<PAGE>

                       Securities and Exchange Commission

                             Washington, D.C. 20549


                                    FORM 10-K

             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1998
                                       OR
            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _______________ to _______________


                       Commission File number 0-18356


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                    (Exact name of registrant as specified in
                     its Certificate of Limited Partnership)

         TEXAS                                        76-0281709
(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:
                       16,760.58 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. 33-19721               Items 1 and 13
     on Form S-1



<PAGE>

                                TABLE OF CONTENTS

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

                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.


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


                                     PART II

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


                                     PART III

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


                                     PART IV

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


                                     OTHER

                 Signatures
</TABLE>



<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.

                                     PART I

Item 1.  Business

General Description of Partnership

         Swift Energy Managed Pension Assets Partnership  1989-2,  Ltd., a Texas
limited  partnership (the "Partnership" or the  "Registrant"),  is a partnership
formed under a public serial  limited  partnership  offering  denominated  Swift
Energy Managed  Pension Assets Fund II  (Registration  Statement No. 33-19721 on
Form S-1, originally declared effective April 22, 1988 and amended effective May
3, 1988 [the  "Registration  Statement"]).  The Partnership was formed effective
September 30, 1989 under a Limited  Partnership  Agreement  dated  September 30,
1989. The initial 182 limited partners made capital contributions of $1,676,058.

         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, 1998, the  Partnership  had expended or committed to expend 100%
of the limited partners' net commitments  (i.e.,  limited partners'  commitments
available  to  the  Partnership  for  property  acquisitions  after  payment  of
organizational  fees  and  expenses)  in  the  acquisition  and  development  of
nonoperating  interests in producing properties,  which properties are described
under Item 2,  "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 Partners,  Ltd.  ("VJM"),  a Texas
limited  partnership,  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," 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  September 30, 1989 (the "NP/OR  Agreement")  between the  Registrant  and
Swift Energy Income  Partners  1989-3 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  $1,439,487 and the Operating
Partnership  initially  committed  $1,873,313 for  acquisitions  under the NP/OR
Agreement.  The Operating  Partnership is obligated under the NP/OR Agreement to
convey to the  Registrant  a 43%  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:

                                      I-1

<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


                  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;

                  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, 1998,  the Operating  Partnership  had conveyed to the Registrant a
43% 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  interests 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.

                                      I-2

<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


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

         Regulations

         Environmental Regulation

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

         Federal Regulation of Natural Gas

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

         FERC Orders

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

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

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

                                      I-3

<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


         State Regulations

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

         Federal Leases

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

         Employees

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


                                      I-4


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


Item 2.  Nonoperating Interests in Properties

         As of December  31, 1998,  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
engineering  estimates of discounted  future net revenues using constant pricing
and costs, are described below.

         1. The  Eakly-Weatherford  Field is in Custer  County,  Oklahoma in the
Anadarko  Basin  (Amoco  acquisition).   The  Eakly-Weatherford  Field  produces
primarily natural gas and condensate and accounts for 26% of the value.

         2.  The  Cheniere   Cadeville  Unit  is  located  in  Ouachita  Parish,
Louisiana,  (Cairn  Acquisition)  and  accounts  for  23% of the  value  in this
Partnership.

         3.  Approximately  17% of the value is from the AWP  Field in  McMullen
County,  Texas (AWP  acquisition).  There are 67 producing  wells from the Olmos
formation in this field.

         4. The  Mestena  Grande  Field is in Jim Hogg  County,  Texas  (Mission
acquisition).  The wells produce from the Queen City horizon, accounting for 17%
of the value in this Partnership.

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

Title to Properties

         Title to substantially  all significant  producing  properties 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 volumes of the  Partnership's  net
nonoperating  interests in 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.

<TABLE>
<CAPTION>
                                             Net Production
                                    -------------------------------
                                           For the Years Ended
                                              December 31,
                                    -------------------------------
                                     1998         1997        1996
                                    -------     -------     -------
<S>                                 <C>         <C>         <C>
Net Volumes (Equivalent MCFs)       44,015      64,267      126,367

Average Net Nonoperating
   Interest Price per
   Equivalent MCF                   $1.07       $1.72       $1.92
</TABLE>


                                      I-5


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


Net Proved Oil and Gas Reserves

         Presented below are the estimates of the Partnership's  proved reserves
as of December 31, 1998,  1997 and 1996. 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,
                                    --------------------------------------------------------------------
                                            1998                      1997                      1996
                                    -------------------      --------------------    -------------------
                                                Natural                   Natural                Natural
                                      Oil         Gas          Oil         Gas        Oil          Gas
                                    -------     -------      -------     --------    -------     -------
                                      (BBLS)     (MMCF)       (BBLS)       (MMCF)     (BBLS)      (MMCF)
<S>                                  <C>           <C>       <C>           <C>       <C>             <C>
Proved developed
   reserves at end of year            9,780          97      16,514         151      21,717          291
                                    -------         ---      ------         ---      ------          ---
Proved reserves
   Balance at beginning
     of year                         20,837         198      25,638         333      34,929          405

   Extensions, discoveries
     and other additions                  1          --          --          --           5            1

   Revisions of previous
     estimates                       (5,340)        (58)      1,966          24       4,053           34

   Sales of minerals in
     place                               --          --      (2,099)       (123)     (6,973)         (19)

   Production                        (3,106)        (25)     (4,668)        (36)     (6,376)         (88)
                                    -------         ---     -------         ---      ------          ---

   Balance at end of year            12,392         115      20,837         198      25,638          333
                                    -------       -----      ------         ---      ------          ---
</TABLE>


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


                                      I-6


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, 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, 1998:

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

                                                                   Natural              Wells
                                                         Oil         Gas          ------------------
Acquisition                State(s)                     (BBLS)      (MMCF)         Gross       Net
-----------                ---------                    ------      -------       -------      -----
<S>                        <C>                          <C>             <C>           <C>      <C>
Cairn                      AL, AR, CA, KS,
                           LA, MI, MS, NM,
                           OK, TX, WY                    7,722           30           178      1.880
Mission Oil
   Company                 TX                              427           12            47      0.165
Hardy Oil Company          TX                              323           14             4      0.006
Amoco                      OK                              444           42           108      0.072
AWP                        TX                            3,476           17             1      0.008
                                                        ------          ---           ---      -----
                                                        12,392          115           338      2.131
                                                        ------          ---          ----     ------
</TABLE>

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

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

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


                                      I-7


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


Item 3. Legal Proceedings

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

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

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


                                      I-8


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.

                                     PART II


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

Market Information

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

Holders

         As of December 31, 1998,  there were 182 Limited Partners holding Units
in the Partnership.

Distributions

         The Partnership  generally makes distributions to Limited Partners on a
quarterly  basis,   subject  to  the  restrictions  set  forth  in  the  Limited
Partnership Agreement.  In the fiscal year ended December 31, 1997 and 1998, the
Partnership distributed a total of $173,900 and $100,500,  respectively,  to the
holders of its Units.  Cash  distributions  constitute net proceeds from sale of
oil and gas  production  after  payment of lease  operating  expenses  and other
partnership expenses.  Some or all of such amounts or any proceeds from the sale
of partnership  properties  could be deemed to constitute a return of investors'
capital.

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

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


                                      II-1


<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.

Item 6. Selected Financial Data

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

<TABLE>
<CAPTION>
                                  1998               1997               1996              1995             1994
                              ------------       ------------       ------------      ------------     ------------
<S>                        <C>                <C>                <C>               <C>               <C>
Revenues                   $      57,768      $     129,175      $     262,793      $      175,299    $     148,285
Income (Loss)              $     (53,611)     $      55,364      $     136,953      $        9,105    $      18,875
Total Assets               $     177,037      $     339,803      $     477,376      $      555,277    $     679,658
Cash Distributions         $     108,958      $     193,554      $     127,215      $       96,976    $     126,674
Long Term Obligations      $          --      $          00      $          --      $           --    $          --
Limited Partners' Net
 Income (Loss) Per Unit    $       (1.97)     $        3.10      $        7.44      $         1.02)   $        1.01
Limited Partners' Cash
 Distributions Per Unit    $        6.00      $       10.38      $        6.75      $         4.95    $        6.74
</TABLE>

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

Liquidity and Capital Resources

         Oil  and  gas  reserves  are  depleting   assets  and  therefore  often
experience   significant   production  declines  each  year  from  the  date  of
acquisition  through the end of the life of the property.  The primary source of
liquidity to the  Partnership  comes almost  entirely from the income  generated
from the sale of oil and gas produced  from  ownership  interests in oil and gas
properties. Net cash provided by (used in) operating activities totaled $52,285,
$235,586  and  $(2,738)  in 1998,  1997 and 1996,  respectively.  This source of
liquidity and the related results of operations, and in turn cash distributions,
will decline in future  periods as the oil and gas produced from the  properties
also  declines  while  production  and general and  administrative  costs remain
relatively  stable  making  it  unlikely  that  the  Partnership  will  hold the
properties  until they are fully  depleted,  but will  likely  liquidate  when a
substantial  majority  of the  reserves  have been  produced.  Cash  provided by
property  sale  proceeds   totaled   $5,971  and  $176,859  in  1997  and  1996,
respectively.  The Partnership has expended all of the partner's net commitments
available for property  acquisitions and development by acquiring  producing oil
and gas  properties.  The  partnership  invests  primarily  in proved  producing
properties  with nominal  levels of future costs of  development  for proven but
undeveloped reserves.  Significant purchases of additional reserves or extensive
drilling  activity are not anticipated.  Capital  expenditures in 1998, 1997 and
1996 totaled $8,558,  $5,025 and $8,473,  respectively.  Cash  distributions  to
partners  totaled  $108,958,  $193,554  and  $127,215  in 1998,  1997 and  1996,
respectively.

Results of Operations

         Income from  nonoperating  interests  decreased 56 percent in 1998 over
1997. Oil and gas sales  decreased 52 percent in 1998 vs. 1997. 1998 oil and gas
prices   decreased  42  percent  or  $7.42/BBL   and  20  percent  or  $.48/MCF,
respectively.  These price  declines  had a  significant  impact on  partnership
performance.  Also,  production volumes decreased 32 percent due to a 30 percent
gas production decrease and a 34 percent oil production decline. The decrease in
gas  production,  due to accelerated  depletion in 1998 on a south Louisiana gas
unit (Cairn  acquisition)  further  contributed to the  partnership's  decreased
revenues.  The  sale in late  1997 of one of the  partnership's  oil  properties
partially contributed to the 1998 oil production declines.

         Total  amortization  expense for 1998  increased  99 percent or $40,977
when compared to 1997. 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.  Normal  amortization
expense decreased 9 percent or $3,631 in 1998 when compared to 1997, relating to
the 32 percent decrease in production volumes.

         The  Partnership  recorded an additional  provision in  amortization in
1998 of $44,608, when the present value, discounted at ten percent, of estimated
future net revenues  from oil and gas  properties,  using the  guidelines of the
Securities and Exchange Commission,  was below the fair market value for oil and
gas properties resulting in a full cost ceiling impairment.

                                      II-2

<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


         Income from  nonoperating  interests  decreased 52 percent in 1997 over
1996.  Oil and gas sales  decreased  46  percent  in 1997 vs.  1996.  Production
volumes  decreased 49 percent due to a 59 percent gas production  decrease and a
27 percent oil production  decline.  The partnership's  sale in late 1996 of the
Gladewater gas unit in Gregg County, Texas (Cairn acquisition) had a significant
impact on partnership performance. A decline in the 1997 oil prices of 9 percent
or $1.79/BBL further  contributed to the partnership's  decreased  revenues.  An
increase in the 1997 gas prices of 10 percent or $.22/MCF  partially  offset the
production declines.

         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
decreased  55 percent in 1997 when  compared  to 1996,  primarily  due to the 49
percent production volume decrease. No additional provision for amortization was
recorded in 1997 or 1996.

         During 1999,  Partnership revenues and costs will be shared between the
limited partners and general partners in an 85:15 ratio, based on the annualized
rate of cash  distributions by the Partnership  during a certain period prior to
December 31, 1998.  Based on current oil and gas prices,  current  levels of oil
and gas  production  and expected cash  distributions  during 1999, the Managing
General Partner  anticipates that the Partnership sharing ratio will continue to
be 85:15.

Year 2000

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

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


                                      II-3

<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


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

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

Item 8. Financial Statements and Supplementary Data

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

Item 9. Disagreements on Accounting and Financial Disclosure

         None.


                                      II-4


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.

                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

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

<TABLE>
<CAPTION>
                                          Position(s) with
         Name             Age         Swift and Other Companies
         ----             ---         -------------------------
<S>                        <C>    <C>
                                  DIRECTORS

A. Earl Swift              65     Chief Executive Officer and
                                  Chairman of the Board

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

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

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

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

Clyde W. Smith, Jr.        50     Director of Swift; President, Somerset
                                  Properties, Inc.

Harold J. Withrow          71     Director of Swift

                                  EXECUTIVE OFFICERS

Terry E. Swift             43     President, Chief Operating Officer

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

Bruce H. Vincent           51     Senior Vice President - Funds Management

James M. Kitterman         54     Senior Vice President - Operations

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

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


                                     III-1


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


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

Item 11.  Executive Compensation

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

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

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         No  single  limited  partner  is  known  to the  Partnership  to be the
beneficial owner of more than five percent of the Partnership's Units.

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

Item 13.  Certain Relationships and Related Transactions

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

         Summarized  below are the  principal  transactions  that have  occurred
between the Partnership,  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  1989  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 MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.

                                     PART IV


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

      a(1)     FINANCIAL STATEMENTS                                   PAGE NO.
                                                                      --------
               <S>                                                      <C>
               Report of Independent Public Accountants                 IV-3

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

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

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

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

               Notes to Financial Statements                            IV-8
</TABLE>

       a(2)    FINANCIAL STATEMENT SCHEDULES

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

       a(3)    EXHIBITS

                3.1    Limited  Partnership  Agreement of Swift  Energy  Managed
                       Pension Assets Partnership 1989-2,  Ltd., dated September
                       30,  1989.  (Form 10-K for year ended  December 31, 1989,
                       Exhibit 3.1).

                3.2    Certificate  of  Limited   Partnership  of  Swift  Energy
                       Managed Pension Assets Partnership 1989-2, Ltd., as filed
                       September  29, 1989,  with the Texas  Secretary of State.
                       (Form  10-K for year ended  December  31,  1989,  Exhibit
                       3.2).

                10.1   Net Profits and  Overriding  Royalty  Interest  Agreement
                       between Swift Energy Managed  Pension Assets  Partnership
                       1989-2,  Ltd. and Swift Energy  Income  Partners  1989-3,
                       Ltd. dated September 30, 1989.  (Form 10-K for year ended
                       December 31, 1989, Exhibit 10.1).

                99.1   A copy of the following  section of the Prospectus  dated
                       April 22, 1988, contained in Pre-Effective  Amendment No.
                       1 to Registration  Statement No. 33-19721 on Form S-1 for
                       Swift Energy Managed  Pension Assets  Partnership  II, as
                       filed on April 21,  1988,  which  have been  incorporated
                       herein by reference:  "Proposed  Activities" (pp 38 - 48)
                       and "Conflicts of Interest" (pp. 65 - 73). (Form 10-K for
                       year ended December 31, 1989, Exhibit 28.1).

       b(1)    REPORTS ON FORM 8-K

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

                                      IV-1

<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


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

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


                                      IV-2


<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Swift Energy Managed Pension Assets Partnership 1989-2, Ltd.:

         We have audited the accompanying balance sheets of Swift Energy Managed
Pension Assets  Partnership  1989-2,  Ltd., (a Texas limited  partnership) as of
December 31, 1998 and 1997, and the related statements of operations,  partners'
capital and cash flows for the years ended  December  31,  1998,  1997 and 1996.
These  financial  statements  are the  responsibility  of the  Managing  General
Partner's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Swift Energy Managed
Pension Assets Partnership  1989-2,  Ltd., as of December 31, 1998 and 1997, and
the results of its  operations  and its cash flows for the years ended  December
31, 1998,  1997 and 1996,  in  conformity  with  generally  accepted  accounting
principles.






                                             ARTHUR ANDERSEN LLP




Houston, Texas
February 10, 1999


                                      IV-3


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997


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

         Current Assets:
              Cash and cash equivalents                                                $       17,545       $       82,776 
              Nonoperating interests income receivable                                         26,601               50,199 
                                                                                       ---------------       --------------
                  Total Current Assets                                                         44,146              132,975 
                                                                                       ---------------       --------------
         Nonoperating interests in oil and gas
              properties, using full cost accounting                                        1,418,687            1,410,129 
         Less-Accumulated amortization                                                     (1,285,796)          (1,203,301)
                                                                                       ---------------       --------------
                                                                                              132,891              206,828 
                                                                                       ---------------       --------------
                                                                                       $      177,037       $      339,803 
                                                                                       ===============       ==============

         LIABILITIES AND PARTNERS' CAPITAL:

         Current Liabilities:
              Accounts Payable                                                         $        2,691       $        2,888 
                                                                                       ---------------       --------------

         Limited Partners' Capital (16,761 Limited Partnership Units;
                                   $100 per unit)                                             174,274              336,831 
         General Partners' Capital                                                                 72                   84 
                                                                                       ---------------      ---------------
                  Total Partners' Capital                                                     174,346              336,915 
                                                                                       ---------------      ---------------
                                                                                       $       177,037      $      339,803 
                                                                                       ===============      ===============
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-4


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                      1998             1997             1996
                                                                ---------------  ---------------   ---------------
<S>                                                             <C>              <C>               <C>            
REVENUES:
   Income from nonoperating interests                           $        55,362  $       124,817   $       262,655 
   Interest income                                                        2,406            4,358               138 
                                                                ---------------  ---------------   --------------- 
                                                                         57,768          129,175           262,793 
                                                                ---------------  ---------------   --------------- 

COSTS AND EXPENSES:
   Amortization - 
     Normal provision                                                    37,887           41,518            93,118 
     Additional provision                                                44,608               --                --
   General and administrative                                            28,884           32,293            32,722 
                                                                ---------------  ---------------   --------------- 
                                                                        111,379           73,811           125,840 
                                                                ---------------  ---------------   --------------- 
INCOME (LOSS)                                                   $       (53,611)  $       55,364   $       136,953 
                                                                ===============  ===============   =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-5


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                         STATEMENTS OF PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                  Limited          General          Combining
                                                  Partners         Partners         Adjustment           Total
                                              ---------------   ---------------  ---------------    ---------------
<S>                                           <C>               <C>              <C>                 <C>            
Balance,
    December 31, 1995                         $       449,037   $         6,706  $         9,624     $      465,367 

Income (Loss)                                         124,707            19,530           (7,284)           136,953 

Cash Distributions                                   (113,100)          (14,115)              --           (127,215)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1996                                 460,644            12,121            2,340            475,105 
                                              ---------------   ---------------  ---------------    --------------- 

Income (Loss)                                          52,009             7,617           (4,262)            55,364 

Cash Distributions                                   (173,900)          (19,654)              --           (193,554)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1997                                 338,753                84           (1,922)           336,915 
                                              ---------------   ---------------  ---------------    --------------- 

Income (Loss)                                         (32,948)            8,446          (29,109)           (53,611)

Cash Distributions                                   (100,500)           (8,458)              --           (108,958)
                                              ---------------   ---------------  ---------------    --------------- 
Balance,
    December 31, 1998                         $       205,305   $            72  $       (31,031)    $      174,346 
                                              ===============   ===============  ===============    =============== 



Limited Partners' net income (loss)
    per unit

      1996                                    $          7.44 
                                              =============== 
      1997                                    $          3.10 
                                              =============== 
      1998                                    $         (1.97)
                                              =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-6


<PAGE>


                          SWIFT ENERGY MANAGED PENSION
                         ASSETS PARTNERSHIP 1989-2, LTD.
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


<TABLE>
<CAPTION>
                                                                                       1998             1997              1996
                                                                                 ---------------   ---------------  ---------------
<S>                                                                              <C>               <C>              <C>            
CASH FLOWS FROM OPERATING ACTIVITIES:
    Income (Loss)                                                                $       (53,611)  $        55,364  $       136,953 
    Adjustments to reconcile income (loss) to
      net cash provided by operations:
      Amortization                                                                        82,495            41,518           93,118 
      Change in assets and liabilities:
        (Increase) decrease in nonoperating interests income receivable                   23,598           138,087         (145,170)
        Increase (decrease) in accounts payable                                             (197)              617          (87,639)
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) operating activities                     52,285           235,586           (2,738)
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to nonoperating interests in oil and gas properties                         (8,558)           (5,025)          (8,473)
    Proceeds from sales of nonoperating interests in oil and gas properties                   --             5,971          176,859 
                                                                                 ---------------   ---------------  --------------- 
                  Net cash provided by (used in) investing activities                     (8,558)              946          168,386 
                                                                                 ---------------   ---------------  --------------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash distributions to partners                                                      (108,958)         (193,554)        (127,215)
                                                                                 ---------------   ---------------  --------------- 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (65,231)           42,978           38,433 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                            82,776            39,798            1,365 
                                                                                 ---------------   ---------------  --------------- 
CASH AND CASH EQUIVALENTS AT END OF YEAR                                         $        17,545   $        82,776  $        39,798 
                                                                                 ===============   ===============  =============== 
</TABLE>


                 See accompanying notes to financial statements.

                                      IV-7


<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
                          NOTES TO FINANCIAL STATEMENTS


(1) Organization and Terms of Partnership Agreement -

         Swift Energy Managed Pension Assets Partnership  1989-2,  Ltd., a Texas
limited partnership ("the  Partnership"),  was formed on September 30, 1989, for
the purpose of purchasing net profits  interests,  overriding  royalty interests
and royalty interests (collectively,  "nonoperating interests") in producing oil
and gas properties  within the continental  United States.  Swift Energy Company
("Swift"), a Texas corporation,  and VJM Partners, Ltd. ("VJM"), a Texas limited
partnership,  serve as Managing  General  Partner and Special General Partner of
the  Partnership,  respectively.  The  Managing  General  Partner is required to
contribute up to 1/99th of limited  partner net  contributions.  The 182 limited
partners made total capital contributions of $1,676,058.

         Nonoperating  interests  acquisition  costs and the  management fee are
borne 99 percent by the limited partners and one percent by the Managing General
Partner.  Organization  and  syndication  costs were borne solely by the limited
partners.

         Initially,  all continuing costs (including  general and administrative
reimbursements and direct expenses) and revenues are allocated 90 percent to the
limited  partners  and  ten  percent  to  the  general  partners.  If  prior  to
partnership payout, as defined,  however, the cash distribution rate (as defined
in the  Partnership  Agreement)  for a certain  period  equals or  exceeds  17.5
percent,  then for the  following  calendar  year,  these  continuing  costs and
revenues will be allocated 85 percent to the limited  partners and 15 percent to
the general partners.  After partnership  payout,  continuing costs and revenues
will be shared 85 percent by the limited partners, and 15 percent by the general
partners,  even if the cash distribution rate is less than 17.5 percent.  Payout
occurred in January  1999;  therefore,  for 1999 and each year  remaining in the
life of the  partnership,  the  continuing  costs and revenues will be shared 85
percent by the limited partners and 15 percent by the general partners.

(2) Significant Accounting Policies -

Use of Estimates --

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

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
properties.  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 partners, 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.

         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.

                                      IV-8

<PAGE>

          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


         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  September  30,  1989,  the  Partnership  entered  into a Net
Profits and Overriding  Royalty  Interests  Agreement  ("NP/OR  Agreement") with
Swift Energy Income Partners 1989-3, 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  1998,  1997  and  1996,  the  Partnership  acquired  nonoperating
interests in producing  oil and gas  properties  for $8,558,  $5,025 and $5,025,
respectively.

         During 1998, the  Partnership's  unamortized oil and gas property costs
exceeded the quarterly  calculations of the "ceiling limitation" resulting in an
additional  provision  for  amortization  of $44,608.  In addition,  the limited
partners'  share  of  unamortized  oil and gas  property  costs  exceeded  their
"ceiling  limitation"  in 1998,  resulting in a valuation  allowance of $28,545.
This  amount is  included  in the  income  (loss)  attributable  to the  limited
partners shown in the statements of partners' capital together with a "combining
adjustment"  for  the  differences   between  the  limited  partners'  valuation
allowances  and  the   Partnership's   full  cost  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 and limited partners.

(4) Related-Party Transactions -

         An  affiliate  of the  Special  General  Partner,  as  Dealer  Manager,
received $41,901 for managing and overseeing the offering of limited partnership
units.

         A  one-time  management  fee of  $41,901  was paid to Swift in 1989 for
services  performed  for the  Partnership.  During  1998,  1997  and  1996,  the
Partnership paid Swift $23,127,  $25,141 and $25,141,  respectively,  as general
and administrative overhead allowances.


                                      IV-9

<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, 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 limited  partners
could be changed  accordingly.  Royalty  income  reported  on the  Partnership's
federal  return of income for the years ended  December 31, 1998,  1997 and 1996
was $19,768, $93,938 and $337,867,  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 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 properties 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.


                                      IV-10

<PAGE>


           SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD

                                   SIGNATURES



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



                                             SWIFT ENERGY MANAGED PENSION
                                             ASSETS PARTNERSHIP 1989-2, LTD.
                                             (Registrant)

                                    By:      SWIFT ENERGY COMPANY
                                              General Partner

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

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

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

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


                                             SWIFT ENERGY MANAGED PENSION
                                             ASSETS PARTNERSHIP 1989-2, LTD.
                                             (Registrant)

                                    By:      SWIFT ENERGY COMPANY
                                              General Partner

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

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


                                      IV-11


<PAGE>


          SWIFT ENERGY MANAGED PENSION ASSETS PARTNERSHIP 1989-2, LTD.


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

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

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

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

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


                                      IV-12