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 June 30, 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 11 pages.
                            Exhibit index on page 10.


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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 June 30, 1997 and
              December 31, 1996   ....................................    3

           Statements of Operations for the three and six
             months ended June 30, 1997 and 1996......................    4

           Statement of Partners' Capital for the six months
             ended June 30, 1997......................................    5

           Statements of Cash Flows for the six months ended
             June 30, 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...........................   10

           27.  Financial Data Schedule

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


                                        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
                                                      June 30,      December 31,
                                                        1997            1996
                                                     -----------    -----------
                                                     (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
     bearing deposits of $123,844 at June 30
     and $121,219 at December 31                     $   124,050    $   123,797
   Accounts receivable - oil and gas sales               118,230        205,562
                                                      ----------     ----------
         Total current assets                            242,280        329,359
                                                      ----------     ----------
Oil and gas properties - at cost, based on the
   successful efforts accounting method                9,569,201      9,563,173
Accumulated depletion                                 (6,612,541)    (6,489,600)
                                                      ----------     ----------
         Net oil and gas properties                    2,956,660      3,073,573
                                                      ----------     ----------
                                                     $ 3,198,940    $ 3,402,932
                                                      ==========     ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                      $    33,679    $    25,296

Partners' capital:
   Managing general partner                               31,652         33,776
   Limited partners (11,897 interests)                 3,133,609      3,343,860
                                                      ----------     ----------
                                                       3,165,261      3,377,636
                                                      ----------     ----------
                                                     $ 3,198,940    $ 3,402,932
                                                      ==========     ==========


   The financial information included as of June 30, 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        Six months ended
                                        June 30,                  June 30,
                                 ---------------------    ---------------------
                                    1997        1996         1997        1996
                                 ---------   ---------    ---------   ---------
Revenues:
  Oil and gas                    $ 263,377   $ 333,760    $ 588,581   $ 636,169
  Interest                           2,430       1,781        4,622       3,157
  Salvage income from equipment
     disposals                         -           -            -         2,730
                                  --------    --------     --------    --------
                                   265,807     335,541      593,203     642,056
                                  --------    --------     --------    --------
Costs and expenses:
  Oil and gas production           130,858     129,333      257,985     262,914
  General and administrative         8,187      11,139       18,819      20,211
  Depletion                         61,046      64,963      122,941     133,142
  Loss on abandoned property           -           744          -           744
                                  --------    --------     --------    --------
                                   200,091     206,179      399,745     417,011
                                  --------    --------     --------    --------
Net income                       $  65,716   $ 129,362    $ 193,458   $ 225,045
                                  ========    ========     ========    ========
Allocation of net income:
  Managing general partner       $     658   $   1,293    $   1,935   $   2,250
                                  ========    ========     ========    ========
  Limited partners               $  65,058   $ 128,069    $ 191,523   $ 222,795
                                  ========    ========     ========    ========
Net income per limited
  partnership interest           $    5.47   $   10.77    $   16.10   $   18.73
                                  ========    ========     ========    ========
Distributions per limited
  partnership interest           $   14.45   $   13.60    $   33.77   $   24.77
                                  ========    ========     ========    ========



         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                       (4,059)      (401,774)      (405,833)

    Net income                           1,935        191,523        193,458
                                      --------      ---------      ---------

Balance at June 30, 1997             $  31,652     $3,133,609     $3,165,261
                                      ========      =========      =========








         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)


                                                           Six months ended
                                                               June 30,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------
Cash flows from operating activities:

  Net income                                           $  193,458    $  225,045
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                         122,941       133,142
        Salvage income from equipment disposals               -          (2,730)
        Loss on abandoned property                            -             744
  Changes in assets and liabilities:
        (Increase) decrease in accounts receivable         87,332       (16,304)
        Increase (decrease) in accounts payable             8,383       (19,220)
                                                        ---------     ---------
            Net cash provided by operating activities     412,114       320,677
                                                        ---------     ---------
Cash flows from investing activities:

  Additions to oil and gas properties                      (6,028)       (3,107)
  Proceeds from salvage income on equipment disposals         -           2,730
                                                        ---------     ---------
            Net cash used in investing activities          (6,028)         (377)
                                                        ---------     ---------
Cash flows from financing activities:

  Cash distributions to partners                         (405,833)     (297,642)
                                                        ---------     ---------
Net increase in cash and cash equivalents                     253        22,658
Cash and cash equivalents at beginning of period          123,797       104,953
                                                        ---------     ---------
Cash and cash equivalents at end of period             $  124,050    $  127,611
                                                        =========     =========



         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
                                  June 30, 1997
                                   (Unaudited)


Note 1.     Basis of presentation

In the opinion of  management,  the unaudited  financial  statements of Parker &
Parsley 90-B Conv.,  L.P.  (the  "Partnership")  as of June 30, 1997 and for the
three and six months  ended June 30, 1997 and 1996 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.  These
interim results are not necessarily indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  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 Rich Dealy,  Controller,  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

Six months ended June 30, 1997 compared with six months ended
   June 30, 1996

Revenues:

The  Partnership's  oil and gas revenues  decreased 7% to $588,581 from $636,169
for the six months  ended June 30, 1997 as compared to the six months ended June
30, 1996. The decrease in revenues  resulted from a 9% decline in barrels of oil
produced and sold,  an 8% decline in mcf of gas produced and sold and a decrease
in the average price received per barrel of oil,  offset by a 6% increase in the
average  price  received per mcf of gas. For the six months ended June 30, 1997,
21,770  barrels of oil were sold compared to 23,819 for the same period in 1996,
a decrease of 2,049 barrels.  For the six months ended June 30, 1997, 59,429 mcf
of gas were sold  compared to 64,776 for the same period in 1996,  a decrease of
5,347 mcf. The decreases in production volumes were primarily due to 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 decreased  slightly from $20.47 for
the six months ended June 30, 1996 to $20.40 for the same period in 1997,  while
the  average  price  received  per mcf of gas  increased  from $2.29 for the six
months  ended  June 30,  1996 to $2.43 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 six months ended
June 30, 1997.

Salvage income totaling $2,730 was received during the six months ended June 30,
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 $399,745 for the six months ended June 30,
1997 as compared to $417,011 for the same period in 1996, a decrease of $17,266,
or 4%. The decrease was due to declines in depletion,  production costs, general
and administrative expenses ("G&A") and loss on abandoned property.

Production  costs  were  $257,985  for the six months  ended  June 30,  1997 and
$262,914  for the same  period  in 1996,  resulting  in a $4,929  decrease.  The
decrease was primarily the result of less workover costs.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in aggregate, 7% from $20,211 for the six months ended June 30, 1996
to $18,819 for the same period in 1997.

Depletion  was  $122,941  for the six months  ended June 30,  1997  compared  to
$133,142 for the same period in 1996.  This  represented a decrease in depletion
of $10,201, or 8%.

A loss on abandoned  property of $744 was recognized during the six months ended
June 30, 1996. This loss resulted from the  abandonment of a saltwater  disposal
well.

Three months ended June 30, 1997 compared with three months ended
   June 30, 1996

Revenues:

The Partnership's  oil and gas revenues  decreased 21% to $263,377 from $333,760
for the three  months  ended June 30, 1997 as compared to the three months ended
June 30,  1996.  The  decrease  in revenues  resulted  from a 15% decline in the
average price  received per barrel of oil, an 11% decline in mcf of gas produced
and sold,  a 10% decline in barrels of oil produced and sold and a 5% decline in
the average  price  received per mcf of gas. For the three months ended June 30,
1997,  10,553 barrels of oil were sold compared to 11,689 for the same period in

                                        8

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1996,  a decrease of 1,136  barrels.  For the three  months ended June 30, 1997,
29,519 mcf of gas were sold  compared to 33,041 for the same  period in 1996,  a
decrease of 3,522 mcf.  The  decreases  in  production  volumes  were due to the
decline characteristics of the Partnership's oil and gas properties.

The average price received per barrel of oil decreased $3.21 from $21.95 for the
three  months  ended June 30, 1996 to $18.74 for the same period in 1997,  while
the average price  received per mcf of gas decreased from $2.34 during the three
months ended June 30, 1996 to $2.22 for the same period in 1997.

Costs and Expenses:

Total costs and  expenses  decreased to $200,091 for the three months ended June
30,  1997 as compared  to  $206,179  for the same period in 1996,  a decrease of
$6,088,  or 3%. This decrease was due to declines in depletion,  G&A and loss on
abandoned property, offset by an increase in production costs.

Production  costs were  $130,858  for the three  months  ended June 30, 1997 and
$129,333  for the same  period  in 1996,  resulting  in a $1,525  increase.  The
increase was due to additional well repair and maintenance  costs incurred in an
effort to stimulate well production, offset by a decline in workover costs.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in  aggregate,  27% from $11,139 for the three months ended June 30,
1996 to $8,187 for the same period in 1997.

Depletion  was $61,046  for the three  months  ended June 30,  1997  compared to
$64,963 for the same period in 1996. This represented a decrease in depletion of
$3,917, or 6%.

A loss on  abandoned  property of $744 was  recognized  during the three  months
ended June 30, 1996.  This loss  resulted  from the  abandonment  of a saltwater
disposal well.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by  operating  activities  increased  $91,437  during the six
months  ended  June 30,  1997 from the same  period  ended June 30,  1996.  This
increase was  primarily  due to an increase in oil and gas sales  receipts and a
decline in production costs paid.

Net Cash Used in Investing Activities

The Partnership's  principal investing  activities for the six months ended June
30, 1997 and 1996  included  expenditures  related to equipment  replacement  on
various oil and gas properties.

Proceeds of $2,730 were received  during the six months ended June 30, 1996 from
the sale of oil and gas equipment on one well abandoned in a prior year.

                                        9

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Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1997  to  cover
distributions to the partners of $405,833 of which $4,059 was distributed to the
managing  general partner and  $401,774 to the  limited partners.   For the same
period  ended  June 30,  1996,  cash was  sufficient  for  distributions  to the
partners of $297,642 of which $2,976 was  distributed  to the  managing  general
partner and $294,666 to the limited partners.

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

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

(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

        27.   Financial Data Schedule

(b)     Form 8-K - none


                                       10

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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:  August 13, 1997           By:  /s/ Rich Dealy
                                       ----------------------------------
                                       Rich Dealy, Controller of PPUSA



                                       11

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