PARKER & PARSLEY PRODUCING PROPERTIES 87-B LTD
10-K, 1996-04-01
CRUDE PETROLEUM & NATURAL GAS
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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549

                                      FORM 10-K

       / x /         Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934 (Fee Required)
                     For the fiscal year ended December 31, 1995
                                          or
       /   /       Transition Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934 (No Fee Required)

                            Commission File No. 33-11193-2

                   PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                (Exact name of Registrant as specified in its charter)
                    Texas                                      75-2205943
       (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

        Securities  registered  pursuant  to Section  12(b) of the Act:  None
          Securities registered pursuant to Section 12(g) of the Act:
                 Limited partnership interests ($500 per unit)

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 / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / x /

No  market  currently  exists  for  the  limited  partnership  interests  of the
Registrant.  Based on original  purchase  price the  aggregate  market  value of
limited  partnership  interests  owned by  non-affiliates  of the  Registrant is
$5,997,500.

As  of March 8, 1996, the number of outstanding  limited  partnership  interests
was  12,191.  The  following  documents  are incorporated  by reference into the
indicated parts of this Annual Report on Form 10-K: None

                                 Page 1 of 28 pages.
                              -Exhibit index on page 28-


<PAGE>



                                    PART I


ITEM 1.     Business

Parker & Parsley Producing Properties 87-B, Ltd. (the "Registrant") is a limited
partnership organized in 1987 under the laws of the state of Texas. The managing
general partner is Parker & Parsley Development L.P. ("PPDLP").  PPDLP's general
partner is Parker & Parsley Petroleum USA, Inc. ("PPUSA").  The managing general
partner during the year ended December 31, 1994 was Parker & Parsley Development
Company  ("PPDC").  PPDC was merged  into PPDLP on January 1, 1995.  See Item 12
(c).

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $30,000,000 in a
series of Texas limited partnerships formed under the Parker & Parsley Producing
Properties  Program-I,  was declared  effective by the  Securities  and Exchange
Commission on February 20, 1987.  On December 28, 1987,  the offering of limited
partnership  interests in the Registrant,  the second  partnership  formed under
such statement,  was closed, with interests aggregating $6,095,500 being sold to
573 subscribers.

The Registrant's  primary business plan and objectives are to purchase producing
oil and gas  properties  and  distribute  the cash flow from  operations  to its
partners.  The Registrant is not involved in any industry segment other than oil
and gas. See "Item 6. Selected Financial Data" and "Item 8. Financial Statements
and  Supplementary  Data"  of this  report  for a  summary  of the  Registrant's
revenue, income and identifiable assets.

The principal  markets during 1995 for the oil produced by the  Registrant  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Registrant's   oil  producing   properties.   The  principal   markets  for  the
Registrant's   gas  were  companies   that  have  pipelines   located  near  the
Registrant's gas producing properties.  Of the Registrant's oil and gas revenues
for 1995,  approximately  66% was  attributable  to sales made to Phibro Energy,
Inc.

Because of the demand for oil and gas, the Registrant  does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that  particular  customer  has the only gas  pipeline
located  in  the  areas  of  the  Registrant's  gas  producing  properties.  The
Registrant  believes,  however,  that  the  effect  would  be  temporary,  until
alternative arrangements could be made.

Federal and state  regulation of oil and gas operations  generally  includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum  allowable  production  rates, the taxation of income and other items
and the protection of the environment. Although the Registrant believes that its
business  operations do not impair  environmental  quality and that its costs of
complying  with  any  applicable  environmental  regulations  are not  currently
significant,   the  Registrant   cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

                                       2

<PAGE>



The  Registrant  does not have any  employees  of its  own.  PPUSA  employs  623
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Registrant's  business  during the period  for which this  report is filed.  The
Registrant's  managing  general  partner,  PPDLP  through  PPUSA,  supplies  all
management functions

No material  part of the  Registrant's  business is seasonal and the  Registrant
conducts no foreign operations.

ITEM 2.     Properties

The  Registrant's   properties  consist  primarily  of  leasehold  interests  in
properties on which oil and gas wells are located.  Such property  interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.

The  Registrant  completed  seven  purchases  of  producing  properties.   These
acquisitions  involved the purchase of working  interests  in 54  properties  of
which all are operated by the managing  general  partner.  The  Registrant  also
participated  in the  drilling  of two oil and gas wells  during 1988 which were
completed as producers.  Additionally,  the  Registrant  purchased 15 overriding
royalty  interests  effective  January  1,  1990 and two  additional  overriding
royalty interests during 1991. Seventeen uneconomical wells have been abandoned;
one well in 1989, two wells in 1991, two wells in 1992, six in 1993, three wells
in 1994 and three wells in 1995.

For  information  relating  to the  Registrant's  estimated  proved  oil and gas
reserves at December 31, 1995,  1994 and 1993 and changes in such quantities for
the years then ended,  see Note 7 of Notes to Financial  Statements  included in
"Item 8. Financial  Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.

ITEM 3.     Legal Proceedings

The  Registrant  is not aware of any  material  legal  proceedings  (other  than
routine litigation in the ordinary course of the Registrant's business) to which
it is a party or to which its property is subject.

ITEM 4.     Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1995.





                                       3

<PAGE>



                                    PART II

ITEM 5.     Market for Registrant's Common Equity and Related Stockholder
              Matters

At March 8, 1996,  the  Registrant had 12,191  outstanding  limited  partnership
interests  held of record by 600  subscribers.  There is no  established  public
trading  market  for the  limited  partner  ship  interests.  Under the  limited
partnership   agreement,   PPDLP  has  made  certain   commitments  to  purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the managing general  partner,  are not
required to meet the Registrant's obligations are distributed to the partners at
least quarterly in accordance with the limited partnership agreement. During the
years ended December 31, 1995 and 1994, $353,613 and $266,567,  respectively, of
such revenue-related distributions were made to the limited partners.

ITEM 6.     Selected Financial Data

The  following  table sets forth  selected  financial  data for the years  ended
December 31:
                        1995        1994        1993        1992        1991
                     ----------  ----------  ----------  ----------  ----------
Operating results:
  Oil and gas sales  $  921,034  $  907,637  $1,045,994  $1,242,244  $1,584,138
                      =========   =========   =========   =========   =========
  Impairment of
   oil and gas
   properties        $  104,960  $       -   $       -   $       -   $       -
                      =========   =========   =========   =========   =========
  Net income (loss)  $  157,736  $ (166,914) $ (112,198) $  (31,728) $  122,694
                      =========   =========   =========   =========   =========
  Allocation of net
   income (loss):
    Managing general
      partner        $    1,578  $   (1,669) $   (1,122) $       49  $    1,594
                      =========   =========   =========   =========   =========
    Limited partners $  156,158  $ (165,245) $ (111,076) $  (31,777) $  121,100
                      =========   =========   =========   =========   =========
  Limited partners'
   net income (loss)
   per limited part-
   nership interest  $    12.81  $   (13.55) $    (9.11) $    (2.61) $     9.93
                      =========   =========   =========   =========   =========
  Limited partners'
   cash distributions
   per limited part-
   nership interest  $    29.01  $    21.87  $    39.35  $    52.16  $    83.23
                      =========   =========   =========   =========   =========
At year end:
  Total assets       $1,958,507  $2,158,522  $2,594,125  $3,190,822  $3,864,733
                      =========   =========   =========   =========   =========

                                       4

<PAGE>


ITEM 7.     Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Results of operations

The Registrant's  1995 oil and gas revenues  increased to $921,034 from $907,637
in 1994.  The  increase  in  revenues  was the net result of an  increase in the
average price  received per barrel of oil produced and sold,  offset by a slight
decline in barrels of oil produced and sold, a 6% decline in mcf of gas produced
and sold and a decrease in the average  price  received per mcf of gas. In 1995,
43,188  barrels of oil were sold  compared to 43,656 in 1994,  a decrease of 468
barrels.  In 1995,  108,168 mcf of gas were sold  compared to 115,012 in 1994, a
decrease  of  6,844  mcf.  Because  of  the  decline   characteristics   of  the
Registrant's  oil and gas  properties,  management  expects a certain  amount of
decline  in  production  to  continue  in  the  future  until  the  Registrant's
economically recoverable reserves are fully depleted.(1)

The average price received per barrel of oil increased $1.21, or 8%, from $15.90
in 1994 to  $17.11 in 1995,  while the  average  price  received  per mcf of gas
decreased  from $1.86 in 1994 to $1.68 in 1995. The market price for oil and gas
has been extremely volatile in the past decade, and management expects a certain
amount of volatility to continue in the  foreseeable  future.(1)  The Registrant
may therefore  sell its future oil and gas production at average prices lower or
higher than that received in 1995.(1)

Salvage  income  received  from  equipment  disposals of $1,660  during 1995 was
derived from equipment credits received on wells that were plugged and abandoned
in prior  years,  as compared to $7,747 in equipment  credits  received on prior
year  abandonments  during  1994.  A loss on  abandoned  property  of $4,769 was
recognized  during 1995. This loss was the result of $1,165 in proceeds received
from equipment  salvage on two abandoned wells,  less the write-off of remaining
capitalized  well costs of $5,934.  During 1994, a gain of $12,493 resulted from
proceeds received from equipment salvage on two fully depleted  abandoned wells.
Expenses incurred to plug and abandon these properties decreased from $22,674 in
1994 to $8,153 in 1995.

Total costs and expenses decreased in 1995 to $771,512 as compared to $1,099,693
in 1994, a decrease of  $328,181,  or 30%.  The  decrease  was  attributable  to
declines in production costs, abandoned property costs and depletion,  offset by
increases in loss on abandoned properties,  general and administration  expenses
("G&A") and the impairment of oil and gas properties.

Production  costs were  $471,114 in 1995 and  $556,124 in 1994,  resulting in an
$85,010  decrease,  or 15%.  The  decrease was the result of a reduction in well
repair and maintenance costs.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A increased,  in aggregate,  from $27,229 in 1994 to $27,631 in 1995.
The Registrant paid the managing  general partner $23,322 in 1995 and $19,388 in
1994 for G&A incurred on behalf of the Registrant. G&A is allocated, in part, to
the Registrant by the managing general partner. The Partnership agreement limits
allocated G&A to 2% of the initial  contributions of the limited partners during
the year of activation and the following calendar year. During each of the years

                                       5

<PAGE>



the year of activation and the following calendar year. During each of the years
following  such two-year  period,  allocated G&A will not exceed 3% of the gross
oil and gas revenues.  Such  allocated  expenses are  determined by the managing
general  partner  based  upon its  judgement  of the  level of  activity  of the
Registrant  relative to the  managing  general  partner's  activities  and other
entities it manages.  The method of  allocation  has varied in certain years and
may do so again depending on the activities of the managed entities.(1)

Depletion  was  $154,885 in 1995  compared  to  $493,666 in 1994,  a decrease of
$338,781, or 69%. This decrease was the result of several properties being fully
depleted in 1994.  These  properties  reached  their  economic  limit due to the
downward   revision  of  oil  reserves  during  1994.   Depletion  was  computed
property-by-property  utilizing  the  unit-of-production  method  based upon the
dominant mineral produced,  generally oil. Oil production  decreased 468 barrels
in 1995 from 1994,  while oil reserves of barrels were revised  upward by 83,282
barrels, or 19%.

Effective for the fourth  quarter of 1995 the  Registrant  adopted  Statement of
Financial  Accounting  Standards  No. 121 -  Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of ("SFAS 121") which
requires that  long-lived  assets held and used by an entity,  including oil and
gas properties  accounted for under the successful efforts method of accounting,
be reviewed for impairment whenever events or changes in circumstances  indicate
that the carrying amount of an asset may not be  recoverable.  In performing the
review of  recoverability,  the entity  should  estimate  the future  cash flows
expected to result from the use of the asset and its  eventual  disposition.  If
the sum of the expected  future cash flows is less than the  carrying  amount of
the assets,  an  impairment  is  recognized  based on the asset's  fair value as
determined for oil and gas properties by discounting  their expected future cash
flows at a discount rate  commensurate  with the risks involved in the industry.
As  a  result  of  the  natural  gas  price  environment  and  the  Registrant's
expectation  of future cash flows from its oil and gas properties at the time of
review, the Registrant  recognized a non-cash charge of $104,960 associated with
the adoption of SFAS 121.

1994 compared to 1993

The Registrant's 1994 oil and gas revenues decreased to $907,637 from $1,045,994
in 1993, a decrease of 13%. The decrease in revenues  resulted from a 4% decline
in barrels of oil  produced  and sold,  a 12% decline in mcf of gas produced and
sold and  decreases in the average  price  received per barrel of oil and mcf of
gas. In 1994,  43,656  barrels of oil were sold  compared  to 45,679 in 1993,  a
decrease of 2,023  barrels.  In 1994,  115,012 mcf of gas were sold  compared to
130,491 in 1993,  a decrease of 15,479 mcf.  The  production  declines  were the
result  of  the  decline   characteristics  of  the  Registrant's  oil  and  gas
properties.

The average price received per barrel of oil decreased $1.17 from $17.07 in 1993
to $15.90 in 1994,  while the average  price  received per mcf of gas  decreased
from $2.04 in 1993 to $1.86 in 1994.

Total  costs  and  expenses  decreased  in 1994 to  $1,099,693  as  compared  to
$1,182,414 in 1993, a decrease of $82,721,  or 7%. The decrease was attributable

                                       6

<PAGE>



to declines in production costs, G&A and abandoned property costs,  offset by an
increase in depletion.

Production  costs were  $556,124 in 1994 and  $719,600 in 1993,  resulting  in a
$163,476 decrease,  or 23%.  Decreases in well repair and down-hole  maintenance
and in workover costs were attributable to the decline in production costs.

Salvage income from  equipment  disposals of $7,747 during 1994 was derived from
equipment  credits  received on wells that were  plugged and  abandoned in prior
years, as compared to no equipment  credits received on prior year  abandonments
during  1993.  Gains  on  abandoned  properties  of  $12,493  and  $16,649  were
recognized  during 1994 and 1993,  respectively.  These gains were the result of
proceeds received from equipment  salvage on two fully depleted  abandoned wells
in 1994 and six fully depleted  abandoned wells in 1993.  Accordingly,  expenses
incurred to plug and abandon these properties  decreased from $58,228 in 1993 to
$22,674 in 1994.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A  decreased,  in  aggregate,  13% from $31,378 in 1993 to $27,229 in
1994.  The  Registrant  paid the managing  general  partner  $19,388 in 1994 and
$24,527 in 1993 for G&A incurred on behalf of the Registrant.

Depletion  was  $493,666 in 1994  compared  to $373,208 in 1993,  an increase of
$120,458, or 32%. This increase was the result of several properties being fully
depleted in 1994.  These  properties  reached  their  economic  limit due to the
downward  revision of oil reserves  during 1994. Oil production  decreased 2,023
barrels in 1994 from 1993,  while oil reserves of barrels were revised  downward
by 55,250 barrels, or 10%.

Impact of inflation and changing prices on sales and net income

Inflation  impacts  the fixed  overhead  rate  charges  of the  lease  operating
expenses  for the  Registrant.  During 1993,  the annual  change in the index of
average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics, decreased by 1.1%. The
1994 annual change in average weekly earnings  increased by 4.8%. The 1995 index
(effective  April 1, 1995)  increased  4.4%.  The impact of inflation  for other
lease operating  expenses is small due to the current economic  condition of the
oil industry.

The oil and gas industry  experienced  volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such  products  and other  uncertainties  in the world  energy  markets  causing
significant  fluctuations in oil and gas prices. Since December 31, 1994, prices
for oil production have fluctuated throughout the year. The price per barrel for
oil production similar to the Registrant's  ranged from approximately  $16.00 to
$19.00.  For  February  1996,  the average  price for the  Registrant's  oil was
approximately $18.00.

                                       7

<PAGE>



Prices for natural gas are subject to ordinary seasonal  fluctuations,  and this
volatility of natural gas prices may result in production  being  curtailed and,
in some cases, wells being completely shut-in.(1)

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased to $476,380 during the year
ended  December 31, 1995, a $240,769  increase from the year ended  December 31,
1994. The increase was due to an increase in oil and gas sales and reductions in
production costs,  abandoned property costs and G&A. The increase in oil and gas
sales was primarily attributable to higher average prices received per barrel of
oil produced and sold. The reduced  production costs reflected lower well repair
and downhole  maintenance  costs.  The decline in abandoned  property  costs was
attributable to a smaller working  interest in the three wells abandoned in 1995
as compared to the three wells  abandoned  in 1994.  G&A  decreased  due to less
direct expense allocated by the managing general partner.

Net Cash Provided by (Used in) Investing Activities

The  Registrant's   investing   activities  during  1995  included  $26,426  for
expenditures  related to repair and maintenance  activity on several oil and gas
properties, as compared to $121,915 during 1994.

The Registrant  received  $1,155 and $7,349 during 1995 and 1994,  respectively,
from the salvage of equipment on abandoned  properties.  Equipment  disposals on
active  properties  yielded  proceeds of $5,713 and $7,747 during 1995 and 1994,
respectively.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1995 for  distributions  to the partners of $357,751 of
which  $353,613  was  distributed  to the  limited  partners  and  $4,138 to the
managing general partner.  In 1994, cash was sufficient for distributions to the
partners of $268,689 of which $266,567 was  distributed to the limited  partners
and $2,122 to the managing general partner.

It is expected that future net cash  provided by  operations  will be sufficient
for any capital  expenditures and any  distributions.(1)  As the production from
the properties declines, distributions are also expected to decrease.(1)

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

(1)  This  statement is  a  forward  looking  statement that  involves 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 statement.


                                       8

<PAGE>



ITEM 8.    Financial Statements and Supplementary Data

The Registrant's audited financial statements are included elsewhere herein.

ITEM 9.    Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure

None.
























                                       9

<PAGE>



                                   PART III


ITEM 10.    Directors and Executive Officers of the Registrant

The  Registrant  does not have any  officers  or  directors.  Under the  limited
partnership  agreement,  the Registrant's  managing  general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Registrant's  business.  PPUSA,  the sole  general  partner of PPDLP,  is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.

Set forth below are the names, ages and positions of the directors and executive
officers of PPUSA. Directors of PPUSA are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.

                            Age at
                          December 31,
      Name                   1995                      Position

Scott D. Sheffield            43         Chairman of the Board and Director

James D. Moring (a)           59         President, Chief Executive Officer and
                                          Director

Timothy A. Leach              36         Executive Vice President and Director

Steven L. Beal                36         Senior Vice President, Treasurer and
                                          Chief Financial Officer

Mark L. Withrow               48         Senior Vice President and Secretary

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

(a)  Mr. Moring retired from the Company and  subsidiaries  effective January 1,
     1996. Mr. Sheffield  assumed the positions of President and Chief Executive
     Officer of PPUSA effective January 1, 1996.

     Scott D. Sheffield.  Mr.  Sheffield,  a graduate of The University of Texas
with a  Bachelor  of  Science  degree  in  Petroleum  Engineering,  has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief  Executive  Officer  since October  1990.  Mr.  Sheffield
joined PPDC, the principal  operating  subsidiary of the Company, as a petroleum
engineer in 1979. Mr.  Sheffield  served as Vice President - Engineering of PPDC
from  September  1981  until  April  1985 when he was  elected  President  and a
Director of PPDC. In March 1989, Mr. Sheffield was elected Chairman of the Board
and Chief Executive Officer of PPDC. On January 1, 1995, Mr. Sheffield  resigned
as President and Chief Executive  Officer of PPUSA, but remained Chairman of the
Board and a Director of PPUSA. On January 1, 1996, Mr.  Sheffield  reassumed the
positions of President  and Chief  Executive  Officer of PPUSA.  Before  joining
PPDC,  Mr.  Sheffield  was  principally  occupied for more than three years as a
production and reservoir engineer for Amoco Production Company.

                                      10

<PAGE>



     James D. Moring.  Mr. Moring,  a graduate of Texas Tech  University  with a
Bachelor of Science degree in Petroleum  Engineering  has been a Director of the
Company  since  October 1990 and was Senior Vice  President - Operations  of the
Company from October 1990 until May 1993,  when he was appointed  Executive Vice
President - Operations. Mr. Moring has been principally occupied since July 1982
as the supervisor of the drilling, completion, and production operations of PPDC
and its  affiliates and has served as an officer of PPDC since January 1983. Mr.
Moring has been Senior Vice  President - Operations and a Director of PPDC since
June 1989 and in May 1993,  Mr. Moring was appointed  Executive Vice President -
Operations.  Mr. Moring was elected  President and Director and appointed  Chief
Executive  Officer of PPUSA on January 1, 1995.  Effective  January 1, 1996, Mr.
Moring  retired  from the Company  and  subsidiaries.  In the five years  before
joining  PPDC,  Mr.  Moring was employed as a Division  Operations  Manager with
Moran Exploration, Inc. and its predecessor.

      Timothy A. Leach.  Mr. Leach,  a graduate of Texas A&M  University  with a
Bachelor of Science degree in Petroleum  Engineering and the University of Texas
of the  Permian  Basin  with a Master of  Business  Administration  degree,  was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice  President - Engineering  of the Company from October 1990 to
March 1993. Mr. Leach was elected  Executive Vice President of PPUSA on December
1, 1995. He had joined PPDC as Vice President - Engineering  in September  1989.
Prior to joining  PPDC,  Mr.  Leach was  employed as Senior Vice  President  and
Director of First City Texas - Midland, N.A.

     Steven L. Beal.  Mr.  Beal,  a graduate of the  University  of Texas with a
Bachelor of Business  Administration degree in Accounting and a certified public
accountant,  was  elected  Senior  Vice  President  - Finance of the  Company in
January 1995 and Chief  Financial  Officer of the Company on March 21, 1995.  On
January 1, 1995, Mr. Beal was elected Senior Vice President, Treasurer and Chief
Financial  Officer of PPUSA.  Mr. Beal has been the Company's  Chief  Accounting
Officer since November 1992 and been the Company's Treasurer since October 1990.
Mr. Beal joined PPDC as Treasurer in March 1988 and was elected Vice President -
Finance in October  1991.  Prior to joining  PPDC,  Mr. Beal was  employed as an
audit manager of Price Waterhouse.

     Mark L. Withrow.  Mr. Withrow,  a graduate of Abilene Christian  University
with Bachelor of Science degree in Accounting and Texas Tech  University  with a
Juris Doctorate degree, was Vice President - General Counsel of the Company from
February 1991 to January 1995,  when he was  appointed  Senior Vice  President -
General  Counsel,  and has been the  Company's  Secretary  since August 1992. On
January 1, 1995,  Mr. Withrow was elected Senior Vice President and Secretary of
PPUSA.  Mr.  Withrow  joined PPDC in January  1991.  Prior to joining PPDC , Mr.
Withrow was the managing partner of the law firm of Turpin,  Smith, Dyer, Saxe &
MacDonald, Midland, Texas.

ITEM 11.    Executive Compensation

The  Registrant  does not  have any directors  or  officers.  Management of the 
Registrant is vested in PPDLP,  the managing  general  partner.  The  Registrant

                                      11

<PAGE>



participates in oil and gas activities  through an income tax  partnership  (the
"Program")  pursuant to the  Program  agreement.  Under the limited  partnership
agreement,  PPDLP  pays  1%  of  the  Registrant's  acquisition,   drilling  and
completion  costs  and  1% of  its  operating  and  general  and  administrative
expenses.  In return,  PPDLP is allocated 1% of the Registrant's  revenues.  See
Notes 6 and 9 of Notes to Financial  Statements  included in "Item 8.  Financial
Statements  and  Supplementary  Data" below for  information  regarding fees and
reimbursements  paid to the managing  general  partner or its  affiliates by the
Registrant.

The Registrant  does not directly pay any salaries of the executive  officers of
PPUSA, but does pay a portion of PPUSA's general and administrative  expenses of
which these  salaries are a part.  See Note 6 of Notes to  Financial  Statements
included in "Item 8. Financial Statements and Supplementary Data" below.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management

(a)  Beneficial owners of more than five percent

The  Registrant is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Registrant. PPDLP owned 196
limited partner interests at January 1, 1996.

(b)  Security ownership of management

The  Registrant  does not have any officers or directors.  The managing  general
partner of the Registrant,  PPDLP, has the exclusive right and full authority to
manage,  control and administer  the  Registrant's  business.  Under the limited
partnership  agreement,  limited  partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions,  including
the removal of the managing  general partner or any other general  partner.  The
Registrant is not aware of any current arrangement or activity which may lead to
such  removal.  The  Registrant is not aware of any officer or director of PPUSA
who beneficially owns limited partnership interests in the Registrant.

(c)  Changes in control

On January 1, 1995, PPDLP, a Texas limited partnership, became the sole managing
general partner of Parker & Parsley Producing Properties 87-B, Ltd., as a result
of the merger into it of PPDC, a Delaware corporation, and an affiliate of PPDLP
and the Company,  which previously served as the managing general partner of the
Registrant. PPDLP has, therefore, succeeded to all of the rights and obligations
of PPDC and will manage and conduct the  property,  business  and affairs of the
Registrant.


                                      12

<PAGE>



ITEM 13.    Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement,  the Registrant had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:

                                           1995           1994           1993
                                        ---------      ---------      ---------
Payment of lease operating and
 supervision charges in accordance
 with standard industry operating
 agreements                             $ 153,156      $ 178,054      $ 203,041

Reimbursement of general and
 administrative expenses                $  23,322      $  19,388      $  24,527

Receipt of proceeds for the salvage
 value of retired oil and gas
 equipment                              $   6,498      $  18,684      $  30,239

Under the limited partnership agreement, the managing general partner pays 1% of
the  Registrant's  acquisition,  drilling  and  completion  costs  and 1% of its
operating and general and administrative expenses. In return, it is allocated 1%
of the  Registrant's  revenues.  Also,  see Notes 6 and 9 of Notes to  Financial
Statements  included in "Item 8. Financial  Statements and  Supplementary  Data"
below,  regarding  the  Registrant's  participation  with the  managing  general
partner in oil and gas activities of the Program.











                                      13

<PAGE>



                                    PART IV


ITEM 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  1.   Financial statements

          The following are filed as part of this annual report:

              Independent Auditors' Report

              Balance sheets as of December 31, 1995 and 1994

              Statements of operations for the years ended December 31, 1995,
                 1994 and 1993

              Statements of partners' capital for the years ended December 31,
                 1995, 1994 and 1993

              Statements of cash flows for the years ended December 31, 1995,
                 1994 and 1993

              Notes to financial statements

     2.   Financial statement schedules

          All financial statement schedules have been omitted since the required
          information is in the financial statements or notes thereto, or is not
          applicable nor required.

(b)  Reports on Form 8-K

     None.

(c)  Exhibits

     The  exhibits  listed on the  accompanying  index to exhibits  are filed or
     incorporated by reference as part of this annual report.




                                  14

<PAGE>



                               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 PRODUCING
                                   PROPERTIES 87-B, LTD.

Dated: March 29, 1996             By:  Parker & Parsley Development L.P.,
                                        Managing General Partner

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


                                       By:  /s/ Scott D. Sheffield
                                          -------------------------------
                                          Scott D. Sheffield, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.



/s/ Scott D. Sheffield       President, Chairman of the Board,    March 29, 1996
- -------------------------    Chief Executive Officer and
Scott D. Sheffield           Director of PPUSA



/s/ Timothy A. Leach         Executive Vice President             March 29, 1996
- -------------------------    and Director of PPUSA
Timothy A. Leach



/s/ Steven L. Beal           Senior Vice President,               March 29, 1996
- -------------------------    Treasurer and Chief
Steven L. Beal               Financial Officer of PPUSA



/s/ Mark L. Withrow          Senior Vice President and            March 29, 1996
- -------------------------    Secretary of PPUSA
Mark L. Withrow



                                        15

<PAGE>





                           INDEPENDENT AUDITORS' REPORT




The Partners
Parker & Parsley Producing Properties 87-B, Ltd.
  (A Texas Limited Partnership):

We  have  audited  the  financial  statements  of  Parker  &  Parsley  Producing
Properties  87-B,  Ltd.  as listed in the  accompanying  index under Item 14(a).
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Parker & Parsley  Producing
Properties  87-B,  Ltd. as of December 31, 1995 and 1994, and the results of its
operations  and its cash  flows for each of the years in the  three-year  period
ended  December 31, 1995,  in  conformity  with  generally  accepted  accounting
principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
changed its method of accounting for the impairment of long-lived assets and for
long-lived  assets  to be  disposed  of in 1995 to adopt the  provisions  of the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long- Lived Assets to Be Disposed Of."



                                          KPMG Peat Marwick LLP


Midland, Texas
March 8, 1996




                                        16

<PAGE>



                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                          (A Texas Limited Partnership)

                                  BALANCE SHEETS
                                   December 31

                                                        1995            1994
                                                    -----------     -----------
           ASSETS

Current assets:
  Cash and cash equivalents, all interest
   bearing deposits                                 $   135,981     $    36,910
  Accounts receivable - affiliate                        43,366          82,820
                                                     ----------      ----------
     Total current assets                               179,347         119,730

Oil and gas properties - at cost, based on
  the successful efforts accounting method            4,897,763       4,902,973
    Accumulated depletion                            (3,118,603)     (2,864,181)
                                                     ----------      ----------

     Net oil and gas properties                       1,779,160       2,038,792
                                                     ----------      ----------

                                                    $ 1,958,507     $ 2,158,522
                                                     ==========      ===========
      PARTNERS' CAPITAL

Partners' capital:
  Limited partners (12,191 interests)               $ 1,939,382     $ 2,136,837
  Managing general partner                               19,125          21,685
                                                     ----------      ----------

                                                    $ 1,958,507     $ 2,158,522
                                                     ==========      ==========










         The accompanying notes are an integral part of these statements.

                                        17

<PAGE>



                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                          (A Texas Limited Partnership)

                             STATEMENTS OF OPERATIONS
                         For the years ended December 31



                                           1995          1994          1993
                                        ----------    ----------    ----------
Revenues:
 Oil and gas sales                      $  921,034    $  907,637    $1,045,994
 Interest income                             6,554         4,902         7,573
 Gain on abandoned properties                   -         12,493        16,649
 Salvage income from equipment
  disposals                                  1,660         7,747            -
                                         ---------     ---------     ---------

       Total revenues                      929,248       932,779     1,070,216

Costs and expenses:
 Production costs                          471,114       556,124       719,600
 Abandoned property costs                    8,153        22,674        58,228
 Loss on abandoned properties                4,769            -             -
 General and administrative expenses        27,631        27,229        31,378
 Depletion                                 154,885       493,666       373,208
 Impairment of oil and gas properties      104,960            -             -
                                         ---------     ---------     ---------

       Total costs and expenses            771,512     1,099,693     1,182,414
                                         ---------     ---------     ---------

Net income (loss)                       $  157,736    $ (166,914)   $ (112,198)
                                         =========     =========     =========

Allocation of net income (loss):
 Managing general partner               $    1,578    $   (1,669)   $   (1,122)
                                         =========     =========     =========

 Limited partners                       $  156,158    $ (165,245)   $ (111,076)
                                         =========     =========     =========

Net income (loss) per limited
 partnership interest                   $    12.81    $   (13.55)   $    (9.11)
                                         =========     =========     =========



         The accompanying notes are an integral part of these statements.

                                        18

<PAGE>



                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1993      $  31,383    $3,159,439    $3,190,822

   Distributions                             (4,785)     (479,714)     (484,499)

   Net loss                                  (1,122)     (111,076)     (112,198)
                                           --------     ---------     ---------

Partners' capital at December 31, 1993       25,476     2,568,649     2,594,125

   Distributions                             (2,122)     (266,567)     (268,689)

   Net loss                                  (1,669)     (165,245)     (166,914)
                                           --------     ---------     ---------

Partners' capital at December 31, 1994       21,685     2,136,837     2,158,522

   Distributions                             (4,138)     (353,613)     (357,751)

   Net income                                 1,578       156,158       157,736
                                           --------     ---------     ---------

Partners' capital at December 31, 1995    $  19,125    $1,939,382    $1,958,507
                                           ========     =========     =========









         The accompanying notes are an integral part of these statements.

                                        19

<PAGE>



                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                          (A Texas Limited Partnership)

                             STATEMENTS OF CASH FLOWS
                         For the years ended December 31

                                             1995          1994          1993
                                          ---------     ---------     ---------
Cash flows from operating activities:
  Net income (loss)                       $ 157,736     $(166,914)    $(112,198)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
    (Gain) loss on abandoned properties       4,769       (12,493)      (16,649)
    Salvage income from equipment
     disposals                               (1,660)       (7,747)           -
    Depletion                               154,885       493,666       373,208
    Impairment of oil and gas properties    104,960            -             -
  Changes in assets:
    (Increase) decrease in accounts
     receivable                              55,690       (70,901)       68,642
                                           --------      --------      --------
      Net cash provided by operating
       activities                           476,380       235,611       313,003

Cash flows from investing activities:

  (Additions) disposals of oil and gas
   equipment                                (26,426)     (121,915)        7,028
  Proceeds from salvage income on
   equipment disposals                        5,713         7,747            -
  Proceeds from equipment salvage on
   abandoned properties                       1,155         7,349        16,649
                                           --------      --------      --------
      Net cash provided by (used in)
       investing activities                 (19,558)     (106,819)       23,677

Cash flows from financing activities:
  Cash distributions to partners           (357,751)     (268,689)     (484,499)
                                           --------      --------      --------
Net increase (decrease) in cash and
 cash equivalents                            99,071      (139,897)     (147,819)
Cash and cash equivalents at beginning
 of year                                     36,910       176,807       324,626
                                           --------      --------      --------
Cash and cash equivalents at end
 of year                                  $ 135,981     $  36,910     $ 176,807
                                           ========      ========      ========

         The accompanying notes are an integral part of these statements.

                                        20

<PAGE>



                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                         December 31, 1995, 1994 and 1993


Note 1.     Organization and nature of operations

     Parker & Parsley Producing  Properties 87-B, Ltd. (the  "Partnership") is a
limited partnership organized in 1987 under the laws of the State of Texas.

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

Note 2.     Summary of significant accounting policies

     A summary of the significant  accounting policies  consistently  applied in
the preparation of the accompanying financial statements follows:

     Impairment of long-lived  assets - Effective for the fourth quarter of 1995
the  Partnership  adopted 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 ("SFAS 121"). Consequently,  the Partnership
reviews  its  long-lived  assets  to be held  and  used,  including  oil and gas
properties  accounted for under the  successful  efforts  method of  accounting,
whenever  events or  circumstances  indicate  that the  carrying  value of those
assets may not be recoverable. An impairment loss is indicated if the sum of the
expected  future cash flows is less than the carrying  amount of the assets.  In
this circumstance,  the Partnership recognizes an impairment loss for the amount
by which the carrying value of the asset exceeds the fair value of the asset.

     The  Partnership  accounts for  long-lived  assets to be disposed of at the
lower of their carrying  amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.

     Oil and gas properties - The  Partnership  utilizes the successful  efforts
method of accounting for its oil and gas  properties  and equipment.  Under this
method, all costs associated with productive wells and nonproductive development
wells are  capitalized  while  nonproductive  exploration  costs  are  expensed.
Capitalized   costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method on a  property-by-property  basis based on proved oil
(dominant  mineral)  reserves as determined by the engineering staff of Parker &
Parsley  Petroleum  USA, Inc.  ("PPUSA"),  the sole general  partner of Parker &
Parsley Development L.P. ("PPDLP"),  the Partnership's managing general partner,
and reviewed by  independent  petroleum  consultants.  The  carrying  amounts of
properties  sold  or  otherwise  disposed  of and  the  related  allowances  for
depletion are  eliminated  from the accounts and any gain or loss is included in
operations.

     Prior to the adoption of SFAS 121 in the fourth quarter,  the Partnership's
aggregate  oil and gas  properties  were  stated  at cost not in excess of total

                                        21

<PAGE>



estimated future net revenues and the estimated fair value of oil and gas assets
not being depleted.

     Use of estimates in the  preparation of financial  statements - Preparation
of the accompanying  financial  statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reporting  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Organization  costs - Organization  costs are  capitalized and amortized on
the straight-line method over 60 months.

     Net income (loss) per limited partnership  interest - The net income (loss)
per  limited  partnership   interest  is  calculated  by  using  the  number  of
outstanding limited partnership interests.

     Income  taxes - A  Federal  income  tax  provision  (credit)  has not  been
included in the financial  statements as the income (loss) of the Partnership is
included  in the  individual  Federal  income  tax  returns  of  the  respective
partners.

     Statements of cash flows - For purposes of reporting  cash flows,  cash and
cash equivalents include depository accounts held by banks.

     General and administrative  expenses - General and administrative  expenses
are allocated in part to the Partnership by the managing  general partner or its
affiliates.  Such  allocated  expenses are  determined  by the managing  general
partner  based upon its  judgement  of the level of activity of the  Partnership
relative to the managing  general  partner's  activities  and other  entities it
manages.  The method of  allocation  has  varied in certain  years and may do so
again depending on the activities of the managed entities.

     Environmental - The Partnership is subject to extensive federal,  state and
local  environmental  laws and  regulations.  These laws,  which are  constantly
changing,  regulate  the  discharge of materials  into the  environment  and may
require the Partnership to remove or mitigate the  environmental  effects of the
disposal  or release of  petroleum  or  chemical  substances  at various  sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit.  Expenditures  that relate to an existing  condition caused by
past  operations  and  that  have no  future  economic  benefits  are  expensed.
Liabilities  for   expenditures  of  a  noncapital   nature  are  recorded  when
environmental  assessment and/or  remediation is probable,  and the costs can be
reasonably estimated.

Note 3.    Impairment of long-lived assets

    The  Partnership  adopted SFAS 121 effective for the fourth quarter of 1995.
SFAS 121 requires that long-lived  assets held and used by an entity,  including
oil and gas  properties  accounted for under the  successful  efforts  method of
accounting,   be  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be

                                        22

<PAGE>



recoverable.  Long-lived assets to be disposed of are to be accounted for at the
lower of  carrying  amount or fair value less cost to sell when  management  has
committed  to a  plan  to  dispose  of  the  assets.  All  companies,  including
successful  efforts oil and gas  companies,  are  required to adopt SFAS 121 for
fiscal years beginning after December 15, 1995.

    In order to determine  whether an impairment had occurred,  the  Partnership
estimated  the  expected  future  cash flows of its oil and gas  properties  and
compared  such  future  cash  flows to the  carrying  amount  of the oil and gas
properties to determine if the carrying  amount was  recoverable.  For those oil
and gas properties for which the carrying amount  exceeded the estimated  future
cash flows,  an impairment was determined to exist;  therefore,  the Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
as determined by discounting their expected future cash flows at a discount rate
commensurate  with  the  risks  involved  in  the  industry.  As a  result,  the
Partnership  recognized a non-cash charge of $104,960 related to its oil and gas
properties during the fourth quarter of 1995.

    As  of  December  31,  1995,  management  had  not  committed  to  sell  any
Partnership assets.

Note 4.    Income taxes

    The  financial   statement  basis  of  the   Partnership's  net  assets  and
liabilities was $599,645 less than the tax basis at December 31, 1995.

    The following is a  reconciliation  of net income  (loss) per  statements of
operations  with the net income  (loss) per  Federal  income tax returns for the
years ended December 31:
                                               1995        1994         1993
                                            ---------    ---------    ---------
Net income (loss) per statements of
 operations                                 $ 157,736    $(166,914)   $(112,198)
Intangible development costs capitalized
 for financial reporting purposes and
 expensed for tax reporting purposes             (623)    (110,435)          -
Depletion and depreciation provisions
 for tax reporting purposes (over) under
 amounts for financial reporting purposes     (23,603)     241,597       (6,698)
Impairment of oil and gas properties for
 financial reporting purposes                 104,960           -            -
Abandoned property costs for tax reporting
 purposes over amounts for financial
 reporting purposes                                -       (13,094)     (33,127)
Accrued expense for financial reporting
 purposes under amounts for tax reporting
 purposes                                          -            -        (9,736)
Other, net                                        535        4,631       11,286
                                             --------     --------     --------
      Net income (loss) per Federal
       income tax returns                   $ 239,005    $ (44,215)   $(150,473)
                                             ========     ========     ========
                                        23

<PAGE>



Note 5.    Oil and gas producing activities

     The following is a summary of the costs  incurred,  whether  capitalized or
expensed,  related to the Partnership's oil and gas producing activities for the
years ended December 31:
                                       1995           1994            1993
                                    ---------      ----------      ---------
  Property acquisition costs        $  10,852      $   21,844      $  28,834
                                     ========       =========       ========
  Development costs                 $     623      $  127,068      $      -
                                     ========       =========       ========

     Capitalized oil and gas properties consist of the following:

                                         1995           1994           1993
                                     -----------    -----------    -----------
  Proved properties:
    Property acquisition costs       $ 3,354,752    $ 3,360,585    $ 3,396,794
    Completed wells and equipment      1,543,011      1,542,388      1,415,320
                                      ----------     ----------     ----------
                                       4,897,763      4,902,973      4,812,114
  Accumulated depletion               (3,118,603)    (2,864,181)    (2,426,135)
                                      ----------     ----------     ----------
       Net capitalized costs         $ 1,779,160    $ 2,038,792    $ 2,385,979
                                      ==========     ==========     ==========

During 1995, the  Partnership  recognized a non-cash  charge against oil and gas
properties of $104,960 associated with the adoption of SFAS 121. See Note 3.

Note 6.    Related party transactions

     Pursuant to the limited  partnership  agreement,  the  Partnership  had the
following  related party  transactions  with the managing general partner or its
affiliates during the years ended December 31:

                                           1995          1994           1993
                                         ---------     ---------      ---------
  Payment of lease operating and
    supervision charges in accordance
    with standard industry operating
    agreements                           $ 153,156     $ 178,054      $ 203,041

  Reimbursement of general and
    administrative expenses              $  23,322     $  19,388      $  24,527

  Receipt of proceeds for the salvage
    value of retired oil and gas
    equipment                            $   6,498     $  18,684      $  30,239

     The Partnership  participates  in oil and gas activities  through an income
tax partnership (the "Program")  pursuant to the Program  agreement.  PPDLP, P&P
Producing  Properties 87-B Employees ("EMPL") and the Partnership are parties to
the Program agreement.  EMPL is a general partnership  organized for the benefit
of certain employees of PPUSA.
                                        24

<PAGE>



     The costs and revenues of the Program are allocated to PPDLP,  EMPL and the
Partnership as follows:
                                               PPDLP (1)
                                               and EMPL         Partnership
                                              -----------       -----------
Revenues:
   Revenues  from oil and gas  production,
    proceeds  from  sales  of  producing
    properties and all other revenues:
      Before payout                            4.040405%        95.959595%
      After payout                            19.191920%        80.808080%
Costs and expenses:
   Property  acquisition  costs, operating
    costs, general and  administrative
    expenses and other costs:
      Before payout                            4.040405%        95.959595%
      After payout                            19.191920%        80.808080%

  (1) Excludes  PPDLP's 1% general  partner  ownership which is allocated at the
      Partnership level and 196 limited partner interests owned by PPDLP.

Note 7.    Oil and gas information (unaudited)

     The following  table  presents  information  relating to the  Partnership's
estimated  proved oil and gas reserves at December  31, 1995,  1994 and 1993 and
changes in such quantities during the years then ended. All of the Partnership's
reserves  are proved and located  within the United  States.  The  Partnership's
reserves are based on an evaluation  prepared by the engineering  staff of PPUSA
and reviewed by an independent petroleum consultant,  using criteria established
by  the  Securities  and  Exchange  Commission.  Reserve  value  information  is
available  to  limited  partners  pursuant  to the  Partnership  agreement  and,
therefore, is not presented.
                                                Oil (bbls)       Gas (mcf)
                                                ----------       ----------
  Net proved reserves at January 1, 1993           572,446        1,830,081
  Revisions of estimates of January 1, 1993         11,077          (19,069)
  Production                                       (45,679)        (130,491)
                                                ----------       ----------
  Net proved reserves at December 31, 1993         537,844        1,680,521
  Revisions of estimates of December 31, 1993      (55,250)         (62,621)
  Production                                       (43,656)        (115,012)
                                                ----------       ----------
  Net proved reserves at December 31, 1994         438,938        1,502,888
  Revisions of estimates of December 31, 1994       83,282          411,623
  Production                                       (43,188)        (108,168)
                                                ----------       ----------
  Net proved reserves at December 31, 1995         479,032        1,806,343
                                                ==========       ==========

     The  estimated  present  value of future net  revenues of proved  reserves,
calculated  using December 31, 1995 prices of $19.35 per barrel of oil and $1.90
per mcf of gas, discounted at 10% was approximately  $2,816,000 and undiscounted
was $5,451,000 at December 31, 1995.
                                        25

<PAGE>



     The Partnership  emphasizes that reserve estimates are inherently imprecise
and,  accordingly,  the estimates  are expected to change as future  information
becomes available.

Note 8.    Major customers

     The following table reflects the major customers of the  Partnership's  oil
and gas sales during the years ended December 31:

                                           1995      1994      1993
                                           ----      ----      ----

         Phibro Energy, Inc.                66%       62%       60%
         GPM Gas Corporation                 -        15%       11%
         Western Gas Resources, Inc.         -        10%       10%
         Phillips Petroleum Company          -         -        10%

     PPDLP  is party to a  long-term  agreement  pursuant  to  which  PPDLP  and
affiliates are to sell to Phibro Energy, Inc. ("Phibro") substantially all crude
oil  (including  condensate)  which any of such entities has the right to market
from time to time.  On  December  29,  1995,  PPDLP and  Phibro  entered  into a
Memorandum of Agreement ("Phibro MOA") that cancels the prior crude oil purchase
agreement between the parties and provides for adjusted terms effective December
1, 1995.  The price to be paid for oil  purchased  under the Phibro MOA is to be
competitive  with prices paid by other  substantial  purchasers in the same area
who are  significant  competitors  of  Phibro.  The  price  to be  paid  for oil
purchased  under the Phibro MOA also  includes a  market-related  bonus that may
vary from month to month based upon spot oil prices at various  commodity  trade
points. The term of the Phibro MOA is through June 30, 1998, and it may continue
thereafter  subject to termination  rights afforded each party.  Although Phibro
was required to post a $16 million letter of credit in connection with purchases
under the prior agreement, it is anticipated that this security requirement will
be replaced by a $25  million  payment  guarantee  by Phibro's  parent  company,
Salomon Inc.

Note 9.    Organization and operations

     The  Partnership was organized  December 28, 1987 as a limited  partnership
under the Texas  Uniform  Limited  Partnership  Act for the purpose of acquiring
producing  properties.  The following is a brief summary of the more significant
provisions of the limited partnership agreement:

     Managing  general  partner - On  January 1, 1995,  PPDLP,  a Texas  limited
     partnership, became the sole managing general partner of the Partnership as
     a result of the  merger  into it of Parker &  Parsley  Development  Company
     ("PPDC"),  a  Delaware  corporation,  and an  affiliate  of  PPDLP  and the
     Company, and which previously served as the managing general partner of the
     Partnership.  PPDLP  has,  therefore,  succeeded  to all of the  rights and
     obligations of PPDC and will manage and conduct the property,  business and
     affairs of the Partnership,  including the development  drilling program in
     which the  Partnership  participates.  PPDLP has the power and authority to
     manage,  control and administer all Partnership affairs.  Under the limited
     partnership  agreement,  the  managing  general  partner  pays  1%  of  the

                                        26

<PAGE>



     Partnership's  acquisition,  drilling  and  completion  costs and 1% of its
     operating  and  general  and  administrative  expenses.   In  return, it is
     allocated 1% of the Partnership's revenues.

     Limited partner  liability - The maximum amount of liability of any limited
     partner is the total  contributions  of such  partner plus his share of any
     undistributed profits.

     Initial  capital   contributions  -  The  limited   partners  entered  into
     subscription  agreements for aggregate capital contributions of $6,095,500.
     PPDLP is required to contribute amounts equal to 1% of initial  Partnership
     capital  less  commission  and offering  expenses  allocated to the limited
     partners  and to  contribute  amounts  necessary  to pay costs and expenses
     allocated to it under the Partnership  agreement to the extent its share of
     revenues does not cover such costs.




















                                        27

<PAGE>


                 PARKER & PARSLEY PRODUCING PROPERTIES 87-B, LTD.

                                INDEX TO EXHIBITS




     The following  documents are  incorporated by reference in response to Item
14(c):


Exhibit No.                       Description                       Page

    4(a)                Agreement of Limited Partnership of           -
                        Parker & Parsley Producing Properties
                        87-B, Ltd.

    4(b)                Form of Subscription Agreement and            -
                        Power of Attorney

    4(c)                Specimen Certificate of Limited Partnership   -
                        Interest

   10(a)                Operating Agreement                           -

   10(b)                Exploration and Development Program           -
                        Agreement


                                        28

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000809017
<NAME> 87AP.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         135,981
<SECURITIES>                                         0
<RECEIVABLES>                                   43,366
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               179,347
<PP&E>                                       4,897,763
<DEPRECIATION>                               3,118,603
<TOTAL-ASSETS>                               1,958,507
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,958,507
<TOTAL-LIABILITY-AND-EQUITY>                 1,958,507
<SALES>                                        921,034
<TOTAL-REVENUES>                               929,248
<CGS>                                                0
<TOTAL-COSTS>                                  771,512
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                157,736
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            157,736
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   157,736
<EPS-PRIMARY>                                    12.81
<EPS-DILUTED>                                        0
        

</TABLE>


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