PARKER & PARSLEY 86-B LTD
10-Q, 1995-11-14
CRUDE PETROLEUM & NATURAL GAS
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON,  D. C.   20549

                             FORM 10-Q

  /x/    Quarterly Report Pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

         For the quarterly period ended September 30, 1995, or

  / /    Transition Report Pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

         For the transition period from _______ to _______

                    Commission File No. 33-3353B

                     PARKER & PARSLEY 86-B, LTD.
       (Exact name of Registrant as specified in its charter)

             Texas                              75-2140235
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)           Identification Number)

        303 West Wall, Suite 101,
             Midland, Texas                        79701
(Address of principal executive offices)         (Zip code)

Registrant's Telephone Number, including area code: (915)683-4768

                           Not applicable
           (Former name, former address and former fiscal year,
                     if changed since last report)

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.
                      Yes    /x/    No   / /

                        Page 1 of 13 pages.
                      There are no exhibits.


<PAGE>



                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS

                                                   September 30,   December 31,
                                                       1995           1994
                                                   (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
     bearing deposits of $165,653 at September 30
     and $141,462 at December 31                   $   184,000     $   141,681
   Accounts receivable - oil and gas sales             154,955         184,109
                                                    ----------      ----------
           Total current assets                        338,955         325,790

Oil and gas properties - at cost, based on the
   successful efforts accounting method             14,168,696      14,129,225
     Accumulated depletion                          (9,333,741)     (8,958,142)
                                                    ----------      ----------
           Net oil and gas properties                4,834,955       5,171,083
                                                    ----------      ----------
                                                   $ 5,173,910     $ 5,496,873
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                    $   122,330     $    90,443

Partners' capital:
   Limited partners (17,208 interests)               5,002,341       5,353,642
   Managing general partner                             49,239          52,788
                                                    ----------      ----------
                                                     5,051,580       5,406,430
                                                    ----------      ----------
                                                   $ 5,173,910     $ 5,496,873
                                                    ==========      ==========




     The financial information included as of September 30, 1995 has been
     prepared by management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                    2

<PAGE>



                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                Three months ended        Nine months ended
                                   September 30,             September 30,
                                 1995         1994        1995         1994

Revenues:
   Oil and gas sales         $  339,278   $  417,556   $1,121,134   $1,198,632
   Interest income                3,476        1,965        8,859        3,748
   Salvage income from
     abandoned property             125           -         3,991           -
                              ---------    ---------    ---------    ---------
     Total revenues             342,879      419,521    1,133,984    1,202,380

Costs and expenses:
   Production costs             186,906      196,961      583,009      600,469
   General and administrative
     expenses                    10,196       12,527       33,652       35,959
   Depletion                    114,128      147,976      375,599      514,916
   Abandoned property costs          -            -         1,658           -
                              ----------    --------    ---------    ---------
     Total costs and expenses   311,230      357,464      993,918    1,151,344
                              ----------    --------    ---------    ---------

Net income                   $    31,649   $  62,057   $  140,066   $   51,036
                              ==========    ========    =========    =========
Allocation of net income:
   Managing general partner  $       317   $     620   $    1,401   $      510
                              ==========    ========    =========    =========

   Limited partners          $    31,332   $  61,437   $  138,665   $   50,526
                              ==========    ========    ==========   ==========
Net income per limited
   partnership interest      $      1.82   $    3.57   $     8.06   $     2.94
                              ==========    ========    =========    =========
Distributions per limited
   partnership interest      $      9.79   $   10.10   $    28.47   $    29.25
                              ==========    ========    ==========   =========




     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                    3

<PAGE>



                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)



                                       Managing
                                       general       Limited
                                       partner       partners        Total


Balance at January 1, 1994           $   59,287     $5,996,978     $6,056,265

    Distributions                        (5,084)      (503,308)      (508,392)

    Net income                              510         50,526         51,036
                                      ---------      ---------      ---------
Balance at September 30, 1994        $   54,713     $5,544,196     $5,598,909
                                      =========      =========      =========


Balance at January 1, 1995           $   52,788     $5,353,642     $5,406,430

    Distributions                        (4,950)      (489,966)      (494,916)

    Net income                            1,401        138,665        140,066
                                      ---------      ---------      ---------
Balance at September 30, 1995        $   49,239     $5,002,341     $5,051,580
                                      =========      =========      =========



     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                    4

<PAGE>



                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                        Nine months ended
                                                           September 30,
                                                      1995            1994

Cash flows from operating activities:

  Net income                                       $  140,066     $   51,036
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                       375,599        514,916
      Salvage income from abandoned property           (3,991)            -
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable        29,154         (3,370)
     Increase in accounts payable                      33,392         30,125
                                                    ---------      ---------
       Net cash provided by operating activities      574,220        592,707

Cash flows from investing activities:

  Additions to oil and gas properties                 (40,976)        (3,740)
  Proceeds from equipment salvage on abandoned
    property                                            3,991             -
                                                    ---------      ---------
       Net cash used in investing activities          (36,985)        (3,740)

Cash flows from financing activities:

  Cash distributions to partners                     (494,916)      (508,392)
                                                    ---------      ---------
Net increase in cash and cash equivalents              42,319         80,575
Cash and cash equivalents at beginning of period      141,681        104,318
                                                    ---------      ---------
Cash and cash equivalents at end of period         $  184,000     $  184,893
                                                    =========      =========




     The financial information included herein has been prepared by
     management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                     5

<PAGE>



                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)

                           NOTES FINANCIAL STATEMENTS
                               September 30, 1995
                                   (Unaudited)


NOTE 1.

In the opinion of management, the unaudited financial statements as of September
30,  1995 of  Parker  &  Parsley  86-B,  Ltd.  (the  "Registrant")  include  all
adjustments and accruals consisting only of normal recurring accrual adjustments
which are  necessary  for a fair  presentation  of the  results  for the interim
period.  However,  the results of operations for the nine months ended September
30, 1995 are not necessarily  indicative of the results for the full year ending
December 31, 1995.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1994,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Steven L. Beal, Senior Vice President,  303 West Wall, Suite 101, Midland, Texas
79701.

NOTE 2.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting  practice  from the managing  general
partner,  Parker & Parsley  Development L.P. ("PPDLP") (see Item 2). The May 25,
1993  settlement  agreement  called for a payment of $115 million in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any inter- partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on  July  30,  1993.  The  limited  partners  received  their   distribution  of
$5,500,648, or $319.66 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the

                                    6

<PAGE>



Beaumont  trial  judge  entered a summary  judgment  against  Southmark  for the
$13,790,000  contingent fee sought by Price, together with prejudgment interest,
and also awarded Price an additional  $5,498,525 in attorneys'  fees.  Southmark
intends to vigorously  pursue appeal of the judgment.  The summary  judgment did
not give Price any relief  against the  Registrant,  and although PPDLP believes
the  lawsuit is without  merit and  intends to  vigorously  defend it,  PPDLP is
holding in reserve  approximately  12.5% of the total  settlement  pending final
resolution  of the  litigation  by the court.  Trial  against the  Registrant is
currently scheduled for April 1996.

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

The Registrant was formed October 29, 1986. The managing  general partner of the
Registrant  at  December  31,  1994 was  Parker &  Parsley  Development  Company
("PPDC")  which was merged  into  PPDLP on January 1, 1995.  On January 1, 1995,
PPDLP, a Texas limited partnership,  became the sole managing general partner of
the  Registrant,  by acquiring the rights and assuming the  obligations of PPDC.
PPDLP acquired PPDC's rights and obligations as managing  general partner of the
Registrant  in  connection  with the merger of PPDC,  P&P  Producing,  Inc.  and
Spraberry  Development  Corporation  into MidPar LP.,  which survived the merger
with a change of name to PPDLP.  The sole  general  partner of PPDLP is Parker &
Parsley Petroleum USA, Inc. PPDLP has the power and authority to manage, control
and  administer  all  Registrant  affairs.   The  limited  partners  contributed
$17,208,000  representing 17,208 interests ($1,000 per interest) sold to a total
of 1,466 limited partners.

Since its formation,  the Registrant  invested  $14,337,007 in various prospects
that were  drilled in Texas.  At  September  30,  1995,  the  Registrant  had 53
producing oil and gas wells. On August 1, 1990, the Registrant sold its interest
in one well. Two wells have been abandoned due to uneconomical  operations;  one
well in 1995 and one in a prior year. The Registrant  received  interests in one
additional  producing oil and gas well in 1993 due to the  Registrant's  back-in
after payout.

RESULTS OF OPERATIONS

Nine months ended September 30, 1995 compared with nine months ended
   September  30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $1,121,134 from $1,198,632
for the nine months ended September 30, 1995 and 1994, respectively,  a decrease
of 6%. The decrease in revenues  resulted  from a 12% decrease in barrels of oil
produced and sold and a 14% decrease in mcf of gas produced and sold,  offset by
increases  in the average  price  received per barrel of oil and mcf of gas. For
the nine  months  ended  September  30,  1995,  46,809  barrels of oil were sold
compared to 53,158 for the same period in 1994, a decrease of 6,349 barrels. For
the nine months ended September 30, 1995,  182,989 mcf of gas were sold compared
to 212,143 for the same period in 1994, a decrease of 29,154 mcf. The  decreases
were  due to the  decline  character  istics  of the  Registrant's  oil  and gas
properties. Because of these characteristics, management

                                     7

<PAGE>



expects a certain  amount of decline in  production  to  continue  in the future
until the Registrant's economically recoverable reserves are fully depleted.

The average price received per barrel of oil increased $1.50, or 9%, from $15.82
for the nine months  ended  September  30, 1994 to $17.32 for the same period in
1995 while the average price  received per mcf of gas  increased  from $1.69 for
the nine months ended  September  30, 1994 to $1.70 for the same period in 1995.
The market price for oil and gas has been extremely volatile in the past decade,
and  management  expects  a certain  amount of  volatility  to  continue  in the
foreseeable  future.  The  Registrant  may therefore sell its future oil and gas
production at average prices lower or higher than that received  during the nine
months ended September 30, 1995.

Salvage  income of $3,991  received  during the nine months ended  September 30,
1995 consisted of equipment  credits  received on one fully  depleted  abandoned
well.  There was no salvage income for the same period ended September 30, 1994.
Abandoned  property  costs of $1,658  were  incurred on one well during the nine
months ended September 30, 1995 compared to no abandonment activity for the same
period in 1994.

COSTS AND EXPENSES:

Total  costs and  expenses  decreased  to  $993,918  for the nine  months  ended
September  30,  1995 as compared to  $1,151,344  for the same period in 1994,  a
decrease of $157,426,  or 14%.  This  decrease was due to declines in production
costs, general and administrative  expenses ("G&A") and depletion,  offset by an
increase in abandoned property costs.

Production  costs were $583,009 for the nine months ended September 30, 1995 and
$600,469 for the same period in 1994,  resulting in a $17,460  decrease,  or 3%.
The  decrease  was due to  declines  in well  repair and  maintenance  costs and
production and ad valorem taxes.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased,  in aggregate,  6% from $35,959 for the nine months ended
September  30,  1994 to $33,652  for the same  period in 1995.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion was $375,599 for the nine months ended  September 30, 1995 compared to
$514,916 for the same period in 1994.  This  represented a decrease in depletion
of $139,317, or 27%. Depletion was computed quarterly on a  property-by-property
basis utilizing the  unit-of-production  method based upon the dominant  mineral
produced,  generally  oil. Oil production  decreased  6,349 barrels for the nine
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the nine months ended  September 30, 1995 was  calculated  based on reserves
computed utilizing an oil price of $16.46 per barrel.  Comparatively,  depletion
expense  for the three  months  ended  September  30, 1994 and June 30, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $18.39  per
barrel  while  depletion  expense for the three  months ended March 31, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $12.90  per
barrel.


                                     8

<PAGE>



On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on  July  30,  1993.  The  limited  partners  received  their  distribu  tion of
$5,500,648, or $319.66 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

Three months ended September 30, 1995 compared with three months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $339,278 from $417,556 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
19%.  The  decrease in revenues  resulted  from a 14% decrease in barrels of oil
produced  and sold,  a 15% decrease in mcf of gas produced and sold and declines
in the average  prices  received per barrel of oil and mcf of gas. For the three
months ended  September  30, 1995,  14,659  barrels of oil were sold compared to
16,990 for the same period in 1994, a decrease of 2,331  barrels.  For the three
months ended September 30, 1995,  64,019 mcf of gas were sold compared to 75,682
for the same period in 1994, a decrease of 11,663 mcf. The decreases were due to
the decline characteristics of the Registrant's oil and gas properties.



                                    9

<PAGE>



The average price received per barrel of oil decreased  $.87, or 5%, from $17.36
for the three months ended  September  30, 1994 to $16.49 for the same period in
1995 while the average  price  received  per mcf of gas  decreased 6% from $1.62
during the three months ended September 30, 1994 to $1.52 in 1995.

COSTS AND EXPENSES:

Total costs and  expenses  decreased  to  $311,230  for the three  months  ended
September  30,  1995 as compared  to  $357,464  for the same  period in 1994,  a
decrease of $46,234,  or 13%.  This  decrease was due to declines in  production
costs, G&A and depletion.

Production costs were $186,906 for the three months ended September 30, 1995 and
$196,961 for the same period in 1994,  resulting in a $10,055  decrease,  or 5%.
The decrease  primarily resulted from a reduction in well repair and maintenance
costs.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased in aggregate,  19% from $12,527 for the three months ended
September 30, 1994 to $10,196 for the same period in 1995.

Depletion was $114,128 for the three months ended September 30, 1995 compared to
$147,976 for the same period in 1994.  This  represented a decrease in depletion
of $33,848, or 23%. Oil production  decreased 2,331 barrels for the three months
ended September 30, 1995 from the same period in 1994. Depletion expense for the
three months ended September 30, 1995 was calculated based on reserves  computed
utilizing  an oil price of $16.46 per barrel  while  depletion  expense  for the
three months ended September 30, 1994 was calculated based on reserves  computed
utilizing an oil price of $18.39 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating  activities decreased to $574,220 during the nine
months ended September 30, 1995, an $18,487  decrease from the same period ended
September  30,  1994.  This  decrease was due to a decline in oil and gas sales,
offset by a decrease in production  costs.  The decline in oil and gas sales was
due to a decline in barrels of oil and mcf of gas produced  and sold,  offset by
increases  in the  average  prices  received  for oil and gas.  The  decrease in
production costs was due to declines in well repair and maintenance costs.

NET CASH USED IN INVESTING ACTIVITIES

The Registrant's investing activities during the nine months ended September 30,
1995  included  additions  to oil and gas  properties  related to a  capitalized
workover on one well.

Proceeds of $3,991 were received during the nine months ended September 30, 1995
from equipment credits received on one fully depleted abandoned well.

                                    10

<PAGE>



NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $494,916 of which $489,966 was  distributed to
the limited partners and $4,950 to the managing  general  partner.  For the same
period ended  September 30, 1994, cash was sufficient for  distributions  to the
partners of $508,392 of which $503,308 was  distributed to the limited  partners
and $5,084 to the managing general partner.

It is expected  that future net cash  provided by operating  activities  will be
sufficient for any capital expenditures and any distributions. As the production
from the properties declines, distributions are also expected to decrease.

ACCOUNTING STANDARD ON IMPAIRMENT OF LONG-LIVED ASSETS

In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 121 - Accounting for Impairment of Long-lived
Assets and for  Long-lived  Assets to Be Disposed Of ("FAS 121")  regarding  the
impairment of long-lived assets,  identifiable  intangibles and goodwill related
to those assets. FAS 121 is effective for financial  statements for fiscal years
beginning after December 15, 1995, although earlier adoption is encouraged.  The
application of FAS 121 to oil and gas companies utilizing the successful efforts
method (such as the Registrant) will require  periodic  determination of whether
the book value of long-lived  assets  exceeds the future cash flows  expected to
result from the use of such assets and,  if so, will  require  reduction  of the
carrying amount of the "impaired"  assets to their estimated fair values.  There
is currently a great deal of uncertainty as to how FAS 121 will apply to oil and
gas  companies  using  the  successful  efforts  method,  including  uncertainty
regarding  the  determination  of expected  future cash flows from the  relevant
assets and, if an impairment is determined to exist, their estimated fair value.
There  is also  uncertainty  regarding  the  level at  which  the test  might be
applied. Given this uncertainty,  the Registrant is currently unable to estimate
the effect that FAS 121 will have on the Registrant's  results of operations for
the period in which it is adopted.


                           PART II. OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  The managing general partner received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest

                                    11

<PAGE>



owners,  including  the  Registrant,  on July 30,  1993.  The  limited  partners
received their distribu tion of $5,500,648,  or $319.66 per limited  partnership
interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits - none

     (b)   Reports on Form 8-K - none




 
                                    12

<PAGE>


                           PARKER & PARSLEY 86-B, LTD.
                          (A Texas Limited Partnership)



                               S I G N A T U R E S



       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.


                                     PARKER & PARSLEY 86-B, LTD.

                              By:   Parker & Parsley Development L.P.,
                                     Managing General Partner

                                    By:  Parker & Parsley Petroleum USA, Inc.
                                         ("PPUSA"), General Partner




Dated:  November 9, 1995      By:   /s/ Steven L. Beal
                                   ---------------------------------------
                                   Steven L. Beal, Senior Vice President
                                    and Chief Financial Officer of PPUSA



                                    13

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000789790
<NAME> 86B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         184,000
<SECURITIES>                                         0
<RECEIVABLES>                                  154,955
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               338,955
<PP&E>                                      14,168,696
<DEPRECIATION>                               9,333,741
<TOTAL-ASSETS>                               5,173,910
<CURRENT-LIABILITIES>                          122,330
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   5,051,580
<TOTAL-LIABILITY-AND-EQUITY>                 5,173,910
<SALES>                                      1,121,134
<TOTAL-REVENUES>                             1,133,984
<CGS>                                                0
<TOTAL-COSTS>                                  993,918
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                140,066
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            140,066
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   140,066
<EPS-PRIMARY>                                     8.06
<EPS-DILUTED>                                        0
        

</TABLE>


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