PARKER & PARSLEY 88 B L P
10-Q, 1998-05-05
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 March 31, 1998

                                       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. 33-19659-02


                           PARKER & PARSLEY 88-B, L.P.
             (Exact name of Registrant as specified in its charter)

            Delaware                                          75-2240121
(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>



                           PARKER & PARSLEY 88-B, L.P.

                                TABLE OF CONTENTS


                                                                         Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of March 31, 1998 and
              December 31, 1997   .......................................   3

           Statements of Operations for the three months
             ended March 31, 1998 and 1997...............................   4

           Statement of Partners' Capital for the three months
             ended March 31, 1998........................................   5

           Statements of Cash Flows for the three months
             ended March 31, 1998 and 1997...............................   6

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

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations.........................   7



                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K..............................  10


           27.1    Financial Data Schedule

           Signatures....................................................  11


                                        2

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          Part I. Financial Information

Item 1.    Financial Statements

                                 BALANCE SHEETS

                                                    March 31,      December 31,
                                                      1998            1997
                                                   -----------     ------------
                                                   (Unaudited)
                  ASSETS
                  ------
Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $127,177 at March 31 and
    $148,866 at December 31                        $   127,577     $   149,266
  Accounts receivable - oil and gas sales               78,435          97,539
                                                    ----------      ----------

        Total current assets                           206,012         246,805
                                                    ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               7,128,491       7,116,399
Accumulated depletion                               (5,353,921)     (5,311,920)
                                                    ----------      ----------

        Net oil and gas properties                   1,774,570       1,804,479
                                                    ----------      ----------

                                                   $ 1,980,582     $ 2,051,284
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL
- ------------------------------------
Current liabilities:
  Accounts payable - affiliate                     $    26,599     $    28,599

Partners' capital:
  Managing general partner                              19,509          20,196
  Limited partners (8,954 interests)                 1,934,474       2,002,489
                                                    ----------      ----------

                                                     1,953,983       2,022,685
                                                    ----------      ----------

                                                   $ 1,980,582     $ 2,051,284
                                                    ==========      ==========

  The financial information included as of March 31, 1998 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 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                        Three months ended
                                                             March 31,
                                                     -------------------------
                                                        1998           1997
                                                     ----------     ----------
Revenues:
  Oil and gas                                        $  158,561     $  230,006
  Interest                                                2,038          2,063
  Gain on disposition of assets                             156            -
                                                      ---------      ---------

                                                        160,755        232,069
                                                      ---------      ---------

Costs and expenses:
  Oil and gas production                                112,417        101,891
  General and administrative                              4,757          7,099
  Depletion                                              42,001         45,074
                                                      ---------      ---------

                                                        159,175        154,064
                                                      ---------      ---------

Net income                                           $    1,580     $   78,005
                                                      =========      =========

Allocation of net income:
  Managing general partner                           $       16     $      780
                                                      =========      =========

  Limited partners                                   $    1,564     $   77,225
                                                      =========      =========

Net income per limited partnership interest          $      .17     $     8.62
                                                      =========      =========

Distributions per limited partnership interest       $     7.77     $    16.71
                                                      =========      =========



   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 88-B, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




                                     Managing
                                      general        Limited
                                      partner        partners          Total


Balance at January 1, 1998          $   20,196      $2,002,489      $2,022,685

    Distributions                         (703)        (69,579)        (70,282)

    Net income                              16           1,564           1,580
                                     ---------       ---------       ---------

Balance at March 31, 1998           $   19,509      $1,934,474      $1,953,983
                                     =========       =========       =========




   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 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                         Three months ended
                                                               March 31,
                                                       ----------------------
                                                          1998         1997
                                                       ---------    ---------
Cash flows from operating activities:
  Net income                                           $   1,580    $  78,005
  Adjustments to reconcile net income to net
    cash provided by operating activities:
       Depletion                                          42,001       45,074
       Gain on disposition of assets                        (156)         -
  Changes in assets and liabilities:
       Accounts receivable                                19,104       85,566
       Accounts payable                                   (2,000)         926
                                                        --------     --------

           Net cash provided by operating activities      60,529      209,571
                                                        --------     --------
Cash flows from investing activities:
  Additions to oil and gas properties                    (12,092)      (1,264)
  Proceeds from disposition of assets                        156          -
                                                        --------     --------

           Net cash used in investing activities         (11,936)      (1,264)
                                                        --------     --------

Cash flows used in financing activities:

  Cash distributions to partners                         (70,282)    (151,116)
                                                        --------     --------

Net increase (decrease) in cash and cash equivalents     (21,689)      57,191
Cash and cash equivalents at beginning of period         149,266      106,856
                                                        --------     --------

Cash and cash equivalents at end of period             $ 127,577    $ 164,047
                                                        ========     ========


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

              The accompanying notes are an integral part of these
                             financial statements.

                                        6

<PAGE>



                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)


Note 1.   Organization and nature of operations

Parker &  Parsley  88-B,  L.P.  (the  "Partnership")  is a  limited  partnership
organized in 1988 under the laws of the State of Delaware.

The Partnership  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.   Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1998 of the Partnership  include all adjustments and accruals consisting only of
normal recurring accrual adjustments which are necessary for a fair presentation
of the results for the interim  period.  However,  these interim results are not
necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto contained in the  Partnership's  Report on Form
10-K for the year ended  December 31,  1997,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Rich Dealy,  Vice President and Chief  Accounting  Officer,  5205 North O'Connor
Boulevard, 1400 Williams Square West, Irving, Texas 75039-3746.

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

Results of Operations

Revenues:

The Partnership's  oil and gas revenues  decreased 31% to $158,561 from $230,006
for the three months ended March 31, 1998 and 1997,  respectively.  The decrease
in revenues  resulted from lower average prices received,  offset by an increase
in production.  For the three months ended March 31, 1998, 8,032 barrels of oil,
2,613  barrels of natural gas liquids  ("NGLs") and 13,330 mcf of gas were sold,
or 12,867 barrel of oil equivalents  ("BOEs").  For the three months ended March
31, 1997, 7,933 barrels of oil and 19,397 mcf of gas were sold, or 11,166 BOEs.

As of September 30, 1997, the Partnership began accounting for processed natural
gas   production  as  processed   natural  gas  liquids  and  dry  residue  gas.
Consequently,  separate product volumes will not be comparable for periods prior
to September 30, 1997.  Also,  prices for gas products will not be comparable as
the price per mcf for natural gas for the three  months  ended March 31, 1998 is


                                        7

<PAGE>



the price received for dry residue gas and the price per mcf for natural gas for
the three months ended March 31, 1997 is a price for wet gas (i.e.,  natural gas
liquids combined with dry residue gas).

The average  price  received per barrel of oil  decreased  $7.10,  or 33%,  from
$21.78 for the three  months  ended March 31, 1997 to $14.68 for the same period
in 1998.  The average price  received per barrel of NGLs during the three months
ended  March 31,  1998 was $7.48.  The  average  price  received  per mcf of gas
decreased  46% from $2.95  during the three months ended March 31, 1997 to $1.59
for the same period in 1998. 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 Partnership may therefore
sell its future oil and gas  production  at average  prices lower or higher than
that received during the three months ended March 31, 1998.

During  most of 1997,  the  Partnership  benefitted  from  higher  oil prices as
compared to previous  years.  However,  during the fourth  quarter of 1997,  oil
prices began a downward  trend that has continued  into March 1998. On April 23,
1998, the market price for West Texas  intermediate crude was $13.80 per barrel.
A continuation of the oil price environment experienced during the first quarter
of 1998 will have an adverse effect on the Partnership's  revenues and operating
cash flow and could result in additional  decreases in the carrying value of the
Partnership's oil and gas properties.

Costs and Expenses:

Total costs and expenses  increased to $159,175 for the three months ended March
31, 1998 as compared  to  $154,064  for the same period in 1997,  an increase of
$5,111, or 3%. The increase was due to an increase in production  costs,  offset
by decreases in depletion and general and administrative expenses ("G&A").

Production  costs were  $112,417  for the three  months ended March 31, 1998 and
$101,891 for the same period in 1997,  resulting in a $10,526 increase,  or 10%.
The increase was primarily due to an increase in workover  expenses  incurred in
an effort to stimulate well production, offset by a decline in production taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general partner personnel and operating costs. During this period, G&A decreased
$2,342,  or 33%, from $7,099 for the three months ended March 31, 1997 to $4,757
for the same period in 1998.

Depletion  was $42,001  for the three  months  ended March 31, 1998  compared to
$45,074 for the same period in 1997. This represented a decrease in depletion of
$3,073,  or 7%. This decrease was primarily  attributable  to a reduction in the
Partnership's  net  depletable  basis  from  charges  taken in  accordance  with
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("SFAS 121") during the fourth quarter of 1997 and a reduction in oil production
of 99 barrels for the period ended March 31, 1998 compared to the same period in
1997,  offset by a decline in oil  reserves  during the three months ended March
31, 1998 as a result of lower commodity prices.



                                        8

<PAGE>



Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  decreased  $149,042 during the three
months ended March 31, 1998 from the same period in 1997.  This decrease was due
to a decrease in oil and gas sales receipts and an increase in production  costs
paid, offset by a decrease in G&A expenses paid.

Net Cash Used in Investing Activities

The Partnership's  principal investing  activities during the three months ended
March 31, 1998 and 1997 were for  equipment  replacement  on various oil and gas
properties.

During the three months ended March 31, 1998, proceeds of $156 were derived from
salvage on one saltwater disposal well that was plugged and abandoned in a prior
year.

Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1998 to  cover
distributions  to the partners of $70,282 of which $703 was  distributed  to the
managing  general  partner  and $69,579 to the  limited  partners.  For the same
period  ended March 31,  1997,  cash was  sufficient  for  distributions  to the
partners of $151,116 of which $1,511 was  distributed  to the  managing  general
partner and $149,605 to the limited partners.

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.

Information systems for the year 2000

The managing general partner will be required to modify its information  systems
in order to  accurately  process  Partnership  data  referencing  the year 2000.
Because of the importance of occurrence  dates in the oil and gas industry,  the
consequences of not pursuing these  modifications  could be very  significant to
the Partnership's ability to manage and report operating activities.  Currently,
the managing general partner plans to contract with third parties to perform the
software  programming  changes  necessary to correct any existing  deficiencies.
Such programming  changes are anticipated to be completed and tested by March 1,
1999. The managing  general  partner will allocate a portion of the costs of the
year 2000 programming  charges to the Partnership when they are incurred,  along
with recurring general and administrative  expenses.  Although the costs are not
estimable at this time, they should not be significant to the Partnership.

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

(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.


                                        9

<PAGE>



                           Part II. Other Information


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

     27.1    Financial Data Schedule

(b)  Reports on Form 8-K

     (1)     On April 2, 1998,  the  Partnership  filed a Current Report on Form
             8-K dated  March 31,  1998,  reporting  under  Item 4  (Changes  in
             Registrant's  Certifying  Accountants)  the  engagement  of Ernst &
             Young  LLP  as  the  Partnership's  independent  auditors  and  the
             dismissal of KPMG Peat Marwick LLP effective upon the completion of
             the audit of the  Partnership  for the fiscal year ending  December
             31, 1997.


                                       10

<PAGE>


                           PARKER & PARSLEY 88-B, L.P.
                        (A Delaware 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 88-B, L.P.

                                   By:      Pioneer Natural Resources USA, Inc.
                                             Managing General Partner



Dated:  May 4, 1998                By:      /s/ Rich Dealy
                                            -----------------------------------
                                            Rich Dealy, Vice President
                                              and Chief Accounting Officer


                                       11

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000828191
<NAME> 88B.TXT
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         127,577
<SECURITIES>                                         0
<RECEIVABLES>                                   78,435
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               206,012
<PP&E>                                       7,128,491
<DEPRECIATION>                               5,353,921
<TOTAL-ASSETS>                               1,980,582
<CURRENT-LIABILITIES>                           26,599
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,953,983
<TOTAL-LIABILITY-AND-EQUITY>                 1,980,582
<SALES>                                        158,561
<TOTAL-REVENUES>                               160,755
<CGS>                                                0
<TOTAL-COSTS>                                  159,175
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  1,580
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              1,180
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,580
<EPS-PRIMARY>                                     0.17
<EPS-DILUTED>                                        0
        

</TABLE>


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