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                                FORM 10-Q


                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 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 0-17707


               Southwest Oil & Gas Income Fund VIII-A, L.P.
                  (Exact name of registrant as specified
                  in its limited partnership agreement)

Delaware                                75-2220097
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)               Identification No.)



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

                              (915) 686-9927
                      (Registrant's telephone number,
                           including area code)

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

                            Yes   X   No

        The total number of pages contained in this report is 14.

<PAGE>
                     PART I. - FINANCIAL INFORMATION


Item 1. Financial Statements

The  unaudited  condensed financial statements included  herein  have  been
prepared  by  the Registrant (herein also referred to as the "Partnership")
in  accordance  with generally accepted accounting principles  for  interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X.  Accordingly, they do not include all of the information
and  footnotes  required  by generally accepted accounting  principles  for
complete   financial  statements.   In  the  opinion  of  management,   all
adjustments necessary for a fair presentation have been included and are of
a  normal  recurring nature.  The financial statements should  be  read  in
conjunction with the audited financial statements and the notes thereto for
the  year ended December 31, 2001 which are found in the Registrant's  Form
10-K  Report  for  2001 filed with the Securities and Exchange  Commission.
The December 31, 2001 balance sheet included herein has been taken from the
Registrant's 2001 Form 10-K Report.  Operating results for the three  month
period  ended March 31, 2002 are not necessarily indicative of the  results
that may be expected for the full year.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.

                              Balance Sheets


                                                  March 31,     December 31,
                                                     2002           2001
                                                     ----           ----
                                                 (unaudited)
  Assets
  ------

Current assets:
 Cash and cash equivalents                   $        21,432       37,385
 Receivable from Managing General Partner             81,428       59,724

---------                                    ---------
                                                 Total    current    assets
102,860                                      97,109

---------                                    ---------

Oil and gas properties - using the full-
 cost method of accounting                         5,404,789    5,391,725
  Less accumulated depreciation,
                                               depletion  and  amortization
5,080,466                                    5,074,466

---------                                    ---------
                                              Net  oil  and gas  properties
324,323                                      317,259

---------                                    ---------
                                                                          $
427,183                                      414,368

=========                                    =========

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

Current liability - distribution payable     $           227          321

---------                                    ---------
Partners' equity -
 General partners                                      7,297        5,406
 Limited partners                                    419,659      408,641

---------                                    ---------
                                                Total    partners'   equity
426,956                                      414,047

---------                                    ---------
                                                                          $
427,183                                      414,368

=========                                    =========

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.

                         Statements of Operations
                               (unaudited)


                                                        Three Months Ended
                                                            March 31,
                                                          2002      2001
                                                          ----      ----
  Revenues
  --------

Oil and gas                                         $   231,399    393,781
Interest                                                    148      1,724
                                                        -------    -------
                                                        231,547    395,505
                                                        -------    -------
  Expenses
  --------

Production                                              154,544    137,114
General and administrative                               26,094     25,910
Depreciation, depletion and amortization                  6,000      8,000
                                                        -------    -------
                                                        186,638    171,024
                                                        -------    -------
Net income                                          $    44,909    224,481
                                                        =======    =======
Net income allocated to:

 Managing General Partner                           $     4,582     20,923
                                                        =======    =======
 General partner                                    $       509      2,325
                                                        =======    =======
 Limited partners                                   $    39,818    201,233
                                                        =======    =======
  Per limited partner unit                          $      2.93     14.80
                                                        =======    =======

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.

                         Statements of Cash Flows
                               (unaudited)


                                                        Three Months Ended
                                                            March 31,
                                                          2002      2001
                                                          ----      ----
Cash flows from operating activities:

 Cash received from oil and gas sales               $   215,039    408,369
 Cash paid to suppliers                               (185,982)  (189,524)
 Interest received                                          148      1,724
                                                       --------   --------
  Net cash provided by operating activities              29,205    220,569
                                                       --------   --------
Cash flows from investing activities:

 Sale of oil and gas properties                               -        200
 Additions to oil and gas properties                   (13,064)      (685)
                                                       --------   --------
  Net cash used in investing activities                (13,064)      (485)
                                                       --------   --------
Cash flows used in financing activities:

 Distributions to partners                             (32,094)  (275,179)
                                                       --------   --------

Net decrease in cash and cash equivalents              (15,953)   (55,095)

 Beginning of period                                     37,385    111,937
                                                       --------   --------
 End of period                                      $    21,432     56,842
                                                       ========   ========

Reconciliation of net income to net cash
 provided by operating activities:

Net income                                          $    44,909    224,481

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

  Depreciation, depletion and amortization                6,000      8,000
  (Increase) decrease in receivables                   (16,360)     14,588
  Decrease in payables                                  (5,344)   (26,500)
                                                        -------    -------
Net cash provided by operating activities           $    29,205    220,569
                                                        =======    =======


<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


1.   Organization
     Southwest  Oil & Gas Income Fund VIII-A, L.P. was organized under  the
     laws of the state of Delaware on November 30, 1987, 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:

                                                     Limited      General
                                                     Partners     Partners
                                                     --------     --------
     Interest income on capital contributions          100%          -
     Oil and gas sales                                  90%         10%
     All other revenues                                 90%         10%
     Organization and offering costs (1)               100%          -
     Amortization of organization costs                100%          -
     Syndication costs                                 100%          -
     Property acquisition costs                        100%          -
     Gain/loss on property disposition                  90%         10%
     Operating and administrative costs (2)             90%         10%
     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
     The  interim financial information as of March 31, 2002, and  for  the
     three  months ended March 31, 2002, is unaudited.  Certain information
     and  footnote  disclosures normally included in  financial  statements
     prepared  in accordance with generally accepted accounting  principles
     have been condensed or omitted in this Form 10-Q pursuant to the rules
     and  regulations of the Securities and Exchange Commission.   However,
     in  the  opinion  of  management, these interim  financial  statements
     include all the necessary adjustments to fairly present the results of
     the interim periods and all such adjustments are of a normal recurring
     nature.  The interim consolidated financial statements should be  read
     in  conjunction  with the audited financial statements  for  the  year
     ended December 31, 2001.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations

General

Southwest  Oil & Gas Income Fund VIII-A, L.P. was organized as  a  Delaware
limited  partnership  on November 30, 1987. The offering  of  such  limited
partnership interests began on March 31, 1988, minimum capital requirements
were  met  on July 6, 1988, and the offering concluded on March  31,  1989,
with total limited partner contributions of $6,798,000.

The  Partnership was formed to acquire interests in producing oil  and  gas
properties,  to produce and market crude oil and natural gas produced  from
such properties, and to distribute the net proceeds from operations to  the
limited  and  general partners.  Net revenues from producing  oil  and  gas
properties are not reinvested in other revenue producing assets  except  to
the extent that production facilities and wells are improved or reworked or
where methods are employed to improve or enable more efficient recovery  of
oil and gas reserves.

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,  increases
and  decreases  in  lease operating expenses, enhanced  recovery  projects,
offset  drilling  activities pursuant to farm-out  arrangements,  sales  of
properties,  and  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 partners  is
therefore expected to fluctuate in later years based on these factors.

Based on current conditions, management anticipates performing no workovers
during 2002 to enhance production.  Workovers may be performed in the  year
2004.    The   partnership  will  most  likely  experience  the  historical
production decline of approximately 9% per year.

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.

The  Partnership's policy for depreciation, depletion and  amortization  of
oil  and  gas  properties is computed under the units  of  revenue  method.
Under the units of revenue method, depreciation, depletion and amortization
is  computed  on  the  basis of current gross revenues from  production  in
relation  to future gross revenues, based on current prices, from estimated
production of proved oil and gas reserves.

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.  As of March 31, 2002, the net capitalized costs did  not
exceed the estimated present value of oil and gas reserves.

Under  the  units of revenue method, the Partnership computes the provision
by  multiplying the total unamortized cost of oil and gas properties by  an
overall  rate  determined by dividing (a) oil and gas revenues  during  the
period  by (b) the total future gross oil and gas revenues as estimated  by
the  Partnership's  independent petroleum consultants.   It  is  reasonably
possible  that  those estimates of anticipated future gross  revenues,  the
remaining estimated economic life of the product, or both could be  changed
significantly in the near term due to the potential fluctuation of oil  and
gas prices or production.  The depletion estimate would also be affected by
this change.

<PAGE>
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.

The  Partnership's policy for depreciation, depletion and  amortization  of
oil  and  gas  properties is computed under the units  of  revenue  method.
Under the units of revenue method, depreciation, depletion and amortization
is  computed  on  the  basis of current gross revenues from  production  in
relation  to future gross revenues, based on current prices, from estimated
production of proved oil and gas reserves.

<PAGE>
Results of Operations

A. General Comparison of the Quarters Ended March 31, 2002 and 2001

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

                                               Three Months
                                                  Ended         Percentage
                                                March 31,         Increase
                                              2002      2001     (Decrease)
                                              ----      ----     ----------
Average price per barrel of oil           $   19.91     26.20    (24%)
Average price per mcf of gas              $    2.35      7.19    (67%)
Oil production in barrels                    10,300    11,000     (6%)
Gas production in mcf                        11,200    14,700    (24%)
Gross oil and gas revenue                 $ 231,399   393,781    (41%)
Net oil and gas revenue                   $  76,855   256,667    (70%)
Partnership distributions                 $  32,000   275,000    (88%)
Limited partner distributions             $  28,800   247,500    (88%)
Per unit distribution to limited
 partners                                 $    2.12     18.20    (88%)
Number of limited partner units              13,596    13,596

Revenues

The  Partnership's oil and gas revenues decreased to $231,399 from $393,781
for the quarters ended March 31, 2002 and 2001, respectively, a decrease of
41%.   The principal factors affecting the comparison of the quarters ended
March 31, 2002 and 2001 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the quarter ended March 31, 2002 as compared  to  the
    quarter ended March 31, 2001 by 24%, or $6.29 per barrel, resulting  in
    a  decrease of approximately $64,800 in revenues. Oil sales represented
    89%  of total oil and gas sales during the quarter ended March 31, 2002
    as compared to 73% during the quarter ended March 31, 2001.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 67%, or $4.84 per mcf, resulting in
    a decrease of approximately $54,200 in revenues.

    The  total  decrease in revenues due to the change in  prices  received
    from  oil  and  gas production is approximately $119,000.   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 700 barrels or  6%  during  the
    quarter ended March 31, 2002 as compared to the quarter ended March 31,
    2001, resulting in a decrease of approximately $18,300 in revenues.

    Gas production decreased approximately 3,500 mcf or 24% during the same
    period, resulting in a decrease of approximately $25,200 in revenues.

    The  total  decrease  in revenues due to the change  in  production  is
    approximately $43,500.  The decrease in gas production is due primarily
    to downtime on one lease.

Costs and Expenses

Total  costs  and  expenses increased to $186,638  from  $171,024  for  the
quarters  ended March 31, 2002 and 2001, respectively, an increase  of  9%.
The  increase is the result of higher lease operating cost and general  and
administrative  expense,  partially  offset  by  a  decrease  in  depletion
expense.

1.  Lease  operating  costs  and  production  taxes  were  13%  higher,  or
    approximately $17,400 more during the quarter ended March 31,  2002  as
    compared to the quarter ended March 31, 2001.

2.  General and administrative costs consist of independent accounting  and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs increased 1%
    or  approximately  $200  during the quarter ended  March  31,  2002  as
    compared to the quarter ended March 31, 2001.

3.  Depletion  expense decreased to $6,000 for the quarter ended March  31,
    2002  from  $8,000  for  the same period in 2001.   This  represents  a
    decrease  of 25%.  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.   Contributing
    factors  to  the decrease in depletion expense between the  comparative
    periods  were  the decrease in the price of gas used to  determine  the
    Partnership's reserves for April 1, 2002 as compared to 2001,  and  the
    decrease  in  oil  and gas revenues received by the Partnership  during
    2002 as compared to 2001.

<PAGE>
Liquidity and Capital Resources

The  primary source of cash is from operations, the receipt of income  from
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 $29,200  in
the  quarter ended March 31, 2002 as compared to approximately $220,600  in
the quarter ended March 31, 2001.  The primary source of the 2002 cash flow
from operating activities was profitable operations.

Cash  flows used in investing activities were $13,100 in the quarter  ended
March  31,  2002 as compared to $500 in the quarter ended March  31,  2001.
The  principle use of the 2002 cash flow from investing activities was  the
additions of oil and gas properties.

Cash  flows used in financing activities were approximately $32,100 in  the
quarter ended March 31, 2002 as compared to approximately $275,200  in  the
quarter ended March 31, 2001.  The only use in financing activities was the
distributions to partners.

Total distributions during the quarter ended March 31, 2002 were $32,000 of
which  $28,800  was distributed to the limited partners and $3,200  to  the
general partners.  The per unit distribution to limited partners during the
quarter  ended  March 31, 2002 was $2.12.  Total distributions  during  the
quarter  ended  March  31,  2001  were  $275,000  of  which  $247,500   was
distributed  to  the limited partners and $27,500 to the general  partners.
The  per  unit  distribution to limited partners during the  quarter  ended
March 31, 2001 was $18.20.

The  sources  for  the  2002  distributions of $32,000  were  oil  and  gas
operations  of approximately $29,200, with the balance from available  cash
on  hand  at  the  beginning  of the period.   The  sources  for  the  2001
distributions  of  $275,000  were oil and gas operations  of  approximately
$220,600, with the balance from available cash on hand at the beginning  of
the period.

Since  inception of the Partnership, cumulative monthly cash  distributions
of  $8,450,924  have  been made to the partners.  As  of  March  31,  2002,
$7,650,703 or $562.72 per limited partner unit has been distributed to  the
limited partners, representing a 113% return of the capital contributed.

As of March 31, 2002, the Partnership had approximately $102,600 in working
capital.   The  Managing  General Partner knows of no  unusual  contractual
commitments  and  believes  the  revenues  generated  from  operations  are
adequate to meet the needs of the Partnership.

<PAGE>
Liquidity - Managing General Partner

The  Managing General Partner has a highly leveraged capital structure with
$50.0  million and $123.7 million of principal due in August  of  2003  and
October  of  2004, respectively.  The Managing General Partner  will  incur
approximately  $17.6  million in interest payments  in  2002  on  its  debt
obligations. Due to the depressed commodity prices experienced  during  the
last  quarter  of  2001,  the  Managing  General  Partner  is  experiencing
difficulty  in generating sufficient cash flow to meet its obligations  and
sustain its operations.  The Managing General Partner is currently  in  the
process  of  renegotiating the terms of its various  obligations  with  its
creditors  and/or  attempting  to seek new  lenders  or  equity  investors.
Additionally,  the  Managing General Partner would  consider  disposing  of
certain assets in order to meet its obligations.

There  can  be  no  assurance  that  the Managing  General  Partner's  debt
restructuring efforts will be successful or that the lenders will agree  to
a   course   of  action  consistent  with  the  Managing  General  Partners
requirements  in restructuring the obligations.  Even if such agreement  is
reached,  it  may  require approval of additional  lenders,  which  is  not
assured.   Furthermore, there can be no assurance that the sales of  assets
can  be  successfully  accomplished on terms  acceptable  to  the  Managing
General   Partner.   Under  current  circumstances,  the  Managing  General
Partner's  ability to continue as a going concern depends upon its  ability
to  (1)  successfully  restructure  its obligations  or  obtain  additional
financing  as  may  be  required, (2) maintain  compliance  with  all  debt
covenants, (3) generate sufficient cash flow to meet its obligations  on  a
timely  basis, and (4) achieve satisfactory levels of future earnings.   If
the  Managing  General Partner is unsuccessful in its efforts,  it  may  be
unable to meet its obligations making it necessary to undertake such  other
actions  as  may  be  appropriate  to  preserve  asset  values.   Upon  the
occurrence of any event of dissolution by the Managing General Partner, the
holders  of  a  majority of limited partnership interests may,  by  written
agreement,  elect  to  continue the business  of  the  Partnership  in  the
Partnership's   name,  with  Partnership  property,  in   a   reconstituted
partnership under the terms of the partnership agreement and to designate a
successor  Managing General Partner.  The Managing General  Partner  as  of
April  19, 2002, successfully completed an exchange of a portion  of  their
bond  debt  for equity and performed a refinancing of its revolving  credit
facility.

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 Managing General Partner is currently assessing the impact
on the partnerships financial statements.

On  October 3, 2001, the FASB issued Statement No. 144 "Accounting for  the
Impairment   or   Disposal  of  Long-Lived  Assets."   This   pronouncement
supercedes FAS 121 "Accounting for the Impairment of Long-Lived Assets  and
for  Long-Lived  Assets to Be Disposed" and eliminates the  requirement  of
Statement  121 to allocate goodwill to long-lived assets to be  tested  for
impairment.   The provisions of this statement are effective for  financial
statements issued for fiscal years beginning after December 15,  2001,  and
interim  periods  within those fiscal years.  Assessment  by  the  Managing
General  Partner  revealed this pronouncement to  have  no  impact  on  the
partnerships.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

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

<PAGE>
                       PART II. - OTHER INFORMATION


Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

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

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

               (a)  Reports on Form 8-K:

                     No  reports on Form 8-K were filed during the  quarter
               for which this report is filed.

<PAGE>
                                SIGNATURES


Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.


                              SOUTHWEST OIL & GAS
                              INCOME FUND VIII-A, L.P.
                              a Delaware limited partnership


                              By:  Southwest Royalties, Inc.
                                   Managing General Partner


                              By:  /s/ Bill E. Coggin
                                   ------------------------------
                                   Bill E. Coggin, Vice President
                                   and Chief Financial Officer


Date:  May 15, 2002

<PAGE>