PARKER & PARSLEY 90 C L P
10-K405/A, 1998-03-30
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-K/A
                                  Amendment #1

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 31, 1997




                           PARKER & PARSLEY 90-C, L.P.
             (Exact name of Registrant as specified in its charter)




               Delaware                  33-26097-09            75-2347262
    (State or other jurisdiction of      Commission         (I.R.S. Employer
     incorporation or organization)      File Number     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)






                               Page 1 of 3 pages.


<PAGE>



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

None

INDEX TO EXHIBITS

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

Exhibit No.                         Description                          Page
- -----------                         -----------                          ----
    3(a)             Form of Agreement of Limited Partnership              -
                     of Parker & Parsley 90-C, L.P. incorporated
                     by reference to Exhibit A of the Post-Effective
                     Amendment No. 1 of the Partnership's
                     Registration Statement on Form S-1
                     (Registration No. 33-26097)

    4(b)             Form of Limited Partner Subscription Agree-           -
                     ment incorporated by reference to Exhibit C
                     of the Post-Effective Amendment No. 1 of
                     the Partnership's Registration Statement on
                     Form S-1 (Registration No. 33-26097)

    4(b)             Form of General Partner Subscription Agreement        -
                     incorporated by reference to Exhibit D of the
                     Post-Effective Amendment No. 1 of the Part-
                     nership's Registration Statement on Form S-1
                     (Registration No. 33-26097)

    4(b)             Power of Attorney incorporated by reference to        -
                     Exhibit B of Amendment No. 1 of the Partner-
                     ship's Registration Statement on Form S-1
                     (Registration No. 33-26097)

    4(c)             Specimen Certificate of Limited Partnership           -
                     Interest incorporated by reference to Exhibit 4c
                     of the Partnership's Registration Statement on
                     Form S-1 (Registration No. 33-26097)

   10(b)             Form of Development Drilling Program                  -
                     Agreement incorporated by reference to Exhibit
                     B of the Post-Effective Amendment No. 1 of
                     the Partnership's Registration Statement on
                     Form S-1 (Registration No. 33-26097)

     27.             Financial Data Schedule

                                        2

<PAGE>


                           PARKER & PARSLEY 90-C, L.P.

                               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 hereunto duly authorized.

                                          PARKER & PARSLEY 90-C, L.P.

Dated: March 27, 1998               By:   Pioneer Natural Resources USA, Inc.
                                            Managing 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 and Director of             March 27, 1998
- -------------------------   Pioneer USA
Scott D. Sheffield

/s/ Timothy L. Dove         Executive Vice President and          March 27, 1998
- -------------------------   Director of Pioneer USA
Timothy L. Dove

/s/ Dennis E. Fagerstone    Executive Vice President and          March 27, 1998
- -------------------------   Director of Pioneer USA
Dennis E. Fagerstone

/s/ Mark L. Withrow         Executive Vice President, General     March 27, 1998
- -------------------------   Counsel and Director of Pioneer USA
Mark L. Withrow

/s/ M. Garrett Smith        Executive Vice President, Chief       March 27, 1998
- -------------------------   Financial Officer and Director
M. Garrett Smith            of Pioneer USA

/s/ Mel Fischer             Executive Vice President of           March 27, 1998
- -------------------------   Pioneer USA
Mel Fischer

/s/ Lon C. Kile             Executive Vice President of           March 27, 1998
- -------------------------   Pioneer USA
Lon C. Kile

/s/ Rich Dealy              Vice President and Chief Accounting   March 27, 1998
- -------------------------   Officer of Pioneer USA
Rich Dealy
                                        3

<PAGE>





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