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 September 30, 1996

                                          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 E. Hampden Avenue, Suite 600,
                    Denver, CO                                80231
   (Address of principal executive offices)                (Zip Code)


     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
              September 30, 1996 and December 31, 1995

              Statements of Operations
              Three months and nine months ended September 30, 1996 and 1995

              Statements of Changes in Partners' Capital (Deficit)
              Nine months ended September 30, 1996 and 1995

              Statements of Cash Flows
              Nine months ended September 30, 1996 and 1995

              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

                                               September 30,     December 31,
                                                   1996             1995

     Current Assets:

     Cash                                    $     71,318      $     69,600

       Total Current Assets                        71,318            69,600

     Oil and gas properties and equipment,
       at cost, using the full cost method
        of accounting                          22,969,394        22,690,079

     Less:  Accumulated depreciation,
       depletion and amortization             (22,365,406)      (22,273,310)

                                                  603,988           416,769

     Total Assets                            $    675,306      $    486,369



                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

     Accrued liabilities                     $      9,475      $     16,823

     Long-term payable to General Partner       2,437,438         2,075,630

       Total Liabilities                        2,446,913         2,092,453

     Partners  Capital (Deficit):
       General Partner                            174,369           178,807
       Consenting Limited Partners                198,838           206,681
       Nonconsenting Limited Partners          (2,144,920)       (1,992,702)
       Combining adjustment                           106             1,130

          Total Partners Capital (Deficit)     (1,771,607)       (1,606,084)

     Total Liabilities and
       Partners' Capital (Deficit)           $    675,306      $    486,369

[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)


                                   Three months ended       Nine months ended 
                                      September 30,           September 30,
                                     1996      1995         1996       1995  

     Revenues:

       Oil and gas sales           $176,435  $ 88,999    $ 466,706   $ 316,318
       Interest income                  577       564        1,718       1,678
                                    177,012    89,563      468,424     317,996
     Expenses:

       Lease operating               24,506    24,690       77,830      93,041
       Production tax                19,803     9,119       53,627      36,372
       Marketing deductions           2,140     4,697        8,491      12,547
       Depreciation, depletion
          and amortization           39,428    13,549       92,096      48,178
       General and administrative    75,785    71,252      219,921     230,870
       Interest -- Affiliated        52,090    48,597      149,829     141,394

          Total Expenses            213,752   171,904      601,794     562,402

     Net loss                      $(36,740) $(82,341)   $(133,370)  $(244,406)

     Net income (loss) allocation:
       General Partner             $ 19,410  $(15,472)   $  27,715   $ (35,666)
       Consenting Limited Partner    (1,660)  (14,269)      (7,843)    (50,609)
       Nonconsenting Limited
         Partners                   (54,043)  (52,856)    (152,218)   (159,050)
       Combining adjustment            (447)      257       (1,024)        919

     Net loss                      $(36,740) $(82,341)   $(133,370)  $(244,406)

     Net loss per consenting
       limited partnership unit
       (2,751 outstanding)         $  (0.60) $  (5.19)   $   (2.85)  $  (18.40)

     Net loss per nonconsenting
       limited partnership unit
       (982 outstanding)           $ (55.03) $ (53.83)   $ (155.01)  $ (161.97)
[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)


                           Nine months ended September 30, 1995
                                              Non-
                               Consenting  Consenting  Combining
                     General    Limited     Limited    Adjustment
                     Partner    Partners    Partners    (Note 3)    Total

     Balance at
      Jan. 1, 1995   $203,959  $260,611   $(1,783,222)  $(138)  $(1,318,790)

     Contributions    152,056     --           --         --        152,056
     Distributions    133,712     --           --         --       (133,712)
     Net income
      (loss)          (35,666)  (50,609)     (159,050)    919      (244,406)

     Balance at
      Sept. 30, 1995 $186,637  $210,002   $(1,942,272)  $ 781   $(1,544,852)



                             Nine months ended September 30, 1996
                                              Non-
                               Consenting  Consenting  Combining
                      General   Limited     Limited    Adjustment
                      Partner   Partners    Partners    (Note 3)     Total

     Balance at
      Jan. 1, 1996   $ 178,807  $206,681  $(1,992,702)  $ 1,130   $(1,606,084)

     Contributions     170,158     --          --          --         170,158
     Distributions    (202,311)    --          --          --        (202,311)
     Net income         27,715    (7,843)    (152,218)   (1,024)     (133,370)
      (loss)

     Balance at
      Sept. 30, 1996 $ 174,369  $198,838  $(2,144,920)  $   106   $(1,771,607)
[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)

                                                           Nine months ended
                                                             September 30,
                                                          1996           1995

     Cash flows from operating activities:
      Net loss                                          $(133,370)    $(244,406)
      Adjustments to reconcile net loss to net
       cash provided by operating activities:
         Depreciation, depletion and amortization          92,096        48,178
         Changes in operating assets and liabilities:
          Increase in payable to General Partner          361,808          --
          (Decrease) increase in accrued liabilities       (7,348)         --

      Net cash provided by (used in)
        operating activities                              313,186      (196,228)

     Cash flows from investing activities:
      Additions to oil and gas
       properties and equipment                          (279,315)        (666)

      Net cash used in investing activities              (279,315)        (666)

     Cash flows from financing activities:
      Distributions to General Partner                   (202,311)     (133,712)
      Contributions by General Partner                    170,158       152,056

         Net cash provided by (used in)
          financing activities                            (32,153)      198,573

     Net increase in cash                                   1,718         1,679

     Cash at beginning of period                           69,600        67,353

     Cash at end of period                              $  71,318     $  69,032
[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.

       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.

       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
     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, net of proceeds from the sales of the Partnership s crude oil and
     natural gas, arising from Partnership operations, which are funded entirely
     by the General Partner.  The current portion, if any, 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.  Trade receivables, which are
     generally uncollateralized, are from oil and gas companies located
     throughout the United States.

       Use of Estimates

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

       Reclassifications

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


     NOTE 2 - GAS CONTRACT

         Since January 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 September 30,
     1996, $1,004,571 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 June 30, 1996 and 1995, 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 $106 and
     $781 at September 30, 1996 and 1995, respectively, represents the
     difference resulting from computing the full cost ceiling test in prior
     years 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 1,359.50 units had been purchased
     from Limited Partners as of December 31, 1995.  At January 1, 1996, the
     General Partner calculated a purchase price of $124.58 per unit for those
     Limited Partners who paid the additional assessment ( Consenting Limited
     Partners ).  The purchase price calculations for the Nonconsenting Limited
     Partners have not resulted in positive amounts and, therefore, the General
     Partner has not offered to purchase such units during 1996.  Within the
     prescribed tender period, which ended June 30, 1996, forty-one Consenting
     Limited Partners tendered one hundred sixteen units for a total repurchase
     value of $14,451.28.


     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 $209,982 for each of the nine months ended
     September 30, 1996 and 1995.

         During the first nine months of 1996 and 1995, the partnership
     distributed $202,311 and $133,712, respectively, to the General Partner for
     its allocated share of net revenues, and the General Partner contributed
     $170,157 and $152,056, 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 9.4% and 9.6% during the nine months ended September 30,
     1996 and 1995, 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 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.  The 1996 financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty.
<PAGE>


                                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 nine months ended
     September 30, 1996 was $313,186, compared to net cash used in operating
     activities of $196,228 for the corresponding period in 1995.  This change
     was primarily the result of the increase in the payable to the General
     Partner.

         The Partnership has made no immediate plans for additional exploratory
     or developmental capital programs in 1996, except those necessary to
     maintain well productivity.  In this regard, the Partnership spent
     approximately $276,000 to sidetrack the existing wellbore of the McIlhenny
     #1 in Iberia Parish, Louisiana.

         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 1996 and future years for its crude oil
     and natural gas.  The Partnership's financial condition, operating results
     and liquidity will continue to be materially effected 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

      Three Months Ended September 30, 1996 vs. Three Months Ended September
     30, 1995

         The Partnership reported a net loss of $36,740 for the three months
     ended September 30, 1996, compared to a net loss of $82,341 reported for
     the same period in 1995.  The decrease in net loss was primarily
     attributable to increased oil and gas sales, offset by an increase in
     depreciation, depletion and amortization.

         Crude oil and natural gas sales for the three months ended September
     30, 1996 were $176,435, an increase of $87,436, or 98% compared to the same
     period in 1995.  Production of crude oil increased to 75 barrels, while
     natural gas and plant products production decreased to 108 thousand cubic
     feet ("mcf"), and 37 equivalent mcf per day, respectively, during the third
     quarter of 1996, compared to the 1995 level of 45 barrels, 151 mcf, and 43
     equivalent mcf, respectively.  During the third quarter of 1996, average
     sales prices increased to $21.52 per barrel for crude oil, $2.20 per mcf
     for natural gas, and $1.82 per equivalent mcf for plant products, compared
     to $15.52 per barrel, $1.41 per mcf, and $1.27 per equivalent mcf,
     respectively, for the same period in 1995.

         Lease operating expense for the three months ended September 30, 1996
     decreased $184 or 1% compared to the corresponding period in 1995. 
     Production tax expense increased for the third quarter of 1996 by $10,684
     or 117% compared to the same period in 1995.  This increase is due to the
     higher crude oil production.  Marketing deductions were $2,140 for the
     three months ended September 30, 1996 compared to $4,697 for the three
     months ended September 30, 1995.  Depreciation, depletion and amortization
     expense increased by $25,879 or 191% compared to the corresponding period
     in 1995 due to the completion of the McIlhenny #1-Sidetrack #3 well in
     April, 1996, which increased both the depletion base and total reserves
     attributable to the Partnership.  General and administrative expenses for
     the third quarter of 1996 increased $4,533 or 6% compared to the same
     period in 1995.  Interest expense increased by $3,493 or 7% compared to the
     corresponding period in 1995.


      Nine Months Ended September 30, 1996 vs. Nine Months Ended September 30,
     1995

         The Partnership reported a net loss of $133,370 for the nine months
     ended September 30, 1996 compared to a net loss of $244,406 reported for
     the same period in 1995.  The decrease in net loss was primarily
     attributable to increased oil and gas sales.

         Crude oil and natural gas sales for the nine months ended September
     30, 1996 were $466,706, an increase of $150,388, or 48% compared to the
     same period in 1995.  Crude oil production increased to 67 barrels while
     natural gas production and plant products production decreased to 116 mcf
     and 42 equivalent mcf, respectively, per day during the first nine months
     of 1996, compared to the 1995 level of 53 barrels, 127 mcf, and 56
     equivalent mcf, respectively.  During the first nine months of 1996,
     average sales prices were $20.33 per barrel for crude oil, $2.27 per mcf
     for natural gas, and $1.87 per equivalent mcf for plant products, compared
     to $16.85 per barrel, $1.46 per mcf, and $1.41 per equivalent mcf,
     respectively, for the same period in 1995.

         Lease operating expense for the nine months ended September 30, 1996
     decreased $77,830 or 16% compared to the corresponding period in 1995. 
     This decrease is attributable to the plugging of one well in 1995 and
     various non-recurring location and environmental charges incurred in 1995. 
     Production tax expense for the first nine months of 1996 increased by
     $17,255 or 47% compared to the same period in 1995, which related primarily
     to increased crude oil and natural gas sales.  Marketing deductions were
     $8,491 for the nine months ended September 30, 1996 as compared to $12,547
     for the nine months ended September 30, 1995.  Depreciation, depletion and
     amortization expense increased by $43,918 or 91% compared to the
     corresponding period in 1995.   This increase relates to the completion of
     the McIlhenny #1-Sidetrack #3 well in April, 1996, which increased both the
     depletion base and total reserves attributable to the Partnership.  General
     and administrative expenses for the first nine months of 1996 decreased by
     $10,949 or 5% compared to the same period in 1995.  Interest expense
     increased $8,435 or 6% in 1996, as a result of an increase in the payable
     to the General Partner since 1995.
<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
                                            CODY ENERGY, INC.
                                            Successor General Partner




     DATE: November 13, 1996
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 35735}]
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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 September 30, 1996

                                          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 E. Hampden Avenue, Suite 600,
                    Denver, CO                                80231
   (Address of principal executive offices)                (Zip Code)

     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
              September 30, 1996 and December 31, 1995

              Statements of Operations
              Three months and nine months ended September 30, 1996 and 1995

              Statements of Changes in Partners' Capital (Deficit)
              Nine months ended September 30, 1996 and 1995

              Statements of Cash Flows
              Nine months ended September 30, 1996 and 1995

              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

                                               September 30,     December 31,
                                                   1996             1995

     Current Assets:

     Cash                                    $     71,318      $     69,600

       Total Current Assets                        71,318            69,600

     Oil and gas properties and equipment,
       at cost, using the full cost method
        of accounting                          22,969,394        22,690,079

     Less:  Accumulated depreciation,
       depletion and amortization             (22,365,406)      (22,273,310)

                                                  603,988           416,769

     Total Assets                            $    675,306      $    486,369

                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

     Accrued liabilities                     $      9,475      $     16,823

     Long-term payable to General Partner       2,437,438         2,075,630

       Total Liabilities                        2,446,913         2,092,453

     Partners  Capital (Deficit):
       General Partner                            174,369           178,807
       Consenting Limited Partners                198,838           206,681
       Nonconsenting Limited Partners          (2,144,920)       (1,992,702)
       Combining adjustment                           106             1,130

          Total Partners Capital (Deficit)     (1,771,607)       (1,606,084)

     Total Liabilities and
       Partners' Capital (Deficit)           $    675,306      $    486,369

[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       Nine months ended 
                                      September 30,           September 30,
                                     1996      1995         1996       1995  

     Revenues:

       Oil and gas sales           $176,435  $ 88,999    $ 466,706   $ 316,318
       Interest income                  577       564        1,718       1,678
                                    177,012    89,563      468,424     317,996
     Expenses:

       Lease operating               24,506    24,690       77,830      93,041
       Production tax                19,803     9,119       53,627      36,372
       Marketing deductions           2,140     4,697        8,491      12,547
       Depreciation, depletion
          and amortization           39,428    13,549       92,096      48,178
       General and administrative    75,785    71,252      219,921     230,870
       Interest -- Affiliated        52,090    48,597      149,829     141,394

          Total Expenses            213,752   171,904      601,794     562,402

     Net loss                      $(36,740) $(82,341)   $(133,370)  $(244,406)

     Net income (loss) allocation:
       General Partner             $ 19,410  $(15,472)   $  27,715   $ (35,666)
       Consenting Limited Partner    (1,660)  (14,269)      (7,843)    (50,609)
       Nonconsenting Limited
         Partners                   (54,043)  (52,856)    (152,218)   (159,050)
       Combining adjustment            (447)      257       (1,024)        919

     Net loss                      $(36,740) $(82,341)   $(133,370)  $(244,406)

     Net loss per consenting
       limited partnership unit
       (2,751 outstanding)         $  (0.60) $  (5.19)   $   (2.85)  $  (18.40)

     Net loss per nonconsenting
       limited partnership unit
       (982 outstanding)           $ (55.03) $ (53.83)   $ (155.01)  $ (161.97)
[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)

                           Nine months ended September 30, 1995
                                              Non-
                               Consenting  Consenting  Combining
                     General    Limited     Limited    Adjustment
                     Partner    Partners    Partners    (Note 3)    Total

     Balance at
      Jan. 1, 1995   $203,959  $260,611   $(1,783,222)  $(138)  $(1,318,790)

     Contributions    152,056     --           --         --        152,056
     Distributions    133,712     --           --         --       (133,712)
     Net income
      (loss)          (35,666)  (50,609)     (159,050)    919      (244,406)

     Balance at
      Sept. 30, 1995 $186,637  $210,002   $(1,942,272)  $ 781   $(1,544,852)

                             Nine months ended September 30, 1996
                                              Non-
                               Consenting  Consenting  Combining
                      General   Limited     Limited    Adjustment
                      Partner   Partners    Partners    (Note 3)     Total

     Balance at
      Jan. 1, 1996   $ 178,807  $206,681  $(1,992,702)  $ 1,130   $(1,606,084)

     Contributions     170,158     --          --          --         170,158
     Distributions    (202,311)    --          --          --        (202,311)
     Net income         27,715    (7,843)    (152,218)   (1,024)     (133,370)
      (loss)

     Balance at
      Sept. 30, 1996 $ 174,369  $198,838  $(2,144,920)  $   106   $(1,771,607)
[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)

                                                           Nine months ended
                                                             September 30,
                                                          1996           1995

     Cash flows from operating activities:
      Net loss                                          $(133,370)    $(244,406)
      Adjustments to reconcile net loss to net
       cash provided by operating activities:
         Depreciation, depletion and amortization          92,096        48,178
         Changes in operating assets and liabilities:
          Increase in payable to General Partner          361,808          --
          (Decrease) increase in accrued liabilities       (7,348)         --

      Net cash provided by (used in)
        operating activities                              313,186      (196,228)

     Cash flows from investing activities:
      Additions to oil and gas
       properties and equipment                          (279,315)        (666)

      Net cash used in investing activities              (279,315)        (666)

     Cash flows from financing activities:
      Distributions to General Partner                   (202,311)     (133,712)
      Contributions by General Partner                    170,158       152,056

         Net cash provided by (used in)
          financing activities                            (32,153)      198,573

     Net increase in cash                                   1,718         1,679

     Cash at beginning of period                           69,600        67,353

     Cash at end of period                              $  71,318     $  69,032
[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.

       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.

       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
     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, net of proceeds from the sales of the Partnership s crude oil and
     natural gas, arising from Partnership operations, which are funded entirely
     by the General Partner.  The current portion, if any, 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.  Trade receivables, which are
     generally uncollateralized, are from oil and gas companies located
     throughout the United States.

       Use of Estimates

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

       Reclassifications

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

     NOTE 2 - GAS CONTRACT

         Since January 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 September 30,
     1996, $1,004,571 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 June 30, 1996 and 1995, 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 $106 and
     $781 at September 30, 1996 and 1995, respectively, represents the
     difference resulting from computing the full cost ceiling test in prior
     years 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 1,359.50 units had been purchased
     from Limited Partners as of December 31, 1995.  At January 1, 1996, the
     General Partner calculated a purchase price of $124.58 per unit for those
     Limited Partners who paid the additional assessment ( Consenting Limited
     Partners ).  The purchase price calculations for the Nonconsenting Limited
     Partners have not resulted in positive amounts and, therefore, the General
     Partner has not offered to purchase such units during 1996.  Within the
     prescribed tender period, which ended June 30, 1996, forty-one Consenting
     Limited Partners tendered one hundred sixteen units for a total repurchase
     value of $14,451.28.

     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 $209,982 for each of the nine months ended
     September 30, 1996 and 1995.

         During the first nine months of 1996 and 1995, the partnership
     distributed $202,311 and $133,712, respectively, to the General Partner for
     its allocated share of net revenues, and the General Partner contributed
     $170,157 and $152,056, 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 9.4% and 9.6% during the nine months ended September 30,
     1996 and 1995, 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 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.  The 1996 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 nine months ended
     September 30, 1996 was $313,186, compared to net cash used in operating
     activities of $196,228 for the corresponding period in 1995.  This change
     was primarily the result of the increase in the payable to the General
     Partner.

         The Partnership has made no immediate plans for additional exploratory
     or developmental capital programs in 1996, except those necessary to
     maintain well productivity.  In this regard, the Partnership spent
     approximately $276,000 to sidetrack the existing wellbore of the McIlhenny
     #1 in Iberia Parish, Louisiana.

         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 1996 and future years for its crude oil
     and natural gas.  The Partnership's financial condition, operating results
     and liquidity will continue to be materially effected 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

      Three Months Ended September 30, 1996 vs. Three Months Ended September
     30, 1995

         The Partnership reported a net loss of $36,740 for the three months
     ended September 30, 1996, compared to a net loss of $82,341 reported for
     the same period in 1995.  The decrease in net loss was primarily
     attributable to increased oil and gas sales, offset by an increase in
     depreciation, depletion and amortization.

         Crude oil and natural gas sales for the three months ended September
     30, 1996 were $176,435, an increase of $87,436, or 98% compared to the same
     period in 1995.  Production of crude oil increased to 75 barrels, while
     natural gas and plant products production decreased to 108 thousand cubic
     feet ("mcf"), and 37 equivalent mcf per day, respectively, during the third
     quarter of 1996, compared to the 1995 level of 45 barrels, 151 mcf, and 43
     equivalent mcf, respectively.  During the third quarter of 1996, average
     sales prices increased to $21.52 per barrel for crude oil, $2.20 per mcf
     for natural gas, and $1.82 per equivalent mcf for plant products, compared
     to $15.52 per barrel, $1.41 per mcf, and $1.27 per equivalent mcf,
     respectively, for the same period in 1995.

         Lease operating expense for the three months ended September 30, 1996
     decreased $184 or 1% compared to the corresponding period in 1995. 
     Production tax expense increased for the third quarter of 1996 by $10,684
     or 117% compared to the same period in 1995.  This increase is due to the
     higher crude oil production.  Marketing deductions were $2,140 for the
     three months ended September 30, 1996 compared to $4,697 for the three
     months ended September 30, 1995.  Depreciation, depletion and amortization
     expense increased by $25,879 or 191% compared to the corresponding period
     in 1995 due to the completion of the McIlhenny #1-Sidetrack #3 well in
     April, 1996, which increased both the depletion base and total reserves
     attributable to the Partnership.  General and administrative expenses for
     the third quarter of 1996 increased $4,533 or 6% compared to the same
     period in 1995.  Interest expense increased by $3,493 or 7% compared to the
     corresponding period in 1995.

      Nine Months Ended September 30, 1996 vs. Nine Months Ended September 30,
     1995

         The Partnership reported a net loss of $133,370 for the nine months
     ended September 30, 1996 compared to a net loss of $244,406 reported for
     the same period in 1995.  The decrease in net loss was primarily
     attributable to increased oil and gas sales.

         Crude oil and natural gas sales for the nine months ended September
     30, 1996 were $466,706, an increase of $150,388, or 48% compared to the
     same period in 1995.  Crude oil production increased to 67 barrels while
     natural gas production and plant products production decreased to 116 mcf
     and 42 equivalent mcf, respectively, per day during the first nine months
     of 1996, compared to the 1995 level of 53 barrels, 127 mcf, and 56
     equivalent mcf, respectively.  During the first nine months of 1996,
     average sales prices were $20.33 per barrel for crude oil, $2.27 per mcf
     for natural gas, and $1.87 per equivalent mcf for plant products, compared
     to $16.85 per barrel, $1.46 per mcf, and $1.41 per equivalent mcf,
     respectively, for the same period in 1995.

         Lease operating expense for the nine months ended September 30, 1996
     decreased $77,830 or 16% compared to the corresponding period in 1995. 
     This decrease is attributable to the plugging of one well in 1995 and
     various non-recurring location and environmental charges incurred in 1995. 
     Production tax expense for the first nine months of 1996 increased by
     $17,255 or 47% compared to the same period in 1995, which related primarily
     to increased crude oil and natural gas sales.  Marketing deductions were
     $8,491 for the nine months ended September 30, 1996 as compared to $12,547
     for the nine months ended September 30, 1995.  Depreciation, depletion and
     amortization expense increased by $43,918 or 91% compared to the
     corresponding period in 1995.   This increase relates to the completion of
     the McIlhenny #1-Sidetrack #3 well in April, 1996, which increased both the
     depletion base and total reserves attributable to the Partnership.  General
     and administrative expenses for the first nine months of 1996 decreased by
     $10,949 or 5% compared to the same period in 1995.  Interest expense
     increased $8,435 or 6% in 1996, as a result of an increase in the payable
     to the General Partner since 1995.
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
                                            CODY ENERGY, INC.
                                            Successor General Partner

     DATE: November 13, 1996