
     38.66667 units on which the assessment was paid and -0- units on which the
     assessment was not paid) tendered units.  The General Partner expended
     $60,020.34 for the purchase of these 38.66667 Limited Partner units during
     1996.  At December 31, 1996, the General Partner owned 726.32667 assessed
     Limited Partnership units (20 initial shares and 706.32667 purchased from
     Limited Partners) and 66 nonassessed Limited Partnership units.


     NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

         The General Partner is reimbursed for administrative and overhead
     costs incurred in conducting the business of the Partnership.  Such
     reimbursements have been the maximum allowed under the terms of the
     Partnership Agreement and were $181,500 in 1996, 1995, and 1994.

         The Partnership distributed to each Limited Partner their
     proportionate share of cash funds credited to their capital account which
     was in excess of the amounts necessary to meet such partners share of
     existing or future obligations of the Partnership.  Total distributions to
     Limited Partners in 1996, 1995, and 1994, were $700,000, $600,000 363,000,
     respectively.


     NOTE 6 - INCOME TAXES

         Income taxes are not levied at the Partnership level, but rather on
     the individual partners; therefore, no provision or liability for federal
     and state income taxes has been reflected in the accompanying financial
     statements.  The tax returns, the qualification of the Partnership as a
     partnership for tax purposes, and the amount of the Partnership's income or
     loss is subject to examination by federal and state tax authorities.  If
     such examinations result in changes with respect to the Partnership's
     qualifications or in changes in the Partnership's income or loss, the tax
     liability of the partners could be changed accordingly.

         Set forth below is a reconciliation between net income for financial
     and federal income tax reporting purposes for the years ended December 31,
     1996, 1995, and 1994.

     <TABLE>
     <CAPTION>
                                                Year ended December 31, 
                                            1996          1995          1994 
     <S>                                <C>           <C>           <C>
     Net income (loss) for financial
      reporting purposes                $  796,507      $354,652    $ (395,988)

      Increase (decrease) in taxable net
        income resulting from:

        Depreciation, depletion and
        amortization of oil and gas
        properties for financial
        reporting purposes not deductible
        for income tax purposes            724,088       455,629     1,191,530

        Depreciation of oil and gas
        properties for income tax purposes
        not included as expenses for
        financial reporting purposes       (16,886)      (25,531)      (30,642)

        Oil and gas exploration and
        development costs capitalized for
        financial reporting purposes but
        deducted for income
        tax purposes                       (89,527)      (53,118)     (481,267)

        Other revenues recognized for income
        tax purposes amortized for
        financial reporting purposes          --             --          2,817

     Net income as reported for federal
      income tax purposes               $1,414,182       $731,632    $ 286,450

     Net income as reported for federal
      income tax purposes applicable to
      the General Partner               $  745,432       $387,714    $ 368,641

     Net income (loss) as reported for
      federal income tax purposes
      applicable to Limited Partners    $  668,750       $343,918    $ (82,191)
     </TABLE>


     NOTE 7 - SUPPLEMENTAL DATA OF OIL AND GAS OPERATIONS 

      Costs Incurred in Oil and Gas Property Acquisition, Exploration and
      Development Activities
     <TABLE>
     <CAPTION>

                                             Year Ended December 31,
                                        1996           1995            1994
     <S>                             <C>            <C>            <C>
     Property Acquisition Costs      $    --        $    --        $     --
     Exploration Costs                    --             --              -- 
     Development Costs                 113,469          53,118         562,010

      Total Costs                      113,469      $   53,118     $   562,010

     </TABLE>
     <TABLE>
     <CAPTION>


      Results of Operations from Oil and Gas Producing Activities

                                               Year Ended December 31, 
                                         1996            1995         1994
     <S>                              <C>           <C>            <C>
     Revenues                         $ 2,300,758   $ 1,586,879    $ 1,830,079 
     Production (lifting) costs          (399,814)     (343,093)      (422,827)
     Depreciation, depletion and
      amortization                       (724,088)     (455,629)    (1,191,530)

     Results of operations from oil
      and gas producing activities    $ 1,176,856   $   788,157    $   215,722 

     Depreciation, depletion and
      amortization per dollar of
      gross revenues                  $      0.31   $      0.29    $      0.65
     </TABLE>


     <TABLE>
     <CAPTION>
      Capitalized Costs Relating to Oil and Gas Producing Properties


                                               Year Ended December 31, 
                                         1996           1995           1994
     <S>                              <C>           <C>            <C>
     Proved properties                 $22,494,518  $ 22,381,049   $ 22,327,931
     Accumulated depreciation,
      depletion and amortization       (19,286,186)  (18,562,098)   (18,106,469)

      Net capitalized costs              3,208,332  $  3,818,951   $  4,221,462


      Estimated Oil and Gas Reserve Quantities (Unaudited)

         The following is an analysis of the Partnership's interest in net
     quantities of proved oil and gas reserves which are all located in onshore
     areas of Texas.  Quantities are based on estimates of proved reserves
     furnished by Netherland, Sewell and Associates, Inc., independent petroleum
     engineers, pursuant to rules set by the Securities and Exchange Commission. 
     Estimates of proved reserves are inherently imprecise and are even more
     imprecise for newly discovered reserves than for reserves with long
     production histories.  As a result, subsequent development and production
     of the Partnership's reserves may result in revisions of such estimates.

         Certain information related to the standardized measure of oil and gas
     reserves has not been included in the supplemental data on oil and gas
     operations.  The General Partner has elected the exclusion available to
     limited partnerships when such reserve information is provided annually to
     the Limited Partners.  The supplemental reserve information is provided to
     the Limited Partners on an annual basis.

     
</TABLE>
<TABLE>
     <CAPTION>

      Total Proved Reserves 
                                                     Oil           Gas
                                                  (In BBLS)     (In MCF)

     <S>                                           <C>          <C>
     As of December 31, 1993                        187,164     11,287,740 

     Discoveries                                     17,265        513,520 
     Revisions of previous estimates                  3,673     (2,279,278)
     Production                                     (23,690)      (829,478)

     As of December 31, 1994                        184,412      8,692,504 

     Revisions of previous estimates                (47,166)    (2,538,129)
     Production                                     (19,809)      (825,544)

     As of December 31, 1995                        117,437      5,328,831

     Revisions of previous estimates                 30,874      1,147,604
     Production                                     (19,050)      (871,775)

     As of December 31, 1996                        129,261      5,604,660
     </TABLE>

          The natural gas volumes (mcf) of 5,604,660 as of December 31, 1996,
     disclosed above, include 1,843,764 equivalent mcf related to plant
     products.
<PAGE>
      
                                SIGNATURES



           Pursuant to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, Registrant has duly caused this Annual Report to be
     signed on its behalf by the undersigned, thereunto duly authorized.





     Dated:   March 27, 1997                 C&K 1980 Fund-B, Ltd.
                                             (Registrant)


                                         By:/s/ Charles C. Gates
                                            Charles C. Gates
                                            Chairman of the Board






          Pursuant to the requirements of the Securities Exchange Act of 1934,
     this report has been signed below by the following persons, which include
     the Chief Executive Officer, the Chief Financial Officer, the Chief
     Accounting Officer and a majority of the Board of Directors, on behalf of
     the Registrant and in the capacities and on the date above indicated:




     /s/ Diane Gates Wallach                /s/ Brown W. Cannon, Jr.
     Diane Gates Wallach                    Brown W. Cannon, Jr.
     Director & Secretary                   Director




     /s/ Brad Fisher                        /s/ Dan R. Taylor
     Brad Fisher                            Dan R. Taylor
     Senior Vice President, Operations      Vice President, Accounting & Finance
<PAGE>