PARKER & PARSLEY 86-C 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. 33-3353C


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


                 Texas                                    75-2142283
    (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-C, 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 $167,178
  at June 30 and $73,587 at December 31           $    167,631   $     73,796
 Accounts receivable - oil and gas sales               172,519        151,051
                                                   -----------    -----------
     Total current assets                              340,150        224,847

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                             14,633,228     15,562,115
  Accumulated depletion                            (10,608,365)   (11,373,411)
                                                   -----------    -----------
     Net oil and gas properties                      4,024,863      4,188,704
                                                   -----------    -----------
                                                  $  4,365,013   $  4,413,551
                                                   ===========    ===========
  LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate                     $    128,630   $    113,085

Partners' capital:
 Limited partners (19,317 interests)                 4,195,327      4,258,769
 Managing general partner                               41,056         41,697
                                                   -----------    -----------
                                                     4,236,383      4,300,466
                                                   -----------    -----------
                                                  $  4,365,013   $  4,413,551
                                                   ===========    ===========

         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-C, 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             $  415,925  $  383,810  $  806,460  $  768,332
 Interest income                    1,845       2,175       3,151       3,844
 Salvage income from
  equipment disposal                   -        4,257      28,740       4,257
 Gain on sale of assets            39,034          -       39,034          -
 Litigation settlement            704,864          -      704,864          -
                                ---------   ---------   ---------   ---------
    Total revenues              1,161,668     390,242   1,582,249     776,433
Costs and expenses:
 Production costs                 206,401     199,717     433,601     408,220
 General and adminis-
  trative expenses                 12,478      11,514      24,194      23,050
 Depletion                         86,010     148,150     183,153     323,355
 Loss on abandoned property            -      141,386          -      141,386
 Abandoned property costs           6,572      10,741      27,923      10,741
                                ---------   ---------   ---------   ---------
    Total costs and
     expenses                     311,461     511,508     668,871     906,752
                                ---------   ---------   ---------   ---------
    Net income (loss)          $  850,207  $ (121,266) $  913,378  $ (130,319)
                                =========   =========   =========   =========
Allocation of net
 income (loss):
  Managing general
   partner                     $    8,502  $   (1,213) $    9,134  $   (1,303)
                                =========   =========   =========   =========
Limited partners               $  841,705  $ (120,053) $  904,244  $ (129,016)
                                =========   =========   =========   =========
Net income (loss) per
 limited partnership
 interest                      $    43.57  $    (6.22) $    46.81  $    (6.68)
                                =========   =========   =========   =========
Distributions per limited
 partnership interest          $    44.12  $     8.83  $    50.10  $    17.95
                                =========   =========   =========   =========

         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-C, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)



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

Balance at January 1, 1995           $    58,247   $ 5,897,267   $ 5,955,514

Distributions                             (3,502)     (346,729)     (350,231)

Net loss                                  (1,303)     (129,016)     (130,319)
                                      ----------    ----------    ----------
Balance at June 30, 1995             $    53,442   $ 5,421,522   $ 5,474,964
                                      ==========    ==========    ==========


Balance at January 1, 1996           $    41,697   $ 4,258,769   $ 4,300,466

Distributions                             (9,775)     (967,686)     (977,461)

Net income                                 9,134       904,244       913,378
                                      ----------    ----------    ----------
Balance at June 30, 1996             $    41,056   $ 4,195,327   $ 4,236,383
                                      ==========    ==========    ==========








         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-C, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                         Six months ended
                                                              June 30,
                                                         1996         1995
                                                      ----------   ----------
Cash flows from operating activities:
 Net income (loss)                                   $   913,378  $ (130,319)
 Adjustments to reconcile net income
  (loss) to net cash provided by operating
  activities:
   Depletion                                             183,153      323,355
   Loss on abandoned property                                 -       141,386
   Salvage income from equipment disposal                (28,740)      (4,257)
   Gain on sale of assets                                (39,034)          -
 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable             (21,468)       4,064
  Increase (decrease) in accounts payable                    (25)      52,389
                                                       ---------    ---------
     Net cash provided by operating
      activities                                       1,007,264      386,618
Cash flows from investing activities:
 Proceeds from salvage income on equipment
  disposal                                                28,740        4,257
 Proceeds from equipment salvage on abandoned
  property                                                    -           678
 Proceeds from sale of assets                             39,318           -
 (Additions) disposals of oil and gas
  properties                                              (4,026)      11,551
                                                       ---------    ---------
     Net cash provided by investing
      activities                                          64,032       16,486
Cash flows from financing activities:
 Cash distributions to partners                         (977,461)    (350,231)
                                                       ---------    ---------
Net increase in cash and cash equivalents                 93,835       52,873
Cash and cash equivalents at beginning
 of period                                                73,796       67,305
                                                       ---------    ---------
Cash and cash equivalents at end of period            $  167,631   $  120,178
                                                       =========    =========

         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-C, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)



NOTE 1.

Parker  &  Parsley  86-C,  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 of operations 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

                                        6

<PAGE>



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.

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 $6,972,477,  or $360.95 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

                                        7

<PAGE>



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
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 $697,816 to the limited  partners,  or
$36.12 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 $39,034  from the sale of four oil and gas wells to  Costilla  Energy,
L.L.C. was recognized during the six months ended June 30, 1996, attributable to
proceeds of $39,318  received  from the sale,  less the  write-off  of remaining
capitalized well costs of $284.

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 $806,460 from $768,332 for
the six months  ended June 30, 1996 and 1995,  respectively,  an increase of 5%.
The  increase  in revenues  resulted  from a 16%  increase in the average  price
received per barrel of oil and a 25% increase in the average price  received per
mcf of gas,  offset by a 14%  decrease in barrels of oil produced and sold and a
6% decrease in mcf of gas produced and sold.  For the six  months ended June 30,

                                        8

<PAGE>



1996,  26,147 barrels of oil were sold compared to 30,477 for the same period in
1995,  a decrease  of 4,330  barrels.  For the six months  ended June 30,  1996,
125,693 mcf of gas were sold  compared to 134,079 for the same period in 1995, a
decrease of 8,386 mcf. The decreases in production volumes were primarily 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 $2.88 from $17.60 for the
six months  ended June 30,  1995 to $20.48 for the same period in 1996 while the
average price received per mcf of gas increased from $1.73 during the six months
ended June 30, 1995 to $2.16 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 $28,740 and $4,257 was  received  during the six months ended
June 30, 1996 and 1995, respectively,  attributable to credits received from the
disposal of oil and gas equipment on one fully depleted well.

A gain of $39,034 from the sale of four oil and gas wells was recognized  during
the six months ended June 30, 1996, attributable to proceeds of $39,318 received
from the sale, less the write-off of remaining capitalized well costs of $284.

Costs and Expenses:

Total costs and expenses decreased to $668,871 for the six months ended June 30,
1996 as  compared  to  $906,752  for the same  period  in 1995,  a  decrease  of
$237,881,  or 26%.  This  decrease was due to declines in depletion  and loss on
abandoned  property,  offset by  increases  in  production  costs,  general  and
administrative expenses ("G&A") and abandoned property costs.

Production  costs  were  $433,601  for the six months  ended  June 30,  1996 and
$408,220  for the same period in 1995  resulting in a $25,381  increase,  or 6%.
This increase was primarily the result of additional well repair and maintenance
costs 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

                                        9

<PAGE>



period,  G&A increased,  in aggregate,  5% from $23,050 for the six months ended
June 30, 1995 to $24,194 for the same period in 1996. The Partnership  agreement
limits G&A to 3% of gross oil and gas revenues.

Depletion  was  $183,153  for the six months  ended June 30,  1996  compared  to
$323,355 for the same period in 1995. This represented a decline in depletion of
$140,202,  or 43%,  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.  Depletion
was computed property-by-property  utilizing the unit-of-production method based
upon the dominant  mineral  produced,  generally oil. Oil  production  decreased
4,330  barrels  for the six months  ended June 30,  1996 from the same period in
1995, while oil reserves of barrels were revised downward by 34,442 barrels,  or
5%.

Incurred expenses of $27,923 for abandoned  property costs during the six months
ended June 30, 1996 were  related to two of the four wells sold and is reflected
in the net post-closing adjustment on the sale of properties.

A loss on abandoned  property of $141,386 was  recognized  during the six months
ended June 30,  1995.  This loss was the result of  proceeds  received of $3,318
from equipment  salvage on abandoned  property,  less the write-off of remaining
capitalized  well  costs of  $144,704.  Expenses  incurred  during the six month
period ended June 30, 1995 to plug and abandon one well totaled $10,741.

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 $6,972,477,  or $360.95 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 $697,816 to the limited  partners,  or
$36.12 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 $415,925 from $383,810 for
the three months ended June 30, 1996 and 1995, respectively,  an increase of 8%.
The  increase  in revenues  resulted  from a 22%  increase in the average  price
received per barrel of oil and a 42% increase in the average price  received per
mcf of gas,  offset by a 16% decline in barrels of oil  produced  and sold and a
15% decline in mcf of gas produced and sold. For the three months ended June 30,
1996,  12,670 barrels of oil were sold compared to 15,017 for the same period in
1995,  a decrease of 2,347  barrels.  For the three  months ended June 30, 1996,
60,830 mcf of gas were sold  compared to 71,654 for the same  period in 1995,  a
decrease of 10,824 mcf. The decrease in production  volumes was primarily due to
the decline characteristics of the Registrant's oil and gas properties.

The average price received per barrel of oil increased $4.05 from $18.02 for the
three months ended June 30, 1995 to $22.07 for the same period in 1996 while the
average  price  received  per mcf of gas  increased  from $1.58 during the three
months ended June 30, 1995 to $2.24 in 1996.

Salvage  income of $4,257 for the three months ended June 30, 1995  consisted of
equipment credits received on one fully depleted well.

A gain of $39,034 from the sale of four oil and gas wells was recognized  during
the three  months  ended June 30,  1996,  attributable  to proceeds  received of
$39,318, less the write-off of remaining capitalized well costs of $284.

                                       12

<PAGE>



Costs and Expenses:

Total costs and  expenses  decreased to $311,461 for the three months ended June
30,  1996 as compared  to  $511,508  for the same period in 1995,  a decrease of
$200,047,  or 39%.  This  decrease  was due to  declines in  depletion,  loss on
abandoned  property  and  abandoned  property  costs,  offset  by  increases  in
production costs and G&A.

Production  costs were  $206,401  for the three  months  ended June 30, 1996 and
$199,717 for the same period in 1995 resulting in a $6,684 increase, or 3%. This
increase was primarily the result of additional  well repair and maintenance and
workover costs 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, 8% from $11,514 for the three months ended
June 30, 1995 to $12,478 for the same period in 1996.

Depletion  was $86,010  for the three  months  ended June 30,  1996  compared to
$148,150 for the same period in 1995.  This  represented a decrease in depletion
of $62,140, or 42%, primarily attributable to the adoption of FAS 121 the fourth
quarter of 1995, as discussed previously. Oil production decreased 2,347 barrels
for the three months ended June 30, 1996 from the same period in 1995.

A loss on abandoned  property of $141,386 was recognized during the three months
ended June 30,  1995.  This loss was the result of  proceeds  received of $3,318
from equipment  salvage on abandoned  property,  less the write-off of remaining
capitalized well costs of $144,704.

Incurred expenses of $6,572 for abandoned property costs during the three months
ended June 30, 1996 were  related to two of the four wells sold and is reflected
in the net post-closing adjustment on the sale of properties.  Expenses incurred
during the three month  period  ended June 30, 1995 to plug and abandon one well
totaled $10,741.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $620,646  during the six
months  ended  June 30,  1996 from the same  period  ended June 30,  1995.  This
increase was primarily due to the receipt of litigation proceeds as discussed in
Note  3,  and an  increase  in oil and  gas  sales,  offset  by an  increase  in
production costs and abandoned property costs.

                                       13

<PAGE>




Net Cash Provided by Investing Activities

The Registrant's  investing activities during the six months ended June 30, 1996
included  expenses related to expenditures for equipment  replacement on various
oil and gas properties.  Proceeds  received during the six months ended June 30,
1995 resulted from the disposal of oil and gas equipment on active properties.

Proceeds from salvage income of $28,740 and $4,257 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 $678  were  received  from the  salvage  of  equipment  on one well
abandoned during the six months ended June 30, 1995.

Proceeds of $39,318 were received during the six months ended June 30, 1996 from
the sale of four 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 $977,461 of which $967,686 was  distributed to
the limited partners and $9,775 to the managing  general  partner.  For the same
period  ended  June 30,  1995,  cash was  sufficient  for  distributions  to the
partners of $350,231 of which $346,729 was  distributed to the limited  partners
and $3,502 to the managing general partner.

Cash distributions to the partners of $977,461 for the six months ended June 30,
1996  included  $697,816  to the  limited  partners  and $7,048 to the  managing
general partner,  resulting from proceeds received in the litigation  settlement
as discussed in Note 3.

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-C, 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-C, 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> 0000789791
<NAME> 86C.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         167,631
<SECURITIES>                                         0
<RECEIVABLES>                                  172,519
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               340,150
<PP&E>                                      14,633,228
<DEPRECIATION>                              10,608,365
<TOTAL-ASSETS>                               4,365,013
<CURRENT-LIABILITIES>                          128,630
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,236,383
<TOTAL-LIABILITY-AND-EQUITY>                 4,365,013
<SALES>                                        806,460
<TOTAL-REVENUES>                             1,582,249
<CGS>                                                0
<TOTAL-COSTS>                                  668,871
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                913,378
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            913,378
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   913,378
<EPS-PRIMARY>                                    46.81
<EPS-DILUTED>                                        0
        

</TABLE>


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