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. 33-26097-10


                        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 11 pages.
                            Exhibit index on page 10.


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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 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-C 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 $98,311 at June 30
     and $79,483 at December 31                     $    98,543     $    79,564
  Accounts receivable - oil and gas sales                63,994         124,287
                                                     ----------      ----------
         Total current assets                           162,537         203,851
                                                     ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method                5,749,734       5,744,947
Accumulated depletion                                (4,339,901)     (4,287,671)
                                                     ----------      ----------
         Net oil and gas properties                   1,409,833       1,457,276
                                                      ---------       ---------
                                                    $ 1,572,370     $ 1,661,127
                                                     ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $    21,626     $    17,442

Partners' capital:
  Managing general partner                               15,477          16,406
  Limited partners (7,531 interests)                  1,535,267       1,627,279
                                                     ----------      ----------
                                                      1,550,744       1,643,685
                                                     ----------      ----------
                                                    $ 1,572,370     $ 1,661,127
                                                     ==========      ==========


   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-C 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                    $ 156,746   $ 204,766    $ 344,771   $ 395,682
   Interest                           1,559       1,225        2,939       2,208
   Salvage income from equipment
     disposals                          793         -            793         -
                                   --------    --------     --------    --------
                                    159,098     205,991      348,503     397,890
                                   --------    --------     --------    --------
Costs and expenses:
   Oil and gas production            77,988      85,679      166,051     169,212
   General and administrative         4,858       6,798       11,018      12,525
   Depletion                         26,789      29,723       52,230      63,391
   Loss on sale of assets               -         6,743          -         6,743
                                   --------    --------     --------    --------
                                    109,635     128,943      229,299     251,871
                                   --------    --------     --------    --------
Net income                        $  49,463   $  77,048    $ 119,204   $ 146,019
                                   ========    ========     ========    ========
Allocation of net income:
   Managing general partner       $     495   $     770    $   1,192   $   1,460
                                   ========    ========     ========    ========
   Limited partners               $  48,968   $  76,278    $ 118,012   $ 144,559
                                   ========    ========     ========    ========
Net income per limited
   partnership interest           $    6.50   $   10.13    $   15.67   $   19.20
                                   ========    ========     ========    ========
Distributions per limited
   partnership interest           $   12.04   $   13.53    $   27.89   $   24.05
                                   ========    ========     ========    ========



         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                      (2,121)      (210,024)      (212,145)

    Net income                          1,192        118,012        119,204
                                     --------      ---------      ---------

Balance at June 30, 1997            $  15,477     $1,535,267     $1,550,744
                                     ========      =========      =========










         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)

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

   Net income                                           $  119,204   $  146,019
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                           52,230       63,391
        Gain on abandoned property                            (793)         -
        Loss on sale of assets                                 -          6,743
   Changes in assets and liabilities:
        (Increase) decrease in accounts receivable          60,293       (5,455)
        Increase (decrease) in accounts payable              4,184      (21,412)
                                                         ---------    ---------
           Net cash provided by operating activities       235,118      189,286
                                                         ---------    ---------
Cash flows from investing activities:

   Additions to oil and gas properties                      (4,787)      (1,446)
   Proceeds from equipment salvage on abandoned
     property                                                  793          -
   Proceeds from sale of assets                                -          4,449
                                                         ---------    ---------
           Net cash provided by (used in) operating
             activities                                     (3,994)       3,003
                                                         ---------    ---------
Cash flows from financing activities:

   Cash distributions to partners                         (212,145)    (182,917)
                                                         ----------   ---------
Net increase in cash and cash equivalents                   18,979        9,372
Cash and cash equivalents at beginning of period            79,564       82,151
                                                         ---------    ---------
Cash and cash equivalents at end of period              $   98,543   $   91,523
                                                         =========    =========

         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
                                  June 30, 1997
                                   (Unaudited)


Note 1.     Basis of presentation

In the opinion of  management,  the unaudited  financial  statements of Parker &
Parsley 90-C 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 to $344,771 from $395,682 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 14% decrease in barrels of oil
produced  and sold,  a 14%  decrease  in mcf of gas  produced  and  sold,  and a
slightly  lower  average  price  received per barrel of oil,  offset by a higher
average  price  received per mcf of gas. For the six months ended June 30, 1997,
13,014  barrels of oil were sold compared to 15,187 for the same period in 1996,
a decrease of 2,173 barrels.  For the six months ended June 30, 1997, 29,803 mcf
of gas were sold  compared to 34,670 for the same period in 1996,  a decrease of
4,867 mcf. 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 $20.61 for
the six months ended June 30, 1996 to $20.46 for the same period in 1997,  while
the average  price received per  mcf of gas increased 11% from  $2.38 during the
six months  ended June 30, 1996 to $2.63 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 of $793,  received during the six months ended June 30, 1997, was
attributable  to credits  received from the disposal of oil and gas equipment on
one fully depleted well.

Costs and Expenses:

Total costs and expenses decreased to $229,299 for the six months ended June 30,
1997 as compared to $251,871 for the same period in 1996, a decrease of $22,572,
or 9%. This decrease was due to declines in  depletion,  loss on sale of assets,
production costs and general and administrative expenses, ("G&A").

Production  costs  were  $166,051  for the six months  ended  June 30,  1997 and
$169,212  for the same  period  in 1996,  resulting  in a $3,161  decrease.  The
decrease was the result of declines in production taxes and 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
decreased, in aggregate, 12% from $12,525 for the six months ended June 30, 1996
to $11,018 for the same period in 1997.

Depletion was $52,230 for the six months ended June 30, 1997 compared to $63,391
for the same  period in 1996.  This  represented  a  decrease  in  depletion  of
$11,161, or 18%, primarily attributable to a decrease in oil production of 2,173
barrels for the six months  ended June 30,  1997  compared to the same period in
1996.

A loss on sale of assets of $6,743 was recognized during the six months June 30,
1996.  This  loss  resulted  from the sale of one gas well to  Costilla  Energy,
L.L.C.

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

Revenues:

The Partnership's  oil and gas revenues  decreased 23% to $156,746 from $204,766
for the three  months  ended June 30, 1997 as compared to the three months ended
June 30,  1996.  The decrease in revenues  resulted  from lower  average  prices
received  per  barrel of oil and mcf of gas,  a 12%  decline  in  barrels of oil
produced  and sold and a 10% decline in mcf of gas  produced  and sold.  For the

                                        8

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three  months ended June 30, 1997,  6,418  barrels of oil were sold  compared to
7,283 for the same  period in 1996,  a decrease  of 865  barrels.  For the three
months ended June 30, 1997,  15,197 mcf of gas were sold  compared to 16,876 for
the same period in 1996, a decrease of 1,679 mcf.  The  decreases in oil and gas
production were due to the decline  characteristics of the Partnership's oil and
gas properties.

The average  price  received per barrel of oil  decreased  $3.35,  or 15%,  from
$22.25 for the three months ended June 30, 1996 to $18.90 for the same period in
1997,  while the average  price  received per mcf of gas decreased 8% from $2.53
during the three months ended June 30, 1996 to $2.33 in 1997.

Salvage  income of $793,  received  during the three months ended June 30, 1997,
was  attributable to credits received from the disposal of oil and gas equipment
on one fully depleted well.

Costs and Expenses:

Total costs and  expenses  decreased to $109,635 for the three months ended June
30,  1997 as compared  to  $128,943  for the same period in 1996,  a decrease of
$19,308,  or 15%. This decrease was due to declines in production costs, loss on
sale of assets, depletion and G&A.

Production  costs were  $77,988  for the three  months  ended June 30,  1997 and
$85,679 for the same period in 1996, resulting in a $7,691 decrease,  or 9%. The
decrease was primarily due to declines in well repair and maintenance  costs and
production taxes.

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,  29% from $6,798 for the three  months ended June 30,
1996 to $4,858 for the same period in 1997.

Depletion  was $26,789  for the three  months  ended June 30,  1997  compared to
$29,723 for the same period in 1996. This represented a decrease in depletion of
$2,934,  or 10%,  primarily  attributable  to a decline in oil production of 865
barrels for the three months ending June 30, 1997 compared to the same period in
1996.

A loss on sale of assets of $6,743 was  recognized  during the three months June
30, 1996.  This loss resulted from the sale of one gas well to Costilla  Energy,
L.L.C.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by  operating  activities  increased  $45,832  during the six
months  ended  June 30,  1997 from the same  period  ended June 30,  1996.  This
increase  was  primarily  due to a  decrease  in  production  costs  paid and an
increase in oil and gas sales receipts.

                                        9

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Net Cash Provided by (Used in) Investing Activities

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

Proceeds of $793 were  received  during the six months  ended June 30, 1997 from
the salvage of equipment on one fully depleted well.

Proceeds  of $4,449 from the sale of one gas well were  received  during the six
months ended June 30, 1996.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1997  to  cover
distributions to the partners of $212,145 of which $2,121 was distributed to the
managing  general  partner and  $210,024 to the limited  partners.  For the same
period  ended  June 30,  1996,  cash was  sufficient  for  distributions  to the
partners of $182,917 of which $1,826 was  distributed  to the  managing  general
partner and $181,091 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-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:  August 13, 1997         By:   /s/ Rich Dealy
                                      ----------------------------------
                                      Rich Dealy, Controller of PPUSA



                                       11

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