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 September 30, 1996

                                       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 __ 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 September 30, 1996 and
              December 31, 1995   .................................    3

           Statements of Operations for the three and nine
             months ended September 30, 1996 and 1995..............    4

           Statement of Partners' Capital for the nine months
             ended September 30, 1996..............................    5

           Statements of Cash Flows for the nine months ended
             September 30, 1996 and 1995...........................    6

           Notes to Financial Statements...........................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................    8
             


Part II.   Other Information.......................................   11

                Signatures.........................................   12



                                        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

                                                    September 30, December 31,
                                                        1996         1995
                                                    ------------  -----------
                                                    (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
     bearing deposits of $94,965 at September 30
     and $81,814 at December 31                     $    95,046   $    82,151
   Accounts receivable - oil and gas sales               79,600        69,436
                                                     ----------    ----------
            Total current assets                        174,646       151,587
                                                     ----------    ----------

Oil and gas properties - at cost, based on the
   successful efforts accounting method               5,744,877     5,829,695
     Accumulated depletion                           (4,261,813)   (4,252,391)
                                                     ----------    ----------
            Net oil and gas properties                1,483,064     1,577,304
                                                     ----------    ----------
                                                    $ 1,657,710   $ 1,728,891
                                                     ==========    ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                     $    30,740   $    49,135

Partners' capital:
   Limited partners (7,531 interests)                 1,610,728     1,662,989
   Managing general partner                              16,242        16,767
                                                     ----------    ----------
                                                      1,626,970     1,679,756
                                                     ----------    ----------
                                                    $ 1,657,710   $ 1,728,891
                                                     ==========    ==========


The financial information included as of September 30, 1996 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     Nine months ended
                                        September 30,          September 30,
                                  ---------------------   ---------------------
                                     1996        1995        1996        1995
                                  ---------   ---------   ---------   ---------
Revenues:
   Oil and gas                    $ 189,248   $ 157,019   $ 584,930   $ 546,364
   Interest                           1,443       1,380       3,651       3,700
   Gain on abandoned property           -           -           -         7,983
                                   --------    --------    --------    --------
                                    190,691     158,399     588,581     558,047
                                   --------    --------    --------    --------
Costs and expenses:
   Oil and gas production            78,363      81,295     247,575     261,430
   General and administrative         6,029       5,502      18,554      17,640
   Depletion                         23,532      32,874      86,923     104,138
   Abandoned property                   -           -           -         3,871
   Amortization of organization         -           794         -         2,382
   Loss on sale of assets                 7         -         6,750         -
                                   --------    --------    --------    --------
                                    107,931     120,465     359,802     389,461
                                   --------    --------    --------    --------

Net income                        $  82,760   $  37,934   $ 228,779   $ 168,586
                                   ========    ========    ========    ========
Allocation of net income:
   Managing general partner       $     828   $     388   $   2,288   $   1,710
                                   ========    ========    ========    ========

   Limited partners               $  81,932   $  37,546   $ 226,491   $ 166,876
                                   ========    ========    ========    ========
Net income per limited
   partnership interest           $   10.87   $    4.99   $   30.07   $   22.16
                                   ========    ========    ========    ========
Distributions per limited
   partnership interest           $   12.96   $   10.41   $   37.01   $   35.85
                                   ========    ========    ========    ========

         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, 1996          $  16,767      $1,662,989      $1,679,756

    Distributions                      (2,813)       (278,752)       (281,565)

    Net income                          2,288         226,491         228,779
                                     --------       ---------       ---------

Balance at September 30, 1996       $  16,242      $1,610,728      $1,626,970
                                     ========       =========       =========





         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)

                                                        Nine months ended
                                                           September 30,
                                                     ------------------------
                                                       1996            1995
                                                     ---------      ---------
Cash flows from operating activities:

  Net income                                         $ 228,779      $ 168,586
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depletion and amortization                        86,923        106,520
      Gain on abandoned property                           -           (7,983)
      Loss on sale of assets                             6,750            -
  Changes in assets and liabilities:
      (Increase) decrease in accounts receivable       (10,164)        11,260
      Increase (decrease) in accounts payable          (18,395)         9,823
                                                      --------       --------
        Net cash provided by operating activities      293,893        288,206
                                                      --------       --------
Cash flows from investing activities:

  Additions to oil and gas properties                   (3,875)        (5,361)
  Proceeds from equipment salvage on abandoned
     property                                              -            3,456
  Proceeds from sale of assets                           4,442            -
                                                      --------       --------
        Net cash provided by (used in) investing
           activities                                      567         (1,905)
                                                      --------       --------
Cash flows from financing activities:

  Cash distributions to partners                      (281,565)      (272,711)
                                                      --------       --------
Net increase in cash and cash equivalents               12,895         13,590
Cash and cash equivalents at beginning of period        82,151         47,974
                                                      --------       --------
Cash and cash equivalents at end of period           $  95,046      $  61,564
                                                      ========       ========


         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
                               September 30, 1996
                                   (Unaudited)



Note 1.

Parker & Parsley 90-C. Conv., L.P. (the "Registrant") 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 Registrant  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.

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.  In the  opinion  of
management,  the Registrant's unaudited financial statements as of September 30,
1996 and for the three and nine months ended September 30, 1996 and 1995 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.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1995,  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.

Note 3.

A loss of $6,750 on sale of assets to Costilla  Energy,  L.L.C.  was  recognized
during the nine months ended September 30, 1996. This loss was the result of the
write-off of remaining  capitalized  well costs for one gas well of $11,192 less
proceeds received of $4,442.

                                        7

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Item 2.    Management's Discussion and Analysis of Financial Condition
             and Results of Operations (1)

Results of Operations

Nine months ended  September 30, 1996 compared with nine months ended  September
   30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $584,930 from $546,364 for
the nine months ended September 30, 1996 and 1995, respectively,  an increase of
7%. The increase in revenues  resulted  from a 21% increase in the average price
received per barrel of oil and a 30% increase in the average price  received per
mcf of gas,  offset by an 11% decline in barrels of oil  produced and sold and a
19% decline in mcf of gas produced and sold. For the nine months ended September
30, 1996, 22,429 barrels of oil were sold compared to 25,307 for the same period
in 1995, a decrease of 2,878  barrels.  For the nine months ended  September 30,
1996,  49,479 mcf of gas were sold compared to 61,286 mcf for the same period in
1995,  a  decrease  of 11,807  mcf.  Of the  decrease,  2,773  mcf,  or 4%,  was
attributable  to the sale of one gas well during the nine months ended September
30, 1996 with the remaining 9,034 mcf, or 15%, due to production  declines.  Due
to the  decline  characteristics  of  the  Registrant's  properties,  management
expects a certain  amount of decline in  production  to  continue  in the future
until the Registrant's economically recoverable reserves are fully depleted.

The average price received per barrel of oil increased $3.70 from $17.27 for the
nine months ended September 30, 1995 to $20.97 for the same period in 1996 while
the average price  received per mcf of gas increased  from $1.79 during the nine
months ended  September 30, 1995 to $2.32 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
Registrant  may  therefore  sell its  future oil and gas  production  at average
prices lower or higher than that received during the nine months ended September
30, 1996.

A gain on  abandoned  property of $7,983 was  recognized  during the nine months
ended  September 30, 1995.  This gain was the result of proceeds from  equipment
salvage on one fully depleted abandoned  property.  Expenses incurred during the
nine months  ended  September  30,  1995 to plug and  abandon  one well  totaled
$3,871. There was no abandonment activity for the same period in 1996.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $359,802  for the nine  months  ended
September  30,  1996 as compared  to  $389,461  for the same  period in 1995,  a
decrease of  $29,659,  or 8%. This  decrease  was due to declines in  production
costs,  depletion,  abandoned  property costs and  amortization  of organization
costs,  offset by increases in general and  administrative  expenses ("G&A") and
loss on sale of assets.

                                        8

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Production  costs were $247,575 for the nine months ended September 30, 1996 and
$261,430 for the same period in 1995,  resulting in a $13,855  decrease,  or 5%.
The decrease was the result of less well repair and maintenance  costs, lower ad
valorem taxes and a decline in workover 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 increased,  in aggregate,  5% from $17,640 for the nine months ended
September 30, 1995 to $18,554 for the same period in 1996.

Depletion  was $86,923 for the nine months ended  September 30, 1996 compared to
$104,138  for the same period in 1995,  representing  a decrease of $17,215,  or
17%. This decrease was primarily  attributable to the following  factors:  (i) a
reduction  in the  Registrant's  net  depletable  basis  from  charges  taken 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" ("FAS 121"),  (ii) a reduction in oil  production  of 2,878  barrels for the
nine months ended September 30, 1996 as compared to the same period in 1995, and
(iii) an increase in oil and gas reserves  during the third quarter of 1996 as a
result of higher commodity prices.

A loss on sale of assets of $6,750 was  recognized  during the nine months ended
September  30,  1996.  This  loss  resulted  from  the  write-off  of  remaining
capitalized  well costs for one gas well of $11,192  less  proceeds  received of
$4,442.

Three months ended September 30, 1996 compared with three months ended September
   30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $189,248 from $157,019 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
21%. The increase in revenues  resulted  from an increase in mcf of gas produced
and sold, a 31% increase in the average  price  received per barrel of oil and a
21%  increase  in the  average  price  received  per mcf of gas,  offset by a 9%
decline  in  barrels  of oil  produced  and  sold.  For the three  months  ended
September  30, 1996,  7,242  barrels of oil were sold  compared to 7,927 for the
same  period in 1995,  a decrease of 685  barrels.  For the three  months  ended
September 30, 1996,  14,809 mcf of gas were sold compared to 14,707 for the same
period in 1995,  an increase of 102 mcf.  The  increase was the net result of an
increase  of 995  mcf  produced  and  sold,  offset  by a  decrease  of 893  mcf
attributable to the sale of one gas well during the three months ended September
30, 1996.

The average price received per barrel of oil increased $5.20 from $16.53 for the
three  months  ended  September  30,  1995 to $21.73 for the same period in 1996
while the average price  received per mcf of gas increased from $1.77 during the
three months ended September 30, 1995 to $2.15 in 1996.

                                        9

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Costs and Expenses:

Total costs and  expenses  decreased  to  $107,931  for the three  months  ended
September  30,  1996 as compared  to  $120,465  for the same  period in 1995,  a
decrease of $12,534,  or 10%.  This  decrease was due to declines in  production
costs,  depletion and amortization of organization  costs, offset by an increase
in G&A.

Production  costs were $78,363 for the three months ended September 30, 1996 and
$81,295 for the same period in 1995, resulting in a $2,932 decrease,  or 4%. The
decrease was the result of less 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 increased, in aggregate,  10% from $5,502 for the three months ended
September 30, 1995 to $6,029 for the same period in 1996.

Depletion was $23,532 for the three months ended  September 30, 1996 compared to
$32,874 for the same period in 1995,  representing a decrease of $9,342, or 28%,
primarily  attributable  to  the  following  factors:  (i) a  reduction  in  the
Registrant's net depletable basis from charges taken in accordance with FAS 121,
(ii) a reduction  in oil  production  of 685 barrels for the three  months ended
September 30, 1996 as compared to the same period in 1995, and (iii) an increase
in oil and gas reserves  during the third  quarter of 1996 as a result of higher
commodity prices.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by  operating  activities  increased  $5,687  during the nine
months ended  September 30, 1996 from the same period ended  September 30, 1995.
This increase was due to an increase in oil and gas sales, offset by an increase
in production costs paid.

Net Cash Provided by (Used in) Investing Activities

The Registrant's investing activities during the nine months ended September 30,
1996 and 1995 included  expenditures related to equipment replacement on various
oil and gas properties.

Proceeds of $4,442 from the sale of one gas well were  received  during the nine
months ended  September  30,  1996.  Proceeds of $3,456 were  received  from the
salvage  of  equipment  on one  well  abandoned  during  the nine  months  ended
September 30, 1995.

Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1996 to cover
distributions  to the partners of $281,565 of which $278,752 was  distributed to
the limited partners and $2,813 to the managing  general  partner.  For the same

                                       10

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period ended  September 30, 1995, cash was sufficient for  distributions  to the
partners of $272,711 of which $269,983 was  distributed to the limited  partners
and $2,728 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

None.



                                       11

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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:  November 13, 1996      By:   /s/ Steven L. Beal
                                     ----------------------------------------
                                     Steven L. Beal, Senior Vice President
                                       and Chief Financial Officer of PPUSA



                                       12

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