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, 1997

                                       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. 33-26097-08


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

                Delaware                                    75-2329284
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                   Identification Number)

303 West Wall, Suite 101, Midland, Texas                       79701
(Address of principal executive offices)                     (Zip code)

       Registrant's Telephone Number, including area code : (915) 683-4768

                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes / x / No / /

                               Page 1 of 10 pages.

                             -There are no exhibits-


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                        PARKER & PARSLEY 90-B CONV., L.P.

                                TABLE OF CONTENTS


                                                                      Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of March 31, 1997 and
             December 31, 1996......................................    3

           Statements of Operations for the three months
             ended March 31, 1997 and 1996..........................    4

           Statement of Partners' Capital for the three months
             ended March 31, 1997...................................    5

           Statements of Cash Flows for the three months
             ended March 31, 1997 and 1996..........................    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.........................    9

           27.    Financial Data Schedule

           Signatures...............................................   10


                                        2

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                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS
                                                     March 31,      December 31,
                                                       1997            1996
                                                    -----------     -----------
                                                    (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $149,487 at March 31
     and $121,219 at December 31                    $   149,487     $   123,797
  Accounts receivable - oil and gas sales               134,756         205,562
                                                     ----------      ----------
        Total current assets                            284,243         329,359
                                                        -------         -------
Oil and gas properties - at cost,  based on the
  successful efforts accounting method                9,567,920       9,563,173
Accumulated depletion                                (6,551,495)     (6,489,600)
                                                     ----------      ----------
        Net oil and gas properties                    3,016,425       3,073,573
                                                      ---------      ----------
                                                    $ 3,300,668     $ 3,402,932
                                                     ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $    27,491     $    25,296

Partners' capital:
  Managing general partner                               32,731          33,776
  Limited partners (11,897 interests)                 3,240,446       3,343,860
                                                     ----------      ----------
                                                      3,273,177       3,377,636
                                                     ----------      ----------
                                                    $ 3,300,668     $ 3,402,932
                                                     ==========      ==========


  The financial information included as of March 31, 1997 has been prepared by
           management without audit by independent public accountants.

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

                                        3

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                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                       Three months ended
                                                            March 31,
                                                   --------------------------
                                                      1997            1996
                                                   ----------      ----------
Revenues:
  Oil and gas                                      $  325,204      $  302,409
  Interest                                              2,192           1,376
  Salvage income from equipment disposals                 -             2,730
                                                    ---------       ---------
                                                      327,396         306,515
                                                    ---------       ---------
Costs and expenses:
  Oil and gas production                              127,127         133,581
  General and administrative                           10,632           9,072
  Depletion                                            61,895          68,179
                                                    ---------       ---------
                                                      199,654         210,832
                                                    ---------       ---------
Net income                                         $  127,742      $   95,683
                                                    =========       =========
Allocation of net income:
  Managing general partner                         $    1,277      $      957
                                                    =========       =========
  Limited partners                                 $  126,465      $   94,726
                                                    =========       =========
Net income per limited partnership interest        $    10.63      $     7.96
                                                    =========       =========
Distributions per limited partnership interest     $    19.32      $    11.17
                                                    =========       =========


         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

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                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)





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

Balance at January 1, 1997          $   33,776     $ 3,343,860    $ 3,377,636

     Distributions                      (2,322)       (229,879)      (232,201)

     Net income                          1,277         126,465        127,742
                                     ---------      ----------     ----------

Balance at March 31, 1997           $   32,731     $ 3,240,446    $ 3,273,177
                                     =========      ==========     ==========







         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

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                                         PARKER & PARSLEY 90-B CONV., L.P.
                                         (A Delaware Limited Partnership)

                                             STATEMENTS OF CASH FLOWS
                                                    (Unaudited)



                                                          Three months ended
                                                               March 31,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------
Cash flows from operating activities:
   Net income                                          $  127,742    $   95,683
   Adjustments to reconcile net income to net
     cash provided by operating activities:
       Depletion                                           61,895        68,179
       Salvage income from equipment disposals                -          (2,730)
   Changes in assets and liabilities:
       (Increase) decrease in accounts receivable          70,806       (12,742)
       Increase (decrease) in accounts payable              2,195       (28,494)
                                                        ---------     ---------
           Net cash provided by operating activities      262,638       119,896
                                                        ---------     ---------
Cash flows from investing activities:
   Additions to oil and gas properties                     (4,747)       (3,068)
   Proceeds from salvage income on equipment disposals        -           2,730
                                                        ---------     ---------
           Net cash used in investing activities           (4,747)         (338)
                                                        ---------     ---------
Cash flows from financing activities:
   Cash distributions to partners                        (232,201)     (134,271)
                                                        ---------     ---------
Net increase (decrease) in cash and cash equivalents       25,690       (14,713)
Cash and cash equivalents at beginning of period          123,797       104,953
                                                        ---------     ---------
Cash and cash equivalents at end of period             $  149,487    $   90,240
                                                        =========     =========



         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

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                        PARKER & PARSLEY 90-B CONV., L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

Note 1.     Organization and nature of operations

Parker & Parsley 90-B Conv., L.P. (the "Partnership") was organized as a general
partnership  in 1990 under the laws of the State of Texas and was converted to a
Delaware limited partnership on August 1, 1991.

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,
1997 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,  1996,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Steven L. Beal, Senior Vice President,  303 West Wall, Suite 101, Midland, Texas
79701.

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  increased to $325,204 from $302,409 for
the three months ended March 31, 1997 and 1996, respectively, an increase of 8%.
The increase in revenues  was the result of a 15% increase in the average  price
received per barrel of oil and a 17% increase in the average price  received per
mcf of gas, offset by an 8% decline in barrels of oil produced and sold and a 6%
decline in mcf of gas  produced  and sold.  For the three months ended March 31,
1997,  11,217 barrels of oil were sold compared to 12,130 for the same period in
1996,  a decrease of 913  barrels.  For the three  months  ended March 31, 1997,
29,910 mcf of gas were sold  compared to 31,751 for the same  period in 1996,  a
decrease  of  1,841  mcf.  Because  of  the  decline   characteristics   of  the
Partnership's  oil and gas  properties,  management  expects a certain amount of
decline  in  production  to  continue  in the  future  until  the  Partnership's
economically recoverable reserves are fully depleted.

                                        7

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The average price received per barrel of oil increased $2.93 from $19.04 for the
three months  ended March 31, 1996 to $21.97 for the same period in 1997,  while
the average  price  received per mcf of gas  increased  from $2.25 for the three
months  ended March 31,  1996 to $2.63 for the same  period in 1997.  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, 1997.

Salvage income  totaling $2,730 was received during the three months ended March
31,  1996,  attributable  to credits  received  from the disposal of oil and gas
equipment on one well that was plugged and abandoned in a prior year.

Costs and Expenses:

Total costs and expenses  decreased to $199,654 for the three months ended March
31,  1997 as compared  to  $210,832  for the same period in 1996,  a decrease of
$11,178,  or 5%.  The  decrease  was due to  declines  in  production  costs and
depletion, offset by an increase in general and administrative expenses ("G&A").

Production  costs were  $127,127  for the three  months ended March 31, 1997 and
$133,581 for the same period in 1996, resulting in a $6,454 decrease, or 5%. The
decrease was due to a decline in workover expenses.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
increased,  in  aggregate,  17% from $9,072 for the three months ended March 31,
1996 to $10,632 for the same period in 1997.

Depletion  was $61,895  for the three  months  ended March 31, 1997  compared to
$68,179 for the same period in 1996. This represented a decrease in depletion of
$6,284, or 9%.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $142,742 during the three
months ended March 31, 1997 from the same period in 1996. This increase resulted
from an increase  in oil and gas sales  receipts  and a decrease  in  production
costs paid.

Net Cash Used in Investing Activities

The  Partnership's  principal  investing  activities  for the three months ended
March 31, 1997 and 1996 were related to the addition of oil and gas equipment on
active properties.

Proceeds of $2,730 from salvage  income  received  during the three months ended
March 31, 1996,  were  derived  from the disposal of oil and gas  equipment on a
property abandoned in a prior year.

                                        8

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Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1997 to  cover
distributions  to the partners of $232,201 of which $229,879 was  distributed to
the limited partners and $2,322 to the managing  general  partner.  For the same
period  ended March 31,  1996,  cash was  sufficient  for  distributions  to the
partners of $134,271 of which $132,928 was  distributed to the limited  partners
and $1,343 to the managing general partner.

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

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

(1)    "Item 2. Management's  Discussion and Analysis of Financial Condition and
       Results of Operations"  contains forward looking  statements that involve
       risks and uncertainties. Accordingly, no assurances can be given that the
       actual  events and  results  will not be  materially  different  than the
       anticipated results described in the forward looking statements.


                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)      Exhibits

         24.    Financial Data Schedule

(b)      Form 8-K - none


                                        9

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                        PARKER & PARSLEY 90-B CONV., 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 90-B CONV., L.P.

                                By:   Parker & Parsley Development L.P.,
                                       Managing General Partner

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




Dated:  May 12, 1997            By:   /s/ Steven L. Beal
                                      --------------------------------------
                                      Steven L. Beal, Senior Vice President
                                       and Chief Financial Officer of PPUSA



                                       10

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