FORM 10-K/A
                              AMENDMENT NO.1
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
(Mark One)

[x]    Annual  report  pursuant to Section 13 or 15(d)  of  the  Securities
       Exchange Act of 1934

For the fiscal year ended December 31, 2002

                                    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 0-19601

         Southwest Royalties Institutional Income Fund X-B, L.P.
                (Exact name of registrant as specified in
                    its limited partnership agreement)

Delaware                                                    75-2332174
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

407 N. Big Spring, Suite 300, Midland, Texas                  79701
(Address of principal executive office)                     (Zip Code)

Registrant's telephone number, including area code  (432) 686-9927

       Securities registered pursuant to Section 12(b) of the Act:

                                   None

       Securities registered pursuant to Section 12(g) of the Act:

                      limited partnership interests

Indicate by check mark whether registrant (1) has filed 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:     Yes       No X

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]

The  registrant's  outstanding  securities  consist  of  Units  of  limited
partnership  interests for which there exists no established public  market
from which to base a calculation of aggregate market value.

The  total  number of pages contained in this report is  50.   The  exhibit
index is found on page 47.

<PAGE>
                            Table of Contents

Item                                                                   Page

                                  Part I

     Glossary of Oil and Gas Terms                                       3

 1.  Business                                                            5

 2.  Properties                                                          9

 3.  Legal Proceedings                                                  11

 4.  Submission of Matters to a Vote of Security Holders                11

                                 Part II

 5.  Market for Registrant's Common Equity and Related
     Stockholder Matters                                                12

 6.  Selected Financial Data                                            13

 7.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations                      14

 8.  Financial Statements and Supplementary Data                        22

 9.  Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure                             37

                                 Part III

10.  Directors and Executive Officers of the Registrant                 38

11.  Executive Compensation                                             40

12.  Security Ownership of Certain Beneficial Owners and
     Management                                                         40

13.  Certain Relationships and Related Transactions                     41

14.  Controls and Principles                                            41

                                 Part IV

15.  Exhibits, Financial Statement Schedules, and Reports
     on Form 8-K                                                        42

     Signatures                                                         43

<PAGE>
Glossary of Oil and Gas Terms
The  following are abbreviations and definitions of terms commonly used  in
the  oil  and  gas industry that are used in this filing.  All  volumes  of
natural gas referred to herein are stated at the legal pressure base to the
state  or area where the reserves exit and at 60 degrees Fahrenheit and  in
most instances are rounded to the nearest major multiple.

     Bbl. One stock tank barrel, or 42 United States gallons liquid volume.

     Developmental well. A well drilled within the proved area of an oil or
natural gas reservoir to the depth of a stratigraphic horizon known  to  be
productive.

     Exploratory well. A well drilled to find and produce oil or gas in  an
unproved  area to find a new reservoir in a field previously  found  to  be
productive of oil or natural gas in another reservoir or to extend a  known
reservoir.

     Farm-out arrangement. An agreement whereby the owner of a leasehold or
working  interest agrees to assign his interest in certain specific acreage
to  an  assignee,  retaining some interest, such as an  overriding  royalty
interest,  subject  to  the drilling of one (1)  or  more  wells  or  other
specified performance by the assignee.

     Field. An area consisting of a single reservoir or multiple reservoirs
all  grouped  on  or  related to the same individual geological  structural
feature and/or stratigraphic condition.

     Mcf. One thousand cubic feet.

     Net  Profits  Interest.  An agreement whereby  the  owner  receives  a
specified  percentage of the defined net profits from a producing  property
in  exchange for consideration paid.  The net profits interest  owner  will
not otherwise participate in additional costs and expenses of the property.

     Oil. Crude oil, condensate and natural gas liquids.

     Overriding  royalty  interest. Interests that  are  carved  out  of  a
working  interest, and their duration is limited by the term of  the  lease
under which they are created.

     Present  value  and  PV-10 Value. When used with respect  to  oil  and
natural gas reserves, the estimated future net revenue to be generated from
the  production of proved reserves, determined in all material respects  in
accordance  with  the  rules and regulations of the  SEC  (generally  using
prices  and costs in effect as of the date indicated) without giving effect
to  non-property  related  expenses  such  as  general  and  administrative
expenses,  debt service and future income tax expenses or to  depreciation,
depletion  and  amortization, discounted using an annual discount  rate  of
10%.

<PAGE>

     Production  costs.  Costs incurred to operate and maintain  wells  and
related  equipment  and facilities, including depreciation  and  applicable
operating  costs  of support equipment and facilities and  other  costs  of
operating and maintaining those wells and related equipment and facilities.

     Proved Area. The part of a property to which proved reserves have been
specifically attributed.

     Proved  developed oil and gas reserves. Reserves that can be  expected
to  be  recovered from existing wells with existing equipment and operating
methods.

     Proved properties. Properties with proved reserves.

     Proved  oil  and gas reserves. The estimated quantities of crude  oil,
natural  gas, and natural gas liquids with geological and engineering  data
that  demonstrate  with  reasonable certainty to be recoverable  in  future
years   from  known  reservoirs  under  existing  economic  and   operating
conditions, i.e., prices and costs as of the date the estimate is made.

     Proved  undeveloped  reserves.  Reserves  that  are  expected  to   be
recovered from new wells on undrilled acreage, or from existing wells where
a relatively major expenditure is required for recompletion.

     Reservoir.  A porous and permeable underground formation containing  a
natural  accumulation  of  producible  oil  or  gas  that  is  confined  by
impermeable  rock  or water barriers and is individual  and  separate  from
other reservoirs.

     Royalty  interest.  An  interest in an oil and  natural  gas  property
entitling  the  owner to a share of oil or natural gas production  free  of
costs of production.

     Working  interest.  The operating interest that gives  the  owner  the
right  to  drill, produce and conduct operating activities on the  property
and a share of production.

     Workover.  Operations  on  a producing well  to  restore  or  increase
production.

<PAGE>

                                  Part I

Item 1.   Business

General
Southwest  Royalties Institutional Income Fund X-B, L.P. (the "Partnership"
or  "Registrant")  was  organized  as a  Delaware  limited  partnership  on
November  27,  1990.  The offering of limited partnership  interests  began
December  1,  1990 as part of a shelf offering registered  under  the  name
Southwest  Royalties Institutional 1990-91 Income Program (the  "Program").
Minimum  capital  requirements for the Partnership were met  on  March  11,
1991,  with  the  offering  of  limited  partnership  interests  concluding
September  30,  1991,  but  continuing for other  partnerships  within  the
program. The Partnership has no subsidiaries.

The Partnership has acquired interests in producing oil and gas properties,
and  produced and marketed the crude oil and natural gas produced from such
properties.  In most cases, the Partnership purchased royalty or overriding
royalty interests and working interests in oil and gas properties that were
converted into net profits interests or other non-operating interests.  The
Partnership  purchased  either all or part of the  rights  and  obligations
under various oil and gas leases.

The  principal executive offices of the Partnership are located at  407  N.
Big Spring, Suite 300, Midland, Texas, 79701.  The Managing General Partner
of  the  Partnership,  Southwest Royalties,  Inc.  (the  "Managing  General
Partner")   and  its  staff  of  82  individuals,  together  with   certain
independent  consultants  used  on an "as needed"  basis,  perform  various
services on behalf of the Partnership, including the selection of  oil  and
gas properties and the marketing of production from such properties.  H. H.
Wommack, III, Chairman, Director, President and Chief Executive Officer  of
the  Managing General Partner, is also a general partner.  The  Partnership
has no employees.

Introductory Note
During  2002, the Partnership changed its method of providing for depletion
from  the  units-of-revenue  method to the  units-of-production  method  as
described in Note 3 to the Partnership's financial statements.

Subsequent to the issuance of the Annual Report on Form 10-K for  the  year
ended  December 31, 2002, the Partnership determined that the above  change
in  accounting  method  should have been adopted by the  Partnership  as  a
cumulative  effect of a change in accounting principle.   As  described  in
Note  9  to  the  Partnership's financial statements, the  Partnership  had
previously  applied  the  change in the method of providing  for  depletion
prospectively as of October 1, 2002.

Principal Products, Marketing and Distribution
The  Partnership has acquired and holds royalty, overriding royalty and net
profit  interests in oil and gas properties located in Arkansas, New Mexico
and  Texas.   All  activities  of  the  Partnership  are  confined  to  the
continental United States.  All oil and gas produced from these  properties
is sold to unrelated third parties in the oil and gas business.

The  revenues  generated from the Partnership's oil and gas activities  are
dependent upon the current market for oil and gas.  The prices received  by
the Partnership for its oil and gas production depend upon numerous factors
beyond   the   Partnership's  control,  including  competition,   economic,
political  and regulatory developments and competitive energy sources,  and
make it particularly difficult to estimate future prices of oil and natural
gas.

In  2002, fighting and threats of fighting in the Middle East and a  strike
in  a  major  oil exporting country dominated the direction  of  crude  oil
prices.  While OPEC agreed to keep production constant throughout the year,
conflicts  between  the U.S. and Iraq, as well as between  Israel  and  the
Palestinians  threatened supplies and caused oil prices to surge  in  2002.
In  addition,  a  strike by oil workers in Venezuela,  the  fourth  largest
supplier to the U.S., took a significant amount of crude oil off the market
toward  the end of the year.  As a result, OPEC agreed in January  2003  to
increase output by 1.5 million barrels per day in an effort to make up  for
the lost supply and stabilize prices.

<PAGE>
In  2002,  spot prices for natural gas fell by 27.5% from the unprecedented
heights  reached in 2001, averaging just under $3.00/MMBtu  for  the  year.
Most  of  the  lowest  prices were seen early on, with  the  first  quarter
averaging  of  $2.24/MMBtu.   But as the year  progressed,  prices  climbed
higher,  ending  with a $3.99 average in December.  As for  2003,  industry
analysts are divided on their gas price predictions, with estimates ranging
anywhere  from $4.00 to $6.00/MMBtu.  Weather forecasts, storage  inventory
levels,  a  tighter  supply and demand balance, and the unstable  situation
with  Iraq  are  all  factors that will have a significant  impact  on  the
direction  prices will take.  Overall however, analysts are  maintaining  a
bullish perspective, expecting gas prices to remain at or above $4.00/MMBtu
in 2003.

Following  is a table of the ratios of revenues received from oil  and  gas
production for the last three years:

            Oil       Gas
            ----      ----
  2002      71%       29%
  2001      66%       34%
  2000      72%       28%

As  the table indicates, the majority of the Partnership's revenue is  from
its   oil  production;  therefore,  Partnership  revenues  will  be  highly
dependent upon the future prices and demands for oil.

Seasonality of Business
Although  the  demand for natural gas can be effected by seasonality,  with
higher  demand  in the colder winter months and in very hot summer  months,
the  Partnership has not experienced material price and volume changes  due
to  seasonality  and has been able to sell all of its natural  gas,  either
through  contracts  in place or on the spot market at the  then  prevailing
spot market price.

Customer Dependence
No  material portion of the Partnership's business is dependent on a single
purchaser,  or a very few purchasers, where the loss of one  would  have  a
material adverse impact on the Partnership.  Three purchasers accounted for
68%  of  the Partnership's total oil and gas production during 2002: Plains
Marketing  LP  for  31%, Exxon Company USA for 23% and  Duke  Energy  Field
Services  for  14%.  Contracts for 2002 with these major  purchasers  cover
time  periods ranging from month-to-month contracts up to the life  of  the
lease contract periods.  Prices received from these major purchasers ranged
from a low of $22.64 per Bbl to a high of $23.06 per Bbl and $2.59 per mcf.
Four  purchasers accounted for 67% of the Partnership's total oil  and  gas
production  during  2001:  Plains Marketing LP for 29%, Duke  Energy  Field
Services for 17%, Mobil Corporation for 11% and Exxon Company USA for  10%.
Contracts  for 2001 with these major purchasers cover time periods  ranging
from month-to-month contracts up to the life of the lease contract periods.
Prices received from these major purchasers ranged from a low of $26.83 per
Bbl  to  a  high  of  $27.55 per Bbl and $3.81 per mcf.   Three  purchasers
accounted for 78% of the Partnership's total oil and gas production  during
2000:   Plains Marketing LP for 34%, Mobil Corporation for 24% and Phillips
66  for  20%.   Contracts for 2001 with these major purchasers  cover  time
periods  ranging from month-to-month contracts up to the life of the  lease
contract periods.  Prices received from these major purchasers ranged  from
a low of $26.87 per Bbl to a high of $28.38 per Bbl.  All purchasers of the
Partnership's oil and gas production are unrelated third parties.   In  the
event   any  of  these  purchasers  were  to  discontinue  purchasing   the
Partnership's  production, the Managing General  Partner  believes  that  a
substitute  purchaser or purchasers could be located without  undue  delay.
No  other purchaser accounted for an amount equal to or greater than 10% of
the Partnership's sales of oil and gas production.

Competition
Because  the  Partnership has utilized all of its funds available  for  the
acquisition  of net profits or royalty interests in producing oil  and  gas
properties,  it  is  not  subject to competition from  other  oil  and  gas
property purchasers.  See Item 2, Properties.

Factors  that  may  adversely  affect the  Partnership  include  delays  in
completing  arrangements  for  the sale of production,  availability  of  a
market for production, rising operating costs of producing oil and gas  and
complying  with  applicable  water  and  air  pollution  control  statutes,
increasing  costs  and  difficulties of transportation,  and  marketing  of
competitive  fuels.   Moreover, domestic oil  and  gas  must  compete  with
imported oil and gas and with coal, atomic energy, hydroelectric power  and
other forms of energy.


<PAGE>
Regulation

Oil  and Gas Production - The production and sale of oil and gas is subject
to  federal and state governmental regulation in several respects, such  as
existing price controls on natural gas and possible price controls on crude
oil,  regulation of oil and gas production by state and local  governmental
agencies, pollution and environmental controls and various other direct and
indirect   regulation.    Many  jurisdictions  have  periodically   imposed
limitations on oil and gas production by restricting the rate of  flow  for
oil  and  gas wells below their actual capacity to produce and by  imposing
acreage limitations for the drilling of wells.  The federal government  has
the  power  to  permit increases in the amount of oil imported  from  other
countries and to impose pollution control measures.  Various aspects of the
Partnership's  oil  and  gas  activities are  regulated  by  administrative
agencies under statutory provisions of the states where such activities are
conducted  and by certain agencies of the federal government for operations
on  Federal  leases.   The regulatory burden on the oil  and  gas  industry
increases  the  Partnership's  cost of doing business,  and,  consequently,
affects its profitability.

Regulation  of  Sales  and Transportation of Natural  Gas.   Our  sales  of
natural   gas  are  affected  by  the  availability,  terms  and  cost   of
transportation.  The price and terms for access to pipeline  transportation
are  subject  to  extensive  regulation. In  recent  years,  the  FERC  has
undertaken  various initiatives to increase competition within the  natural
gas industry. As a result of initiatives like FERC Order No. 636, issued in
April  1992, the interstate natural gas transportation and marketing system
has   been  substantially  restructured  to  remove  various  barriers  and
practices  that  historically  limited non-pipeline  natural  gas  sellers,
including  producers, from effectively competing with interstate  pipelines
for  sales  to  local  distribution  companies  and  large  industrial  and
commercial  customers. The most significant provisions  of  Order  No.  636
require   that   interstate  pipelines  provide  firm   and   interruptible
transportation  service  on an open access basis  that  is  equal  for  all
natural  gas supplies. In many instances, the results of Order No. 636  and
related  initiatives  have been to substantially reduce  or  eliminate  the
interstate  pipelines' traditional role as wholesalers of  natural  gas  in
favor  of  providing  only storage and transportation services.  While  the
United  States  Court  of  Appeals upheld most of Order  No.  636,  certain
related  FERC  orders,  including  the  individual  pipeline  restructuring
proceedings,  are still subject to judicial review and may be  reversed  or
remanded in whole or in part. While the outcome of these proceedings cannot
be  predicted  with certainty, we do not believe that we will  be  affected
materially differently than its competitors.

The FERC has also announced several important transportation-related policy
statements and proposed rule changes, including a statement of policy and a
request  for  comments concerning alternatives to its traditional  cost-of-
service rate making methodology to establish the rates interstate pipelines
may  charge  for their services. A number of pipelines have  obtained  FERC
authorization  to  charge  negotiated rates as  one  such  alternative.  In
February  1997, the FERC announced a broad inquiry into issues  facing  the
natural  gas  industry to assist the FERC in establishing regulatory  goals
and  priorities in the post-Order No. 636 environment. Similarly, the Texas
Railroad Commission has been reviewing changes to its regulations governing
transportation and gathering services provided by intrastate pipelines  and
gatherers.  While the changes being considered by these federal  and  state
regulators  would affect us only indirectly, they are intended  to  further
enhance  competition in natural gas markets. We cannot predict what further
action the FERC or state regulators will take on these matters, however, we
do  not  believe  that it will be affected by any action  taken  materially
differently than other natural gas producers with which it competes.

Additional  proposals  and proceedings that might affect  the  natural  gas
industry are pending before Congress, the FERC, state commissions  and  the
courts.  The  natural  gas  industry historically  has  been  very  heavily
regulated;  therefore,  there  is  no assurance  that  the  less  stringent
regulatory  approach  recently  pursued  by  the  FERC  and  Congress  will
continue.

Oil Price Controls and Transportation Rates. Sales of crude oil, condensate
and  gas  liquids by us are not currently regulated and are made at  market
prices.  The  price  we  receive from the sale of  these  products  may  be
affected by the cost of transporting the products to market.

<PAGE>
Environmental  and  Health Controls.  Extensive federal,  state  and  local
regulatory and common laws regulating the discharge of materials  into  the
environment  or  otherwise relating to the protection  of  the  environment
affect   our   oil  and  natural  gas  operations.  Numerous   governmental
departments issue rules and regulations to implement and enforce such laws,
which  are  often  difficult  and costly to comply  with  and  which  carry
substantial  civil and even criminal penalties for failure to comply.  Some
laws, rules and regulations relating to protection of the environment  may,
in   certain  circumstances,  impose  strict  liability  for  environmental
contamination,  rendering  a person liable for  environmental  damages  and
cleanup  costs without regard to negligence or fault on the  part  of  such
person. Other laws, rules and regulations may restrict the rate of oil  and
natural  gas production below the rate that would otherwise exist  or  even
prohibit  exploration  and production activities  in  sensitive  areas.  In
addition,  state  laws often require various forms of  remedial  action  to
prevent  pollution,  such  as  closure of inactive  pits  and  plugging  of
abandoned wells. The regulatory burden on the oil and natural gas  industry
increases  our  cost  of  doing  business  and  consequently  affects   our
profitability.  We  believe  that  we are in  substantial  compliance  with
current  applicable environmental laws and regulations and  that  continued
compliance  with  existing requirements will not have  a  material  adverse
impact on our operations. However, environmental laws and regulations  have
been subject to frequent changes over the years, and the imposition of more
stringent  requirements  could  have a material  adverse  effect  upon  our
capital  expenditures,  earnings  or competitive  position.   Additionally,
given  the  intense litigation environment in the United States,  a  threat
exists  of  lawsuits  alleging personal injury  and  property  damage  from
environmental  contamination  alleged  to  be  created  by  us  or  related
entities.   Potential  liability  in such lawsuits  can  include  not  only
compensatory, but substantial punitive damages as well.  We are  not  aware
of any such suits currently pending or threatened.

The  Comprehensive Environmental Response, Compensation and  Liability  Act
("CERCLA"),  also known as the "Superfund" law, imposes liability,  without
regard  to  fault on certain classes of persons that are considered  to  be
responsible   for  the  release  of  a  "hazardous  substance"   into   the
environment. These persons include the current or former owner or  operator
of the disposal site or sites where the release occurred and companies that
disposed or arranged for the disposal of hazardous substances. Under CERCLA
such persons may be subject to joint and several liability for the costs of
investigating and cleaning up hazardous substances that have been  released
into the environment, for damages to natural resources and for the costs of
certain  health  studies.  In  addition,  companies  that  incur  liability
frequently also confront third party claims because it is not uncommon  for
neighboring landowners and other third parties to file claims for  personal
injury  and  property  damage allegedly caused by hazardous  substances  or
other  pollutants  released  into the environment  from  a  polluted  site.
Potential  liability also exists under CERCLA for natural resource  damage.
A  Natural  Resource Damage Action (NRDA) could result in  liability  being
assessed for restoration to natural resources.

The  Federal Oil Pollution Act of 1990 ("OPA") regulates the release of oil
into  water  or  other areas designated by the statute.   A  release  could
result  in  our  being  held responsible for the cost  of  remediating  the
release, OPA specified damages and natural resource damages.  The extent of
such liability could be extensive.   A release of oil in harmful quantities
or other materials into water or other specified areas could also result in
our  being held responsible under the Clean Water Act ("CWA") for the costs
of remediation, and any civil and criminal fines and penalties.

The   Federal  Solid  Waste  Disposal  Act,  as  amended  by  the  Resource
Conservation  and Recovery Act of 1976 ("RCRA"), regulates the  generation,
transportation,  storage, treatment and disposal  of  solid  and  hazardous
wastes and can require cleanup of abandoned hazardous waste disposal  sites
as  well  as  waste management areas operating facilities.  RCRA  currently
excludes drilling fluids, produced waters and other wastes associated  with
the  exploration,  development or production of oil and  natural  gas  from
regulation  as  "hazardous waste." Disposal of such non-hazardous  oil  and
natural  gas  exploration, development and production  wastes  usually  are
regulated  by state law. Other wastes handled at exploration and production
sites  or used in the course of providing well services may not fall within
this  exclusion.  Moreover,  stricter  standards  for  waste  handling  and
disposal may be imposed on the oil and natural gas industry in the  future.
From time to time legislation is proposed in Congress that would revoke  or
alter  the  current  exclusion of exploration, development  and  production
wastes  from  the RCRA definition of "hazardous wastes" thereby potentially
subjecting  such  wastes to more stringent handling, disposal  and  cleanup
requirements. If such legislation were enacted it could have a  significant
impact  on the operating costs of Southwest and Sierra, as well as the  oil
and natural gas industry and well servicing industry in general. The impact
of  future  revisions  to  environmental laws  and  regulations  cannot  be
predicted.  In addition, if our operations were to trigger regulation under
RCRA,  we could be required to satisfy certain financial criteria to ensure
financial  ability  to comply with RCRA regulations.   Proof  of  financial
responsibility  could  be required in the form of  dedicated  trust  funds,
irrevocable letters of credit, posting of bonds, etc.

<PAGE>
The Federal Clean Water Act ("CWA") contains provisions that may result  in
the imposition of certain water pollution control requirements with respect
to water releases from our operations.  We may be required to incur certain
capital  expenditures in the next several years for water pollution control
equipment  in connection with obtaining and maintaining National  Pollutant
Discharge  Elimination Systems ("NPDES") permits.  However, we believe  our
operations  will  not  be  materially  adversely  affected  by   any   such
requirements,  and  the  requirements are  not  expected  to  be  any  more
burdensome to us than to other similarly situated companies involved in oil
and  natural  gas exploration and production activities or  well  surfacing
activities.

Our  operations are also subject to the federal Clean Air Act  ("CAA")  and
comparable state and local requirements. Amendments to the CAA were adopted
in 1990 and contain provisions that may result in the gradual imposition of
certain  pollution control requirements with respect to air emissions  from
our operations. We may be required to incur certain capital expenditures in
the  next  several years for air pollution control equipment in  connection
with  obtaining  and maintaining operating permits and  approvals  for  air
emissions.  However,  we  believe our operations  will  not  be  materially
adversely affected by any such requirements, and the requirements  are  not
expected  to be any more burdensome to us than to other similarly  situated
companies  involved  in  oil  and natural gas  exploration  and  production
activities or well servicing activities.

We  maintain  insurance against "sudden and accidental" occurrences,  which
may  cover  some, but not all, of the environmental risks described  above.
Most  significantly,  the insurance we maintain will not  cover  the  risks
described above which occur over a sustained period of time. Further, there
can  be  no assurance that such insurance will continue to be available  to
cover  all  such costs or that such insurance will be available at  premium
levels  that  justify its purchase.  The occurrence of a significant  event
not  fully  insured  or indemnified against could have a  material  adverse
effect on our financial condition and operations.

Limited   partners  should  be  aware  that  the  assessment  of  liability
associated with environmental liabilities is not always correlated  to  the
value of a particular project.  Accordingly, liability associated with  the
environment under local, state, or federal regulations, particularly  clean
ups  under CERCLA, can exceed the value of our investment in the associated
site.

Regulation  of  Oil  and  Natural  Gas  Exploration  and  Production.   Our
exploration  and  production operations are subject  to  various  types  of
regulation  at  the  federal,  state and local  levels.   Such  regulations
include  requiring  permits and drilling bonds for the drilling  of  wells,
regulating the location of wells, the method of drilling and casing  wells,
and  the  surface  use and restoration of properties upon which  wells  are
drilled.    Many  states  also  have  statutes  or  regulations  addressing
conservation matters, including provisions for the utilization  or  pooling
of  oil  and natural gas properties, the establishment of maximum rates  of
production  from oil and natural gas wells and the regulation  of  spacing,
plugging and abandonment of such wells.  Some state statutes limit the rate
at which oil and natural gas can be produced from our properties.

Partnership Employees
The  Partnership has no employees; however the Managing General Partner has
a  staff of geologists, engineers, accountants, landmen and clerical  staff
who  engage in Partnership activities and operations and perform additional
services  for  the  Partnership as needed.  In  addition  to  the  Managing
General  Partner's  staff, the Partnership engages independent  consultants
such  as petroleum engineers and geologists as needed.  As of December  31,
2002,  there were 82 individuals directly employed by the Managing  General
Partner in various capacities.

Item 2.   Properties

In  determining whether an interest in a particular producing property  was
to  be  acquired, the Managing General Partner considered such criteria  as
estimated  oil  and  gas reserves, estimated cash flow  from  the  sale  of
production,  present  and  future prices of oil  and  gas,  the  extent  of
undeveloped  and  unproved reserves, the potential for secondary,  tertiary
and other enhanced recovery projects and the availability of markets.

<PAGE>
As  of December 31, 2002, the Partnership possessed an interest in oil  and
gas  properties  located  in  Columbia County of  Arkansas;  Eddy  and  Lea
Counties  of  New  Mexico; and Crane, Duval, Howard,  Midland,  Schleicher,
Scurry,  Ward,  Winkler  and Yoakum Counties of  Texas.   These  properties
consist of various interests in approximately 226 wells and units.

Due  to  the  Partnership's  objective of  maintaining  current  operations
without engaging in the drilling of any developmental or exploratory wells,
or additional acquisitions of producing properties, there have not been any
significant changes in properties during 2002, 2001and 2000.

There  was  one  property  sold during 2002 for  $37,500.   There  were  no
property sales during 2001and 2000.

Significant Properties
The  following  table  reflects the significant  properties  in  which  the
Partnership has an interest:

                        Date
                      Purchased     No. of              Proved
                                                       Reserves
                                                          *
Name and Location   and Interest    Wells      Oil       Gas
                                              (bbls)    (mcf)
-----------------   ------------    -----    --------  --------
                                                --        -
Freer Acquisition    9/91 at .2%      19      48,000    41,000
Duval      County,  to 43.5% net             48,000(1  41,000(1
Texas                                           )         )
                       profits
                      interest

McElroy Ranch        8/98 at 17%      1       2,000    308,000
Upton      County,   net profits             2,000(1)  308,000(
Texas                 interest                            1)

NE Vacuum ABO        9/91 at 25%      13       98,000   52,000
Acquisition          to 50% net       7      71,000(1  45,000(1
                                                )         )
Lea   County,  New     profits
Mexico                interest


(1)Amounts  represent  proved developed reserves from  currently  producing
zones.

*Ryder Scott Company, L.P. prepared the reserve and present value data  for
the  Partnership's existing properties as of January 1, 2003.  The  reserve
estimates  were  made  in  accordance with guidelines  established  by  the
Securities and Exchange Commission pursuant to Rule 4-10(a) of Regulation S-
X.   Such guidelines require oil and gas reserve reports be prepared  under
existing economic and operating conditions with no provisions for price and
cost escalation except by contractual arrangements.

Oil  price  adjustments were made in the individual evaluations to  reflect
oil quality, gathering and transportation costs. The results of the reserve
report as of January 1, 2003 are an average price of $29.45 per barrel.

Gas  price  adjustments were made in the individual evaluations to  reflect
BTU  content,  gathering and transportation costs and  gas  processing  and
shrinkage.  The results of the reserve report as of January 1, 2003 are  an
average price of $4.06 per Mcf.

<PAGE>
As  also discussed in Part II, Item 7, Management's Discussion and Analysis
of  Financial Condition and Results of Operations, oil and gas prices  were
subject to frequent changes in 2002.

The  evaluation  of  oil and gas properties is not  an  exact  science  and
inevitably involves a significant degree of uncertainty, particularly  with
respect to the quantity of oil or gas that any given property is capable of
producing.   Estimates  of  oil and gas reserves  are  based  on  available
geological and engineering data, the extent and quality of which  may  vary
in  each  case  and,  in  certain instances, may prove  to  be  inaccurate.
Consequently,  properties may be depleted more rapidly than the  geological
and engineering data have indicated.

Unanticipated  depletion, if it occurs, will result in lower reserves  than
previously  estimated; thus an ultimately lower return for the Partnership.
Basic  changes in past reserve estimates occur annually.  As  new  data  is
gathered  during the subsequent year, the engineer must revise his  earlier
estimates.  A year of new information, which is pertinent to the estimation
of  future  recoverable volumes, is available during  the  subsequent  year
evaluation.   In applying the industry audit standards and procedures,  the
new data may cause the previous estimates to be revised.  This revision may
increase  or decrease the earlier estimated volumes.  Pertinent information
gathered  during the year may include actual production and decline  rates,
production  from  offset  wells  drilled to the  same  geologic  formation,
increased or decreased water production, workovers, and changes in  lifting
costs,  among  others.  Accordingly, reserve estimates are often  different
from the quantities of oil and gas that are ultimately recovered.

The  Partnership has reserves, which are classified as proved developed and
proved  undeveloped.   All  of  the proved reserves  are  included  in  the
engineering reports, which evaluate the Partnership's present reserves.

Because  the  Partnership  does  not engage  in  drilling  activities,  the
development of proved undeveloped reserves is conducted pursuant  to  farm-
out  arrangements  with  the Managing General Partner  or  unrelated  third
parties.  Generally, the Partnership retains a carried interest such as  an
overriding royalty interest under the terms of a farm-out.  The Partnership
or  the owners of properties in which the Partnership owns an interest  can
engage  in  workover  projects  or  supplementary  recovery  projects,  for
example,  to  extract  behind the pipe reserves.   See  Part  II,  Item  7,
Management's Discussion and Analysis of Financial Condition and Results  of
Operations.

Item 3.   Legal Proceedings

There are no material pending legal proceedings to which the Partnership is
a party.

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

No  matter  was submitted to a vote of security holders during  the  fourth
quarter of 2002 through the solicitation of proxies or otherwise.

<PAGE>
                                 Part II


Item 5.   Market for the Registrant's Common Equity and Related Stockholder
          Matters

Market Information
Limited  partnership interests, or units, in the Partnership were initially
offered and sold for a price of $500.  Limited partner units are not traded
on  any  exchange  and there is no public or organized trading  market  for
them.  The Managing General Partner has become aware of certain limited and
sporadic transfers of units between limited partners and third parties, but
has no verifiable information regarding the prices at which such units have
been  transferred.   Further,  a transferee may  not  become  a  substitute
limited partner without the consent of the Managing General Partner.

Managing General Partner has the right, but not the obligation, to purchase
limited partnership units should an investor desire to sell.  The value  of
the  unit  is  determined  by adding the sum of  (1)  current  assets  less
liabilities  and  (2)  the  present  value  of  the  future  net   revenues
attributable to proved reserves and by discounting the future net  revenues
at  a rate not in excess of the prime rate charged by NationsBank, N.A.  of
Midland, Texas plus one percent (1%), which value shall be further  reduced
by  a risk factor discount of no more than one-third (1/3) to be determined
by the Managing General Partner in its sole and absolute discretion.  As of
December  31,  2002,  the  Managing General Partner  purchased  no  limited
partner  units.  Southwest, as Managing General Partner, evaluated  several
liquidity alternatives for the partnerships in 2001 and 2002.  During 2002,
Southwest  specifically pursued the possible roll-up and merger of  twenty-
one   (21)  partnerships  with  the  general  partner.   Because   of   the
complexities and conflicts of interest in such a transaction, the  Managing
General  Partner  did not make a formal repurchase offer in  2002  but  has
responded  to  limited  partners  desiring  to  sell  their  units  in  the
partnerships  on  an "as requested" basis.  Southwest anticipates  that  it
will  not make a formal repurchase offer during 2003 because the merger  is
still being contemplated and Southwest's Registration Statement on Form S-4
relating  to the merger is still in the review process with the  Securities
and  Exchange Commission.  Repurchases by Southwest, however, will continue
to  be  made  on  an "as requested" basis.  As of December  31,  2001,  the
Managing General Partner purchased no limited partner units.  In 2000,  118
limited  partner  units  were tendered to and  purchased  by  the  Managing
General Partner at an average base price of $30.71 per unit.

Number of Limited Partner Interest Holders
As of December 31, 2002, there were 593 holders of limited partner units in
the Partnership.

Distributions
Pursuant to Article III, Section 3.05 of the Partnership's Certificate  and
Agreement  of  Limited Partnership "Net Cash Flow" is  distributed  to  the
partners  on  a quarterly basis.  "Net Cash Flow" is defined as  "the  cash
generated  by  the  Partnership's investments  in  producing  oil  and  gas
properties,  less  (i)  General and Administrative  Costs,  (ii)  Operating
Costs,  and  (iii) any reserves necessary to meet current  and  anticipated
needs  of  the  Partnership, as determined in the sole  discretion  of  the
Managing General Partner."

During  2002,  distributions  were made totaling  $176,254,  with  $158,629
distributed  to  the limited partners and $17,625 to the general  partners.
For  the  year ended December 31, 2002, distributions of $14.19 per limited
partner   unit   were  made,  based  upon  11,181  limited  partner   units
outstanding.   During  2001,  quarterly distributions  were  made  totaling
$401,796, with $361,616 distributed to the limited partners and $40,180  to
the  general partners.  For the year ended December 31, 2001, distributions
of  $32.34  per  limited partner unit were made, based upon 11,181  limited
partner units outstanding.  During 2000, quarterly distributions were  made
totaling  $276,741, with $249,067 distributed to the limited  partners  and
$27,674  to  the general partners.  For the year ended December  31,  2000,
distributions  of  $22.28 per limited partner unit were  made,  based  upon
11,181 limited partner units outstanding.

<PAGE>
Item 6.   Selected Financial Data

The  following  selected financial data for the years  ended  December  31,
2002,  2001,  2000,  1999 and 1998 should be read in conjunction  with  the
financial statements included in Item 8:

                                      Years ended December 31,
                           -----------------------------------------------
                                            ------------
                             2002      2001     2000      1999      1998
                           (Restate
                            d) (1)
                             ----      ----     ----      ----      ----
Revenues                $  257,551   384,526  437,328   195,248   (24,535)

Net income (loss)
   before   cumulative     153,258   251,639  335,842   89,273    (664,064
effect                                                            )

Net income (loss)          98,258    251,639  335,842   89,273    (664,064
                                                                  )

Partners' share
 of net income (loss):

General partners           17,926    30,664   36,084    11,827    (11,530)

Limited partners           80,332    220,975  299,758   77,446    (652,534
                                                                  )

Limited partners'
 net income (loss) per
unit
   before   cumulative      12.10
effect                               19.76    26.81     6.93      (58.36)

Limited partners'
 net income (loss) per       7.18
unit                                 19.76    26.81     6.93      (58.36)

Limited partners'
 cash distributions
 per unit                   14.19
                                     32.34    22.28     12.92     16.02

Total assets            $  402,910   480,943  631,064   572,001   639,249

(1)  See  Notes  3  and 9 to the Partnership's financial statements  for  a
description of the Partnership's change in accounting principle.

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

General
The  Partnership was formed to acquire non-operating interests in producing
oil  and  gas  properties, to produce and market crude oil and natural  gas
produced  from  such  properties and to distribute any  net  proceeds  from
operations  to  the  general  and  limited  partners.   Net  revenues  from
producing  oil  and  gas  properties are not reinvested  in  other  revenue
producing  assets except to the extent that producing facilities and  wells
are  reworked  or  where  methods are employed to improve  or  enable  more
efficient  recovery  of oil and gas reserves.  The  economic  life  of  the
Partnership thus depends on the period over which the Partnership's oil and
gas reserves are economically recoverable.

Increases   or   decreases   in  Partnership   revenues   and,   therefore,
distributions  to partners will depend primarily on changes in  the  prices
received  for  production,  changes in volumes of  production  sold,  lease
operating  expenses, enhanced recovery projects, offset drilling activities
pursuant  to  farm-out arrangements and on the depletion of  wells.   Since
wells  deplete over time, production can generally be expected  to  decline
from year to year.

Well  operating costs and general and administrative costs usually decrease
with   production   declines;  however,  these  costs  may   not   decrease
proportionately.   Net  income available for distribution  to  the  limited
partners  is therefore expected to fluctuate in later years based on  these
factors.

Based  on  current  conditions, management anticipates performing  drilling
projects  and  workovers  during  the  years  2003  and  2004  to   enhance
production.  The partnership may have an increase in production volumes for
the  years  2003  and  2004, otherwise, the partnership  will  most  likely
experience  the  historical production decline, which have approximated  8%
per year.

Critical Accounting Policies
Full cost ceiling calculations The Partnership follows the full cost method
of  accounting  for  its  oil and gas properties.   The  full  cost  method
subjects  companies to quarterly calculations of a "ceiling", or limitation
on  the  amount of properties that can be capitalized on the balance sheet.
If  the  Partnership's capitalized costs are in excess  of  the  calculated
ceiling, the excess must be written off as an expense.

The  Partnership's discounted present value of its proved oil  and  natural
gas  reserves  is  a  major  component  of  the  ceiling  calculation,  and
represents  the  component  that requires the  most  subjective  judgments.
Estimates  of  reserves are forecasts based on engineering data,  projected
future  rates  of  production and the timing of future  expenditures.   The
process  of  estimating oil and natural gas reserves  requires  substantial
judgment,  resulting  in  imprecise determinations,  particularly  for  new
discoveries.   Different reserve engineers may make different estimates  of
reserve  quantities  based  on the same data.   The  Partnership's  reserve
estimates are prepared by outside consultants.

The  passage  of  time  provides  more  qualitative  information  regarding
estimates of reserves, and revisions are made to prior estimates to reflect
updated  information.   However,  there  can  be  no  assurance  that  more
significant  revisions  will not be necessary in  the  future.   If  future
significant  revisions  are  necessary  that  reduce  previously  estimated
reserve quantities, it could result in a full cost property writedown.   In
addition to the impact of these estimates of proved reserves on calculation
of  the  ceiling,  estimates  of proved reserves  are  also  a  significant
component of the calculation of DD&A.

While  the quantities of proved reserves require substantial judgment,  the
associated prices of oil and natural gas reserves that are included in  the
discounted  present  value of the reserves do not  require  judgment.   The
ceiling calculation dictates that prices and costs in effect as of the last
day  of  the  period are generally held constant indefinitely. Because  the
ceiling  calculation dictates that prices in effect as of the last  day  of
the  applicable quarter are held constant indefinitely, the resulting value
is  not indicative of the true fair value of the reserves.  Oil and natural
gas  prices have historically been cyclical and, on any particular  day  at
the  end of a quarter, can be either substantially higher or lower than the
Partnership's  long-term price forecast that is a barometer for  true  fair
value.

In  the  fourth  quarter  of  2002,  the  Partnership  changed  methods  of
accounting  for  depletion of capitalized costs from  the  units-of-revenue
method  to  the  units-of-production method.  The newly adopted  accounting
principle   is  preferable  in  the  circumstances  because  the  units-of-
production method results in a better matching of the costs of oil and  gas
production  against  the related revenue received in  periods  of  volatile
prices   for  production  as  have  been  experienced  in  recent  periods.
Additionally, the units-of-production method is the predominant method used
by full cost companies in the oil and gas industry, accordingly, the change
improves  the comparability of the Partnership's financial statements  with
its  peer group.  The effect of this change in method was to decrease  2002
depletion  expense by $2,000 and decrease 2002 net income by $53,000.   See
Note 3 of the notes to the Partnership's financial statements.
<PAGE>
Results of Operations

A.  General Comparison of the Years Ended December 31, 2002 and 2001

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 2002 and 2001:

                                Year Ended      Percenta
                                                   ge
                               December 31,     Increase
                              2002      2001    (Decreas
                                                   e)
                              ----      ----    --------
                                                   -
Average price per        $    24.05               (1%)
barrel of oil                         24.22
Average price per mcf    $     2.81              (22%)
of gas                                3.59
Oil production in           19,200    21,800     (12%)
barrels
Gas production in mcf       68,000    76,700     (11%)
Income from net profits  $  253,281   381,306    (34%)
interests
Partnership              $  176,254   401,796    (56%)
distributions
Limited partner          $  158,629   361,616    (56%)
distributions
Per unit distribution    $   14.19               (56%)
to limited partners                   32.34
Number of limited           11,181    11,181
partner units

Revenues

The  Partnership's income from net profits interests decreased to  $253,281
from $381,306 for the years ended December 31, 2002 and 2001, respectively,
a  decrease of 34%.  The principal factors affecting the comparison of  the
years ended December 31, 2002 and 2001 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 2002 as compared  to  the
    year ended December 31, 2001 by 1%, or $.17 per barrel, resulting in  a
    decrease  of approximately $3,300 in income from net profits interests.
    Oil  sales represented 71% of total oil and gas sales during  the  year
    ended  December  31,  2002 as compared to 66%  during  the  year  ended
    December 31, 2001.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 22%, or $.78 per mcf, resulting  in
    a  decrease  of  approximately  $53,000  in  income  from  net  profits
    interests.

    The  total  decrease in income from net profits interests  due  to  the
    change  in prices received from oil and gas production is approximately
    $56,300.   The market price for oil and gas has been extremely volatile
    over  the  past  decade  and management expects  a  certain  amount  of
    volatility to continue in the foreseeable future.

<PAGE>

2.  Oil  production decreased approximately 2,600 barrels or 12% during the
    year ended December 31, 2002 as compared to the year ended December 31,
    2001,  resulting in a decrease of approximately $63,000 in income  from
    net profits interests.

    Gas production decreased approximately 8,700 mcf or 11% during the same
    period, resulting in a decrease of approximately $31,200 in income from
    net profits interests.

    The  total  decrease in income from net profits interests  due  to  the
    change in production is approximately $94,200.

3.  Lease   operating  costs  and  production  taxes  were  5%  lower,   or
    approximately $22,200 less during the year ended December 31,  2002  as
    compared to the year ended December 31, 2001.

Costs and Expenses

Total  costs and expenses decreased to $104,293 from $132,887 for the years
ended  December 31, 2002 and 2001, respectively, a decrease  of  22%.   The
decrease is the result of lower depletion expense, partially offset  by  an
increase in general and administrative costs.

1.  General and administrative costs consists of independent accounting and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs increased 1%
    or  approximately  $400  during the year ended  December  31,  2002  as
    compared to the year ended December 31, 2001.

2.  Depletion expense decreased to $26,000 for the year ended December  31,
    2002  from  $55,000  for the same period in 2001.   This  represents  a
    decrease  of  53%.   In  the fourth quarter of  2002,  the  Partnership
    changed  methods of accounting for depletion of capitalized costs  from
    the  units-of-revenue  method to the units-of-production  method.   The
    newly  adopted  accounting principle is preferable in the circumstances
    because the units-of-production method results in a better matching  of
    the  costs  of  oil  and  gas production against  the  related  revenue
    received  in  periods of volatile prices for production  as  have  been
    experienced  in  recent periods.  Additionally, the units-of-production
    method is the predominant method used by full cost companies in the oil
    and gas industry, accordingly, the change improves the comparability of
    the Partnership's financial statements with its peer group.  The effect
    of  this  change  in method was to decrease 2002 depletion  expense  by
    $2,000  and  decrease 2002 net income by $53,000.  See Note  3  of  the
    notes to the Partnership's financial statements.

   The  major  factor  in  the decrease in depletion  expense  between  the
   comparative  periods was the increase in the price of oil and  gas  used
   to  determine the Partnership's reserves for January 1, 2003 as compared
   to  2002,  which provided more economically recoverable proved  reserves
   at  January 1, 2003 which caused the depletion rate per equivalent  unit
   produced  to  decline.  Also, as discussed above, the  total  equivalent
   units produced in 2002 declined from 2001.




<PAGE>


Results of Operations

B.  General Comparison of the Years Ended December 31, 2001 and 2000

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 2001 and 2000:

                                Year Ended      Percenta
                                                   ge
                               December 31,     Increase
                              2001      2000    (Decreas
                                                   e)
                             -----     -----    --------
                                                 -----
Average price per        $    24.22              (16%)
barrel of oil                         28.80
Average price per mcf    $     3.59               (8%)
of gas                                3.92
Oil production in           21,800    22,000      (1%)
barrels
Gas production in mcf       76,700    64,100      20%
Income from net profits  $  381,306   433,937    (12%)
interests
Partnership              $  401,796   276,741     45%
distributions
Limited partner          $  361,616   249,067     45%
distributions
Per unit distribution    $    32.34               45%
to limited partners                   22.28
Number of limited           11,181    11,181
partner units

Revenues

The  Partnership's income from net profits interests decreased to  $381,306
from $433,937 for the years ended December 31, 2001 and 2000, respectively,
a  decrease of 12%.  The principal factors affecting the comparison of  the
years ended December 31, 2001 and 2000 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 2001 as compared  to  the
    year ended December 31, 2000 by 16%, or $4.58 per barrel, resulting  in
    a  decrease  of  approximately  $99,800  in  income  from  net  profits
    interests.  Oil sales represented 66% of total oil and gas sales during
    the  year  ended December 31, 2001 as compared to 72% during  the  year
    ended December 31, 2000.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 8%, or $.33 per mcf, resulting in a
    decrease of approximately $25,300 in income from net profits interests.

    The  total  decrease in income from net profits interests  due  to  the
    change  in prices received from oil and gas production is approximately
    $125,100.  The market price for oil and gas has been extremely volatile
    over  the  past  decade  and management expects  a  certain  amount  of
    volatility to continue in the foreseeable future.

<PAGE>

2.  Oil  production decreased approximately 200 barrels or  1%  during  the
    year ended December 31, 2001 as compared to the year ended December 31,
    2000,  resulting in a decrease of approximately $5,800 in  income  from
    net profits interests.

    Gas  production  increased approximately 12,600 mcf or 20%  during  the
    same  period,  resulting  in an increase of  approximately  $49,400  in
    income from net profits interests.

    The  net total increase in income from net profits interests due to the
    change  in  production is approximately $43,600. The  increase  in  gas
    production  is  due to successful workovers, repairs,  and  maintenance
    performed on one lease during 2001.

3.  Lease   operating  costs  and  production  taxes  were  6%  lower,   or
    approximately $29,200 less during the year ended December 31,  2001  as
    compared to the year ended December 31, 2000.

Costs and Expenses

Total  costs and expenses increased to $132,887 from $101,486 for the years
ended  December 31, 2001 and 2000, respectively, an increase of  31%.   The
increase  is  the  result  of  higher depletion  expense  and  general  and
administrative costs.

1.  General and administrative costs consists of independent accounting and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs increased 2%
    or  approximately  $1,400 during the year ended December  31,  2001  as
    compared to the year ended December 31, 2000.

2.  Depletion expense increased to $55,000 for the year ended December  31,
    2001  from  $25,000  for the same period in 2000.  This  represents  an
    increase  of  120%.  Depletion is calculated using the units-of-revenue
    method  of  amortization based on a percentage of current period  gross
    revenues  to  total future gross oil and gas revenues, as estimated  by
    the Partnership's independent petroleum consultants.

   The  major  factor  in  the increase in depletion  expense  between  the
   comparative  periods was the decrease in the price of oil and  gas  used
   to  determine the Partnership's reserves for January 1, 2002 as compared
   to  2001,  and  the  decrease in oil and gas revenues  received  by  the
   Partnership  during  2001 as compared to 2000.   Revisions  of  previous
   estimates  can  be attributed to the changes in production  performance,
   oil  and  gas  price and production costs.  The impact of  the  revision
   would  have  increased  depletion expense approximately  $16,000  as  of
   December 31, 2000.



<PAGE>


C.  Revenue and Distribution Comparison

Partnership net income for the years ended December 31, 2002, 2001 and 2000
was $98,258, $251,639 and $335,842, respectively.  Excluding the effects of
depreciation,  depletion  and amortization,  net  income  would  have  been
$124,258  in 2002, $306,639 in 2001 and $360,842 in 2000.  Correspondingly,
Partnership distributions for the years ended December 31, 2002,  2001  and
2000 were $176,254, $401,796 and $276,741, respectively.  These differences
are  indicative  of  the  changes in oil and  gas  prices,  production  and
property sales.

The  sources  for  the  2002 distributions of $176,254  were  oil  and  gas
operations  of  approximately  $154,600 and  the  change  in  oil  and  gas
properties  of  approximately  $37,500,  resulting  in  excess   cash   for
contingencies  or  subsequent distributions.   The  sources  for  the  2001
distributions  of  $401,796  were oil and gas operations  of  approximately
$369,800, with the balance from available cash on hand at the beginning  of
the  period.  The sources for the 2000 distributions of $276,741  were  oil
and  gas operations of approximately $336,700, resulting in excess cash for
contingencies and subsequent distribution.

Total  distributions during the year ended December 31, 2002 were  $176,254
of  which  $158,629 was distributed to the limited partners and $17,625  to
the general partners.  The per unit distribution to limited partners during
the  same  period was $14.19.  Total distributions during  the  year  ended
December  31, 2001 were $401,796 of which $361,616 was distributed  to  the
limited  partners  and  $40,180  to the general  partners.   The  per  unit
distribution to limited partners during the same period was $32.34.   Total
distributions  during  the year ended December 31, 2000  were  $276,741  of
which  $249,067 was distributed to the limited partners and $27,674 to  the
general partners.  The per unit distribution to limited partners during the
same period was $22.28.

Since  inception of the Partnership, cumulative monthly cash  distributions
of  $5,675,352  have been made to the partners.  As of December  31,  2002,
$5,166,860 or $462.11 per limited partner unit has been distributed to  the
limited partners, representing a 92% return of capital contributed.

<PAGE>

Liquidity and Capital Resources

The  primary source of cash is from operations, the receipt of income  from
net profits interests in oil and gas properties.  The Partnership knows  of
no material change, nor does it anticipate any such change.

Cash flows provided by operating activities were approximately $154,600  in
2002 compared to $369,800 in 2001 and approximately $336,700 in 2000.   The
primary  source  of  the  2002  cash flow  from  operating  activities  was
profitable operations.

Cash  flows provided by investing activities were approximately $37,500  in
2002.  The Partnership had no cash flows from investing activities in  2001
and 2000.  The source of the 2002 cash flow from investing activities was a
sale of one lease.

Cash flows used in financing activities were approximately $176,300 in 2002
compared to $401,800 in 2001 and approximately $276,800 in 2000.  The  only
use in financing activities was the distributions to partners.

As  of  December  31, 2002, the Partnership had approximately  $143,400  in
working  capital.   The  Managing  General  Partner  knows  of  no  unusual
contractual  commitments.  Although the Partnership  held  many  long-lived
properties   at  inception,  because  of  the  restrictions   on   property
development  imposed by the partnership agreement, the  Partnership  cannot
develop   its   non  producing  properties,  if  any.   Without   continued
development,  the producing reserves continue to deplete.  Accordingly,  as
the  Partnership's properties have matured and depleted, the net cash flows
from  operations  for  the  Partnership has steadily  declined,  except  in
periods  of  substantially  increased commodity  pricing.   Maintenance  of
properties  and administrative expenses for the Partnership are  increasing
relative to production.  As the properties continue to deplete, maintenance
of  properties  and administrative costs as a percentage of production  are
expected to continue to increase.

The  Managing General Partner has examined various alternatives to  address
the  issue of depleting producing reserves.  Continuing operations  exposes
the   Partnership  to  an  inevitable  decline  in  operating  results  and
distributions  of  cash.   Liquidating  the  Partnership  would  result  in
immediate  realization of cash for limited partners,  but  prices  paid  by
purchasers  of Partnership property in liquidation would likely  include  a
substantial discount for risks and uncertainties of future cash  flows,  as
well  as  any development risks.  After reviewing various alternatives,  we
initiated a plan to merge the Partnership and 20 other limited partnerships
with  and  into  the Managing General Partner.  On October  17,  2002,  the
Managing  General Partner filed a Registration Statement on form  S-4  with
the  Securities  and Exchange Commission relating to this proposed  merger.
There is no assurance, however, that this merger will be consummated.

Liquidity - Managing General Partner

The  Managing General Partner has a highly leveraged capital structure with
approximately $124.0 million of principal due between December 31, 2002 and
December  31, 2004.  The Managing General Partner is constantly  monitoring
its cash position and its ability to meet its financial obligations as they
become due, and in this effort, is continually exploring various strategies
for  addressing  its  current  and future liquidity  needs.   The  Managing
General Partner regularly pursues and evaluates recapitalization strategies
and  acquisition  opportunities  (including  opportunities  to  engage   in
mergers,  consolidations or other business combinations) and at  any  given
time may be in various stages of evaluating such opportunities.

Based   on  current  production,  commodity  prices  and  cash  flow   from
operations,  the Managing General Partner has adequate cash  flow  to  fund
debt  service, developmental projects and day to day operations, but it  is
not  sufficient  to  build a cash balance which would  allow  the  Managing
General  Partner to meet its debt principal maturities scheduled for  2004.
Therefore  the Managing General Partner is currently seeking to renegotiate
the  terms  of its obligations, including extending maturity dates,  or  to
engage  new  lenders or equity investors in order to satisfy its  financial
obligations maturing in 2004.

There  can  be  no  assurance  that  the Managing  General  Partner's  debt
restructuring efforts will be successful.  In the event these  efforts  are
unsuccessful,  the Managing General Partner would need  to  look  to  other
alternatives  to  meet its debt obligations, including potentially  selling
its  assets.  There can be no assurance, however, that the sales of  assets
can  be  successfully  accomplished on terms  acceptable  to  the  Managing
General Partner.  Please see the Partnership's Quarterly Report on Form 10-
Q  for  the quarterly period ended September 30, 2003, which will be  filed
with the Commission on or before November 14, 2003, for updated information
on  the  liquidity of the Managing General Partner.  The liquidity  of  the
Managing General Partner, however, does not have a material impact  on  the
operations   of  the  Partnership.   The  partnership  agreement   of   the
Partnership  allows  the  limited partners to elect  a  successor  managing
general partner to continue Partnership operations.

<PAGE>
Recent Accounting Pronouncements

The  FASB  has  issued Statement No. 143 "Accounting for  Asset  Retirement
Obligations" which establishes requirements for the accounting of  removal-
type  costs  associated with asset retirements.  The standard is  effective
for  fiscal  years beginning after June 15, 2002, with earlier  application
encouraged.   The  new  standard requires the Partnership  to  recognize  a
liability  for  the present value of all legal obligations associated  with
the  retirement  of tangible long-lived assets and to capitalize  an  equal
amount  as  a cost of the asset and allocate the additional cost  over  the
estimated  useful life of the asset.  On January 1, 2003,  the  Partnership
recorded  additional costs, net of accumulated depreciation, depletion  and
amortization,  of  approximately  $101,341,  a  long  term   liability   of
approximately  $192,765  and  a  loss  of  approximately  $91,424  for  the
cumulative  effect  on  depreciation, depletion  and  amortization  of  the
additional costs and accretion expense on the liability related to expected
abandonment costs of its oil and natural gas producing properties.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The  Partnership  is  not a party to any derivative or embedded  derivative
instruments.



<PAGE>
Item 8.        Financial Statements and Supplementary Data

                      Index to Financial Statements

                                                                       Page

Independent Auditors Report                                             23

Balance Sheets                                                          24

Statements of Operations                                                25

Statement of Changes in Partners' Equity                                26

Statements of Cash Flows                                                27

Notes to Financial Statements                                           28

<PAGE>









                        INDEPENDENT AUDITORS REPORT

The Partners
Southwest Royalties Institutional
 Income Fund X-B, L.P.
 (A Delaware Limited Partnership):


We  have  audited  the  accompanying balance sheets of Southwest  Royalties
Institutional Income Fund X-B, L.P. (the "Partnership") as of December  31,
2002  and  2001,  and  the  related statements of  operations,  changes  in
partners'  equity and cash flows for each of the years in  the  three  year
period  ended  December  31,  2002.  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 auditing standards  generally
accepted in the United States of America.  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 Southwest  Royalties
Institutional Income Fund X-B, L.P. as of December 31, 2002  and  2001  and
the  results of its operations and its cash flows for each of the years  in
the three year period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.

As  discussed in Notes 3 and 9 to the financial statements, the Partnership
changed its method of computing depletion in 2002.







                                                  KPMG LLP



Midland, Texas
March  14,  2003, except as to Notes 3, 9 and 10, which is as of  July  11,
2003

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)
                              Balance Sheets
                        December 31, 2002 and 2001

                                   2002      2001
                                 (Restate
                                    d)
                                   ----      ----

Assets
---------

Current assets:
 Cash and cash equivalents    $  64,725    48,952
  Receivable  from  Managing     78,656    53,962
General Partner
                                 --------  --------
                                 -----     -----
   Total current assets          143,381   102,914
                                 --------  --------
                                 -----     -----
Oil  and  gas  properties  -
using the full-
 cost method of accounting       3,851,38  3,888,88
                                 2         2
       Less      accumulated
depreciation,
         depletion       and     3,591,85  3,510,85
amortization                     3         3
                                 --------  --------
                                 -----     -----
      Net   oil   and    gas     259,529   378,029
properties
                                 --------  --------
                                 -----     -----
                              $  402,910   480,943
                                 =======   =======

Liabilities  and   Partners'
Equity
----------------------------
----

Current     liability      -  $  -         37
distribution payable
                                 --------  --------
                                 -----     -----
Partners' equity:
 General partners                (41,530)  (41,831)
 Limited partners                444,440   522,737
                                 --------  --------
                                 -----     -----
   Total partners' equity        402,910   480,906
                                 --------  --------
                                 -----     -----
                              $  402,910   480,943
                                 =======   =======













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

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)
                         Statements of Operations
               Years ended December 31, 2002, 2001 and 2000

                                     2002      2001      2000
                                   (Restate
                                      d)
                                     ----      ----      ----
Revenues
-------------
   Income   from  net  profits  $  253,281   381,306   433,937
interests
 Interest from operations          609       3,220     3,391
 Miscellaneous                     3,661     -         -
                                   --------  --------  --------
                                   --        --        --
                                   257,551   384,526   437,328
                                   --------  --------  --------
                                   --        --        --
Expenses
------------
 General and administrative        78,293    77,887    76,486
  Depreciation, depletion  and     26,000    55,000    25,000
amortization
                                   --------  --------  --------
                                   --        --        --
                                   104,293   132,887   101,486
                                   --------  --------  --------
                                   --        --        --
Net  income  before cumulative     153,258   251,639   335,842
effect

Cumulative effect of change in     (55,000)  -         -
accounting principle
                                   --------  --------  --------
                                   --        --        --
Net income                      $  98,258    251,639   335,842
                                   ======    ======    ======
Net income allocated to:

 Managing General Partner       $  16,133    27,598    32,476
                                   ======    ======    ======
 General Partner                $  1,793     3,066     3,608
                                   ======    ======    ======
 Limited partners               $  80,332    220,975   299,758
                                   ======    ======    ======
   Per  limited  partner  unit  $    12.10
before cumulative effect                     19.76     26.81
     Cumulative   effect   per      (4.92)   -         -
limited partner unit
                                   --------  --------  --------
                                   --        --        --
  Per limited partner unit      $     7.18
                                             19.76     26.81
                                   ======    ======    ======

Pro   forma  amunts   assuming
change is applied
 retroactively (See Note 3):
  Net income before cumulative  $  -         268,639   333,842
effect
                                   ======    ======    ======
   Per  limited  partner  unit  $        -
(11,181.0 units)                             21.29     26.63
                                   ======    ======    ======
 Net income                     $  -         268,639   333,842
                                   ======    ======    ======
   Per  limited  partner  unit  $        -
(11,181.0 units)                             21.29     26.63
                                   ======    ======    ======

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

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)
                 Statement of Changes in Partners' Equity
               Years ended December 31, 2002, 2001 and 2000


                            General   Limited
                            Partners  Partners   Total
                            --------  --------   -----
Balance at December 31,  $  (40,725)  612,687   571,962
1999

 Net income                 36,084    299,758   335,842

 Distributions              (27,674)  (249,067  (276,741
                                      )         )
                            --------  --------  --------
                            --        ---       ---
Balance at December 31,     (32,315)  663,378   631,063
2000

 Net income                 30,664    220,975   251,639

 Distributions              (40,180)  (361,616  (401,796
                                      )         )
                            --------  --------  --------
                            --        ---       ---
Balance at December 31,     (41,831)  522,737   480,906
2001

 Net income (Restated)      17,926    80,332    98,258

 Distributions              (17,625)  (158,629  (176,254
                                      )         )
                            --------  --------  --------
                            --        ---       ---
Balance at December 31,  $  (41,530)  444,440   402,910
2002 (Restated)
                            ======    ======    ======

























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

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)
                         Statements of Cash Flows
               Years ended December 31, 2002, 2001 and 2000


                                     2002      2001      2000
                                   (Restate
                                      d)
                                     ----      ----      ----
Cash   flows  from   operating
activities:

   Cash   received  from   net  $  228,789   443,948   409,263
profits interests
 Cash paid to Managing General
Partner
   for administrative fees and
general
  and administrative overhead      (78,495)  (77,319)  (75,989)
 Interest received                 609       3,220     3,391
 Miscellaneous settlement          3,661     -         -
                                   --------  --------  --------
                                   ---       ---       ---
    Net   cash   provided   by     154,564   369,849   336,665
operating activities
                                   --------  --------  --------
                                   ---       ---       ---
Cash    flows   provided    by
investing activities:

   Sale   of   oil   and   gas     37,500    -         -
properties
                                   --------  --------  --------
                                   ---       ---       ---
Cash  flows used in  financing
activities:

 Distributions to partners         (176,291  (401,760  (276,779
                                   )         )         )
                                   --------  --------  --------
                                   ---       ---       ---
Net  increase  (decrease)   in
cash and cash
 equivalents                       15,773    (31,911)  59,886

Beginning of period                48,952    80,863    20,977
                                   --------  --------  --------
                                   ---       ---       ---
End of period                   $  64,725    48,952    80,863
                                   ======    ======    ======
Reconciliation of  net  income
to net cash
    provided    by   operating
activities:

Net income                      $  98,258    251,639   335,842

Adjustments  to reconcile  net
income
 to net cash provided by
 operating activities:

  Depreciation, depletion  and     26,000    55,000    25,000
amortization
  Cumulative effect of  change     55,000    -         -
in accounting principle
    (Increase)   decrease   in     (24,492)  62,642    (24,674)
receivables
    (Decrease)   increase   in     (202)     568       497
payables
                                   --------  --------  --------
                                   ---       ---       ---
Net cash provided by operating  $  154,564   369,849   336,665
activities
                                   ======    ======    ======



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

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

1.   Organization
     Southwest  Royalties Institutional Income Fund X-B, L.P. was organized
     under  the laws of the state of Delaware on November 27, 1990 for  the
     purpose  of acquiring producing oil and gas properties and to  produce
     and market crude oil and natural gas produced from such properties for
     a  term  of 50 years, unless terminated at an earlier date as provided
     for  in the Partnership Agreement.  The Partnership sells its oil  and
     gas  production to a variety of purchasers with the prices it receives
     being  dependent  upon the oil and gas economy.  Southwest  Royalties,
     Inc. serves as the Managing General Partner and H. H. Wommack, III, as
     the  individual  general partner.  Revenues, costs  and  expenses  are
     allocated as follows:

                                                         Limite   Gener
                                                            d      al
                                                         Partne   Partn
                                                           rs      ers
                                                         ------   -----
                                                          -----   -----
                                                                   --
                   Interest     income    on     capital 100%     -
                   contributions
                   Oil and gas sales                     90%      10%
                   All other revenues                    90%      10%
                   Organization and offering costs (1)   100%     -
                   Amortization of organization costs    100%     -
                   Property acquisition costs            100%     -
                   Gain/loss on property disposition     90%      10%
                   Operating  and  administrative  costs 90%      10%
                   (2)
                   Depreciation,      depletion      and
                   amortization
                    of oil and gas properties            100%     -
                   All other costs                       90%      10%

          (1)All  organization  costs in excess of 3%  of  initial  capital
          contributions  will be paid by the Managing General  Partner  and
          will  be treated as a capital contribution.  The Partnership paid
          the  Managing  General Partner an amount equal to 3%  of  initial
          capital contributions for such organization costs.

          (2)Administrative costs in any year, which exceed 2%  of  capital
          contributions shall be paid by the Managing General  Partner  and
          will be treated as a capital contribution.

2.   Summary of Significant Accounting Policies

     Oil and Gas Properties
     Oil  and  gas properties are accounted for at cost under the full-cost
     method.   Under  this  method, all productive and nonproductive  costs
     incurred   in   connection  with  the  acquisition,  exploration   and
     development of oil and gas reserves are capitalized.  Gain or loss  on
     the   sale  of  oil  and  gas  properties  is  not  recognized  unless
     significant oil and gas reserves are involved.

     Should the net capitalized costs exceed the estimated present value of
     oil  and  gas reserves, discounted at 10%, such excess costs would  be
     charged  to current expense.  In applying the units-of-revenue  method
     for  the  years ended December 31, 2001, 2000 and for the nine  months
     ended  September 30, 2002, we have not excluded royalty and net profit
     interest  payments from gross revenues as all of our royalty  and  net
     profit  interests have been purchased and capitalized to the depletion
     basis  of our proved oil and gas properties.  As of December 31, 2002,
     2001  and  2000 the net capitalized costs did not exceed the estimated
     present value of the oil and gas reserves.

     The  Partnership's interest in oil and gas properties consists of  net
     profits  interests in proved properties located within the continental
     United States.  A net profits interest is created when the owner of  a
     working  interest  in a property enters into an arrangement  providing
     that  the  net profits interest owner will receive a stated percentage
     of  the net profit from the property.  The net profits interest  owner
     will not otherwise participate in additional costs and expenses of the
     property.


<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

2.   Summary of Significant Accounting Policies - continued

     Oil and Gas Properties - continued
     The Partnership recognizes income from its net profits interest in oil
     and  gas  property  on  an  accrual basis, while  the  quarterly  cash
     distributions  of the net profits interest are based on a  calculation
     of  actual  cash  received from oil and gas  sales,  net  of  expenses
     incurred  during  that quarterly period.  If the net profits  interest
     calculation  results in expenses incurred exceeding the  oil  and  gas
     income  received during a quarter, no cash distribution is due to  the
     Partnership's net profits interest until the deficit is recovered from
     future  net profits.  The Partnership accrues a quarterly loss on  its
     net profits interest provided there is a cumulative net amount due for
     accrued  revenue  as of the balance sheet date.  As  of  December  31,
     2002,  there were no timing differences, which resulted in  a  deficit
     net profit interest.

     Estimates and Uncertainties
     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 and disclosure of contingent assets and liabilities at the
     date  of the financial statements and the reported amounts of revenues
     and  expenses during the reporting period. The Partnerships  depletion
     calculation and full-cost ceiling test for oil and gas properties uses
     oil and gas reserves estimates, which are inherently imprecise. Actual
     results could differ from those estimates.

     Syndication Costs
     Syndication  costs  are  accounted for as a reduction  of  partnership
     equity.

     Environmental Costs
     The  Partnership  is  subject to extensive federal,  state  and  local
     environmental laws and regulations.  These laws, which are  constantly
     changing, regulate the discharge of materials into the environment and
     may  require  the Partnership to remove or mitigate the  environmental
     effects of the disposal or release of petroleum or chemical substances
     at   various  sites.   Environmental  expenditures  are  expensed   or
     capitalized depending on their future economic benefit.  Costs,  which
     improve a property as compared with the condition of the property when
     originally  constructed or acquired and costs,  which  prevent  future
     environmental contamination are capitalized.  Expenditures that relate
     to  an  existing condition caused by past operations and that have  no
     future  economic benefits are expensed.  Liabilities for  expenditures
     of  a  non-capital  nature are recorded when environmental  assessment
     and/or  remediation  is  probable, and the  costs  can  be  reasonably
     estimated.

     Revenue Recognition
     We  recognize  oil  and gas sales when delivery to the  purchaser  has
     occurred  and title has transferred.  This occurs when production  has
     been delivered to a pipeline or transport vehicle.

     Gas Balancing
     The  Partnership  utilizes the sales method  of  accounting  for  gas-
     balancing  arrangements.  Under this method the Partnership recognizes
     sales revenue on all gas sold. As of December 31, 2002, 2001 and 2000,
     there  were no significant amounts of imbalance in terms of  units  or
     value.

     Income Taxes
     No  provision  for  income  taxes  is  reflected  in  these  financial
     statements, since the tax effects of the Partnership's income or  loss
     are passed through to the individual partners.

     In   accordance  with  the  requirements  of  Statement  of  Financial
     Accounting  Standards  No. 109, "Accounting  for  Income  Taxes,"  the
     Partnership's tax basis in its net oil and gas properties at  December
     31,  2002  and 2001 is $649,442 and $662,619, respectively, more  than
     that  shown  on  the  accompanying Balance Sheets in  accordance  with
     generally accepted accounting principles.

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

2.   Summary of Significant Accounting Policies - continued

     Cash and Cash Equivalents
     For purposes of the statement of cash flows, the Partnership considers
     all  highly liquid debt instruments purchased with a maturity of three
     months or less to be cash equivalents.  The Partnership maintains  its
     cash at one financial institution.

     Number of Limited Partner Units
     As  of  December  31,  2002, 2001 and 2000 there were  11,181  limited
     partner units outstanding held by 593, 593 and 589 partners.

     Concentrations of Credit Risk
     The  Partnership is subject to credit risk through trade  receivables.
     Although  a  substantial portion of its debtors'  ability  to  pay  is
     dependent upon the oil and gas industry, credit risk is minimized  due
     to  a  large customer base.  All partnership revenues are received  by
     the   Managing  General  Partner  and  subsequently  remitted  to  the
     partnership and all expenses are paid by the Managing General  Partner
     and subsequently reimbursed by the partnership.

     Fair Value of Financial Instruments
     The  carrying amount of cash and accounts receivable approximates fair
     value due to the short maturity of these instruments.

     Net Income (loss) per limited partnership unit
     The  net  income (loss) per limited partnership unit is calculated  by
     using the number of outstanding limited partnership units.

     Recent Accounting Pronouncements
     The FASB has issued Statement No. 143 "Accounting for Asset Retirement
     Obligations"  which  establishes requirements for  the  accounting  of
     removal-type costs associated with asset retirements.  The standard is
     effective for fiscal years beginning after June 15, 2002, with earlier
     application encouraged.  The new standard requires the Partnership  to
     recognize  a  liability for the present value of all legal obligations
     associated  with the retirement of tangible long-lived assets  and  to
     capitalize  an  equal amount as a cost of the asset and  allocate  the
     additional  cost  over the estimated useful life  of  the  asset.   On
     January  1,  2003, the Partnership recorded additional costs,  net  of
     accumulated depreciation, depletion and amortization, of approximately
     $101,341, a long term liability of approximately $192,765 and  a  loss
     of  approximately  $91,424 for the cumulative effect on  depreciation,
     depletion  and  amortization  of the additional  costs  and  accretion
     expense on the liability related to expected abandonment costs of  its
     oil and natural gas producing properties.

     Depletion Policy
     In  2002,  the Partnership changed methods of accounting for depletion
     of capitalized costs from the units-of-revenue method to the units-of-
     production method. (See Note 3)

3.   Cumulative effect of a change in accounting principle
     In  the  fourth  quarter of 2002, the Partnership changed  methods  of
     accounting  for  depletion  of capitalized costs  from  the  units-of-
     revenue  method to the units-of-production method.  The newly  adopted
     accounting  principle is preferable in the circumstances  because  the
     units-of-production method results in a better matching of  the  costs
     of  oil  and  gas production against the related revenue  received  in
     periods of volatile prices for production as have been experienced  in
     recent  periods.  Additionally, the units-of-production method is  the
     predominant  method used by full cost companies in  the  oil  and  gas
     industry,  accordingly, the change improves the comparability  of  the
     Partnership's   financial  statements  with  its  peer   group.    The
     Partnership   adopted  the  units-of-production  method  through   the
     recording  of a cumulative effect of a change in accounting  principle
     in  the  amount  of  $55,000 effective as of  January  1,  2002.   The
     Partnership's  depletion for the year ended 2002 has  been  calculated
     using  the  units-of-production method and prior years have  not  been
     restated.   The  pro  forma  amounts for  2001  and  2000,  which  are
     presented  on  the face of the statements of operations,  reflect  the
     effect  of retroactive application of the units-of-production  method.
     The  effect of the change on the year ended December 31, 2002  was  to
     increase  income  before cumulative effect of a change  in  accounting
     principle  by $2,000 ($.18 per limited partner unit) and decrease  net
     income  by $53,000 ($4.74 per limited partner unit).  See Note 10  for
     the  effects  of  the  change in depletion method  on  the  individual
     quarters of 2002.

<PAGE>
          Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

4.   Liquidity - Managing General Partner
     The  Managing General Partner has a highly leveraged capital structure
     with  approximately $124.0 million of principal due  between  December
     31,  2002  and  December 31, 2004.  The Managing  General  Partner  is
     constantly  monitoring its cash position and its ability to  meet  its
     financial  obligations  as they become due, and  in  this  effort,  is
     continually  exploring various strategies for addressing  its  current
     and  future  liquidity needs.  The Managing General Partner  regularly
     pursues  and  evaluates  recapitalization strategies  and  acquisition
     opportunities   (including  opportunities  to   engage   in   mergers,
     consolidations or other business combinations) and at any  given  time
     may be in various stages of evaluating such opportunities.

     Based  on  current  production, commodity prices and  cash  flow  from
     operations,  the Managing General Partner has adequate  cash  flow  to
     fund  debt  service, developmental projects and day to day operations,
     but it is not sufficient to build a cash balance which would allow the
     Managing  General  Partner  to  meet  its  debt  principal  maturities
     scheduled  for  2004.   Therefore  the  Managing  General  Partner  is
     currently  seeking  to  renegotiate  the  terms  of  its  obligations,
     including  extending  maturity dates, or seek new  lenders  or  equity
     investors  in order to satisfy its financial obligations  maturing  in
     2004.

     There  can  be  no assurance that the Managing General Partner's  debt
     restructuring efforts will be successful.  In the event these  efforts
     are  unsuccessful, the Managing General Partner would need to look  to
     other alternatives to meet its debt obligations, including potentially
     selling  its  assets.  There can be no assurance,  however,  that  the
     sales  of  assets can be successfully accomplished on terms acceptable
     to  the  Managing  General  Partner.   Please  see  the  Partnership's
     Quarterly Report on Form 10-Q for the quarterly period ended September
     30,  2003,  which  will  be  filed with the Commission  on  or  before
     November  14,  2003, for updated information on the liquidity  of  the
     Managing  General  Partner.  The liquidity  of  the  Managing  General
     Partner, however, does not have a material impact on the operations of
     the  Partnership.  The partnership agreement of the Partnership allows
     the limited partners to elect a successor managing general partner  to
     continue Partnership operations.

5.   Commitments and Contingent Liabilities
     Managing  General  Partner has the right, but not the  obligation;  to
     purchase limited partnership units should an investor desire to  sell.
     The  value of the unit is determined by adding the sum of (1)  current
     assets  less liabilities and (2) the present value of the  future  net
     revenues attributable to proved reserves and by discounting the future
     net  revenues  at  a rate not in excess of the prime rate  charged  by
     NationsBank, N.A. of Midland, Texas plus one percent (1%), which value
     shall be further reduced by a risk factor discount of no more than one-
     third  (1/3) to be determined by the Managing General Partner  in  its
     sole and absolute discretion.

     Southwest,  as  Managing General Partner, evaluated several  liquidity
     alternatives  for  the partnerships in 2001 and  2002.   During  2002,
     Southwest  specifically pursued the possible  roll-up  and  merger  of
     twenty-one (21) partnerships with the general partner.  Because of the
     complexities  and  conflicts of interest in such  a  transaction,  the
     Managing  General  Partner did not make a formal repurchase  offer  in
     2002  but  has  responded to limited partners desiring to  sell  their
     units  in  the  partnerships  on an "as requested"  basis.   Southwest
     anticipates  that  it will not make a formal repurchase  offer  during
     2003  because  the merger is still being contemplated and  Southwest's
     Registration Statement of Form S-4 relating to the merger is still  in
     the  review  process  with  the Securities  and  Exchange  Commission.
     Repurchases by Southwest, however, will continue to be made on an  "as
     requested" basis.

     The  Partnership  is  subject  to various  federal,  state  and  local
     environmental  laws  and  regulations, which establish  standards  and
     requirements  for  protection  of the  environment.   The  Partnership
     cannot  predict the future impact of such standards and  requirements,
     which  are  subject to change and can have retroactive  effectiveness.
     The  Partnership  continues to monitor the status of  these  laws  and
     regulations.

<PAGE>
          Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

5.   Commitments and Contingent Liabilities - continued
     As  of December 31, 2002, the Partnership has not been fined, cited or
     notified  of any environmental violations and management is not  aware
     of  any  unasserted  violations, which would have a  material  adverse
     effect upon capital expenditures, earnings or the competitive position
     in  the  oil and gas industry.  However, the Managing General  Partner
     does  recognize  by  the very nature of its business,  material  costs
     could be incurred in the near term to bring the Partnership into total
     compliance.   The amount of such future expenditures is  not  reliably
     determinable  due to several factors, including the unknown  magnitude
     of  possible  contaminations, the unknown timing  and  extent  of  the
     corrective  actions  which may be required, the determination  of  the
     Partnership's liability in proportion to other responsible parties and
     the  extent to which such expenditures are recoverable from  insurance
     or indemnifications from prior owners of Partnership's properties.

6.   Related Party Transactions
     A  significant  portion  of the oil and gas properties  in  which  the
     Partnership  has  an interest are operated by and purchased  from  the
     Managing  General Partner.  As provided for in the operating agreement
     for  each respective oil and gas property in which the Partnership has
     an  interest,  the  operator  is  paid an  amount  for  administrative
     overhead attributable to operating such properties, with such  amounts
     to  Southwest  Royalties,  Inc.  as  operator  approximating  $75,900,
     $76,400  and $74,000 for the years ended December 31, 2002,  2001  and
     2000,   respectively.   The   amounts  for   administrative   overhead
     attributable  to  operating  the  partnership  properties  have   been
     deducted from gross oil and gas revenues in the determination  of  net
     profit  interest.    In  addition, the Managing  General  Partner  and
     certain  officers and employees may have an interest in  some  of  the
     properties that the Partnership also participates.

     Certain  subsidiaries  or affiliates of the Managing  General  Partner
     perform  various  oilfield  services  for  properties  in  which   the
     Partnership  owns an interest.  Such services aggregated approximately
     $18,200,  $14,500 and $20,800 for the years ended December  31,  2002,
     2001  and  2000,  respectively.  The  amounts  for  oilfield  services
     performed  for  the partnership by affiliates of the Managing  General
     Partner  have  been deducted from gross oil and gas  revenues  in  the
     determination of net profit interest.

     Southwest  Royalties,  Inc., the Managing General  Partner,  was  paid
     $72,000  during  2002,  2001 and 2000, as an administrative  fee,  for
     indirect   general   and   administrative   overhead   expenses.   The
     administrative fees are included in general and administrative expense
     on the statement of operations.

     Receivables  from  Southwest  Royalties, Inc.,  the  Managing  General
     Partner,  of  approximately $78,700 and $54,000 are from oil  and  gas
     production, net of lease operating costs and production taxes,  as  of
     December 31, 2002 and 2001, respectively.

7.   Major Customers
     No  material portion of the Partnership's business is dependent  on  a
     single  purchaser, or a very few purchasers, where  the  loss  of  one
     would  have  a  material  adverse impact on  the  Partnership.   Three
     purchasers  accounted for 68% of the Partnership's total oil  and  gas
     production during 2002: Plains Marketing LP for 31%, Exxon Company USA
     for  23%  and Duke Energy Field Services for 14%.  Contracts for  2002
     with  these major purchasers cover time periods ranging from month-to-
     month  contracts up to the life of the lease contract periods.  Prices
     received  from these major purchasers ranged from a low of $22.64  per
     Bbl  to  a  high of $23.06 per Bbl and $2.59 per mcf.  Four purchasers
     accounted  for  67% of the Partnership's total oil and gas  production
     during  2001:  Plains Marketing LP for 29%, Duke Energy Field Services
     for  17%,  Mobil Corporation for 11% and Exxon Company  USA  for  10%.
     Contracts  for  2001  with these major purchasers cover  time  periods
     ranging  from  month-to-month contracts up to the life  of  the  lease
     contract periods.  Prices received from these major purchasers  ranged
     from a low of $26.83 per Bbl to a high of $27.55 per Bbl and $3.81 per
     mcf.   Three  purchasers accounted for 78% of the Partnership's  total
     oil  and  gas  production during 2000:  Plains Marketing LP  for  34%,
     Mobil Corporation for 24% and Phillips 66 for 20%.  Contracts for 2001
     with  these major purchasers cover time periods ranging from month-to-
     month  contracts up to the life of the lease contract periods.  Prices
     received  from these major purchasers ranged from a low of $26.87  per
     Bbl  to a high of $28.38 per Bbl.  All purchasers of the Partnership's
     oil  and gas production are unrelated third parties.  In the event any
     of  these  purchasers were to discontinue purchasing the Partnership's
     production,  the Managing General Partner believes that  a  substitute
     purchaser  or  purchasers could be located without  undue  delay.   No
     other  purchaser accounted for an amount equal to or greater than  10%
     of the Partnership's sales of oil and gas production.


<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

8.   Estimated Oil and Gas Reserves (unaudited)
     The  Partnership's  interest in proved oil  and  gas  reserves  is  as
     follows:

                                Oil       Gas
                               (bbls)    (mcf)
                              --------  --------
                                ----      ---
Total Proved -
January 1, 2000               310,000   684,000

Revisions    of     previous  13,000    173,000
estimates
Production                    (22,000)  (64,000)
                              --------  --------
                              --        ---
December 31, 2000             301,000   793,000

Revisions    of     previous  (84,000)  (101,000
estimates                               )
Production                    (22,000)  (77,000)
                              --------  --------
                              --        ---
December 31, 2001             195,000   615,000

Sale of reserves in place     (3,000)   (6,000)
Revisions    of     previous  45,000    168,000
estimates
Production                    (19,000)  (68,000)
                              --------  --------
                              --        ---
December 31, 2002             218,000   709,000
                              ======    ======

Proved developed reserves -

December 31, 2000             297,000   715,000
                              ======    ======
December 31, 2001             192,000   606,000
                              ======    ======
December 31, 2002             187,000   693,000
                              ======    ======

     All  of  the Partnership's reserves are located within the continental
     United States.

     *Ryder Scott Company, L.P. prepared the reserve and present value data
     for  the Partnership's existing properties as of January 1, 2003.  The
     reserve  estimates were made in accordance with guidelines established
     by  the Securities and Exchange Commission pursuant to Rule 4-10(a) of
     Regulation  S-X.  Such guidelines require oil and gas reserve  reports
     be  prepared under existing economic and operating conditions with  no
     provisions  for  price  and  cost  escalation  except  by  contractual
     arrangements.

     Oil  price  adjustments  were made in the  individual  evaluations  to
     reflect  oil quality, gathering and transportation costs. The  results
     of  the  reserve report as of January 1, 2003 are an average price  of
     $29.45 per barrel.

     Gas  price  adjustments  were made in the  individual  evaluations  to
     reflect  BTU  content,  gathering and  transportation  costs  and  gas
     processing  and shrinkage.  The results of the reserve  report  as  of
     January 1, 2003 are an average price of $4.06 per Mcf.

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

8.   Estimated Oil & Gas Reserves (unaudited) - continued

     The  evaluation of oil and gas properties is not an exact science  and
     inevitably  involves a significant degree of uncertainty, particularly
     with respect to the quantity of oil or gas that any given property  is
     capable of producing.  Estimates of oil and gas reserves are based  on
     available  geological and engineering data, the extent and quality  of
     which may vary in each case and, in certain instances, may prove to be
     inaccurate.   Consequently, properties may be  depleted  more  rapidly
     than the geological and engineering data have indicated.

     Unanticipated  depletion, if it occurs, will result in lower  reserves
     than  previously estimated; thus an ultimately lower  return  for  the
     Partnership.  Basic changes in past reserve estimates occur  annually.
     As  new data is gathered during the subsequent year, the engineer must
     revise  his  earlier estimates.  A year of new information,  which  is
     pertinent  to  the  estimation  of  future  recoverable  volumes,   is
     available  during  the subsequent year evaluation.   In  applying  the
     industry  audit standards and procedures, the new data may  cause  the
     previous  estimates  to  be revised.  This revision  may  increase  or
     decrease   the  earlier  estimated  volumes.   Pertinent   information
     gathered  during  the year may include actual production  and  decline
     rates,  production  from offset wells drilled  to  the  same  geologic
     formation,  increased  or decreased water production,  workovers,  and
     changes   in  lifting  costs,  among  others.   Accordingly,   reserve
     estimates are often different from the quantities of oil and gas  that
     are ultimately recovered.

     The Partnership has reserves, which are classified as proved developed
     and  proved  undeveloped.  All of the proved reserves are included  in
     the  engineering  reports,  which evaluate the  Partnership's  present
     reserves.

     Because  the  Partnership does not engage in drilling activities,  the
     development  of proved undeveloped reserves is conducted  pursuant  to
     farm-out  arrangements with the Managing General Partner or  unrelated
     third  parties.  Generally, the Partnership retains a carried interest
     such as an overriding royalty interest under the terms of a farm-out.

<PAGE>

         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

8.   Estimated Oil & Gas Reserves (unaudited) - continued

     The  standardized measure of discounted future net cash flows relating
     to  proved oil and gas reserves at December 31, 2002, 2001 and 2000 is
     presented below:

                              2002      2001      2000
                              ----      ----      ----

Future cash inflows      $  9,286,00  4,699,00  15,540,0
                            0         0         00
Production          and     4,571,00  2,803,00  6,754,00
development costs           0         0         0
                            --------  --------  --------
                            ----      ----      -----
Future net cash flows       4,715,00  1,896,00  8,786,00
                            0         0         0
10% annual discount for
  estimated  timing  of     2,024,00  813,000   4,193,00
cash flows                  0                   0
                            --------  --------  --------
                            ----      ----      ----
Standardized measure of
  discounted future net  $  2,691,00  1,083,00  4,593,00
cash flows                  0         0         0
                            =======   =======   =======

     The  principal  sources  of  change in  the  standardized  measure  of
     discounted  future  net cash flows for the years  ended  December  31,
     2002, 2001 and 2000 are as follows:

                              2002      2001      2000
                              ----      ----      ----

Sales  of oil  and  gas
produced,
   net   of  production  $  (253,000  (382,000  (434,000
costs                       )         )         )
Changes  in prices  and     1,200,00  (3,323,0  2,284,00
production costs            0         00)       0
Changes  of  production
rates
 (timing) and others        (16,000)  103,000   (135,000
                                                )
Sale  of  minerals   in     (13,000)  -         -
place
Revisions of previous
 quantities estimates       582,000   (367,000  444,000
                                      )
Accretion of discount       108,000   459,000   221,000
Discounted future net
 cash flows -
Beginning of year           1,083,00  4,593,00  2,213,00
                            0         0         0
                            --------  --------  --------
                            ----      ----      ----
End of year              $  2,691,00  1,083,00  4,593,00
                            0         0         0
                            =======   =======   =======

     Future  net cash flows were computed using year-end prices  and  costs
     that  related  to existing proved oil and gas reserves  in  which  the
     Partnership has mineral interests.

<PAGE>

         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

9.   December 31, 2002 Restatement
     During  2002,  the  Partnership changed its method  of  providing  for
     depletion  from the units-of-revenue method to the units-of-production
     method as described in Note 3.

     Subsequent to the issuance of the Partnership's Annual Report on  Form
     10-K  for the year ended December 31, 2002, the Partnership determined
     that the above change in accounting method should have been adopted by
     the  Partnership  as  a  cumulative effect of a change  in  accounting
     principle.  The Partnership had previously applied the change  in  the
     method of providing for depletion prospectively as of October 1, 2002.

     This  change in the method used to implement the Partnership's  change
     in  the manner in which it determines depletion resulted in a decrease
     in the Partnership's previously reported net oil and gas properties of
     $53,000 from $312,529 to $259,529 as of December 31, 2002 and did  not
     effect the Partnership's 2002 cash flows from operations, investing or
     financing activities.

     The  change  had the following effects on the Statement of  Operations
     for the year ended December 31, 2002.  (Periods prior to 2002 were not
     affected by the change).

                                        Restated      Previously
                                                       Reported
     Depreciation, depletion and      $ 26,000       28,000
     amortization
     Income before cumulative effect  153,258        151,258
   Cumulative effect of change in     (55,000)       -
     accounting principle
     Net income                       98,258         151,258
     Net income allocated to:
     Managing General Partner         16,133         16,133
     General partner                  1,793          1,793
     Limited partners                 80,332         133,332
       Income per limited partner
     unit before
         cumulative effect            12.10          11.92
       Cumulative effect per          (4.92)         -
     limited partner unit
       Net income per limited         7.18           11.92
     partner unit

<PAGE>
         Southwest Royalties Institutional Income Fund X-B, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

10.  Selected Quarterly Financial Results - (unaudited)
     As  discussed  in Note 3, in 2002 the Partnership changed  methods  of
     accounting  for  depletion  of capitalized costs  from  the  units-of-
     revenue  method to the units-of-production method.  The 2002 quarterly
     financial  results presented below have been restated to  reflect  the
     change in depletion method effective as of January 1, 2002.  See Notes
     3 and 9 for a detailed discussion of the change in depletion method.
                                             Quarter
                              --------------------------------------
                              --------------------------------------
                                                -
                               First     Second    Third     Fourth
                               ------   --------  -------   --------
                                          ---                  -
2002:
 Total revenues             $ 29,439    59,859    90,818    77,435
    Total   expenses    as    25,283    27,205    27,260    26,545
originally reported
   Effect  of  change   in    1,000     (1,000)   -         (2,000)
depletion method
 Total expenses restated      26,283    26,205    27,260    24,545
                              --------  --------  --------  --------
                              ----      ----      ----      ----
  Net income as originally    4,156     32,654    63,558    50,890
reported
  Income before cumulative
effect of
   a  change in accounting    3,156     33,654    63,558    52,890
principle
   Cumulative  effect   on
prior years (to
   December 31,  2001)  of
changing to a
     different   depletion    (55,000)  -         -         -
method
                              --------  --------  --------  --------
                              ----      ----      ----      ----
   Net  income  (loss)  as  $ (51,844)  33,654    63,558    52,890
restated
                              =======   =======   =======   =======
  Per limited partner unit
amounts:
     Net   income   (loss)  $    .28
originally reported                     2.56      5.05      4.03
    Effect  of  change  in     (.09)         .09       -         .18
depletion method
                              --------  --------  --------  --------
                              ----      ----      ----      ----
   Income  (loss)   before
cumulative effect of a
    change  in  accounting       .19
principle                               2.65      5.05      4.21
   Cumulative  effect   on
prior years (to
   December 31,  2001)  of
changing to a
     different   depletion    (4.92)         -         -         -
method
                              --------  --------  --------  --------
                              ----      ----      ----      ----
Net   income   (loss)   as  $ (4.73)
restated                                2.65      5.05      4.21
                              =======   =======   =======   =======


 2001:
 Total revenues               $ 147,305   99,894    66,097    71,230
 Total expenses                 29,157    31,702    41,160    30,868
 Net income                     118,148   68,192    24,937    40,362
 Net income per limited
   partners unit                  9.42
                                          5.38      1.81      3.15

Item 9.   Changes  in and Disagreements With Accountants on Accounting  and
          Financial Disclosure

None

<PAGE>
                                 Part III

Item 10.  Directors and Executive Officers of the Registrant

Management of the Partnership is provided by Southwest Royalties, Inc.,  as
Managing  General Partner.  The names, ages, offices, positions and  length
of  service of the directors and executive officers of Southwest Royalties,
Inc.  are  set  forth below.  Each director and executive  officer  of  the
Managing General Partner serves for a term of one year.

         Name               Age               Position
-----------------------     ---     -----------------------------
----------------------      --      -----------------------------
H. H. Wommack, III          47      Chairman   of   the    Board,
                                    President, Director
                                    and Chief Executive Officer
James N. Chapman(1)         40      Director
William P. Nicoletti(2)     57      Director
Joseph J. Radecki,  Jr.     44      Director
(2)
Richard D. Rinehart(1)      67      Director
John M. White(2)            46      Director
Herbert  C. Williamson,     54      Director
III(1)
Bill E. Coggin              48      Executive Vice President  and
                                    Chief Financial Officer
J. Steven Person            44      Vice President, Marketing

(1)  Member of the Compensation Committee

(2)  Member of the Audit Committee

H.  H.  Wommack, III has served as Chairman of the Board, President,  Chief
Executive Officer and a director since Southwest's founding in 1983.  Since
1997  Mr.  Wommack  has  served as President, Chief Executive  Officer  and
Chairman of SRH, Southwest's former parent and current holder of 10% of its
voting  share capital.  SRH holds an equity investment in Southwest and  in
Basic  Energy Services.  Since 1997 Mr. Wommack has served as  chairman  of
the  board  of directors of Midland Red Oak Realty, Inc.  Midland  Red  Oak
Realty  owns  and  manages  commercial real  estate  properties,  including
shopping centers and office buildings, in secondary real estate markets  in
the Southwestern United States.  From 1997 until December 2000, Mr. Wommack
served as chairman of the board of directors of Basic Energy Services, Inc.
and  since  December  2000  has continued to  serve  on  Basic's  board  of
directors.  Basic provides certain well services for oil and gas companies.
Prior to Southwest's formation, Mr. Wommack was a self-employed independent
oil  and  gas  producer engaged in the purchase and  sale  of  royalty  and
working  interests in oil and gas leases and the drilling  of  wells.   Mr.
Wommack graduated from the University of North Carolina at Chapel Hill  and
received his law degree from the University of Texas.

James N. Chapman has served as a director since April 19,2002.  Mr. Chapman
has  been involved in the investment banking industry for 18 years.   Since
January  2002  he  has  acted as a capital markets and  strategic  planning
consultant  with private and public companies across a range of industries,
including  metals, mining, manufacturing, aerospace, airline,  service  and
healthcare.  Prior to establishing an independent consulting practice, from
1997  to 2002 Mr. Chapman worked for The Renco Group, Inc., a multi-billion
private  corporation  in  New York, for which  Mr.  Chapman  developed  and
implemented  financing and merger and acquisitions strategies  for  Renco's
diverse  portfolio  of companies.  From 1990 to 1997,  Mr.  Chapman  was  a
founding  principal of Fieldstone Private Capital Group, a capital  markets
advisory  firm.   From 1985 to 1990, Mr. Chapman worked for  Bankers  Trust
Company,  most  recently in the BT Securities Capital  Markets  area.   Mr.
Chapman  received an MBA degree with distinction from the Amos Tuck  School
at  Dartmouth College and was elected an Edward Tuck Scholar.  He  received
his  BA degree with distinction magna cum laude, at Dartmouth College,  was
elected to Phi Beta Kappa and was a Rufus Choate Scholar.

William  P. Nicoletti has served as a director since April 19,  2002.   Mr.
Nicoletti  is Managing Director of Nicoletti & Company Inc., an  investment
banking  and financial advisory firm he founded in 1991.  He was previously
a  senior officer and head of the Energy Investment Banking Groups of E. F.
Hutton  &  Company Inc. and Paine Webber, Incorporated.   From  March  1998
until June 1990 he was a managing director and co-head of Energy Investment
Banking  at  McDonald Investments Inc.  Mr. Nicoletti has been Chairman  of
the  board  of  directors of Russell-Stanley Holdings, Inc., a manufacturer
and  marketer  of  steel and plastic industrial containers  since  November
2001.   He  is  a  director of Mark WestEnergy Partners, L.P.,  a  business
engaged   in  the  gathering  and  processing  of  natural  gas   and   the
fractionation and storage of natural gas liquids.  Mr. Nicoletti is also  a
Director  and  Chairman of the Audit Committee of Star Gas Partners,  L.P.,
the  nation's largest retail distributor of home heating oil  and  a  major
retail  distributor of propane gas.  Mr. Nicoletti is a graduate  of  Seton
Hall  University  and  received  an  MBA degree  from  Columbia  University
Graduate School of Business.
<PAGE>
Joseph J. Radecki, Jr. has served as a director since April 19, 2002.   Mr.
Radecki is currently a Managing Director in the Leveraged Finance Group  of
CIBC  World  Markets  where he is principally responsible  for  the  firm's
financial restructuring and distressed situation advisory practice.   Prior
to  joining  CIBC World Markets in 1998, Mr. Radecki was an Executive  Vice
President and Director of the Financial Restructuring Group of Jefferies  &
Company,  Inc.  beginning in 1990.  From 1983 until 1990, Mr.  Radecki  was
First  Vice President in the International Capital Markets Group at  Drexel
Burnham Lambert, Inc., where he specialized in financial restructurings and
recapitalizations.   Over the past fourteen years,  Mr.  Radecki  has  been
integrally involved in over 120 transactions totaling nearly $50 billion in
recapitalized  securities.  Mr. Radeki currently serves as  a  Director  of
Wherehouse  Entertainment, Inc., a music and video specialty retailer,  and
RBX  Corporation,  a  manufacturer of rubber and  plastic  foam  and  other
polymer  products.  He has previously served as Chairman of  the  Board  of
American Rice, Inc., an international rice miller and marketer, as a member
of  the Board of Directors of Service America Corporation, a national  food
service  management firm, Bucyrus International, Inc., a  mining  equipment
manufacturer,  and ECO-Net, a non-profit engineering related network  firm.
Mr.  Radecki  graduated magna cum laude in 1980 from Georgetown  University
with a B.A. in Government.

Richard  D.  Rinehart has served as a director since April 19,  2002.   Mr.
Rinehart is a founding principal of PetroCap, Inc. and president of Kestrel
Resources,  Inc.   PetroCap, Inc. provides investment and merchant  banking
services  to  a  variety  of clients active in the oil  and  gas  industry.
Kestrel Resources, Inc. is a privately owned oil and gas operating company.
He  served  as Director of Coopers & Lybrand's Energy Systems and  Services
Division prior to the founding of Kestrel Resources, Inc. in 1992. Prior to
joining  Coopers & Lybrand, he was chief executive officer/founder of  Dawn
Information  Resources,  Inc., formed in 1986 and  acquired  by  Coopers  &
Lybrand  in  early  1991.  Mr. Rinehart served as CEO  of  Terrapet  Energy
Corporation during the period 1982 through 1986. Prior to the formation  of
Terrapet in 1982, he was employed as President of the Terrapet Division  of
E.I.  DuPont de Nemours and Company. Before its acquisition by  DuPont,  he
served  as  CEO and President of Terrapet Corp., a privately owned  E  &  P
company. Before the formation of Terrapet Corp. in 1972, he was manager  of
supplementary recovery methods and senior evaluation engineer  with  H.  J.
Gruy and Associates, Inc., Dallas, Texas.

John  M. White has served as a director since April 19, 2002, Mr. White  is
currently  an  oil and gas analyst with BMO Nesbitt Burns, responsible  for
Fixed  Income research on oil, gas and energy companies.  Prior to  joining
BMO  Nesbitt  Burns  in 1998, Mr. White was responsible  for  Fixed  Income
research  on  the  oil  and  gas  industry at  John  S.  Herold,  Inc.,  an
independent  oil  and gas research and consulting firm, beginning  in  July
1996.  Mr. White's experience also includes managing a portfolio of oil and
gas  loans  for  The  Bank  of  Nova  Scotia,  which  included  independent
exploration and production companies, oil service companies, gas pipelines,
gas  processors and refiners from 1990 until July 1996.  From 1983 to 1990,
Mr. White was with BP Exploration, where he worked primarily in exploration
and production.

Herbert  C. Williamson, III has served as a director since April 19,  2002.
At  present, Mr. Williamson is self-employed as a consultant.   From  March
2001  to  March  2002  Mr. Williamson served as an investment  banker  with
Petrie  Parkman & Co.  From April 1999 to March 2001 Mr. Williamson  served
as chief financial officer and from August 1999 to March 2001 as a director
of  Merlon  Petroleum  Company, a private oil and gas company  involved  in
exploration  and production in Egypt.  Mr. Williamson served  as  executive
vice  president,  chief  financial  officer  and  director  of  Seven  Seas
Petroleum,  Inc., a publicly traded oil and gas exploration  company,  from
March  1998  to  April 1999.  From 1995 through April 1998,  he  served  as
director  in  the  Investment Banking Department  of  Credit  Suisse  First
Boston.   Mr.  Williamson  served  as  vice  chairman  and  executive  vice
president  of Parker and Parsley Petroleum Company, a publicly  traded  oil
and  gas  exploration company (now Pioneer Natural Resources Company)  from
1985 through 1995.

Bill  E.  Coggin  has served as Vice President and Chief Financial  Officer
since joining the Managing General Partner in 1985.  Previously, Mr. Coggin
was  Controller  for Rod Ric Corporation, an oil and gas drilling  company,
and  for  C.F.  Lawrence  &  Associates, a large independent  oil  and  gas
operator.  Mr. Coggin received a B.S. in Education and a B.A. in Accounting
from Angelo State University.

J.  Steven Person has served as Vice President, Marketing since joining the
Managing  General  Partner in 1989.  Mr. Person  began  in  the  investment
industry  with Dean Witter in 1983.  Prior to joining the Managing  General
Partner, Mr. Person was a senior wholesaler with Capital Realty, Inc. While
at  Capital  Realty, he was involved in the syndication of  mortgage  based
securities  through  the major brokerage houses.   Mr.  Person  received  a
B.B.A.  degree  from Baylor University and an M.B.A. from  Houston  Baptist
University.

<PAGE>
Key Employees
Jon  P.  Tate,  age  45, has served as Vice President, Land  and  Assistant
Secretary  of the Managing General Partner since 1989. From 1981  to  1989,
Mr.  Tate  was employed by C.F. Lawrence & Associates, Inc., an independent
oil  and  gas company, as land manager. Mr. Tate is a member of the Permian
Basin Landman's Association.

R.  Douglas  Keathley, age 47, has served as Vice President, Operations  of
the  Managing  General Partner since 1992. Before joining us, Mr.  Keathley
worked  as a senior drilling engineer for ARCO Oil and Gas Company  and  in
similar capacities for Reading & Bates Petroleum Co. and Tenneco Oil Co.

In certain instances, the Managing General Partner will engage professional
petroleum   consultants   and  other  independent  contractors,   including
engineers   and   geologists  in  connection  with  property  acquisitions,
geological  and  geophysical  analysis,  and  reservoir  engineering.   The
Managing  General Partner believes that, in addition to its own  "in-house"
staff,  the utilization of such consultants and independent contractors  in
specific  instances  and  on  an  "as-needed"  basis  allows  for   greater
flexibility  and greater opportunity to perform its oil and gas  activities
more economically and effectively.

Item 11.  Executive Compensation

The  Partnership  does  not  employ any directors,  executive  officers  or
employees.  The Managing General Partner receives an administrative fee for
the  management of the Partnership.  The Managing General Partner  received
$72,000 during 2002, 2001 and 2000 as an administrative fee.  The executive
officers  of  the  Managing General Partner do  not  receive  any  form  of
compensation,  from  the Partnership; instead, their compensation  is  paid
solely  by  Southwest.  The executive officers, however,  may  occasionally
perform administrative duties for the Partnership but receive no additional
compensation for this work.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

There  are  no  limited partners who own of record, or  are  known  by  the
Managing General Partner to beneficially own, more than five percent of the
Partnership's limited partnership interests.

The  Managing  General Partner owns a nine percent interest  as  a  general
partner.   Through prior purchases, the Managing General Partner also  owns
496.0  limited  partner  units, or a 4.0% limited  partner  interest.   The
Managing  General  Partner  total  percentage  interest  ownership  in  the
Partnership is 13.0%.

No  officer or director of the Managing General Partner owns Units  in  the
Partnership.  H. H. Wommack, III, as the individual general partner of  the
Partnership,  owns a one percent interest in the Partnership as  a  general
partner.   The officers and directors of the Managing General  Partner  are
considered beneficial owners of the limited partner units acquired  by  the
Managing  General  Partner by virtue of their status  as  such.  Beneficial
ownership is determined in accordance with the rules of the Securities  and
Exchange Commission and includes voting or investment power with respect to
the  limited  partner  units.  To our knowledge,  except  under  applicable
community property laws or as otherwise indicated, the persons named in the
table  have  sole  voting and sole investment control with  regard  to  all
limited  partner  units  beneficially owned.  We are  presenting  ownership
information  as  of March 1, 2003. A list of beneficial owners  of  limited
partner units, acquired by the Managing General Partner, is as follows:

<PAGE>

                                                 Amount and
                                                 Nature of      Percen
                                                                  t
                        Name and Address of      Beneficial       of
  Title of Class         Beneficial Owner        Ownership      Class
-------------------    ---------------------     ----------     ------
  --------------          --------------           ------       -----
Limited Partnership    Southwest  Royalties,     Directly        4.0%
Interest               Inc.                      Owns
                       Managing      General     496.0
                       Partner                   Units
                       407   N.  Big  Spring
                       Street
                       Midland, TX 79701

Limited Partnership    H. H. Wommack, III        Indirectly      4.0%
Interest                                         Owns
                       Chairman    of    the     496.0
                       Board,                    Units
                       President, and CEO
                       of          Southwest
                       Royalties, Inc.,
                       the  Managing General
                       Partner
                       407   N.  Big  Spring
                       Street
                       Midland, TX 79701


There are no arrangements known to the Managing General Partner, which  may
at a subsequent date result in a change of control of the Partnership.

Item 13.  Certain Relationships and Related Transactions

In 2002, the Managing General Partner received $72,000 as an administrative
fee.   This  amount  is  part  of the general and  administrative  expenses
incurred by the Partnership.

In  some  instances the Managing General Partner and certain  officers  and
employees  may  be working interest owners in an oil and  gas  property  in
which  the Partnership also has a working interest.  Certain properties  in
which  the Partnership has an interest are operated by the Managing General
Partner,  who  was  paid approximately $75,900 for administrative  overhead
attributable to operating such properties during 2002.

Certain  subsidiaries or affiliates of the Managing General Partner perform
various  oilfield services for properties in which the Partnership owns  an
interest.   Such  services aggregated approximately $18,200  for  the  year
ended December 31, 2002.

The  terms of the above transactions are similar to ones, which would  have
been  obtained  through arm's length negotiations with  unaffiliated  third
parties.

Item 14.  Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures.  The chief executive
officer  and chief financial officer of the Partnership's managing  general
partner have evaluated the effectiveness of the design and operation of the
Partnership's  disclosure controls and procedures (as defined  in  Exchange
Act  Rule 13a-14(c)) as of a date within 90 days of the filing date of this
annual  report. Based on that evaluation, the chief executive  officer  and
chief  financial  officer have concluded that the Partnership's  disclosure
controls  and procedures are effective to ensure that material  information
relating to the Partnership is made known to such officers by others within
these  entities,  particularly during the period  this  annual  report  was
prepared, in order to allow timely decisions regarding required disclosure.

(b)  Changes  in  Internal Controls.  There have not been  any  significant
changes  in  the Partnership's internal controls or in other  factors  that
could  significantly affect these controls subsequent to the date of  their
evaluation.

<PAGE>
                                 Part IV


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

          (a)(1)  Financial Statements:

                  Included in Part II of this report -

                  Independent Auditors Report
                  Balance Sheets
                  Statements of Operations
                  Statement of Changes in Partners' Equity
                  Statements of Cash Flows
                  Notes to Financial Statements

                     (2)  Schedules required by Article 12 of Regulation S-
                  X  are either omitted because they are not applicable  or
                  because  the  required  information  is  shown   in   the
                  financial statements or the notes thereto.

             (3)  Exhibits:

                                      4      (a)   Certificate  of  Limited
                          Partnership  of Southwest Royalties Institutional
                          Income  Fund X-B, L.P., dated November 27,  1990.
                          (Incorporated  by  reference  from  Partnership's
                          Form 10-K for the fiscal year ended December  31,
                          1990.)

                                            (b)    Agreement   of   Limited
                          Partnership  of Southwest Royalties Institutional
                          Income  Fund X-B, L.P. dated November  27,  1990.
                          (Incorporated  by  reference  from  Partnership's
                          Form 10-K for the fiscal year ended December  31,
                          1991.)

                  18.1 Letter re Change in Accounting Principles

                  99.1 Certification pursuant to 18 U.S.C. Section 1350
99.2 Certification pursuant to 18 U.S.C. Section 1350

          (b)     Reports on Form 8-K

                   There  were  no  reports filed on Form  8-K  during  the
              quarter ended December 31, 2002.
<PAGE>
                                Signatures


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


                          Southwest Royalties Institutional Income
                          Fund X-B, L.P., a Delaware limited partnership


                                        By:    Southwest  Royalties,  Inc.,
                                 Managing
                                   General Partner


                          By:    /s/ H. H. Wommack, III
                                 ------------------------------------------
-----
                                           H. H. Wommack, III, President


                          Date:  November 10, 2003

<PAGE>
                             POWER OF ATTORNEY

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature  appears
below hereby constitutes and appoints H.H. Wommack, III and Bill E. Coggin,
and each of them severally, his true and lawful attorney-in-fact and agent,
with  full  power of substitution and resubstitution, for him  and  in  his
name,  place  and  stead, in any and all capacities, to sign  any  and  all
amendment to this Report, and to file the same, with all exhibits  thereto,
and  other  documents  in  connection therewith, with  the  Securities  and
Exchange  Commission, granting unto said attorney-in-fact  and  agent  full
power  and  authority  to  do and perform each  and  every  act  and  thing
requisite and necessary to be done as fully to all intents and purposes  as
he  might  or could do in person, hereby ratifying and confirming that  all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

In  accordance with the Exchange Act, this report has been signed below  by
the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

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
Partnership and in the capacities and on the dates indicated.

/s/ H. H. Wommack, III                       /s/ Bill E. Coggin
---------------------------                  ------------------------
--------------------                         -----------------------
H.    H.   Wommack,    III,                  Bill      E.     Coggin,
Chairman of the Board,                       Executive Vice President
President,   Director   and                  and    Chief   Financial
Chief Executive Officer                      Officer

Date:     November 6, 2003                   Date:      November   6,
                                             2003


/s/ William P. Nicoletti                     /s/ James N. Chapman
---------------------------                  ------------------------
--------------------                         -----------------------
William    P.    Nicoletti,                  James     N.    Chapman,
Director                                     Director

Date:     November 10, 2003                  Date:      November   6,
                                             2003


/s/ Richard D. Rinehart                      /s/  Joseph J.  Radecki,
                                             Jr.
---------------------------                  ------------------------
--------------------                         -----------------------
Richard     D.    Rinehart,                  Joseph J. Radecki,  Jr.,
Director                                     Director

Date:     November 7, 2003                   Date:      November   4,
                                             2003


/s/  Herbert C. Williamson,
III
---------------------------                  ------------------------
--------------------                         -----------------------
Herbert C. Williamson, III,                  John M. White, Director
Director

Date:     November 7, 2003                   Date:




<PAGE>
                         CERTIFICATIONS

     I, H.H. Wommack, III, certify that:

     1.    I  have reviewed this annual report on Form 10-K/A  of
Southwest Royalties Institutional Income Fund X-B, L.P.;

     2.   Based on my knowledge, this annual report does not contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the  circumstances  under which such statements  were  made,  not
misleading  with  respect to the period covered  by  this  annual
report;

     3.   Based on my knowledge, the financial statements, and other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

     4.    The registrant's other certifying officers and  I  are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

    a)   designed such disclosure controls and procedures to ensure
    that material information relating to the registrant, including
    its  consolidated subsidiaries, is made known to us by others
    within those entities, particularly during the period in which
    this annual report is being prepared;

    b)   evaluated the effectiveness of the registrant's disclosure
    controls and procedures as of a date within 90 days prior to the
    filing date of this annual report (the "Evaluation Date"); and

    c)   presented in this annual report our conclusions about the
    effectiveness of the disclosure controls and procedures based on
    our evaluation as of the Evaluation Date;

     5.    The registrant's other certifying officers and I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

          a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the registrant's
          ability to record, process, summarize and report financial data
          and have identified for the registrant's auditors any material
          weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management
          or  other employees who have a significant role in  the
          registrant's internal controls; and

     6.    The registrant's other certifying officers and I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.

Date:  November 10, 2003

/s/ H.H. Wommack, III
H. H. Wommack, III
Chairman, President, Director and Chief Executive Officer
  of Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Royalties Institutional Income Fund X-B, L.P.

<PAGE>
                         CERTIFICATIONS

     I, Bill E. Coggin, certify that:

     1.    I  have reviewed this annual report on Form 10-K/A  of
Southwest Royalties Institutional Income Fund X-B, L.P.;

     2.   Based on my knowledge, this annual report does not contain
any  untrue  statement of a material fact  or  omit  to  state  a
material fact necessary to make the statements made, in light  of
the  circumstances  under which such statements  were  made,  not
misleading  with  respect to the period covered  by  this  annual
report;

     3.   Based on my knowledge, the financial statements, and other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

     4.    The registrant's other certifying officers and  I  are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure
     that material information relating to the registrant, including
     its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which
     this annual report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
     effectiveness of the disclosure controls and procedures based on
     our evaluation as of the Evaluation Date;

     5.    The registrant's other certifying officers and I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

     a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management
     or  other  employees  who  have a significant  role  in  the
     registrant's internal controls; and

     6.    The registrant's other certifying officers and I  have
indicated  in  this  annual  report whether  or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.

Date:  November 10, 2003

/s/ Bill E. Coggin
Bill E. Coggin
Executive Vice President
  and Chief Financial Officer of
  Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Royalties Institutional
  Income Fund X-B, L.P.

<PAGE>
                          Exhibit Index


Item No.     Description                                 Page No.

             Exhibit   18.1   Letter  re  Change  in   Accounting
             Principles                                   48

             Exhibit  99.1  Certification pursuant to  18  U.S.C.
             49
             Section 1350, as adopted pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002

             Exhibit  99.2  Certification pursuant to  18  U.S.C.
             50
             Section 1350, as adopted pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002

<PAGE>
                                                     EXHIBIT 18.1


June 4, 2003

Southwest Royalties, Inc. (As Managing General Partner of the
Partnerships)

Midland, Texas


Ladies and Gentlemen:

We  have  audited the balance sheets of the Southwest  Royalties,
Inc.    public   partnerships   (see   attached   listing)   (the
"Partnerships") as of December 31, 2002 and 2001, and the related
statements  of  operations, statements of  changes  in  partners'
equity,  and  cash flows for each of the years in the  three-year
period  ended December 31, 2002, and have reported thereon  under
date  of March 14, 2003.  The aforementioned financial statements
and  our  audit  report  thereon are  included  in  each  of  the
individual  Partnership's annual reports on Form 10-K/A  for  the
year ended December 31, 2002.

As   stated  in  Note  2  to  those  financial  statements,   the
Partnerships  changed their method of accounting for amortization
of  capitalized  costs from the units-of-revenue  method  to  the
units-of-production method, and that the newly adopted accounting
principle is preferable in the circumstances because the units-of-
production  method results in a better matching of the  costs  of
oil  and  gas production against the related revenue received  in
periods   of  volatile  prices  for  production  as   have   been
experienced  in  recent  periods.   Additionally,  the  units-of-
production  method is the predominant method used  by  full  cost
companies  in the oil and gas industry, accordingly,  the  change
improves   the  comparability  of  the  Partnerships'   financial
statements with its peer group.  In accordance with your request,
we  have  reviewed and discussed with Partnership  officials  the
circumstances and business judgment and planning upon  which  the
decision  to  make  this change in the method of  accounting  was
based.

With    regard   to   the   aforementioned   accounting   change,
authoritative  criteria have not been established for  evaluating
the  preferability  of one acceptable method of  accounting  over
another  acceptable  method.   However,  for  purposes   of   the
Partnership's compliance with the requirements of the  Securities
and Exchange Commission, we are furnishing this letter.

Based on our review and discussion, with reliance on management's
business judgment and planning, we concur that the newly  adopted
method   of   accounting  is  preferable  in  the   Partnerships'
circumstances.

Very truly yours,

KPMG LLP



<PAGE>

                    CERTIFICATION PURSUANT TO
                     19 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      In connection with the Annual Report of Southwest Royalties
Institutional   Income   Fund  X-B,  Limited   Partnership   (the
"Company") on Form 10-K/A for the period ending December 31, 2002
as  filed with the Securities and Exchange Commission on the date
hereof  (the  "Report"), I, H.H. Wommack,  III,  Chief  Executive
Officer  of the Managing General Partner of the Company, certify,
pursuant to 18 U.S.C.  1350, as adopted pursuant to  906  of  the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section
       13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in
       all material respects, the financial condition and results of
       operation of the Company.


Date:  November 10, 2003




/s/ H.H. Wommack, III
H. H. Wommack, III
Chairman, President, Director and Chief Executive Officer
  of Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Royalties Institutional Income Fund X-B, L.P.

<PAGE>
                    CERTIFICATION PURSUANT TO
                     19 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


   In  connection  with the Annual Report of Southwest  Royalties
Institutional   Income   Fund  X-B,  Limited   Partnership   (the
"Company") on Form 10-K/A for the period ending December 31, 2002
as  filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Bill E. Coggin, Chief Financial Officer
of the Managing General Partner of the Company, certify, pursuant
to  18 U.S.C.  1350, as adopted pursuant to  906 of the Sarbanes-
Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section
       13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in
       all material respects, the financial condition and results of
       operation of the Company.


Date:  November 10, 2003




/s/ Bill E. Coggin
Bill E. Coggin
Executive Vice President
  and Chief Financial Officer of
  Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Royalties Institutional Income Fund X-B, L.P.


<PAGE>