FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


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

     For the Quarterly Period Ended March 31, 1997

                                          OR

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


     Commission file number 0-10269


                                C&K 1981 FUND-B, LTD.
                (Exact name of registrant as specified in its charter)


                    Texas                               76-0307699    
        (State or other jurisdiction of             (I.R.S.  Employer
        incorporation or organization)             Identification No.)


     7555 East Hampden Avenue, Suite 600,
               Denver, Colorado                            80231      
   (Address of principal executive offices)            (Zip Code)


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

                                                  Name of Each Exchange
              Tile of Each Class                    Which Registered

                     None                                 None


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


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

                                     X             
                                     Yes       No

              The C&K 1981 Fund-B, Ltd. is a Texas limited partnership.
     <PAGE> 


                                  INDEX TO FORM 10-Q
                                C&K 1981 Fund-B, Ltd.


     PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheets
              March 31, 1997 and December 31, 1996

              Statements of Operations
              Three months ended March 31, 1997 and 1996

              Statements of Changes in Partners' Capital (Deficit)
              Three months ended March 31, 1997 and 1996

              Statements of Cash Flows
              Three months ended March 31, 1997 and 1996

              Notes to the Financial Statements

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


     PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


     SIGNATURE
     <PAGE> 













                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                                    BALANCE SHEETS
                                     (Unaudited)

                                        ASSETS

     <TABLE>
     <CAPTION>
                                                March 31,        December 31,
                                                  1997               1996
     <S>                                     <C>                 <C>
     Current Assets:

     Cash                                    $     72,227        $    71,783 

        Total Current Assets                       72,227             71,783 

     Oil and gas properties and equipment,
        at cost, using the full cost
        method of accounting                   22,973,603         22,969,498 

     Less:  Accumulated depreciation,
        depletion and amortization            (22,452,090)       (22,415,798)

                                                  521,513            553,700 

     Total Assets                            $    593,740       $    625,483 


                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


     Accrued liabilities                     $     11,896       $     14,833 

     Long-term payable to General Partner       2,454,785          2,435,366 

        Total Liabilities                       2,466,681          2,450,199 

     Partners' Capital (Deficit):
        General Partner                           152,002            160,388 
        Consenting Limited Partners               222,469            210,434 
        Nonconsenting Limited Partners         (2,247,314)        (2,195,062)
        Combining adjustment                          (98)              (476)

           Total Partners' Capital (Deficit)   (1,872,941)        (1,824,716)

     Total Liabilities and
        Partners' Capital (Deficit)          $    593,740       $    625,483 
     </TABLE>
     [FN]

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



                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)

<TABLE>
<CAPTION>

                                                 Three months ended March 31,  
                                                    1997              1996
     <S>                                          <C>               <C>
     Revenues:
        Oil and gas sales                         $219,212          $135,600 
        Interest income                                444               572 
                                                   219,656           136,172 

     Expenses:
        Lease operating                             36,920            15,902 
        Production tax                              24,405            17,445 
        Marketing deductions                           679             3,621 
        Depreciation, depletion and
         amortization                               36,292            18,444 
        General and administrative                  74,063            70,252 
        Interest - Affiliated                       52,251            48,330 

                                                   224,610           173,994 

     Net loss                                     $ (4,954)         $(37,822)

     Net income (loss) allocation:
        General Partner                           $ 34,885          $  6,519 
        Consenting Limited Partners                 12,035             3,132 
        Nonconsenting Limited Partners             (52,252)          (47,365)
        Combining adjustment                           378              (108)

     Net loss                                     $ (4,954)         $(37,822)

     Net income per consenting limited
        partnership unit (2,751 outstanding)      $   4.37          $   1.14 

     Net loss per nonconsenting limited
        partnership unit (982 outstanding)        $ (53.21)         $ (48.23)
     </TABLE>
     [FN]

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










                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                     (Unaudited)

<TABLE>
<CAPTION>
                                     Three months ended March 31, 1996 
                                                Non-
                                  Consenting Consenting  Combining
                          General   Limited    Limited   Adjustment
                          Partner  Partners   Partners    (Note 3)     Total
     <S>                <C>        <C>       <C>           <C>      <C>
     Balance at
       January 1, 1996  $178,807   $206,681  $(1,992,702)  $1,130   $(1,606,084)

     Contributions        42,349      --           --         --         42,349 
     Distributions       (57,272)     --           --         --        (57,272)
     Net income (loss)     6,519      3,132      (47,365)    (108)      (37,822)

     Balance at
       March 31, 1996   $170,403   $209,813  $(2,040,067)  $1,022   $(1,658,829)



                                  Three months ended March 31, 1997
                                                Non-
                                  Consenting Consenting  Combining
                          General   Limited    Limited   Adjustment
                          Partner  Partners   Partners    (Note 3)     Total

     <S>                <C>        <C>       <C>          <C>      <C>
     Balance at
       January 1, 1997  $160,388   $210,434  $(2,195,062) $  (476) $(1,824,716)

     Contributions        53,798       --         --         --         53,798 
     Distributions       (97,069)      --         --         --        (97,069)
     Net income (loss)    34,885     12,035      (52,252)     378       (4,954)

     Balance at
       March 31, 1997   $152,002   $222,469  $(2,247,314) $   (98) $(1,872,941)
     </TABLE>
     [FN]

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











                                C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)


<TABLE>
<CAPTION>
                                                   Three months ended March 31,
                                                         1997         1996
     <S>                                              <C>          <C>
     Cash flows from operating activities:
      Net loss                                        $ (4,954)     $(37,822)
      Adjustments to reconcile net loss to net cash
        provided by operating activities:
          Depreciation, depletion
           and amortization                             36,292        18,444 
          Changes in operating assets
           and liabilities:
            Increase in payable to General Partner      19,419        42,578 
            Decrease in accrued liabilities             (2,937)       (9,301)

        Net cash provided by operating activities       47,820        13,899 

     Cash flows from investing activities:
      Retirements of (additions to) oil and gas
        properties and equipment                        (4,105)        1,596 

        Net cash provided by (used in)
          investing activities                          (4,105)        1,596 

     Cash flows from financing activities:
      Distributions to General Partner                 (97,069)      (57,272)
      Contributions by General Partner                  53,798        42,349 

        Net cash used in financing activities          (43,271)      (14,923)

     Net increase in cash                                  444           572 

     Cash at beginning of period                        71,783        69,600 

     Cash at end of period                            $ 72,227      $ 70,172 
     </TABLE>
     [FN]

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










                                 C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)


     NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

         The C&K 1981 Fund-B, Ltd. (the "Partnership"), a Texas Limited
     Partnership, was organized on December 16, 1980, to acquire, explore,
     develop and operate onshore oil and gas properties in the United States
     and commenced operations on June 1, 1981.  Total initial Limited Partner
     contributions were $9,332,500 including $100,000 contributed by C&K
     Petroleum, Inc. ("C&K"), the initial General Partner.  On September 15,
     1982, C&K requested the Limited Partners to pay an additional assessment
     of $2,333,125, or 25% of their initial contributions.  Of this amount,
     C&K paid $613,750 for 209 Limited Partners who declined to pay their
     share of the additional assessment (Nonconsenting Limited Partners).
     Nonconsenting Limited Partners are subject to a penalty in an amount
     equal to 300% of the additional assessment paid by the General Partner.

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

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

         On January 1, 1997, CODY created two new subsidiary companies to hold
     its Texas assets.  To the first company, CODY TEXAS, L.P., a Texas
     limited partnership ("CODY TEXAS"), CODY transferred its interest in the
     Partnership, with CODY TEXAS becoming the successor general partner of the
     Partnership.  The second company, Cody Oil and Gas, Inc., a wholly owned
     subsidiary of CODY, serves as the general partner of CODY TEXAS.

       Basis of Accounting

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

       Oil and Gas Properties

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

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

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

       New Accounting Standard

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

       Net Income (Loss) per Limited Partnership Unit

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

       Contributions and Distributions

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

       Payable to the General Partner

         The long-term payable to the General Partner is the Nonconsenting
     Limited Partners' obligation to the General Partner for their share of
     costs, arising from Partnership operations, which are funded entirely by
     the General Partner.  The current portion of the liability includes the
     amount estimated to be collectible from the Nonconsenting Limited
     Partners' net operating revenues over the current operating cycle (one
     year) and certain other amounts due from the Consenting Limited Partners.

       Revenue Recognition

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

       Concentration of Credit Risk 

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

       Use of Estimates

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

       Reclassification

         Certain amounts from prior years have been reclassified to be
     consistent with the financial statement presentation for 1997.  Such
     reclassifications had no effect on net income.

     NOTE 2 - GAS CONTRACT

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

     NOTE 3 - ALLOCATION OF PARTNERSHIP REVENUES, COSTS AND EXPENSES

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

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

        As discussed in Note 1, the General Partner paid $613,750 of the
     additional assessment for 209 Limited Partners (the Nonconsenting Limited
     Partners) who declined to pay their share of the additional assessment. 
     Each such Nonconsenting Limited Partner's interest in the costs and
     revenues of the Assessment Operations was suspended and accrues to the
     benefit of the General Partner until Partnership revenues, less expenses,
     related to the production of such revenues attributable to the Assessment
     Operations, in an amount equal to 300% ($1,841,250) of the additional
     assessment have been credited to the General Partner.  As of March 31,
     1997, $1,008,307 of revenue in excess of expenses has been allocated to
     the General Partner.

        The depreciation, depletion and amortization provision is calculated
     based on discrete calculations utilizing the Partnership's and the
     partners' share of the related capital costs and estimated future net
     revenues.  For financial statement purposes, each partner's provision has
     been increased by the amount that his share of unamortized costs exceeded
     the capitalization ceiling.  At March 31, 1997 and 1996, the net
     capitalized costs of the Partnership's oil and gas properties did not
     exceed the capitalization ceiling.

        The combining adjustment included in partners' capital of $(98) and
     $1,022 at March 31, 1997 and 1996, respectively, represents the difference
     resulting from computing the full cost ceiling test on the total
     partnership basis, which is used for financial reporting purposes, and the
     limited partners and general partner basis.  The adjustment is an
     allocation of partners' capital and does not affect income.


     NOTE 4 - PURCHASE OF LIMITED PARTNERS' INTERESTS

        The Limited Partners may require the General Partner to purchase up to
     ten percent of their interests annually.  The purchase price is based on
     the Limited Partners' proportionate share of the sum of (i) two-thirds of
     the present worth of estimated future net revenues discounted at the prime
     rate in effect on the applicable valuation date plus one percent, (ii) the
     present value of the estimated salvage value of all production facilities
     and tangible assets, and (iii) the net book value of all other assets and
     liabilities.

        In addition to the 40 units purchased by the General Partner for its
     initial capital contribution, a total of 1,475.50 units had been purchased
     from Limited Partners as of December 31, 1996.  At January 1, 1997, the
     General Partner calculated a purchase price of $134.03 per unit for those
     Limited Partners who paid the additional assessment ( Consenting Limited
     Partners ).  The purchase price calculations for the Nonconsenting Limited
     Partners did not result in a positive amount per unit and, therefore, the
     General Partner has not offered to purchase such units during 1997.  The
     General Partner will, however, accept assignment of any nonconsenting 
     units that the Nonconsenting Limited Partners wish to transer to the
     General Partner.  Both partner groups have until June 30, 1997 to tender
     units.  At March 31, 1997, the General Partner owned a total of 1,515.50
     Consenting Limited Partner units.


     NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

        The General Partner is reimbursed for administrative and overhead costs
     incurred in conducting the business of the Partnership.  Such 
     reimbursements have been the maximum allowed under the terms of the
     Partnership Agreement and were $69,994 for each three month period ended
     March 31, 1997 and 1996.

        During the first three months of 1997 and 1996, the Partnership
     distributed $97,069 and $57,272, respectively, to the General Partner for
     its allocated share of net revenues, and the General Partner contributed
     $53,798 and $42,349, respectively, for its share of costs and expenses.

        After such time as total contributions from the Limited Partners have
     been expended, the General Partner may advance funds to the Limited
     Partners for their share of costs and expenses for continuing operations. 
     Interest was charged to the Limited Partners on such advances at a rate
     which approximated 9.3% and 9.4% during the three months ended March 31,
     1997 and 1996, respectively.  The General Partner is reimbursed for funds
     advanced to the Limited Partners from revenues otherwise allocable to the
     Limited Partners.


     NOTE 6 - INCOME TAXES

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


     NOTE 7 - CONTINGENCIES

        The Partnership has a net capital deficiency.  As a result of the
     deficit capital position of the Nonconsenting Limited Partners, all net
     cash flows attributable to the Nonconsenting Limited Partners' share of
     the Partnership's operations are presently applied entirely against their
     indebtedness for past advances by the General Partner and are not available
     to fund Partnership needs.  Funds required by the Partnership in excess of
     those generated by the operations attributable to different partner
     interests will be advanced by the General Partner.

        The General Partner is currently considering either transferring its
     limited partner and general partner interests in the Partnership,
     withdrawing as general partner of the Partnership, or taking other actions
     to reduce its responsibilities in the Partnership, which could lead to the
     ultimate dissolution of the Partnership.  These conditions raise
     substantial doubt about the Partnership's ability to continue as a going
     concern.  As long as CODY TEXAS remains the General Partner of the
     Partnership, GCEC intends to continue advancing funds required by the
     Partnership in excess of those generated by operations, through CODY
     TEXAS.  The accompanying financial statements do not include any
     adjustments that might result from the outcome of this uncertainty. 



                                C&K 1981 FUND-B, LTD.


     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

     LIQUIDITY AND CAPITAL RESOURCES

        Net cash provided by operating activities for the three months ended
     March 31, 1997 was $47,820, compared to $13,899 for the corresponding
     period in 1996.  This increase was primarily the result of increased 
     oil and gas revenues in 1997.

        The Partnership has made no immediate plans for additional exploratory
     or developmental capital programs in 1997, except those necessary for
     maintaining well productivity.

        The Consenting Limited Partners' financing requirements for operating
     expenses and capital projects are currently provided by revenues from their
     share of the Partnership's operations.  The Partnership does not consider
     long-term financing arrangements on behalf of the Consenting Limited
     Partners, from the General Partner or other sources, as necessary at this
     time.

        As a result of the deficit capital position of the Nonconsenting Limited
     Partners, all net cash flows attributable to the Nonconsenting Limited
     Partners' share of the Partnership's operations are presently applied
     entirely against their indebtedness for past advances by the General
     Partner and are not available to fund Partnership needs.  Funds required by
     the Partnership in excess of those generated by operations attributable to
     the different partner interests will be advanced by the General Partner.

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


     RESULTS OF OPERATIONS

        The Partnership reported a net loss of $4,954 for the three months
     ended March 31, 1997, compared to a net loss of $37,822 reported for the
     same period in 1996.  This positive variance was primarily attributable to
     increased oil and gas revenues.

        Crude oil and natural gas sales for the three months ended March 31,
     1997 were $219,212, an increase of $83,612, or 62% compared to the same
     period in 1996.  Crude oil production increased to 88 barrels per day
     while natural gas and plant products decreased to 90 thousand cubic feet
    ("mcf") and 32 equivalent mcf per day, respectively, during the first
     quarter of 1997, compared to the 1996 level of 63 barrels, 115 mcf, and 39
     equivalent mcf, respectively.  During the first quarter of 1997, average 
     sales prices were $22.91 per barrel for crude oil, $2.88 per mcf for
     natural gas, and $3.07 per equivalent mcf for plant products, compared to
     $18.53 per barrel, $2.31 per mcf, and $1.64 per equivalent mcf,
     respectively, for the same period in 1996.

        Lease operating expense for the three months ended March 31, 1997
     increased $21,018 or 132% compared to the corresponding period in 1996. 
     This increase is partially do to a timing difference for right-of-way
     charges on the McIlhenny wells in Louisiana, which were expensed in the
     second quarter of 1996.  Lease operating expenses also increased due to
     approximately $5,100 spent on a workover to enhance production on the
     McIlhenny #1-Sidetrack #3 well, in addition to the normal monthly 
     operating expenses on that well.  Production tax expense for the first
     quarter of 1997 increased $6,960 or 40% compared to the same period 
     in 1996, which related primarily to the increase in crude oil production.
     Marketing deductions were $679 for the three months ended March 31, 1997
     compared to $3,621 for the three months ended March 31, 1996.
     Depreciation, depletion and amortization expense increased $17,848 or
     97% compared to the corresponding period in 1996.  This increase
     is the result of increases in oil and gas revenues and additions to the
     depletion base and reserves assigned to the properties by independent
     reserve engineers, effective January 1, 1997.  General and administrative
     expenses for the first quarter of 1997 increased $3,811 or 5% compared to
     the same period in 1996.  Interest expense increased $3,921 or 8%
     compared to the corresponding period in 1996, resulting from an increase
     in the payable to the General Partner since the first quarter of 1996.
<PAGE>


                             PART II - OTHER INFORMATION
                                C&K 1981 FUND-B, LTD.


     Item 1.  Legal Proceedings

              None.

     Item 2.  Changes in Securities

              None.

     Item 3.  Defaults Upon Senior Securities

              None.

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

              Not applicable.

     Item 5.  Other Information

              None.

     Item 6.  Exhibits and Reports on Form 8-K

              None. 
<PAGE>



                                      SIGNATURE


        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.



                                           C&K 1981 Fund-B, LTD.
                                           (Registrant)



                                       By: /s/ Dan R. Taylor              
                                           Dan R. Taylor
                                           Vice President, Finance & Accounting
                                           CODY TEXAS, L.P.
                                           Successor General Partner 


Date:  May 13, 1997













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FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

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

     For the Quarterly Period Ended March 31, 1997

                                          OR

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

     Commission file number 0-10269

                                C&K 1981 FUND-B, LTD.
                (Exact name of registrant as specified in its charter)

                    Texas                               76-0307699    
        (State or other jurisdiction of             (I.R.S.  Employer
        incorporation or organization)             Identification No.)

     7555 East Hampden Avenue, Suite 600,
               Denver, Colorado                            80231      
   (Address of principal executive offices)            (Zip Code)

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

                                                  Name of Each Exchange
              Tile of Each Class                    Which Registered

                     None                                 None

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

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

                                     X             
                                     Yes       No

              The C&K 1981 Fund-B, Ltd. is a Texas limited partnership.
INDEX TO FORM 10-Q
                                C&K 1981 Fund-B, Ltd.

     PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheets
              March 31, 1997 and December 31, 1996

              Statements of Operations
              Three months ended March 31, 1997 and 1996

              Statements of Changes in Partners' Capital (Deficit)
              Three months ended March 31, 1997 and 1996

              Statements of Cash Flows
              Three months ended March 31, 1997 and 1996

              Notes to the Financial Statements

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

     PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities

     Item 3.  Defaults upon Senior Securities

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

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K

     SIGNATURE
C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                                    BALANCE SHEETS
                                     (Unaudited)

                                        ASSETS
March 31,        December 31,
                                                  1997               1996
Current Assets:

     Cash                                    $     72,227        $    71,783 

        Total Current Assets                       72,227             71,783 

     Oil and gas properties and equipment,
        at cost, using the full cost
        method of accounting                   22,973,603         22,969,498 

     Less:  Accumulated depreciation,
        depletion and amortization            (22,452,090)       (22,415,798)

                                                  521,513            553,700 

     Total Assets                            $    593,740       $    625,483 

                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

     Accrued liabilities                     $     11,896       $     14,833 

     Long-term payable to General Partner       2,454,785          2,435,366 

        Total Liabilities                       2,466,681          2,450,199 

     Partners' Capital (Deficit):
        General Partner                           152,002            160,388 
        Consenting Limited Partners               222,469            210,434 
        Nonconsenting Limited Partners         (2,247,314)        (2,195,062)
        Combining adjustment                          (98)              (476)

           Total Partners' Capital (Deficit)   (1,872,941)        (1,824,716)

     Total Liabilities and
        Partners' Capital (Deficit)          $    593,740       $    625,483
[FN]

      The accompanying notes are an integral part of these financial statements.
C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF OPERATIONS
                                     (Unaudited)
Three months ended March 31,  
                                                    1997              1996
Revenues:
        Oil and gas sales                         $219,212          $135,600 
        Interest income                                444               572 
                                                   219,656           136,172 

     Expenses:
        Lease operating                             36,920            15,902 
        Production tax                              24,405            17,445 
        Marketing deductions                           679             3,621 
        Depreciation, depletion and
         amortization                               36,292            18,444 
        General and administrative                  74,063            70,252 
        Interest - Affiliated                       52,251            48,330 

                                                   224,610           173,994 

     Net loss                                     $ (4,954)         $(37,822)

     Net income (loss) allocation:
        General Partner                           $ 34,885          $  6,519 
        Consenting Limited Partners                 12,035             3,132 
        Nonconsenting Limited Partners             (52,252)          (47,365)
        Combining adjustment                           378              (108)

     Net loss                                     $ (4,954)         $(37,822)

     Net income per consenting limited
        partnership unit (2,751 outstanding)      $   4.37          $   1.14 

     Net loss per nonconsenting limited
        partnership unit (982 outstanding)        $ (53.21)         $ (48.23)
[FN]

      The accompanying notes are an integral part of these financial statements.
C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                     (Unaudited)
Three months ended March 31, 1996 
                                                Non-
                                  Consenting Consenting  Combining
                          General   Limited    Limited   Adjustment
                          Partner  Partners   Partners    (Note 3)     Total
Balance at
       January 1, 1996  $178,807   $206,681  $(1,992,702)  $1,130   $(1,606,084)

     Contributions        42,349      --           --         --         42,349 
     Distributions       (57,272)     --           --         --        (57,272)
     Net income (loss)     6,519      3,132      (47,365)    (108)      (37,822)

     Balance at
       March 31, 1996   $170,403   $209,813  $(2,040,067)  $1,022   $(1,658,829)

                                  Three months ended March 31, 1997
                                                Non-
                                  Consenting Consenting  Combining
                          General   Limited    Limited   Adjustment
                          Partner  Partners   Partners    (Note 3)     Total
Balance at
       January 1, 1997  $160,388   $210,434  $(2,195,062) $  (476) $(1,824,716)

     Contributions        53,798       --         --         --         53,798 
     Distributions       (97,069)      --         --         --        (97,069)
     Net income (loss)    34,885     12,035      (52,252)     378       (4,954)

     Balance at
       March 31, 1997   $152,002   $222,469  $(2,247,314) $   (98) $(1,872,941)
[FN]

      The accompanying notes are an integral part of these financial statements.
C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)
Three months ended March 31,
                                                         1997         1996
Cash flows from operating activities:
      Net loss                                        $ (4,954)     $(37,822)
      Adjustments to reconcile net loss to net cash
        provided by operating activities:
          Depreciation, depletion
           and amortization                             36,292        18,444 
          Changes in operating assets
           and liabilities:
            Increase in payable to General Partner      19,419        42,578 
            Decrease in accrued liabilities             (2,937)       (9,301)

        Net cash provided by operating activities       47,820        13,899 

     Cash flows from investing activities:
      Retirements of (additions to) oil and gas
        properties and equipment                        (4,105)        1,596 

        Net cash provided by (used in)
          investing activities                          (4,105)        1,596 

     Cash flows from financing activities:
      Distributions to General Partner                 (97,069)      (57,272)
      Contributions by General Partner                  53,798        42,349 

        Net cash used in financing activities          (43,271)      (14,923)

     Net increase in cash                                  444           572 

     Cash at beginning of period                        71,783        69,600 

     Cash at end of period                            $ 72,227      $ 70,172
[FN]

      The accompanying notes are an integral part of these financial statements.
C&K 1981 FUND-B, LTD.
                            (A Texas Limited Partnership)
                            NOTES TO FINANCIAL STATEMENTS
                                     (Unaudited)

     NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

         The C&K 1981 Fund-B, Ltd. (the "Partnership"), a Texas Limited
     Partnership, was organized on December 16, 1980, to acquire, explore,
     develop and operate onshore oil and gas properties in the United States
     and commenced operations on June 1, 1981.  Total initial Limited Partner
     contributions were $9,332,500 including $100,000 contributed by C&K
     Petroleum, Inc. ("C&K"), the initial General Partner.  On September 15,
     1982, C&K requested the Limited Partners to pay an additional assessment
     of $2,333,125, or 25% of their initial contributions.  Of this amount,
     C&K paid $613,750 for 209 Limited Partners who declined to pay their
     share of the additional assessment (Nonconsenting Limited Partners).
     Nonconsenting Limited Partners are subject to a penalty in an amount
     equal to 300% of the additional assessment paid by the General Partner.

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

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

         On January 1, 1997, CODY created two new subsidiary companies to hold
     its Texas assets.  To the first company, CODY TEXAS, L.P., a Texas
     limited partnership ("CODY TEXAS"), CODY transferred its interest in the
     Partnership, with CODY TEXAS becoming the successor general partner of the
     Partnership.  The second company, Cody Oil and Gas, Inc., a wholly owned
     subsidiary of CODY, serves as the general partner of CODY TEXAS.

       Basis of Accounting

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

       Oil and Gas Properties

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

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

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

       New Accounting Standard

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

       Net Income (Loss) per Limited Partnership Unit

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

       Contributions and Distributions

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

       Payable to the General Partner

         The long-term payable to the General Partner is the Nonconsenting
     Limited Partners' obligation to the General Partner for their share of
     costs, arising from Partnership operations, which are funded entirely by
     the General Partner.  The current portion of the liability includes the
     amount estimated to be collectible from the Nonconsenting Limited
     Partners' net operating revenues over the current operating cycle (one
     year) and certain other amounts due from the Consenting Limited Partners.

       Revenue Recognition

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

       Concentration of Credit Risk 

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

       Use of Estimates

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

       Reclassification

         Certain amounts from prior years have been reclassified to be
     consistent with the financial statement presentation for 1997.  Such
     reclassifications had no effect on net income.

     NOTE 2 - GAS CONTRACT

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

     NOTE 3 - ALLOCATION OF PARTNERSHIP REVENUES, COSTS AND EXPENSES

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

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

        As discussed in Note 1, the General Partner paid $613,750 of the
     additional assessment for 209 Limited Partners (the Nonconsenting Limited
     Partners) who declined to pay their share of the additional assessment. 
     Each such Nonconsenting Limited Partner's interest in the costs and
     revenues of the Assessment Operations was suspended and accrues to the
     benefit of the General Partner until Partnership revenues, less expenses,
     related to the production of such revenues attributable to the Assessment
     Operations, in an amount equal to 300% ($1,841,250) of the additional
     assessment have been credited to the General Partner.  As of March 31,
     1997, $1,008,307 of revenue in excess of expenses has been allocated to
     the General Partner.

        The depreciation, depletion and amortization provision is calculated
     based on discrete calculations utilizing the Partnership's and the
     partners' share of the related capital costs and estimated future net
     revenues.  For financial statement purposes, each partner's provision has
     been increased by the amount that his share of unamortized costs exceeded
     the capitalization ceiling.  At March 31, 1997 and 1996, the net
     capitalized costs of the Partnership's oil and gas properties did not
     exceed the capitalization ceiling.

        The combining adjustment included in partners' capital of $(98) and
     $1,022 at March 31, 1997 and 1996, respectively, represents the difference
     resulting from computing the full cost ceiling test on the total
     partnership basis, which is used for financial reporting purposes, and the
     limited partners and general partner basis.  The adjustment is an
     allocation of partners' capital and does not affect income.

     NOTE 4 - PURCHASE OF LIMITED PARTNERS' INTERESTS

        The Limited Partners may require the General Partner to purchase up to
     ten percent of their interests annually.  The purchase price is based on
     the Limited Partners' proportionate share of the sum of (i) two-thirds of
     the present worth of estimated future net revenues discounted at the prime
     rate in effect on the applicable valuation date plus one percent, (ii) the
     present value of the estimated salvage value of all production facilities
     and tangible assets, and (iii) the net book value of all other assets and
     liabilities.

        In addition to the 40 units purchased by the General Partner for its
     initial capital contribution, a total of 1,475.50 units had been purchased
     from Limited Partners as of December 31, 1996.  At January 1, 1997, the
     General Partner calculated a purchase price of $134.03 per unit for those
     Limited Partners who paid the additional assessment ( Consenting Limited
     Partners ).  The purchase price calculations for the Nonconsenting Limited
     Partners did not result in a positive amount per unit and, therefore, the
     General Partner has not offered to purchase such units during 1997.  The
     General Partner will, however, accept assignment of any nonconsenting 
     units that the Nonconsenting Limited Partners wish to transer to the
     General Partner.  Both partner groups have until June 30, 1997 to tender
     units.  At March 31, 1997, the General Partner owned a total of 1,515.50
     Consenting Limited Partner units.

     NOTE 5 - SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

        The General Partner is reimbursed for administrative and overhead costs
     incurred in conducting the business of the Partnership.  Such 
     reimbursements have been the maximum allowed under the terms of the
     Partnership Agreement and were $69,994 for each three month period ended
     March 31, 1997 and 1996.

        During the first three months of 1997 and 1996, the Partnership
     distributed $97,069 and $57,272, respectively, to the General Partner for
     its allocated share of net revenues, and the General Partner contributed
     $53,798 and $42,349, respectively, for its share of costs and expenses.

        After such time as total contributions from the Limited Partners have
     been expended, the General Partner may advance funds to the Limited
     Partners for their share of costs and expenses for continuing operations. 
     Interest was charged to the Limited Partners on such advances at a rate
     which approximated 9.3% and 9.4% during the three months ended March 31,
     1997 and 1996, respectively.  The General Partner is reimbursed for funds
     advanced to the Limited Partners from revenues otherwise allocable to the
     Limited Partners.

     NOTE 6 - INCOME TAXES

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

     NOTE 7 - CONTINGENCIES

        The Partnership has a net capital deficiency.  As a result of the
     deficit capital position of the Nonconsenting Limited Partners, all net
     cash flows attributable to the Nonconsenting Limited Partners' share of
     the Partnership's operations are presently applied entirely against their
     indebtedness for past advances by the General Partner and are not available
     to fund Partnership needs.  Funds required by the Partnership in excess of
     those generated by the operations attributable to different partner
     interests will be advanced by the General Partner.

        The General Partner is currently considering either transferring its
     limited partner and general partner interests in the Partnership,
     withdrawing as general partner of the Partnership, or taking other actions
     to reduce its responsibilities in the Partnership, which could lead to the
     ultimate dissolution of the Partnership.  These conditions raise
     substantial doubt about the Partnership's ability to continue as a going
     concern.  As long as CODY TEXAS remains the General Partner of the
     Partnership, GCEC intends to continue advancing funds required by the
     Partnership in excess of those generated by operations, through CODY
     TEXAS.  The accompanying financial statements do not include any
     adjustments that might result from the outcome of this uncertainty. 

                                C&K 1981 FUND-B, LTD.

     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

     LIQUIDITY AND CAPITAL RESOURCES

        Net cash provided by operating activities for the three months ended
     March 31, 1997 was $47,820, compared to $13,899 for the corresponding
     period in 1996.  This increase was primarily the result of increased 
     oil and gas revenues in 1997.

        The Partnership has made no immediate plans for additional exploratory
     or developmental capital programs in 1997, except those necessary for
     maintaining well productivity.

        The Consenting Limited Partners' financing requirements for operating
     expenses and capital projects are currently provided by revenues from their
     share of the Partnership's operations.  The Partnership does not consider
     long-term financing arrangements on behalf of the Consenting Limited
     Partners, from the General Partner or other sources, as necessary at this
     time.

        As a result of the deficit capital position of the Nonconsenting Limited
     Partners, all net cash flows attributable to the Nonconsenting Limited
     Partners' share of the Partnership's operations are presently applied
     entirely against their indebtedness for past advances by the General
     Partner and are not available to fund Partnership needs.  Funds required by
     the Partnership in excess of those generated by operations attributable to
     the different partner interests will be advanced by the General Partner.

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

     RESULTS OF OPERATIONS

        The Partnership reported a net loss of $4,954 for the three months
     ended March 31, 1997, compared to a net loss of $37,822 reported for the
     same period in 1996.  This positive variance was primarily attributable to
     increased oil and gas revenues.

        Crude oil and natural gas sales for the three months ended March 31,
     1997 were $219,212, an increase of $83,612, or 62% compared to the same
     period in 1996.  Crude oil production increased to 88 barrels per day
     while natural gas and plant products decreased to 90 thousand cubic feet
    ("mcf") and 32 equivalent mcf per day, respectively, during the first
     quarter of 1997, compared to the 1996 level of 63 barrels, 115 mcf, and 39
     equivalent mcf, respectively.  During the first quarter of 1997, average 
     sales prices were $22.91 per barrel for crude oil, $2.88 per mcf for
     natural gas, and $3.07 per equivalent mcf for plant products, compared to
     $18.53 per barrel, $2.31 per mcf, and $1.64 per equivalent mcf,
     respectively, for the same period in 1996.

        Lease operating expense for the three months ended March 31, 1997
     increased $21,018 or 132% compared to the corresponding period in 1996. 
     This increase is partially do to a timing difference for right-of-way
     charges on the McIlhenny wells in Louisiana, which were expensed in the
     second quarter of 1996.  Lease operating expenses also increased due to
     approximately $5,100 spent on a workover to enhance production on the
     McIlhenny #1-Sidetrack #3 well, in addition to the normal monthly 
     operating expenses on that well.  Production tax expense for the first
     quarter of 1997 increased $6,960 or 40% compared to the same period 
     in 1996, which related primarily to the increase in crude oil production.
     Marketing deductions were $679 for the three months ended March 31, 1997
     compared to $3,621 for the three months ended March 31, 1996.
     Depreciation, depletion and amortization expense increased $17,848 or
     97% compared to the corresponding period in 1996.  This increase
     is the result of increases in oil and gas revenues and additions to the
     depletion base and reserves assigned to the properties by independent
     reserve engineers, effective January 1, 1997.  General and administrative
     expenses for the first quarter of 1997 increased $3,811 or 5% compared to
     the same period in 1996.  Interest expense increased $3,921 or 8%
     compared to the corresponding period in 1996, resulting from an increase
     in the payable to the General Partner since the first quarter of 1996.
PART II - OTHER INFORMATION
                                C&K 1981 FUND-B, LTD.

     Item 1.  Legal Proceedings

              None.

     Item 2.  Changes in Securities

              None.

     Item 3.  Defaults Upon Senior Securities

              None.

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

              Not applicable.

     Item 5.  Other Information

              None.

     Item 6.  Exhibits and Reports on Form 8-K

              None.
SIGNATURE

        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.

                                           C&K 1981 Fund-B, LTD.
                                           (Registrant)

                                       By: /s/ Dan R. Taylor              
                                           Dan R. Taylor
                                           Vice President, Finance & Accounting
                                           CODY TEXAS, L.P.
                                           Successor General Partner 

Date:  May 13, 1997