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, 1996

                                       or
 /   /          Transition Report Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934 (No Fee Required)
                         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
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                 Limited partnership interests ($1,000 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
$8,860,000.

As of March 8, 1997, the number of outstanding limited partnership interests was
8,954.  The following documents are incorporated by reference into the indicated
parts of this Annual Report on Form 10-K: None

                               Page 1 of 27 pages.
                           -Exhibit index on page 27-


<PAGE>




Parts I and II of this Report contain  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.  See "Item 1.  Business"  for a
description of various factors that could  materially  affect the ability of the
Partnership to achieve the anticipated  results described in the forward looking
statements.

                                     PART I

ITEM 1.     Business

Parker &  Parsley  88-B,  L.P.  (the  "Partnership")  is a  limited  partnership
organized in 1988 under the laws of the State of Delaware.  The managing general
partner is Parker & Parsley Development L.P. ("PPDLP").  PPDLP's general partner
is Parker & Parsley Petroleum USA, Inc. ("PPUSA").

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $70,000,000 in a
series of Delaware  limited  partnerships  formed  under the Parker & Parsley 88
Development  Drilling  Programs,  was declared  effective by the  Securities and
Exchange  Commission  on March 4, 1988.  On November 18,  1988,  the offering of
limited partnership interests in the Partnership,  the second partnership formed
under such statement was closed,  with interests  aggregating  $8,954,000  being
sold to 715 subscribers.

The Partnership  engages primarily in oil and gas development and production and
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  Partnership's  revenue,  income and
identifiable assets.

The principal  markets during 1996 for the oil produced by the Partnership  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Partnership's   oil  producing   properties.   The  principal  markets  for  the
Partnership's   gas  were  companies  that  have  pipelines   located  near  the
Partnership's gas producing  properties.  Of the Partnership's total oil and gas
revenues for 1996,  approximately 52% and 11% were attributable to sales made to
Genesis Crude Oil, L.P. and Western Gas Resources, Inc.

The Partnership's revenues,  profitability,  cash flow and future rate of growth
are highly dependent on the prevailing prices of oil and gas, which are affected
by  numerous  factors  beyond  the  Partnership's  control.  Oil and gas  prices
historically  have been very volatile.  A substantial or extended decline in the
prices of oil or gas could have a material  adverse effect on the  Partnership's
revenues,  profitability and cash flow and could,  under certain  circumstances,
result in a reduction in the  carrying  value of the  Partnership's  oil and gas
properties.

Because of the demand for oil and gas, the Partnership does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a

                                        2

<PAGE>



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  Partnership's  gas  producing  properties.   The
Partnership  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 Partnership  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  Partnership  cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

The  Partnership  does not have any  employees  of its own.  PPUSA  employs  659
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Partnership's  business  during the period for which this  report is filed.  The
Partnership's  managing  general  partner,  PPDLP  through  PPUSA,  supplies all
management functions.

Numerous  uncertainties  exist in estimating  quantities of proved  reserves and
future net revenues  therefrom.  The  estimates  of proved  reserves and related
future net revenues  set forth in this report are based on various  assumptions,
which may ultimately  prove to be inaccurate.  Therefore,  such estimates should
not be construed as estimates of the current  market value of the  Partnership's
proved reserves.

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

ITEM 2.     Properties

The  Partnership'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.

Fractional  working  interests in developmental oil and gas prospects located in
the  Spraberry  Trend  area of West  Texas  were  acquired  by the  Partnership,
resulting in the  Partnership's  participation in the drilling of 43 oil and gas
wells.  One well was plugged and abandoned during 1992. At December 31, 1996, 42
wells were producing.

For  information  relating  to the  Partnership's  estimated  proved oil and gas
reserves at December 31, 1996,  1995 and 1994 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.

                                        3

<PAGE>



ITEM 3.     Legal Proceedings

The  Partnership  is not aware of any  material  legal  proceedings  (other than
routine  litigation  in the ordinary  course of the  Partnership'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 1996.



                                        4

<PAGE>



                                     PART II

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

At March 8, 1997, the  Partnership  had 8,954  outstanding  limited  partnership
interests  held of record by 722  subscribers.  There is no  established  public
trading  market  for  the  limited  partnership  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  Partnership's  obligations are distributed to the partners
at least quarterly in accordance with the limited partnership agreement.  During
the years ended December 31, 1996 and 1995, $484,737 and $441,895, 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:
<TABLE>
                                  1996         1995         1994         1993         1992
                               ----------   ----------   ----------   ----------   ----------
<S>                            <C>          <C>          <C>          <C>          <C>
Operating results:

 Oil and gas sales             $1,052,408   $  889,592   $  946,401   $1,167,479   $1,543,936
                                =========    =========    =========    =========    =========
 Impairment of oil and
   gas properties              $      -     $  479,522   $      -     $      -     $      -
                                =========    =========    =========    =========    =========
 Net income (loss)             $  397,674   $ (391,752)  $    5,033   $  192,434   $  227,615
                                =========    =========    =========    =========    =========
 Allocation of net income
  (loss):
    Managing general partner   $    3,977   $   (3,918)  $       50   $    2,335   $    2,724
                                =========    =========    =========    =========    =========
    Limited partners           $  393,697   $ (387,834)  $    4,983   $  190,099   $  224,891
                                =========    =========    =========    =========    =========
 Limited partners' net
   income (loss) per limited
   partnership interest        $    43.97   $   (43.31)  $      .56   $    21.23   $    25.12
                                =========    =========    =========    =========    =========
 Limited partners' cash
   distributions per limited
   partnership interest        $    54.14   $    49.35   $    52.50   $    76.63   $   112.03
                                =========    =========    =========    =========    =========
At year end:
 Total assets                  $2,848,468   $2,970,489   $3,781,914   $4,251,375   $4,802,013
                                =========    =========    =========    =========    =========
</TABLE>
                                        5

<PAGE>



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

Results of operations

1996 compared to 1995

The  Partnership's  1996  oil and gas  revenues  increased  to  $1,052,408  from
$889,592 in 1995,  an increase of 18%.  The increase in revenues  resulted  from
higher average prices received per barrel of oil and mcf of gas, offset by an 8%
decrease in barrels of oil  produced  and sold and a 13%  decrease in mcf of gas
produced and sold. In 1996,  37,186  barrels of oil were sold compared to 40,523
in 1995,  a  decrease  of 3,337  barrels.  In 1996,  96,878 mcf of gas were sold
compared to 111,871 in 1995,  a decrease of 14,993 mcf.  The  production  volume
decreases were due to the decline  characteristics  of the Partnership's oil and
gas properties.  Because of these characteristics,  management expects a certain
amount  of  decline  in   production   to  continue  in  the  future  until  the
Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  increased  $4.41,  or 26%,  from
$17.15 in 1995 to $21.56 in 1996,  while the average  price  received per mcf of
gas increased  49%from $1.74 in 1995 to $2.59 in 1996.  The market price for oil
and gas has been extremely volatile in the past decade, and management expects a
certain  amount  of  volatility  to  continue  in the  foreseeable  future.  The
Partnership  may  therefore  sell its future oil and gas  production  at average
prices lower or higher than that received in 1996.

Total costs and expenses decreased in 1996 to $663,069 as compared to $1,289,437
in 1995, a decrease of $626,368,  or 49%.  The  decrease  was  primarily  due to
declines in the impairment of oil and gas properties and depletion, offset by an
increase in production costs, general and administrative  expenses ("G&A"), loss
on abandoned property and abandoned property costs.

Production  costs were  $428,490 in 1996 and  $416,583 in 1995,  resulting in an
$11,907  increase,  or 3%. The  increase was due to  additional  well repair and
maintenance  costs and an increase in production  taxes resulting from increased
oil and gas sales.

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,  18% from $26,619 in 1995 to $31,516 in
1996. The  Partnership  paid the managing  general  partner  $26,489 in 1996 and
$19,456 in 1995 for G&A incurred on behalf of the Partnership. G&A is allocated,
in part, to the  Partnership  by the managing  general  partner.  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.

The Partnership  adopted  Statement of Financial  Accounting  Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to

                                        6

<PAGE>



be Disposed Of" ("SFAS 121")  effective as of October 1, 1995 (see Notes 2 and 3
of Notes to Financial Statements included in  "Item 8.  Financial Statements and
Supplementary Data"). As a result of the review and evaluation of its long-lived
assets for impairment,  the Partnership recognized a non-cash charge of $479,522
related to its oil and gas properties during the fourth quarter of 1995.

Depletion was $201,693 in 1996 compared to $366,713 in 1995. This  represented a
decrease of $165,020,  or 45%. This decrease was primarily  attributable  to the
following  factors:  (i) a reduction in the  Partnership's  net depletable basis
from  charges  taken in  accordance  with  SFAS  121,  (ii) a  reduction  in oil
production of 3,337 barrels for 1996 as compared to 1995,  and (iii) an increase
in oil and gas reserves during 1996 as a result of higher commodity prices.

A loss on abandoned  property of $1,032 was  recognized  during 1996.  This loss
resulted from the abandonment of a saltwater  disposal well and the write-off of
associated  capitalized  well costs of $1,074,  less  proceeds  from  salvage of
equipment of $42.  Abandoned  property expense  associated with this abandonment
totaled $338 during 1996. There was no abandonment activity during 1995.

1995 compared to 1994

The Partnership's  1995 oil and gas revenues decreased to $889,592 from $946,401
in 1994, a decrease of 6%. The decrease in revenues  resulted from a 10% decline
in barrels of oil  produced  and sold,  a 14% decline in mcf of gas produced and
sold and a 2% decline in the average price received per mcf of gas, offset by an
8% increase in the average  price  received  per barrel of oil. In 1995,  40,523
barrels  of oil were  sold  compared  to  44,894 in 1994,  a  decrease  of 4,371
barrels.  In 1995,  111,871 mcf of gas were sold  compared to 129,979 in 1994, a
decrease of 18,108 mcf.

The average price received per barrel of oil increased $1.21 from $15.94 in 1994
to $17.15 in 1995,  while the average  price  received per mcf of gas  decreased
from $1.78 in 1994 to $1.74 in 1995.

Total costs and expenses increased in 1995 to $1,289,437 as compared to $946,813
in 1994, an increase of $342,624,  or 36%. The increase was primarily due to the
impairment  of oil and gas  properties  during  1995,  offset by a  decrease  in
production costs, G&A and depletion.

Production  costs were  $416,583 in 1995 and  $449,899 in 1994,  resulting  in a
$33,316  decrease,  or 7%. The  decrease was due to a decline 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 decreased, in aggregate, 6% from $28,367 in 1994 to $26,619 in 1995.
The Partnership paid the managing general partner $19,456 in 1995 and $21,005 in
1994 for G&A incurred on behalf of the Partnership.

The  Partnership  adopted SFAS 121  effective as of October 1, 1995 (see Notes 2
and 3 of Notes to Financial Statements included in "Item 8. Financial Statements
and  Supplementary  Data").  As a result of the  review  and  evaluation  of its

                                        7

<PAGE>



long-lived assets for impairment,  the Partnership  recognized a non-cash charge
of $479,522  related to its oil and gas properties  during the fourth quarter of
1995.

Depletion was $366,713 in 1995 compared to $468,547 in 1994. This  represented a
decrease of $101,834,  or 22%. Oil  production  decreased  4,371 barrels in 1995
from 1994,  while oil reserves of barrels were revised upward by 22,324 barrels,
or 4%.

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  Partnership.  During 1994,  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  increased by 4.8%. The
1995 annual change in average weekly earnings  increased by 4.4%. The 1996 index
(effective  April 1, 1996)  increased  4.1%.  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.  During  1996,  the price per
barrel for oil production similar to the Partnership's ranged from approximately
$18.00 to $25.00. For February 1997, the average price for the Partnership's oil
was approximately $22.00.

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.

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  decreased  $19,840  during the year
ended  December 31, 1996 from the year ended December 31, 1995. The decrease was
due to additional  production  costs paid,  offset by an increase in oil and gas
sales.

Net Cash Provided by (Used in) Investing Activities

The Partnership's  investing activities during 1996 and 1995 were related to the
disposal or addition of oil and gas equipment on active properties.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1996 for  distributions  to the partners of $489,633 of
which  $484,737  was  distributed  to the  limited  partners  and  $4,896 to the
managing general partner.  In 1995, cash was sufficient for distributions to the
partners of $446,359 of which $441,895 was  distributed to the limited  partners
and $4,464 to the managing general partner.

                                        8

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

ITEM 8.     Financial Statements and Supplementary Data

The Partnership'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 Partnership

The  Partnership  does not have any  officers  or  directors.  Under the limited
partnership  agreement,  the Partnership's  managing general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Partnership'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                  1996                       Position
      ----              ------------                   --------

Scott D. Sheffield           44          President, Chairman of the Board,
                                           Chief Executive Officer and
                                           Director

Timothy A. Leach             37          Executive Vice President and Director

Steven L. Beal               37          Senior Vice President, Chief Financial
                                           Officer and Director

Mark L. Withrow              49          Senior Vice President, Secretary and
                                           Director

David A. Chroback            41          Senior Vice President and Director

         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 the Company as a petroleum engineer in 1979. Mr. Sheffield served as Vice
President - Engineering of the Company from September 1981 until April 1985 when
he was elected  President  and a Director  of the  Company.  In March 1989,  Mr.
Sheffield was elected  Chairman of the Board and Chief Executive  Officer of the
Company.  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 the Company,  Mr. Sheffield
was principally occupied for more than three years as a production and reservoir
engineer for Amoco Production Company.

         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

                                       10

<PAGE>



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 and Director of PPUSA
on December 1, 1995.  He had joined the Company as Vice  President - Engineering
in  September  1989.  Prior to joining the  Company,  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. Mr.
Beal was elected Senior Vice President and Chief  Financial  Officer of PPUSA on
January  1, 1995 and was  elected a Director  of PPUSA on  January  2, 1996.  He
served as Treasurer  of PPUSA from  January 1, 1995 to June 12,  1996.  Mr. Beal
joined the Company as Treasurer  in March 1988 and was elected Vice  President -
Finance in October 1991. Prior to joining the Company,  Mr. Beal was employed as
an audit manager for Price Waterhouse.

         Mark  L.  Withrow.   Mr.  Withrow,  a  graduate  of  Abilene  Christian
University  with a  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 and was elected a Director of PPUSA on January 2, 1996.
Mr.  Withrow  joined the Company in January 1991.  Prior to joining the Company,
Mr.  Withrow was the managing  partner of the law firm of Turpin,  Smith,  Dyer,
Saxe & MacDonald, Midland, Texas.

         David A. Chroback.  Mr. Chroback,  a graduate of Hanover College with a
Bachelor  of Science  degree in Geology,  and a graduate  of  Southern  Illinois
University at Carbondale with a Master of Science degree in Geology, was elected
Senior Vice President of the Company and PPUSA on October 7, 1996. On January 2,
1996,  Mr.  Chroback  was  elected  Director  of  PPUSA.  He had  served as Vice
President - Geology of the Company since February  1993.  Mr.  Chroback has been
the  Geological  Manager  since June  1992,  and prior to that has been a Senior
Geologist with the Company since January 1988.  Before  joining the Company,  he
was a  project  geologist  with  Indian  Wells Oil  Company.  Mr.  Chroback  was
previously  employed by Amoco Production  Company as a petroleum  geologist from
1980 through 1984.

ITEM 11.     Executive Compensation

The  Partnership  does not have any  directors  or officers.  Management  of the
Partnership is vested in PPDLP, the managing  general  partner.  The Partnership
participates in oil and gas activities  through an income tax  partnership  (the
"Program") pursuant to the Program agreement. Under the Program agreement, PPDLP
pays approximately 10% of the Partnership's acquisition, drilling and completion
costs and  approximately  25% of its  operating  and general and  administrative
expenses.  In return, PPDLP is allocated  approximately 25% of the Partnership's
revenues.  See  Notes 6 and 9 of Notes to Financial Statements included in "Item

                                       11

<PAGE>



8. Financial Statements and Supplementary Data" below for information  regarding
fees and  reimbursements  paid to the managing general partner or its affiliates
by the Partnership.

The Partnership 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 Partnership is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Partnership. PPDLP owned 94
limited partner interests at January 1, 1997.

(b)      Security ownership of management

The Partnership  does not have any officers or directors.  The managing  general
partner of the Partnership, PPDLP, has the exclusive right and full authority to
manage,  control and administer the  Partnership'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
Partnership  is not aware of any current  arrangement or activity which may lead
to such  removal.  The  Partnership  is not aware of any  officer or director of
PPUSA who beneficially owns limited partnership interests in the Partnership.

ITEM 13.     Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

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:
                                                 1996        1995        1994
                                               --------    --------    --------
Payment of lease operating and supervision
   charges in accordance with standard
   industry operating agreement                $166,963    $144,743    $147,876

Reimbursement of general and
   administrative expenses                     $ 26,489    $ 19,456    $ 21,005

Receipts of proceeds for the salvage value
   of retired oil and gas equipment            $  6,131    $    -      $    -

Purchase of oil and gas properties and
   related equipment, at predecessor cost      $    -      $  9,852    $  5,418

                                       12

<PAGE>



Under the limited partnership agreement, the managing general partner pays 1% of
the  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.  Also,  see Notes 6 and 9 of Notes to Financial
Statements  included in "Item 8. Financial  Statements and  Supplementary  Data"
below,  regarding  the  Partnership'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, 1996 and 1995

             Statements of operations for the years ended December 31, 1996,
               1995 and 1994

             Statements of partners' capital for the years ended December 31,
               1996, 1995 and 1994

             Statements of cash flows for the years ended December 31, 1996,
               1995 and 1994

             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 88-B, L.P.

Dated: March 25, 1997        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 25, 1997
-----------------------     Chief Executive Officer and
Scott D. Sheffield          Director of PPUSA


/s/ Timothy A. Leach        Executive Vice President and         March 25, 1997
-----------------------     Director of PPUSA
Timothy A. Leach


/s/ Steven L. Beal          Senior Vice President, Chief         March 25, 1997
-----------------------     Financial Officer and Director
Steven L. Beal              of PPUSA


/s/ Mark L. Withrow         Senior Vice President, Secretary     March 25, 1997
-----------------------     and Director of PPUSA
Mark L. Withrow


/s/ David A. Chroback       Senior Vice President and            March 25, 1997
-----------------------     Director of PPUSA
David A. Chroback


                                       15

<PAGE>




                          INDEPENDENT AUDITORS' REPORT




The Partners
Parker & Parsley 88-B, L.P.
  (A Delaware Limited Partnership):

We have  audited the  financial  statements  of Parker & Parsley  88-B,  L.P. 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 88-B, L.P. as
of December 31, 1996 and 1995,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
adopted 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" in 1995.



                                                 KPMG Peat Marwick LLP


Midland, Texas
March 21, 1997



                                       16

<PAGE>



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

                                 BALANCE SHEETS
                                   December 31


                                                    1996             1995
                                                 -----------     -----------

                 ASSETS

Current assets:
  Cash and cash equivalents, including
    interest bearing deposits of $106,356
    in 1996 and $125,830 in 1995                 $   106,856     $   126,330
  Accounts receivable - oil and gas sales            210,757         104,938
                                                  ----------      ----------
         Total current assets                        317,613         231,268
                                                  ----------      ----------
Oil and gas properties - at cost, based on
  the successful efforts accounting method         7,107,384       7,114,609
Accumulated depletion                             (4,576,529)     (4,375,388)
                                                  ----------      ----------
         Net oil and gas properties                2,530,855       2,739,221
                                                  ----------      ----------
                                                 $ 2,848,468     $ 2,970,489
                                                  ==========      ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                   $    22,500     $    52,562

Partners' capital:
  Limited partners (8,954 interests)               2,797,739       2,888,779
  Managing general partner                            28,229          29,148
                                                  ----------      ----------
                                                   2,825,968       2,917,927
                                                  ----------      ----------
                                                 $ 2,848,468     $ 2,970,489
                                                  ==========      ==========


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

                                       17

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                         For the years ended December 31



                                        1996           1995           1994
                                     ----------     ----------     ----------
Revenues:
  Oil and gas                        $1,052,408     $  889,592     $  946,401
  Interest                                8,335          8,093          5,445
                                      ---------      ---------      ---------
                                      1,060,743        897,685        951,846
                                      ---------      ---------      ---------
Costs and expenses:
  Oil and gas production                428,490        416,583        449,899
  General and administrative             31,516         26,619         28,367
  Impairment of oil and gas
    properties                              -          479,522            -
  Depletion                             201,693        366,713        468,547
  Loss on abandoned property              1,032            -              -
  Abandoned property                        338            -              -
                                      ---------      ---------      ---------
                                        663,069      1,289,437        946,813
                                      ---------      ---------      ---------
Net income (loss)                    $  397,674     $ (391,752)    $    5,033
                                      =========      =========      =========
Allocation of net income (loss):
  Managing general partner           $    3,977     $   (3,918)    $       50
                                      =========      =========      =========
  Limited partners                   $  393,697     $ (387,834)    $    4,983
                                      =========      =========      =========
Net income (loss) per limited
  partnership interest               $    43.97     $   (43.31)    $      .56
                                      =========      =========      =========


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

                                       18

<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1994     $ 42,228     $4,183,621     $4,225,849

    Distributions                          (4,748)      (470,096)      (474,844)

    Net income                                 50          4,983          5,033
                                          -------      ---------      ---------

Partners' capital at December 31, 1994     37,530      3,718,508      3,756,038

    Distributions                          (4,464)      (441,895)      (446,359)

    Net loss                               (3,918)      (387,834)      (391,752)
                                          -------      ---------      ---------

Partners' capital at December 31, 1995     29,148      2,888,779      2,917,927

    Distributions                          (4,896)      (484,737)      (489,633)

    Net income                              3,977        393,697        397,674
                                          -------      ---------      ---------

Partners' capital at December 31, 1996   $ 28,229     $2,797,739     $2,825,968
                                          =======      =========      =========


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

                                       19

<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                         For the years ended December 31



                                               1996        1995        1994
                                             ---------   ---------   ---------

Cash flows from operating activities:
 Net income (loss)                           $ 397,674   $(391,752)  $   5,033
 Adjustments to reconcile net income
   (loss) to net cash provided by
    operating activities:
      Impairment of oil and gas properties         -       479,522         -
      Depletion                                201,693     366,713     468,547
      Loss on abandoned property                 1,032         -           -
  Changes in assets and liabilities:
      (Increase) decrease in accounts
        receivable                            (105,819)      4,711      (4,308)
      Increase (decrease) in accounts
        payable                                (29,301)     25,925         350
                                              --------    --------    --------
         Net cash provided by operating
           activities                          465,279     485,119     469,622
                                              --------    --------    --------
Cash flows from investing activities:
  (Additions) deletions to oil and gas
    properties                                   4,838     (11,642)     (5,418)
  Proceeds from equipment salvage on
    abandoned property                              42         -           -
                                              --------    --------    --------
         Net cash provided by (used in)
           investing activities                  4,880     (11,642)     (5,418)
                                              --------    --------    --------
Cash flows from financing activities:
  Cash distributions to partners              (489,633)   (446,359)   (474,844)
                                              --------    --------    --------
Net increase (decrease) in cash and cash
  equivalents                                  (19,474)     27,118     (10,640)
Cash and cash equivalents at beginning
  of year                                      126,330      99,212     109,852
                                              --------    --------    --------
Cash and cash equivalents at end of year     $ 106,856   $ 126,330   $  99,212
                                              ========    ========    ========

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

                                       20

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994



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.     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 - Commencing in 1995, 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"), the Partnership  reviews its long-lived assets to be held and used
on an individual property basis,  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 amount 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.

       Prior to the  adoption  of SFAS 121 in the fourth  quarter  of 1995,  the
Partnership's aggregate oil and gas properties were stated at cost not in excess
of total  estimated  future net revenues and the estimated fair value of oil and
gas assets not being depleted.

       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

                                       21

<PAGE>



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.

       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.

       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  has not been included in
the  financial  statements as the income 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  October 1, 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

                                       22

<PAGE>


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 of the review
and  evaluation  of  its  long-lived  assets  for  impairment,  the  Partnership
recognized a non-cash  charge of $479,522  related to its oil and gas properties
during the fourth quarter of 1995.

Note 4.     Income taxes

      The  financial  statement  basis  of  the  Partnership's  net  assets  and
liabilities was $1,621,239 greater than the tax basis at December 31, 1996.

      The following is a  reconciliation  of net income (loss) per statements of
operations  with the net income per  Federal  income tax  returns  for the years
ended December 31:
                                              1996         1995          1994
                                            --------     ---------     --------
 Net income (loss) per statements of
   operations                               $397,674     $(391,752)    $  5,033
 Depletion and depreciation provisions for
   tax reporting purposes under amounts
   for financial reporting purposes           62,991       106,783      207,836
 Impairment of oil and gas properties for
   financial reporting purposes                  -         479,522          -
 Salvage income                                8,245           373          777
 Other                                         1,965           (68)         -
                                             -------      --------      -------
        Net income per Federal income
          tax returns                       $470,875     $ 194,858     $213,646
                                             =======      ========      =======

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:
                                              1996         1995         1994
                                           ----------   ----------   ----------
     Development costs                     $    5,978   $   12,403   $    5,418
                                            =========    =========    =========

       Capitalized oil and gas properties consist of the following:

                                           1996         1995         1994
                                        -----------  -----------  -----------
     Proved properties:
       Property acquisition costs       $   439,249  $   439,249  $   439,249
       Completed wells and equipment      6,668,135    6,675,360    6,662,957
                                         ----------   ----------   ----------
                                          7,107,384    7,114,609    7,102,206
     Accumulated depletion               (4,576,529)  (4,375,388)  (3,529,153)
                                         ----------   ----------   ----------
            Net capitalized costs       $ 2,530,855  $ 2,739,221  $ 3,573,053
                                         ==========   ==========   ==========
                                       23

<PAGE>



      During 1995, the Partnership  recognized a non-cash charge against oil and
gas properties of $479,522 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:
                                                   1996       1995       1994
                                                 --------   --------   --------
  Payment of lease operating and supervision
    charges in accordance with standard
    industry operating agreements                $166,963   $144,743   $147,876

  Reimbursement of general and administrative
    expenses                                     $ 26,489   $ 19,456   $ 21,005

  Receipts of proceeds for the salvage value
    of retired oil and gas equipment             $  6,131        -          -

  Purchase of oil and gas properties and
    related equipment, at predecessor cost       $    -     $  9,852   $  5,418

       The Partnership  participates in oil and gas activities through an income
tax partnership (the "Program") pursuant to the Program agreement. PPDLP, Parker
& Parsley 88-B Conv., L.P. and the Partnership (the  "Partnerships") are parties
to the Program agreement.

       The costs and  revenues  of the Program  are  allocated  to PPDLP and the
Partnerships as follows:
                                                 PPDLP (1)     Partnerships (2)
                                                 ----------   ----------------
  Revenues:
    Proceeds from disposition of depreciable
      properties                                  9.09091%         90.90909%
    All other revenues                           24.242425%        75.757575%
  Costs and expenses:
    Lease acquisition costs, drilling and
      completion costs and all other costs        9.09091%         90.90909%
    Operating costs, direct costs and general
      and administrative expenses                24.242425%        75.757575%

   (1)   Excludes PPDLP's 1% general partner ownership which is allocated at the
         Partnership level and 94 limited partner interests owned by PPDLP.

   (2)   The allocation between the Partnership and Parker & Parsley 88-B Conv.,
         L.P. is 71.119936% and 28.880064%, respectively.

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, 1996,  1995 and 1994 and
changes in such quantities during the years then ended. All of the Partnership's

                                       24

<PAGE>


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, 1994              571,790       1,985,782
   Revisions                                           (16,271)       (379,918)
   Production                                          (44,894)       (129,979)
                                                       -------        --------
   Net proved reserves at December 31, 1994            510,625       1,475,885
   Revisions                                            22,324         200,991
   Production                                          (40,523)       (111,871)
                                                       -------        --------
   Net proved reserves at December 31, 1995            492,426       1,565,005
   Revisions                                           115,251         275,646
   Production                                          (37,186)        (96,878)
                                                       -------         -------
   Net proved reserves at December 31, 1996            570,491       1,743,773
                                                       =======       =========

       The estimated  present  value of future net revenues of proved  reserves,
calculated  using December 31, 1996 prices of $24.78 per barrel of oil and $3.89
per mcf of gas, discounted at 10% was approximately  $4,993,000 and undiscounted
was $10,384,000 at December 31, 1996.

       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 (a major  customer is defined as a customer whose sales exceed 10%
of total sales) during the years ended December 31:

                                              1996       1995       1994
                                             ------     ------     ------
         Genesis Crude Oil, L.P.               52%        53%        50%
         Western Gas Resources, Inc.           11%        10%        10%
         GPM Gas Corporation                    -          -         11%

       The  above  customers  represent  40% of  total  accounts  receivable  at
December 31, 1996.

       PPDLP is party to a  long-term  agreement  pursuant  to which  PPDLP  and
affiliates are to sell to Basis Petroleum,  Inc. (formerly Phibro Energy,  Inc.)
substantially  all crude oil (including  condensate)  which any of such entities
have the right to market from time to time.  On September  23,  1996,  PPDLP and
Basis Petroleum,  Inc. entered into an agreement that supersedes the prior crude
oil purchase  agreement  between the parties and  provides  for  adjusted  terms

                                       25

<PAGE>



effective  December 1, 1995. On November 25, 1996, the Company  consented to the
assignment of the agreement to Genesis  Crude Oil, L.P.  ("Genesis"),  a limited
partnership formed by Basis Petroleum, Inc. and Howell Corporation. The price to
be paid by Genesis for oil purchased under the agreement  ("Genesis  Agreement")
is to be  competitive  with prices paid by other  substantial  purchasers in the
same areas who are significant  competitors of Genesis. The price to be paid for
oil purchased under the Genesis Agreement  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 Genesis Agreement is through June 30, 1998, and it
may continue  thereafter  subject to  termination  rights  afforded  each party.
Salomon,  Inc., the parent company of Basis  Petroleum,  Inc. and a subordinated
limited partner in Genesis,  secures the payment  obligations  under the Genesis
Agreement with a $25 million payment guarantee.  Accounts receivable-oil and gas
sales included $62,525 due from Genesis at December 31, 1996.

Note 9.     Organization and operations

       The Partnership was organized November 18, 1988 as a limited  partnership
under the Delaware Act for the purpose of acquiring and  developing  oil and gas
properties.  The following is a brief summary of the more significant provisions
of the limited partnership agreement:

       Managing   general  partner  -  The  managing   general  partner  of  the
       Partnership  is  PPDLP.  PPDLP has the power  and  authority  to  manage,
       control and administer  all Program and  Partnership  affairs.  Under the
       limited  partnership  agreement,  the managing general partner pays 1% of
       the  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
       $8,954,000.  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.



                                       26

<PAGE>


                           PARKER & PARSLEY 88-B, L.P.

                                INDEX TO EXHIBITS




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

 Exhibit No.                      Description                            Page
 -----------                      -----------                            ----
     4(a)            Certificate and Agreement of Limited                  -
                     Partnership of Parker & Parsley 88-B, L.P.

     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


                                       27

<PAGE>