PARKER & PARSLEY 86-B LTD
10-Q, 1996-08-12
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 June 30, 1996, 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 16 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

                                                      June 30,    December 31,
                                                        1996          1995
                                                    -----------   -----------
                                                    (Unaudited)
              ASSETS
Current assets:
 Cash and cash equivalents, including
  interest bearing deposits of $431,402
  at June 30 and $151,136 at December 31           $   432,029   $   151,763
 Accounts receivable - oil and gas sales               191,184       178,375
 Accounts receivable - affiliate                        13,229            -
                                                    ----------    ----------
     Total current assets                              636,442       330,138

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                             12,437,587    14,156,180
  Accumulated depletion                             (8,287,535)   (9,685,808)
                                                    ----------    ----------
     Net oil and gas properties                      4,150,052     4,470,372
                                                    ----------    ----------
                                                   $ 4,786,494   $ 4,800,510
                                                    ==========    ==========
  LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate                      $   136,433   $    70,218
Partners' capital:
 Limited partners (17,208 interests)                 4,604,837     4,684,266
 Managing general partner                               45,224        46,026
                                                    ----------    ----------
                                                     4,650,061     4,730,292
                                                    ----------    ----------
                                                   $ 4,786,494   $ 4,800,510
                                                    ==========    ==========

         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 financial statements.

                                        2


<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                 Three months ended        Six months ended
                                      June 30,                  June 30,
                                  1996        1995         1996        1995
                               ----------  ----------   ----------  ----------
Revenues:
 Oil and gas sales             $  407,378  $  392,091   $  803,178  $  781,856
 Interest income                    2,975       2,958        5,385       5,383
 Salvage income from
  equipment disposals               5,972       3,866       12,859       3,866
 Gain on sale of assets            62,724          -        67,056          -
 Litigation proceeds              565,756          -       565,756          -
                                ---------   ---------    ---------   ---------
     Total revenues             1,044,805     398,915    1,454,234     791,105
Costs and expenses:
 Production costs                 194,705     197,754      394,964     394,407
 General and admin-
  istrative expenses               12,221      11,763       24,095      23,456
 Depletion                         79,117     121,109      171,169     261,471
 Abandoned property
  costs                             6,854          26        8,340       3,354
                                ---------   ---------    ---------   ---------
     Total costs and
      expenses                    292,897     330,652      598,568     682,688
                                ---------   ---------    ---------   ---------
Net income                     $  751,908  $   68,263   $  855,666  $  108,417
                                =========   =========    =========   =========
Allocation of net income:
  Managing general
   partner                     $    7,519  $      683   $    8,557  $    1,084
                                =========   =========    =========   =========
Limited partners               $  744,389  $   67,580   $  847,109  $  107,333
                                =========   =========    =========   =========
Net income per limited
 partnership interest          $    43.26  $     3.93   $    49.23  $     6.24
                                =========   =========    =========   =========
Distributions per limited
 partnership interest          $    43.80  $     8.35   $    53.84  $    18.68
                                =========   =========    =========   =========

         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 financial 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, 1995           $    52,788   $ 5,353,642   $ 5,406,430

Distributions                             (3,248)     (321,528)     (324,776)

Net income                                 1,084       107,333       108,417
                                      ----------    ----------    ----------
Balance at June 30, 1995             $    50,624   $ 5,139,447   $ 5,190,071
                                      ==========    ==========    ==========


Balance at January 1, 1996           $    46,026   $ 4,684,266   $ 4,730,292

Distributions                             (9,359)     (926,538)     (935,897)

Net income                                 8,557       847,109       855,666
                                      ----------    ----------    ----------
Balance at June 30, 1996             $    45,224   $ 4,604,837   $ 4,650,061
                                      ==========    ==========    ==========







         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 financial statements.

                                        4


<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Six months ended
                                                             June 30,
                                                        1996         1995
                                                     ----------   ----------
Cash flows from operating activities:
 Net income                                          $  855,666   $  108,417
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depletion                                            171,169      261,471
   Salvage income from equipment disposals              (12,859)      (3,866)
   Gain on sale of assets                               (67,056)          -
 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable            (26,038)      13,879
  Increase in accounts payable                           52,487       35,285
                                                      ---------    ---------
     Net cash provided by operating
      activities                                        973,369      415,186

Cash flows from investing activities:
 (Additions) disposals of oil and gas
  properties                                             12,078      (40,650)
 Proceeds from salvage income on
  equipment disposals                                    12,859        3,866
 Proceeds from sale of assets                           217,857           -
                                                      ---------    ---------
     Net cash provided by (used in)
      investing activities                              242,794      (36,784)

Cash flows from financing activities:
 Cash distributions to partners                        (935,897)    (324,776)
                                                      ---------    ---------
Net increase in cash and cash equivalents               280,266       53,626
Cash and cash equivalents at beginning
 of period                                              151,763      141,681
                                                      ---------    ---------
Cash and cash equivalents at end of period           $  432,029   $  195,307
                                                      =========    =========

         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 financial statements.

                                        5


<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)


NOTE 1.

Parker  &  Parsley  86-B,  Ltd.  (the  "Registrant")  is a  limited  partnership
organized in 1986 under the laws of the State of Texas.

The Registrant  engages  primarily in oil and gas  development and production in
Texas and is not involved in any industry segment other than oil and gas.

NOTE 2.

In the opinion of management, the Registrant's unaudited financial statements as
of June 30, 1996 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,  these  interim  results  are  not
necessarily indicative of results for a full year.

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,  1995,  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 3.

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  Parker  &  Parsley
Development L. P. ("PPDLP").  The May 25, 1993 settlement agreement called for a
payment  of  $115  million  in  cash  by  the  defendants,  and  Southmark,  the

                                        6

<PAGE>



Registrant,  and the other  plaintiffs  indemnified  the defendants  against the
claims of Jack N.  Price.  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.

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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"),  which was merged into PPDLP on January 1,
1995,  from its former  parent in May 1989,  PPDC's  interest in the lawsuit and
subsequent  settlement was retained by the former parent.  Consequently,  all of
PPDC's share of the settlement  related to its separately  held interests in the
wells and its partnership  interests in the sponsored  partnerships (except that
portion allocable to interests  acquired by PPDC after May 1989) was paid to the
former parent.

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.  On January 22, 1996,  the trial judge entered an interlocutory

                                        7

<PAGE>



summary judgment against Dresser Industries and Baker Hughes for an amount to be
determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and posted a  supersedeas  bond using the Reserve as  collateral.  On
April 29, 1996,  all of the parties,  including the  Registrant  and  Southmark,
entered  into a $7.4  million  settlement  with Price  which  fully and  finally
resolves all of the litigation and disputes  between the parties,  including the
Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution of $547,002 to the limited  partners,  or
$31.79 per limited partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

NOTE 4.

A gain of  $62,724  from the sale of six oil and gas wells to  Costilla  Energy,
L.L.C. was recognized during the six months ended June 30, 1996,  resulting from
proceeds received of $213,525,  less the write-off of remaining capitalized well
costs of $150,801.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (1)

Results of Operations

Six months ended June 30, 1996 compared with six months ended June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $803,178 from $781,856 for
the six months  ended June 30, 1996 and 1995,  respectively,  an increase of 3%.
The  increase  in revenues  resulted  from a 15%  increase in the average  price
received per barrel of oil and a 27% increase in the average price  received per
mcf of gas,  offset by a 13%  decrease in barrels of oil produced and sold and a
12% decrease in mcf of gas produced and sold.  For the six months ended June 30,
1996,  27,909 barrels of oil were sold compared to 32,150 for the same period in

                                        8

<PAGE>



1995, a decrease of 4,241  barrels.  Of the  decrease,  774 barrels,  or 2%, was
attributable  to the sale of ten oil and gas wells  during the six months  ended
June 30, 1996. The remaining  decrease of 11%, or 3,467 barrels,  was due to the
decline characteristics of the Registrant's oil and gas properties.  For the six
months ended June 30, 1996, 104,133 mcf of gas were sold compared to 118,970 for
the same period in 1995, a decrease of 14,837 mcf. Of the  decrease,  3,519 mcf,
or 3%,  was  attributable  to the sale of ten oil and gas wells.  The  remaining
decrease of 11,318 mcf,  or 9%, was due to the  decline  characteristics  of the
Registrant's  oil  and  gas  properties.   Because  of  these   characteristics,
management  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 $2.57 from $17.70 for the
six months  ended June 30,  1995 to $20.27 for the same period in 1996 while the
average price  received per mcf of gas  increased  from $1.79 for the six months
ended June 30, 1995 to $2.28 for the same period in 1996.  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 six months ended June 30,
1996.

Salvage  income of $3,866  received  during the six months  ended June 30,  1995
consisted of equipment credits received on one fully depleted well. There was no
salvage income for the same period ended June 30, 1996.

For the six months ended June 30,  1996,  the  Partnership  recognized a gain on
sale of assets of $67,056. Of this amount,  $62,724 was from the sale of six oil
and gas wells to Costilla Energy,  L.L.C.,  attributable to proceeds received of
$213,525 less the write-off of remaining  capitalized well costs of $150,801. An
additional  unrelated  sale of four fully depleted oil and gas wells resulted in
proceeds received of $4,332.

Costs and Expenses:

Total costs and expenses decreased to $598,568 for the six months ended June 30,
1996 as compared to $682,688 for the same period in 1995, a decrease of $84,120,
or 12%. This decrease was due to a decline in depletion,  offset by increases in
production  costs,  general and  administrative  expenses  ("G&A") and abandoned
property costs.

Production  costs  were  $394,964  for the six months  ended  June 30,  1996 and
$394,407 for the same period in 1995 resulting in a $557 increase.  The increase


                                        9

<PAGE>



was  primarily due to an increase in workover  expense  incurred in an effort to
stimulate well  production,  offset by a decline 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 increased,  in aggregate,  3%, from $23,456 for the six months ended
June 30, 1995 to $24,095 for the same period in 1996. The Partnership  agreement
limits G&A to 3% of gross oil and gas revenues.

Depletion  was  $171,169  for the six months  ended June 30,  1996  compared  to
$261,471 for the same period in 1995.  This  represented a decrease in depletion
of $90,302, or 35%, primarily  attributable to the adoption of the provisions of
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("FAS  121")  effective  the  fourth  quarter of 1995 and the  reduction  of net
depletable  basis  resulting  from the  charge  taken  upon  such  adoption.  In
addition,  of the decrease,  $23,209, or 9%, was attributable to the sale of ten
oil and gas wells  during the six  months  ended June 30,  1996.  Depletion  was
computed property-by-property utilizing the unit-of-production method based upon
the dominant  mineral  produced,  generally oil. Oil production  decreased 4,241
barrels  for the six months  ended June 30,  1996 from the same  period in 1995,
while oil reserves of barrels were revised upward by 15,292 barrels, or 2%.

Abandoned  property  costs of $8,340  were  incurred  on one well during the six
months ended June 30, 1996 compared to $3,354 for the same period in 1995.

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,  and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. 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.

                                       10

<PAGE>



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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition  of the purchase by Parker & Parsley  Petroleum  Company of PPDC,
which was merged  into PPDLP on January 1, 1995,  from its former  parent in May
1989,  PPDC's interest in the lawsuit and subsequent  settlement was retained by
the former parent.  Consequently,  all of PPDC's share of the settlement related
to its separately held interests in the wells and its  partnership  interests in
the sponsored  partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.

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. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment against Dresser Industries and Baker Hughes for an amount to be
determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and posted a  supersedeas  bond using the Reserve as  collateral.  On

                                       11

<PAGE>



April 29, 1996,  all of the parties,  including the  Registrant  and  Southmark,
entered  into a $7.4  million  settlement  with Price  which  fully and  finally
resolves all of the litigation and disputes  between the parties,  including the
Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution of $547,002 to the limited  partners,  or
$31.79 per limited partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

Three months ended June 30, 1996 compared with three months ended June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $407,378 from $392,091 for
the three months ended June 30, 1996 and 1995, respectively,  an increase of 4%.
The  increase  in revenues  resulted  from a 19%  increase in the average  price
received per barrel of oil and a 50% increase in the average price  received per
mcf of gas,  offset by an 18% decrease in barrels of oil produced and sold and a
21% decrease in mcf of gas  produced  and sold.  For the three months ended June
30, 1996, 13,083 barrels of oil were sold compared to 15,871 for the same period
in 1995, a decrease of 2,788 barrels.  Of the decrease,  942 barrels, or 6%, was
attributable  to the sale of six oil and gas wells.  The additional  decrease of
12%,  or  1,846  barrels,  was  due  to  the  decline   characteristics  of  the
Registrant's  oil and gas properties.  For the three months ended June 30, 1996,
51,266 mcf of gas were sold  compared to 64,537 for the same  period in 1995,  a
decrease of 13,271 mcf. Of the decrease,  4,876 mcf, or 8%, was  attributable to
the sale of six oil and gas wells. The additional decrease of 8,395 mcf, or 13%,
was  due  to the  decline  characteristics  of  the  Registrant's  oil  and  gas
properties.

The average price received per barrel of oil increased $3.53 from $18.18 for the
three months ended June 30, 1995 to $21.71 for the same period in 1996 while the
average  price  received  per mcf of gas  increased  from $1.61 during the three
months ended June 30, 1995 to $2.41 in 1996.


                                       12

<PAGE>



Salvage  income of $3,866  received  during the three months ended June 30, 1995
consisted of equipment credits received on one fully depleted well. There was no
salvage income received for the same period ended June 30, 1996.

A gain of $62,724 from the sale of six oil and gas wells was  recognized  during
the three  months  ended June 30,  1996,  resulting  from  proceeds  received of
$213,525 less the write-off of remaining capitalized well costs of $150,801.

Costs and Expenses:

Total costs and  expenses  decreased to $292,897 for the three months ended June
30,  1996 as compared  to  $330,652  for the same period in 1995,  a decrease of
$37,755,  or 11%.  This  decrease  was due to declines in  production  costs and
depletion, offset by increases in G&A and abandoned property costs.

Production  costs were  $194,705  for the three  months  ended June 30, 1996 and
$197,754 for the same period in 1995 resulting in a $3,049 decrease,  or 2%. The
decrease was due to a decline in well repair and maintenance costs, offset by an
increase in workover expense incurred in an effort to stimulate well production.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A increased,  in aggregate, 4% from $11,763 for the three months ended
June 30, 1995 to $12,221 for the same period in 1996.

Depletion  was $79,117  for the three  months  ended June 30,  1996  compared to
$121,109 for the same period in 1995.  This  represented a decrease in depletion
of $41,992, or 35%, primarily attributable to the adoption of FAS 121 the fourth
quarter of 1995, as discussed previously. In addition, of the decrease, $15,005,
or 12% was  attributable  to the sale of six oil and gas wells  during the three
months ended June 30, 1996. Oil production decreased 2,788 barrels for the three
months ended June 30, 1996 from the same period in 1995.

Abandoned property costs of $6,854 and $26 were incurred during the three months
ended June 30, 1996 and 1995, respectively.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased during the six months ended
June 30, 1996 $558,183  from the same period ended June 30, 1995.  This increase


                                       13

<PAGE>



was primarily due to the receipt of proceeds from the  litigation  settlement as
discussed in Note 3 and a reduction in well repair and  maintenance  costs paid,
offset by a decline in oil and gas sales receipts.

Net Cash Provided by (Used in) Investing Activities

The Registrant's  investing activities during the six months ended June 30, 1996
included  proceeds received from the disposal of oil and gas equipment on active
properties,  while the six months  ended  June 30,  1995  included  expenditures
related to a capitalized workover on one well.

Proceeds from salvage income of $12,859 and $3,866 were received  during the six
months ended June 30, 1996 and 1995, respectively,  from the sale of oil and gas
equipment on one fully depleted well.

Proceeds of $217,857  were  received  during the six months  ended June 30, 1996
from the sale of ten oil and gas wells.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $935,897 of which $926,538 was  distributed to
the limited partners and $9,359 to the managing  general  partner.  For the same
period  ended  June 30,  1995,  cash was  sufficient  for  distributions  to the
partners of $324,776 of which $321,528 was  distributed to the limited  partners
and $3,248 to the managing general partner.

Cash distributions to the partners of $935,897 for the six months ended June 30,
1996  included  $547,002  to the  limited  partners  and $5,525 to the  managing
general partner,  resulting from proceeds received in the litigation  settlement
as  discussed in Note 3. A receivable  of $13,229  from the  settlement  will be
received and  distributed,  pending  revision of division  orders after  pay-out
provisions on one well.

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.

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

(1)  "Item 2.  Management's  Discussion and Analysis of Financial  Condition and
     Results of Operations"  contains  forward  looking  statements that involve
     risks and uncertainties.  Accordingly,  no assurances can be given that the
     actual  events  and  results  will  not be  materially  different  than the
     anticipated results described in the forward looking statements.

                                       14

<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

The Registrant is party to material  litigation  which is described in Note 3 of
Notes to Financial Statements above.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - none
(b)  Reports on Form 8-K - none


                                                              15

<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:  August 12, 1996          By:  /s/ Steven L. Beal
                                     ---------------------------------------
                                     Steven L. Beal, Senior Vice
                                      President and Chief Financial
                                       Officer of PPUSA


                                       16

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000789790
<NAME> 86B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         432,029
<SECURITIES>                                         0
<RECEIVABLES>                                  204,413
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               636,442
<PP&E>                                      12,437,587
<DEPRECIATION>                               8,287,535
<TOTAL-ASSETS>                               4,786,494
<CURRENT-LIABILITIES>                          136,433
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,650,061
<TOTAL-LIABILITY-AND-EQUITY>                 4,786,494
<SALES>                                        803,178
<TOTAL-REVENUES>                             1,454,234
<CGS>                                                0
<TOTAL-COSTS>                                  598,568
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                855,666
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            855,666
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   855,666
<EPS-PRIMARY>                                    49.23
<EPS-DILUTED>                                        0
        

</TABLE>


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