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. 33-26097-10


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

                  Delaware                                   75-2347264
        (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-C 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-C 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 $97,428 at March 31
     and $79,483 at December 31                    $    97,428      $    79,564
   Accounts receivable - oil and gas sales              80,132          124,287
                                                    ----------       ----------
         Total current assets                          177,560          203,851
                                                    ----------       ----------
Oil and gas properties - at cost, based on the
   successful efforts accounting method              5,747,606        5,744,947
Accumulated depletion                               (4,313,112)      (4,287,671)
                                                    ----------       ----------
         Net oil and gas properties                  1,434,494        1,457,276
                                                    ----------       ----------
                                                   $ 1,612,054      $ 1,661,127
                                                    ==========       ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                    $    19,190      $    17,442

Partners' capital:
   Managing general partner                             15,898           16,406
   Limited partners (7,531 interests)                1,576,966        1,627,279
                                                    ----------       ----------
                                                     1,592,864        1,643,685
                                                    ----------       ----------
                                                   $ 1,612,054      $ 1,661,127
                                                    ==========       ==========


  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-C CONV., L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Three months ended
                                                            March 31,
                                                    --------------------------
                                                       1997           1996
                                                    -----------    -----------
Revenues:
  Oil and gas                                       $  188,025      $  190,916
  Interest                                               1,380             983
                                                     ---------       ---------
                                                       189,405         191,899
                                                     ---------       ---------
Costs and expenses:
  Oil and gas production                                88,063          83,533
  General and administrative                             6,160           5,727
  Depletion                                             25,441          33,668
                                                     ---------       ---------
                                                       119,664         122,928
                                                     ---------       ---------
Net income                                          $   69,741      $   68,971
                                                     =========       =========
Allocation of net income:
  Managing general partner                          $      697      $      690
                                                     =========       =========
  Limited partners                                  $   69,044      $   68,281
                                                     =========       =========
Net income per limited partnership interest         $     9.17      $     9.07
                                                     =========       =========
Distributions per limited partnership interest      $    15.85      $    10.52
                                                     =========       =========



         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-C CONV., L.P.
                        (A Delaware Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)





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

Balance at January 1, 1997          $   16,406     $ 1,627,279     $ 1,643,685

    Distributions                       (1,205)       (119,357)       (120,562)

    Net income                             697          69,044          69,741
                                     ---------      ----------      ----------

Balance at March 31, 1997           $   15,898     $ 1,576,966     $ 1,592,864
                                     =========      ==========      ==========





         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-C 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                                           $   69,741    $   68,971
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                            25,441        33,668
  Changes in assets and liabilities:
      (Increase) decrease in accounts receivable           44,155       (10,668)
      Increase (decrease) in accounts payable               1,748       (26,527)
                                                        ---------     ---------
         Net cash provided by operating activities        141,085        65,444
                                                        ---------     ---------
Cash flows from investing activities:

  Additions to oil and gas properties                      (2,659)         (891)

Cash flows from financing activities:

  Cash distributions to partners                         (120,562)      (79,995)
                                                        ---------     ---------
Net increase (decrease) in cash and cash equivalents       17,864       (15,442)
Cash and cash equivalents at beginning of period           79,564        82,151
                                                        ---------     ---------
Cash and cash equivalents at end of period             $   97,428    $   66,709
                                                        =========     =========


         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-C 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-C 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  decreased to $188,025 from $190,916 for
the three  months  ended  March 31, 1997 and 1996,  respectively,  a decrease of
$2,891.  The decrease in revenues  resulted from a 17% decline in barrels of oil
produced and sold and an 18% decline in mcf of gas produced and sold,  offset by
a 15%  increase  in the  average  price  received  per  barrel  of oil and a 31%
increase in the average  price  received  per mcf of gas.  For the three  months
ended March 31, 1997,  6,596  barrels of oil were sold compared to 7,904 for the
same period in 1996,  a decrease of 1,308  barrels.  For the three  months ended
March 31,  1997,  14,606  mcf of gas were sold  compared  to 17,794 for the same
period in 1996,  a decrease  3,188 mcf.  Of the  decrease,  750 mcf,  or 4%, was
attributable  to the sale of one gas well during 1996,  with the remaining 2,438

                                        7

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mcf, or 14% due to production  declines.  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.

The average price received per barrel of oil increased $2.89 from $19.10 for the
three months  ended March 31, 1996 to $21.99 for the same period in 1997,  while
the average price  received per mcf of gas increased from $2.25 during the three
months  ended March 31,  1996 to $2.94 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.

Costs and Expenses:

Total costs and expenses  decreased to $119,664 for the three months ended March
31,  1997 as compared  to  $122,928  for the same period in 1996,  a decrease of
$3,264,  or 3%.  This  decrease  was due to a decline  in  depletion,  offset by
increases in production costs and general and administrative expenses ("G&A").

Production  costs were  $88,063  for the three  months  ended March 31, 1997 and
$83,533 for the same period in 1996,  resulting in an increase of $4,530, or 5%.
The increase was due to additional well repair and maintenance costs,  offset by
lower ad valorem taxes.

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,  8% from $5,727 for the three  months ended March 31,
1996 to $6,160 for the same period in 1997.

Depletion  was $25,441  for the three  months  ended March 31, 1997  compared to
$33,668 for the same period in 1996. This represented a decrease in depletion of
$8,227,  or 24%,  primarily  attributable  to an upward  revision in oil and gas
reserves and a decline in oil  production  of 1,308 barrels for the three months
ended March 31, 1997 compared to the same period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $75,641  during the three
months ended March 31, 1997 from the same period in 1996.  This increase was due
to an increase in oil and gas sales receipts and a decline in  expenditures  for
production costs.

Net Cash Used in Investing Activities

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

                                        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 $120,562 of which $119,357 was  distributed to
the limited partners and $1,205 to the managing  general  partner.  For the same
period  ended March 31,  1996,  cash was  sufficient  for  distributions  to the
partners of $79,995 of which $79,196 was distributed to the limited partners and
$799 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

         27.  Financial Data Schedule

(b)      Form 8-K - none


                                        9

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

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

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




Dated:  May 8, 1997           By:    /s/ Steven L. Beal
                                     -------------------------------------
                                     Steven L. Beal, Senior Vice President
                                      and Chief Financial Officer of PPUSA



                                       10

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