PARKER & PARSLEY 86-B LTD
10-Q, 1996-11-12
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 September 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 __ pages.
                             -There are no exhibits-


<PAGE>



                           PARKER & PARSLEY 86-B, LTD.

                                TABLE OF CONTENTS


                                                                     Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of September 30, 1996 and
              December 31, 1995   .................................    3

           Statements of Operations for the three and nine
             months ended September 30, 1996 and 1995..............    4

           Statement of Partners' Capital for the nine months
             ended September 30, 1996..............................    5

           Statements of Cash Flows for the nine months ended
             September 30, 1996 and 1995...........................    6

           Notes to Financial Statements...........................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................    9
            


                           Part II. Other Information

Item 1.    Legal Proceedings.......................................   14


           Signatures..............................................   15




                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS
                                                    September 30,  December 31,
                                                        1996           1995
                                                    -----------    -----------
                                                    (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
     bearing deposits of $447,090 at September 30
     and $151,136 at December 31                    $   447,718    $   151,763
   Accounts receivable - oil and gas sales              167,126        178,375
   Accounts receivable - affiliate                       13,229            -
                                                     ----------     ----------
           Total current assets                         628,073        330,138
                                                     ----------     ----------

Oil and gas properties - at cost, based on the
   successful efforts accounting method              12,282,365     14,156,180
     Accumulated depletion                           (8,211,756)    (9,685,808)
                                                     ----------     ----------
           Net oil and gas properties                 4,070,609      4,470,372
                                                     ----------     ----------
                                                    $ 4,698,682    $ 4,800,510
                                                     ==========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                     $   128,051    $    70,218

Partners' capital:
   Limited partners (17,208 interests)                4,526,201      4,684,266
   Managing general partner                              44,430         46,026
                                                     ----------     ----------
                                                      4,570,631      4,730,292
                                                     ----------     ----------
                                                    $ 4,698,682    $ 4,800,510
                                                     ==========     ==========


The financial information included as of September 30, 1996 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 OPERATIONS
                                   (Unaudited)


                                   Three months ended      Nine months ended
                                      September 30,           September 30,
                                ---------------------   -----------------------
                                   1996        1995        1996         1995
                                ---------   ---------   ----------   ----------
Revenues:
   Oil and gas                  $ 375,549   $ 339,278   $1,178,727   $1,121,134
   Interest                         5,584       3,476       10,969        8,859
   Litigation settlement              -           -        565,756          -
   Salvage income from
     equipment disposals              -           125       12,859        3,991
   Gain (loss) on sale of
    assets                         (7,186)        -         59,870          -
                                 --------    --------    ---------    ---------
                                  373,947     342,879    1,828,181    1,133,984
                                 --------    --------    ---------    ---------
Costs and expenses:
   Oil and gas production         183,227     186,906      578,191      583,009
   General and administrative      11,267      10,196       35,362       33,652
   Depletion                       74,715     114,128      245,884      375,599
   Abandoned property                 -           -          8,340        1,658
                                 --------    --------    ---------    ---------
                                  269,209     311,230      867,777      993,918
                                 --------    --------    ---------    ---------

Net income                      $ 104,738   $  31,649   $  960,404   $  140,066
                                 ========    ========    =========    =========
Allocation of net income:
   Managing general partner     $   1,047   $     317   $    9,604   $    1,401
                                 ========    ========    =========    =========

   Limited partners             $ 103,691   $  31,332   $  950,800   $  138,665
                                 ========    ========    =========    =========
Net income per limited
   partnership interest         $    6.02   $    1.82   $    55.25   $     8.06
                                 ========    ========    =========    =========
Distributions per limited
   partnership interest         $   10.60   $    9.79   $    64.44   $    28.47
                                 ========    ========    =========    =========

         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)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




                                      Managing
                                      general       Limited
                                      partner       partners          Total
                                     ---------     -----------     -----------

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

    Distributions                      (11,200)     (1,108,865)     (1,120,065)

    Net income                           9,604         950,800         960,404
                                      --------      ----------      ----------

Balance at September 30, 1996        $  44,430     $ 4,526,201     $ 4,570,631
                                      ========      ==========      ==========





         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)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Nine months ended
                                                            September 30,
                                                     -------------------------
                                                         1996           1995
                                                     -----------     ---------
Cash flows from operating activities:

  Net income                                         $   960,404     $ 140,066
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                          245,884       375,599
      Salvage income from equipment disposals            (12,859)       (3,991)
      Gain on sale of assets                             (59,870)          -
  Changes in assets and liabilities:
      (Increase) decrease in accounts receivable          (1,980)       29,154
      Increase in accounts payable                        43,696        33,392
                                                      ----------      --------
        Net cash provided by operating activities      1,175,275       574,220
                                                      ----------      --------

Cash flows from investing activities:

  (Additions) disposals of oil and gas properties         10,145       (40,976)
  Proceeds from salvage income on equipment
    disposals                                             12,859         3,991
  Proceeds from sale of assets                           217,741           -
                                                      ----------      --------
        Net cash provided by (used in) investing
          activities                                     240,745       (36,985)
                                                      ----------      --------

Cash flows from financing activities:

  Cash distributions to partners                      (1,120,065)     (494,916)
                                                      ----------      --------

Net increase in cash and cash equivalents                295,955        42,319
Cash and cash equivalents at beginning of period         151,763       141,681
                                                      ----------      --------
Cash and cash equivalents at end of period           $   447,718     $ 184,000
                                                      ==========      ========

         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.

                                        6

<PAGE>



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

                           NOTES FINANCIAL STATEMENTS
                               September 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 September 30, 1996 and for the three and nine months ended September 30, 1996
and  1995  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.  These  interim  results  are not  necessarily
indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  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
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.

                                        7

<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 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
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has 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.  On June 28,  1996,  a final  distribution  was made to the  working
interest owners,  including $547,002, or $31.79 per limited partnership interest
to the Registrant and its partners.

                                        8

<PAGE>




Note 4.

A gain of  $55,538  from the sale of six oil and gas  wells  and four  saltwater
disposal wells to Costilla Energy,  L.L.C. was recognized during the nine months
ended September 30, 1996, resulting from proceeds received of $213,409, less the
write-off of remaining capitalized well costs of $157,871.

Item 2.     Management's Discussion and Analysis of Financial Condition
              and Results of Operations (1)

Results of Operations

Nine months ended  September 30, 1996 compared with nine months ended  September
  30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $1,178,727 from $1,121,134
for the nine months ended September 30, 1996 and 1995, respectively, an increase
of 5%. The  increase in  revenues  resulted  from a 19%  increase in the average
price  received  per  barrel  of oil and a 31%  increase  in the  average  price
received per mcf of gas,  offset by a 14% decline in barrels of oil produced and
sold and a 15%  decline in mcf of gas  produced  and sold.  For the nine  months
ended September 30, 1996, 40,327 barrels of oil were sold compared to 46,809 for
the same period in 1995, a decrease of 6,482  barrels.  Of the  decrease,  2,114
barrels, or 5%, was attributable to the sale of six oil and gas wells during the
nine months ended  September 30, 1996.  The  remaining  decrease of 9%, or 4,368
barrels, was due to the decline  characteristics of the Registrant's oil and gas
properties.  For the nine months ended  September  30, 1996,  155,807 mcf of gas
were sold  compared to 182,989 for the same period in 1995, a decrease of 27,182
mcf. Of the decrease,  8,343 mcf, or 5%, was attributable to the sale of ten oil
and gas wells.  The  remaining  decrease of 18,839  mcf, or 10%,  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 $3.29 from $17.32 for the
nine months ended September 30, 1995 to $20.61 for the same period in 1996 while
the average  price  received  per mcf of gas  increased  from $1.70 for the nine
months ended September 30, 1995 to $2.23 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 nine months ended
September 30, 1996.

Salvage income of $12,859  received  during the nine months ended  September 30,
1996 consisted of equipment  credits  received on two fully depleted  wells,  as
compared to equipment  credits of $3,991  received  during the nine months ended
September 30, 1995 on one fully depleted well.

                                        9

<PAGE>




For the nine months ended  September 30, 1996, the Registrant  recognized a gain
on sale of assets of $59,870. Of this amount,  $55,538, from the sale of six oil
and gas wells and four saltwater disposal wells to Costilla Energy,  L.L.C., was
attributable  to proceeds  received of $213,409  less the write-off of remaining
capitalized well costs of $157,871.  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  $867,777  for the nine  months  ended
September  30,  1996 as compared  to  $993,918  for the same  period in 1995,  a
decrease of $126,141,  or 13%.  This  decrease was due to declines in production
costs and depletion,  offset by increases in general and administrative expenses
("G&A") and abandoned property costs.

Production  costs were $578,191 for the nine months ended September 30, 1996 and
$583,009  for the same  period  in 1995,  resulting  in a $4,818  decrease.  The
decrease was due to a reduction 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,  5% from $33,652 for the nine months ended
September  30,  1995 to $35,362  for the same  period in 1996.  The  Partnership
agreement limits G&A to 3% of gross oil and gas revenues.

Depletion was $245,884 for the nine months ended  September 30, 1996 compared to
$375,599 for the same period in 1995,  representing  a decrease of $129,715,  or
35%. This decrease was primarily  attributable to the following  factors:  (i) a
reduction  in the  Registrant's  net  depletable  basis  from  charges  taken in
accordance with 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"),  (ii) a reduction in oil production  from the nine months ended
September  30, 1995 of 6,482  barrels,  partially  due to the sale of properties
during the same period in 1996,  and (iii) an  increase in oil and gas  reserves
during the third quarter of 1996 as a result of higher commodity prices.

Abandoned  property costs of $8,340 were incurred on the abandonment of one well
during the nine months ended  September 30, 1996 compared to $1,658 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

                                       10

<PAGE>



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.

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 yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has 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.

                                       11

<PAGE>



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.  On June 28,  1996,  a final  distribution  was made to the  working
interest owners,  including $547,002, or $31.79 per limited partnership interest
to the Registrant and its partners.

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

Revenues:

The  Registrant's  oil and gas revenues  increased to $375,549 from $339,278 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
11%. The increase in revenues  resulted from a 30% increase in the average price
received per barrel of oil and a 40% increase in the average price  received per
mcf of gas,  offset by a 15%  decrease in barrels of oil produced and sold and a
19%  decrease  in mcf of gas  produced  and  sold.  For the three  months  ended
September 30, 1996,  12,418  barrels of oil were sold compared to 14,659 for the
same  period in 1995,  a  decrease  of 2,241  barrels.  Of the  decrease,  1,340
barrels,  or 9%,  was  attributable  to the sale of six oil and gas  wells.  The
additional   decrease   of  6%,  or  901   barrels,   was  due  to  the  decline
characteristics of the Registrant's oil and gas properties. For the three months
ended September 30, 1996, 51,674 mcf of gas were sold compared to 64,019 for the
same period in 1995,  a decrease of 12,345 mcf. Of the  decrease,  4,822 mcf, or
7%,  was  attributable  to the  sale of six oil and gas  wells.  The  additional
decrease of 7,523 mcf, or 12%,  was due to the  decline  characteristics  of the
Registrant's oil and gas properties.

The average price received per barrel of oil increased $4.90 from $16.49 for the
three  months  ended  September  30,  1995 to $21.39 for the same period in 1996
while the average price  received per mcf of gas increased from $1.52 during the
three months ended September 30, 1995 to $2.13 in 1996.

Salvage income of $125 received during the three months ended September 30, 1995
consisted of equipment credits received on one fully depleted well. There was no
salvage income received for the same period ended September 30, 1996.

Costs and Expenses:

Total costs and  expenses  decreased  to  $269,209  for the three  months  ended
September  30,  1996 as compared  to  $311,230  for the same  period in 1995,  a
decrease of $42,021,  or 14%.  This  decrease was due to declines in  production
costs and depletion, offset by an increase in G&A.

Production costs were $183,227 for the three months ended September 30, 1996 and
$186,906 for the same period in 1995, resulting in a $3,679 decrease, or 2%. The
decrease resulted from a reduction 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

                                       12

<PAGE>



period, G&A increased in aggregate,  11% from $10,196 for the three months ended
September 30, 1995 to $11,267 for the same period in 1996.

Depletion was $74,715 for the three months ended  September 30, 1996 compared to
$114,128  for the same period in 1995,  representing  a decrease of $39,413,  or
35%,  primarily  attributable to the following  factors:  (i) a reduction in the
Registrant's net depletable basis from charges taken in accordance with FAS 121,
(ii) a reduction in oil  production  from the three months ended  September  30,
1995 of 2,241 barrels,  partially due to the sale of properties  during the same
period in 1996,  and (iii) an increase in oil and gas reserves  during the third
quarter of 1996 as a result of higher commodity prices.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $601,055  during the nine
months ended  September 30, 1996 from the same period ended  September 30, 1995.
This increase was  primarily due to the receipt of proceeds from the  litigation
settlement as discussed in Note 3 and an increase in oil and gas sales receipts.

Net Cash Provided by (Used in) Investing Activities

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

Proceeds from salvage  income of $12,859 and of $3,991 were received  during the
nine months ended  September 30, 1996 and 1995,  respectively,  from the sale of
oil and gas equipment on one fully depleted well.

Proceeds of $217,741  were received  during the nine months ended  September 30,
1996 from the sale of ten oil and gas wells.

Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1996 to cover
distributions  to the partners of $1,120,065 of which $1,108,865 was distributed
to the limited  partners and $11,200 to the managing  general  partner.  For the
same period ended September 30, 1995, cash was sufficient for  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.

Cash  distributions  to the  partners of  $1,120,065  for the nine months  ended
September 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.

                                       13

<PAGE>



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.



                           Part II. Other Information

Item 1.       Legal Proceedings

During  April  1996,  the  Registrant  completed  the  settlement  of a material
litigation to which it was a party.  This  litigation and  settlement  hereof is
described in Note 3 of Notes to Financial Statements above.






                                       14

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



                                       15

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000789790
<NAME> 86B.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         447,718
<SECURITIES>                                         0
<RECEIVABLES>                                  180,355
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               628,073
<PP&E>                                      12,282,365
<DEPRECIATION>                               8,211,756
<TOTAL-ASSETS>                               4,698,682
<CURRENT-LIABILITIES>                          128,051
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,570,631
<TOTAL-LIABILITY-AND-EQUITY>                 4,698,682
<SALES>                                      1,178,727
<TOTAL-REVENUES>                             1,828,181
<CGS>                                                0
<TOTAL-COSTS>                                  867,777
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                960,404
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            960,404
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   960,404
<EPS-PRIMARY>                                    55.25
<EPS-DILUTED>                                        0
        

</TABLE>


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