UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

  / x /           Annual Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934 (Fee Required)

                   For the fiscal year ended December 31, 1996

                                       or
  /   /        Transition Report Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934 (No Fee Required)
                         Commission File No. 33-19133-A

                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
             (Exact name of Registrant as specified in its charter)

                 Delaware                                     75-2225758
       (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
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                  Limited partnership interests ($500 per unit)

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 / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / x /

No  market  currently  exists  for  the  limited  partnership  interests  of the
Registrant.  Based on original  purchase  price the  aggregate  market  value of
limited  partnership  interests  owned by  non-affiliates  of the  Registrant is
$5,572,000.

As of March 8, 1997, the number of outstanding limited partnership interests was
11,222. The following documents are incorporated by reference into the indicated
parts of this Annual Report on Form 10-K: None

                               Page 1 of 27 pages.
                           -Exhibit index on page 27-


<PAGE>




Parts I and II of this Report contain  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.  See "Item 1.  Business"  for a
description of various factors that could  materially  affect the ability of the
Partnership to achieve the anticipated  results described in the forward looking
statements.


                                     PART I

ITEM 1.     Business

Parker & Parsley  Producing  Properties  88-A,  L.P.  (the  "Partnership")  is a
limited  partnership  organized in 1988 under the laws of the State of Delaware.
The managing  general partner is Parker & Parsley  Development  L.P.  ("PPDLP").
PPDLP's general partner is Parker & Parsley Petroleum USA, Inc. ("PPUSA").

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $60,000,000 in a
series of  Delaware  limited  partnerships  formed  under  the  Parker & Parsley
Producing  Properties  Program-II,  was declared effective by the Securities and
Exchange  Commission on February 11, 1988.  On August 31, 1988,  the offering of
limited partnership  interests in the Partnership,  the first partnership formed
under such statement,  was closed, with interests  aggregating  $5,611,000 being
sold to 525 subscribers.

The Partnership's primary business plan and objectives are to purchase producing
oil and gas  properties  and  distribute  the cash flow from  operations  to its
partners. The Partnership is not involved in any industry segment other than oil
and gas. See "Item 6. Selected Financial Data" and "Item 8. Financial Statements
and  Supplementary  Data" of this  report  for a  summary  of the  Partnership's
revenue, income and identifiable assets.

The principal  markets during 1996 for the oil produced by the Partnership  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Partnership's   oil  producing   properties.   The  principal  markets  for  the
Partnership's   gas  were  companies  that  have  pipelines   located  near  the
Partnership's gas producing  properties.  Of the Partnership's total oil and gas
revenues for 1996,  approximately  64%, 14% and 10% were  attributable  to sales
made to  Genesis  Crude Oil,  L.P.,  Western  Gas  Resources,  Inc.  and GPM Gas
Corporation, respectively.

The Partnership's revenues,  profitability,  cash flow and future rate of growth
are highly dependent on the prevailing prices of oil and gas, which are affected
by  numerous  factors  beyond  the  Partnership's  control.  Oil and gas  prices
historically  have been very volatile.  A substantial or extended decline in the
prices of oil or gas could have a material  adverse effect on the  Partnership's
revenues,  profitability and cash flow and could,  under certain  circumstances,
result in a reduction in the  carrying  value of the  Partnership's  oil and gas
properties.
                                        2

<PAGE>



Because of the demand for oil and gas, the Partnership does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a
material adverse impact on its operations. The loss of a particular customer for
gas may have  an effect  if tha t particular  customer has the only gas pipeline
located  in the  areas  of  the  Partnership's  gas  producing  properties.  The
Partnership  believes,  however,  that  the  effect  would be  temporary,  until
alternative arrangements could be made.

Federal and state  regulation of oil and gas operations  generally  includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum  allowable  production rates, the taxation of income and other items,
and the protection of the  environment.  Although the Partnership  believes that
its business operations do not impair  environmental  quality and that its costs
of complying with any  applicable  environmental  regulations  are not currently
significant,   the  Partnership  cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

The  Partnership  does not have any  employees  of its own.  PPUSA  employs  659
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Partnership's  business  during the period for which this  report is filed.  The
Partnership's  managing  general  partner,  PPDLP  through  PPUSA,  supplies all
management functions.

Numerous  uncertainties  exist in estimating  quantities of proved  reserves and
future net revenues  therefrom.  The  estimates  of proved  reserves and related
future net revenues  set forth in this report are based on various  assumptions,
which may ultimately  prove to be inaccurate.  Therefore,  such estimates should
not be construed as estimates of the current  market value of the  Partnership's
proved reserves.

No material part of the  Partnership's  business is seasonal and the Partnership
conducts no foreign operations.

ITEM 2.     Properties

The  Partnership's   properties   consist  primarily  of  working  interests  in
properties on which oil and gas wells are located.  Such property  interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.

The Partnership completed one purchase of producing properties. This acquisition
involved the purchase of working  interests in 21  properties,  all of which are
operated by the managing general partner.  In subsequent  years, the Partnership
participated in the drilling of several  additional wells. At December 31, 1996,
1995 and 1994 the Partnership had 24 producing oil and gas properties.

For  information  relating  to the  Partnership's  estimated  proved oil and gas
reserves at December 31, 1996, 1995 and 1994, and changes in such quantities for
the years then ended,  see Note 7 of Notes to Financial  Statements  included in
"Item 8. Financial  Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.

                                        3

<PAGE>



ITEM 3.     Legal Proceedings

The  Partnership  is not aware of any  material  legal  proceedings  (other than
routine  litigation  in the ordinary  course of the  Partnership's  business) to
which it is a party or to which its property is subject.

ITEM 4.     Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1996.



                                        4

<PAGE>



                                     PART II


ITEM 5.     Market for Partnership's Common Equity and Related Stockholder
              Matters

At March 8, 1997, the Partnership  had 11,222  outstanding  limited  partnership
interests  held of record by 536  subscribers.  There is no  established  public
trading  market  for the  limited  partner  ship  interests.  Under the  limited
partnership   agreement,   PPDLP  has  made  certain   commitments  to  purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the managing general  partner,  are not
required to meet the  Partnership's  obligations are distributed to the partners
at least quarterly in accordance with the limited partnership agreement.  During
the years ended December 31, 1996 and 1995, $505,968 and $444,788, respectively,
of such revenue-related distributions were made to the limited partners.

ITEM 6.     Selected Financial Data

The  following  table sets forth  selected  financial  data for the years  ended
December 31:
<TABLE>
                                       1996         1995         1994         1993         1992
                                    ----------   ----------   ----------   ----------   ----------
<S>                                 <C>          <C>          <C>          <C>          <C>
Operating results:
  Oil and gas sales                 $  938,418   $  754,343   $  787,939   $  911,709   $1,070,139
                                     =========    =========    =========    =========    =========
  Impairment of oil and
    gas properties                  $      -     $  369,426   $      -     $      -     $      -
                                     =========    =========    =========    =========    =========
  Net income (loss)                 $  424,569   $ (225,390)  $   37,254   $  130,022   $  373,866
                                     =========    =========    =========    =========    =========
  Allocation of net income (loss):
    Managing general partner        $    4,246   $   (2,253)  $      373   $    1,525   $    4,076
                                     =========    =========    =========    =========    =========
    Limited partners                $  420,323   $ (223,137)  $   36,881   $  128,497   $  369,790
                                     =========    =========    =========    =========    =========
  Limited partners' net
    income (loss) per limited
    partnership interest            $    37.46   $   (19.88)  $     3.29   $    11.45   $    32.95
                                     =========    =========    =========    =========    =========
  Limited partners' cash
    distributions per limited
    partnership interest            $    45.09   $    39.64   $    37.38   $    55.92   $    64.21
                                     =========    =========    =========    =========    =========
At year end:
  Total assets                      $2,491,855   $2,578,655   $3,253,374   $3,639,742   $4,143,372
                                     =========    =========    =========    =========    =========

</TABLE>
                                        5

<PAGE>



ITEM 7.     Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Results of operations

1996 compared to 1995

The Partnership's  1996 oil and gas revenues increased to $938,418 from $754,343
in 1995, an increase of 24%,  resulting  primarily  from higher  average  prices
received  per  barrel of oil and mcf of gas  produced  and sold,  offset by a 2%
decrease in barrels of oil  produced  and sold and a 14%  decrease in mcf of gas
produced and sold. In 1996,  31,721  barrels of oil were sold compared to 32,260
in 1995,  a  decrease  of 539  barrels.  In 1996,  102,163  mcf of gas were sold
compared to 119,167 in 1995,  a decrease  of 17,004 mcf.  Because of the decline
characteristics of the Partnership's oil and gas properties,  management expects
a certain  amount of decline in  production  to continue in the future until the
Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  increased  $4.54,  or 26%,  from
$17.19 for 1995 to $21.73 in 1996,  while the average price  received per mcf of
gas increased 45% from $1.68 for 1995 to $2.44 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
Partnership  may  therefore  sell its future oil and gas  production  at average
prices lower or higher than that received in 1996.

Total costs and expenses decreased in 1996 to $534,021 as compared to $1,005,236
in 1995, a decrease of $471,215,  or 47%. This decrease was primarily the result
of the 1995  impairment  of oil and gas  properties  in  addition to declines in
production   costs  and  depletion,   offset  by  an  increase  in  general  and
administrative expenses ("G&A").

Production  costs were  $348,125 in 1996 and  $353,452 in 1995,  resulting  in a
$5,327 decrease. The decrease was due to less well repair and maintenance costs,
offset  by  increased  production  taxes  attributable  to  higher  oil  and gas
revenues.

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,  28% from $22,630 in 1995 to $28,916 in
1996. The  Partnership  paid the managing  general  partner  $26,304 in 1996 and
$18,109 in 1995 for G&A incurred on behalf of the Partnership. G&A is allocated,
in part, to the  Partnership  by the managing  general  partner.  Such allocated
expenses are determined by the managing general partner based upon its judgement
of the level of activity of the  Partnership  relative to the  managing  general
partner's activities and other entities it manages. The method of allocation has
varied in certain years and may do so again  depending on the  activities of the
managed entities.

The Partnership  adopted  Statement of Financial  Accounting  Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("SFAS 121")  effective as of October 1, 1995 (see Notes 2 and 3
of Notes to Financial Statements included in  "Item 8.  Financial Statements and

                                        6

<PAGE>



Supplementary Data"). As a result of the review and evaluation of its long-lived
assets for impairment,  the Partnership recognized a non-cash charge of $369,425
related to its oil and gas properties during the fourth quarter of 1995.

Depletion was $156,980 in 1996 compared to $259,728 in 1995. This  represented a
decrease of $102,748,  or 40%. This decrease was primarily  attributable  to the
following  factors:  (i) a reduction in the Partnership's  depletable basis from
charges taken in accordance with SFAS 121, (ii) a reduction in oil production of
539 barrels  for 1996 as compared to 1995,  and (iii) an increase in oil and gas
reserves during 1996 as a result of higher commodity prices.

1995 compared to 1994

The Partnership's  1995 oil and gas revenues decreased to $754,343 from $787,939
in 1994, a decrease of 4%. The decline in revenues  resulted  from a 9% decrease
in barrels of oil  produced  and sold,  a 5% decrease in mcf of gas produced and
sold and a decline in the average  price  received per mcf of gas,  offset by an
increase  in the  average  price  received  per barrel of oil.  In 1995,  32,260
barrels  of oil were  sold  compared  to  35,518 in 1994,  a  decrease  of 3,258
barrels.  In 1995,  119,167 mcf of gas were sold  compared to 125,142 in 1994, a
decrease of 5,975 mcf.

The average price received per barrel of oil increased $1.31, or 8%, from $15.88
for 1994 to $17.19 in 1995.  The average price received per mcf of gas decreased
from $1.79 for 1994 to $1.68 in 1995.

Total costs and expenses increased in 1995 to $1,005,236 as compared to $768,011
in 1994,  an increase of $237,225,  or 31%.  This increase was the result of the
1995  impairment  of oil and gas  properties,  offset by declines in  production
costs, G&A and depletion.

Production  costs were  $353,452 in 1995 and  $358,514 in 1994,  resulting  in a
$5,062 decrease.  The decrease was due to less well repair and maintenance costs
and lower production taxes attributable to declining oil and gas revenues.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased, in aggregate, 4% from $23,638 in 1994 to $22,630 in 1995.
The Partnership paid the managing general partner $18,109 in 1995 and $17,663 in
1994 for G&A incurred on behalf of the Partnership.

The  Partnership  adopted SFAS 121  effective as of October 1, 1995 (see Notes 2
and 3 of Notes to Financial Statements included in "Item 8. Financial Statements
and  Supplementary  Data").  As a result of the  review  and  evaluation  of its
long-lived assets for impairment,  the Partnership  recognized a non-cash charge
of $369,426  related to its oil and gas properties  during the fourth quarter of
1995.

Depletion was $259,728 in 1995 compared to $385,859 in 1994. This  represented a
decrease of $126,131,  or 33%. Oil  production  decreased  3,258 barrels in 1995
from 1994,  while oil reserves of barrels were revised upward by 20,541 barrels,
or 5%.

                                        7

<PAGE>



Impact of inflation and changing prices on sales and net income

Inflation  impacts  the fixed  overhead  rate  charges  of the  lease  operating
expenses for the  Partnership.  During 1994,  the annual  change in the index of
average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics  increased by 4.8%. The
1995 annual change in average weekly earnings  increased by 4.4%. The 1996 index
(effective  April 1, 1996)  increased  4.1%.  The impact of inflation  for other
lease operating  expenses is small due to the current economic  condition of the
oil industry.

The oil and gas industry  experienced  volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such  products  and other  uncertainties  in the world  energy  markets  causing
significant  fluctuations  in oil and gas  prices.  During  1996,  the price per
barrel for oil production similar to the Partnership's ranged from approximately
$18.00 to $25.00. For February 1997, the average price for the Partnership's oil
was approximately $22.00.

Prices for natural gas are subject to ordinary seasonal  fluctuations,  and this
volatility of natural gas prices may result in production  being  curtailed and,
in some cases, wells being completely shut-in.

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $65,761  during the year
ended  December 31, 1996 from the year ended  December  31,  1995.  The increase
resulted from an increase in oil and gas sales  receipts,  offset by an increase
in production costs paid.

Net Cash Used in Investing Activities

The  Partnership's  principal  investing  activities  during  1996 and 1995 were
related to the addition of oil and gas equipment on active properties.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1996 for  distributions  to the partners of $511,369 of
which  $505,968  was  distributed  to the  limited  partners  and  $5,401 to the
managing general partner.  In 1995, cash was sufficient for distributions to the
partners of $449,329 of which $444,788 was  distributed to the limited  partners
and $4,541 to the managing general partner.

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

                                        8

<PAGE>



ITEM 8.     Financial Statements and Supplementary Data

The Partnership's audited financial statements are included elsewhere herein.

ITEM 9.     Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure

None.



                                        9

<PAGE>



                                    PART III


ITEM 10.    Directors and Executive Officers of the Partnership

The  Partnership  does not have any  officers  or  directors.  Under the limited
partnership  agreement,  the Partnership's  managing general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Partnership's  business.  PPUSA,  the sole general  partner of PPDLP,  is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.

Set forth below are the names, ages and positions of the directors and executive
officers of PPUSA. Directors of PPUSA are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.

                           Age at
                        December 31,
        Name                1996                       Position
        ----            ------------                   --------

Scott D. Sheffield           44          President, Chairman of the Board,
                                           Chief Executive Officer and
                                           Director

Timothy A. Leach             37          Executive Vice President and Director

Steven L. Beal               37          Senior Vice President, Chief Financial
                                           Officer and Director

Mark L. Withrow              49          Senior Vice President, Secretary and
                                           Director

David A. Chroback            41          Senior Vice President and Director

         Scott D. Sheffield.    Mr. Sheffield,  a graduate of  The University of
Texas with a Bachelor of Science degree in Petroleum  Engineering,  has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief  Executive  Officer  since October  1990.  Mr.  Sheffield
joined the Company as a petroleum engineer in 1979. Mr. Sheffield served as Vice
President - Engineering of the Company from September 1981 until April 1985 when
he was elected  President  and a Director  of the  Company.  In March 1989,  Mr.
Sheffield was elected  Chairman of the Board and Chief Executive  Officer of the
Company.  On January 1, 1995,  Mr.  Sheffield  resigned as  President  and Chief
Executive Officer of PPUSA, but remained Chairman of the Board and a Director of
PPUSA.  On January 1, 1996, Mr.  Sheffield  reassumed the positions of President
and Chief Executive Officer of PPUSA. Before joining the Company,  Mr. Sheffield
was principally occupied for more than three years as a production and reservoir
engineer for Amoco Production Company.

                                       10

<PAGE>



         Timothy A. Leach.  Mr. Leach, a graduate of Texas A&M University with a
Bachelor of Science degree in Petroleum  Engineering and the University of Texas
of the  Permian  Basin  with a Master of  Business  Administration  degree,  was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice  President - Engineering  of the Company from October 1990 to
March 1993. Mr. Leach was elected Executive Vice President and Director of PPUSA
on December 1, 1995.  He had joined the Company as Vice  President - Engineering
in  September  1989.  Prior to joining the  Company,  Mr.  Leach was employed as
Senior Vice President and Director of First City Texas - Midland, N.A.

         Steven L. Beal.  Mr. Beal, a graduate of the University of Texas with a
Bachelor of Business  Administration degree in Accounting and a certified public
accountant,  was  elected  Senior  Vice  President  - Finance of the  Company in
January 1995 and Chief  Financial  Officer of the Company on March 21, 1995. Mr.
Beal was elected Senior Vice President and Chief  Financial  Officer of PPUSA on
January  1, 1995 and was  elected a Director  of PPUSA on  January  2, 1996.  He
served as Treasurer  of PPUSA from  January 1, 1995 to June 12,  1996.  Mr. Beal
joined the Company as Treasurer  in March 1988 and was elected Vice  President -
Finance in October 1991. Prior to joining the Company,  Mr. Beal was employed as
an audit manager for Price Waterhouse.

         Mark  L.  Withrow.   Mr.  Withrow,  a  graduate  of  Abilene  Christian
University  with a  Bachelor  of  Science  degree in  Accounting  and Texas Tech
University with a Juris Doctorate  degree,  was Vice President - General Counsel
of the Company from February 1991 to January 1995, when he was appointed  Senior
Vice President - General  Counsel,  and has been the Company's  Secretary  since
August 1992. On January 1, 1995,  Mr.  Withrow was elected Senior Vice President
and  Secretary  of PPUSA and was elected a Director of PPUSA on January 2, 1996.
Mr.  Withrow  joined the Company in January 1991.  Prior to joining the Company,
Mr.  Withrow was the managing  partner of the law firm of Turpin,  Smith,  Dyer,
Saxe & MacDonald, Midland, Texas.

         David A. Chroback.  Mr. Chroback,  a graduate of Hanover College with a
Bachelor  of Science  degree in Geology,  and a graduate  of  Southern  Illinois
University at Carbondale with a Master of Science degree in Geology, was elected
Senior Vice President of the Company and PPUSA on October 7, 1996. On January 2,
1996,  Mr.  Chroback  was  elected  Director  of  PPUSA.  He had  served as Vice
President - Geology of the Company since February  1993.  Mr.  Chroback has been
the  Geological  Manager  since June  1992,  and prior to that has been a Senior
Geologist with the Company since January 1988.  Before  joining the Company,  he
was a  project  geologist  with  Indian  Wells Oil  Company.  Mr.  Chroback  was
previously  employed by Amoco Production  Company as a petroleum  geologist from
1980 through 1984.

ITEM 11.     Executive Compensation

The  Partnership  does not have any  directors  or officers.  Management  of the
Partnership is vested in PPDLP, the managing  general  partner.  The Partnership
participates in oil and gas activities  through an income tax  partnership  (the
"Program")  pursuant to the  Program  agreement.  Under the limited  partnership
agreement,  PPDLP  pays  1%  of  the  Partnership's  acquisition,  drilling  and
completion costs and 1% of its operating,  general and administrative  expenses.

                                       11

<PAGE>



In return, PPDLP is allocated 1% of the Partnership's  revenues. See Notes 6 and
9 of Notes to Financial Statements included in "Item 8. Financial Statements and
Supplementary Data" below for information regarding fees and reimbursements paid
to the managing general partner or its affiliates by the Partnership.

The Partnership does not directly pay any salaries of the executive  officers of
PPUSA, but does pay a portion of PPUSA's general and administrative  expenses of
which these  salaries are a part.  See Note 6 of Notes to  Financial  Statements
included in "Item 8. Financial Statements and Supplementary Data" below.

ITEM 12.     Security Ownership of Certain Beneficial Owners and Management

(a)      Beneficial owners of more than five percent

The Partnership is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Partnership. PPDLP owned 78
limited partner interests at January 1, 1997.

(b)      Security ownership of management

The Partnership  does not have any officers or directors.  The managing  general
partner of the Partnership, PPDLP, has the exclusive right and full authority to
manage,  control and administer the  Partnership's  business.  Under the limited
partnership  agreement,  limited  partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions,  including
the removal of the managing  general partner or any other general  partner.  The
Partnership  is not aware of any current  arrangement or activity which may lead
to such  removal.  The  Partnership  is not aware of any  officer or director of
PPUSA who beneficially owns limited partnership interests in the Partnership.

ITEM 13.     Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement, the Partnership had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:
                                                 1996        1995        1994
                                               --------    --------    --------
 Payment of lease operating and supervision
   charges in accordance with standard
   industry operating agreements               $136,168    $125,028    $123,658

 Reimbursement of general and
   administrative expenses                     $ 26,304    $ 18,109    $ 17,663

 Purchase of oil and gas properties and
   related equipment, at predecessor cost      $  7,777    $    -      $  2,451

 Receipt of proceeds for the salvage
   value of retired oil and gas equipment      $    -      $    116    $    -

                                       12

<PAGE>




Under the limited partnership agreement, the managing general partner pays 1% of
the  Partnership's  acquisition,  drilling  and  completion  costs and 1% of its
operating and general and administrative expenses. In return, it is allocated 1%
of the  Partnership's  revenues.  Also,  see Notes 6 and 9 of Notes to Financial
Statements  included in "Item 8. Financial  Statements and  Supplementary  Data"
below,  regarding  the  Partnership's  participation  with the managing  general
partner in oil and gas activities of the Program.


                                       13

<PAGE>



                                     PART IV


ITEM 14.     Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  1.  Financial statements

         The following are filed as part of this annual report:

              Independent Auditors' Report

              Balance sheets as of December 31, 1996 and 1995

              Statements of operations for the years ended December 31, 1996,
                1995 and 1994

              Statements of partners' capital for the years ended December 31,
                1996, 1995 and 1994

              Statements of cash flows for the years ended December 31, 1996,
                1995 and 1994

              Notes to financial statements

     2.  Financial statement schedules

         All financial statement  schedules have been omitted since the required
         information is in the financial statements or notes thereto,  or is not
         applicable nor required.

(b)  Reports on Form 8-K

     None.

(c)  Exhibits

     The exhibits  listed  on the  accompanying  index to  exhibits are filed or
     incorporated by reference as part of this annual report.


                                       14

<PAGE>



                               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 PRODUCING
                              PROPERTIES 88-A, L.P.

Dated: March 27, 1997        By:    Parker & Parsley Development L.P.,
                                      Managing General Partner

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


                                    By:    /s/ Scott D. Sheffield
                                           -----------------------------
                                           Scott D. Sheffield, President

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.


/s/ Scott D. Sheffield       President, Chairman of the Board,    March 27, 1997
-----------------------      Chief Executive Officer and
Scott D. Sheffield           Director of PPUSA


/s/ Timothy A. Leach         Executive Vice President and         March 27, 1997
-----------------------      Director of PPUSA
Timothy A. Leach


/s/ Steven L. Beal           Senior Vice President, Chief         March 27, 1997
-----------------------      Financial Officer and Director
Steven L. Beal               of PPUSA


/s/ Mark L. Withrow          Senior Vice President, Secretary     March 27, 1997
-----------------------      and Director of PPUSA
Mark L. Withrow


/s/ David A. Chroback        Senior Vice President and            March 27, 1997
-----------------------      Director of PPUSA
David A. Chroback


                                       15

<PAGE>




                          INDEPENDENT AUDITORS' REPORT




The Partners
Parker & Parsley Producing Properties 88-A, L.P.
  (A Delaware Limited Partnership):

We  have  audited  the  financial  statements  of  Parker  &  Parsley  Producing
Properties  88-A,  L.P.  as listed in the  accompanying  index under Item 14(a).
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Parker & Parsley  Producing
Properties  88-A,  L.P. as of December 31, 1996 and 1995, and the results of its
operations  and its cash  flows for each of the years in the  three-year  period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
adopted the provisions of the Financial  Accounting  Standards Board's Statement
of Financial  Accounting  Standards No. 121,  "Accounting  for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in 1995.



                                                   KPMG Peat Marwick LLP


Midland, Texas
March 21, 1997



                                       16

<PAGE>



                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
                        (A Delaware Limited Partnership)

                                 BALANCE SHEETS
                                   December 31




                                                      1996           1995
                                                   -----------    -----------
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $430,432 in 1996 and
    $444,066 in 1995                               $   430,500     $   444,066
  Accounts receivable - affiliate                      150,093          74,105
                                                    ----------      ----------
         Total current assets                          580,593         518,171
                                                    ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               4,842,343       4,834,585
Accumulated depletion                               (2,931,081)     (2,774,101)
                                                    ----------      ----------
         Net oil and gas properties                  1,911,262       2,060,484
                                                    ----------      ----------
                                                   $ 2,491,855     $ 2,578,655
                                                    ==========      ==========

            PARTNERS' CAPITAL

Partners' capital:
  Limited partners (11,222 interests)              $ 2,467,575     $ 2,553,220
  Managing general partner                              24,280          25,435
                                                    ----------      ----------
                                                   $ 2,491,855     $ 2,578,655
                                                    ==========      ==========


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

                                       17

<PAGE>



                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF OPERATIONS
                         For the years ended December 31


                                        1996          1995          1994
                                     ----------    ----------    ----------
Revenues:
  Oil and gas                        $  938,418    $  754,343    $  787,939
  Interest                               20,172        25,503        17,326
                                      ---------     ---------     ---------
                                        958,590       779,846       805,265
                                      ---------     ---------     ---------
Costs and expenses:
  Oil and gas production                348,125       353,452       358,514
  General and administrative             28,916        22,630        23,638
  Impairment of oil and gas
    properties                              -         369,426           -
  Depletion                             156,980       259,728       385,859
                                      ---------     ---------     ---------
                                        534,021     1,005,236       768,011
                                      ---------     ---------     ---------
Net income (loss)                    $  424,569    $ (225,390)   $   37,254
                                      =========     =========     =========
Allocation of net income (loss):
  Managing general partner           $    4,246    $   (2,253)   $      373
                                      =========     =========     =========
  Limited partners                   $  420,323    $ (223,137)   $   36,881
                                      =========     =========     =========
Net income (loss) per limited
  partnership interest               $    37.46    $   (19.88)   $     3.29
                                      =========     =========     =========


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

                                       18

<PAGE>



                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1994      $  36,001    $3,603,741    $3,639,742

   Distributions                             (4,145)     (419,477)     (423,622)

   Net income                                   373        36,881        37,254
                                           --------     ---------     ---------

Partners' capital at December 31, 1994       32,229     3,221,145     3,253,374

   Distributions                             (4,541)     (444,788)     (449,329)

   Net loss                                  (2,253)     (223,137)     (225,390)
                                           --------     ---------     ---------

Partners' capital at December 31, 1995       25,435     2,553,220     2,578,655

   Distributions                             (5,401)     (505,968)     (511,369)

   Net income                                 4,246       420,323       424,569
                                           --------     ---------     ---------

Partners' capital at December 31, 1996    $  24,280    $2,467,575    $2,491,855
                                           ========     =========     =========



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

                                       19

<PAGE>



                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                         For the years ended December 31



                                              1996         1995          1994
                                           ----------    ---------    ---------
Cash flows from operating activities:
 Net income (loss)                         $  424,569    $(225,390)   $  37,254
 Adjustments to reconcile net
  income (loss) to net cash provided
  by operating activities:
    Impairment of oil and gas properties          -        369,426          -
    Depletion                                 156,980      259,728      385,859
  Changes in assets:
    (Increase) decrease in accounts
      receivable                              (75,988)      36,036      (29,050)
                                            ---------     --------     --------
        Net cash provided by operating
          activities                          505,561      439,800      394,063
                                            ---------     --------     --------
Cash flows from investing activities:
 Additions to oil and gas equipment           (7,758)       (1,252)      (7,216)

Cash flows from financing activities:
 Cash distributions to partners             (511,369)     (449,329)    (423,622)
                                            --------      ---------    --------
Net decrease in cash and cash equivalents    (13,566)      (10,781)     (36,775)
Cash and cash equivalents at beginning
  of year                                    444,066       454,847      491,622
                                            --------      --------     --------
Cash and cash equivalents at end of year   $ 430,500     $ 444,066    $ 454,847
                                            ========      ========     ========


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

                                       20

<PAGE>



                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1996, 1995 and 1994

Note 1.     Organization and nature of operations

       Parker & Parsley Producing Properties 88-A, L.P. (the "Partnership") is a
limited partnership organized in 1988 under the laws of the State of Delaware.

       The Partnership  engages primarily in oil and gas production in Texas and
is not involved in any industry segment other than oil and gas.

Note 2.     Summary of significant accounting policies

       A summary of the significant  accounting policies consistently applied in
the preparation of the accompanying financial statements follows:

       Impairment of long-lived  assets - Commencing in 1995, 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"
("SFAS 121"), the Partnership  reviews its long-lived assets to be held and used
on an individual property basis,  including oil and gas properties accounted for
under  the  successful   efforts  method  of  accounting,   whenever  events  or
circumstances  indicate  that the  carrying  value of  those  assets  may not be
recoverable.  An impairment  loss is indicated if the sum of the expected future
cash flows is less than the carrying amount of the assets. In this circumstance,
the  Partnership  recognizes  an  impairment  loss for the  amount  by which the
carrying amount of the asset exceeds the fair value of the asset.

       The Partnership  accounts for long-lived  assets to be disposed of at the
lower of their carrying  amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.

       Prior to the  adoption  of SFAS 121 in the fourth  quarter  of 1995,  the
Partnership's aggregate oil and gas properties were stated at cost not in excess
of total  estimated  future net revenues and the estimated fair value of oil and
gas assets not being depleted.

       Oil and gas properties - The Partnership  utilizes the successful efforts
method of accounting for its oil and gas  properties  and equipment.  Under this
method, all costs associated with productive wells and nonproductive development
wells are  capitalized  while  nonproductive  exploration  costs  are  expensed.
Capitalized   costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method on a  property-by-property  basis based on proved oil
(dominant  mineral)  reserves as determined by the engineering staff of Parker &
Parsley  Petroleum  USA, Inc.  ("PPUSA"),  the sole general  partner of Parker &
Parsley Development L.P. ("PPDLP"),  the Partnership's managing general partner,
and reviewed by  independent  petroleum  consultants.  The  carrying  amounts of
properties  sold  or  otherwise  disposed  of and  the  related  allowances  for
depletion are  eliminated  from the accounts and any gain or loss is included in
operations.
                                       21

<PAGE>




       Use of estimates in the preparation of financial statements - Preparation
of the accompanying  financial  statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reporting  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

       Net  income  (loss)  per  limited  partnership  interest - The net income
(loss) per limited  partnership  interest is  calculated  by using the number of
outstanding limited partnership interests.

       Income taxes - A Federal  income tax  provision  has not been included in
the financial  statements as the income (loss) of the Partnership is included in
the individual Federal income tax returns of the respective partners.

       Statements of cash flows - For purposes of reporting cash flows, cash and
cash equivalents include depository accounts held by banks.

       General and administrative expenses - General and administrative expenses
are allocated in part to the Partnership by the managing  general partner or its
affiliates.  Such  allocated  expenses are  determined  by the managing  general
partner  based upon its  judgement  of the level of activity of the  Partnership
relative to the managing  general  partner's  activities  and other  entities it
manages.  The method of  allocation  has  varied in certain  years and may do so
again depending on the activities of the managed entities.

       Environmental  - The Partnership is subject to extensive  federal,  state
and local  environmental laws and regulations.  These laws, which are constantly
changing,  regulate  the  discharge of materials  into the  environment  and may
require the Partnership to remove or mitigate the  environmental  effects of the
disposal  or release of  petroleum  or  chemical  substances  at various  sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit.  Expenditures  that relate to an existing  condition caused by
past  operations  and  that  have no  future  economic  benefits  are  expensed.
Liabilities  for   expenditures  of  a  noncapital   nature  are  recorded  when
environmental  assessment and/or  remediation is probable,  and the costs can be
reasonably estimated.

Note 3.     Impairment of long-lived assets

      The  Partnership  adopted SFAS 121 effective  October 1, 1995. In order to
determine  whether an impairment  had occurred,  the  Partnership  estimated the
expected  future  cash flows of its oil and gas  properties  and  compared  such
future  cash  flows to the  carrying  amount  of the oil and gas  properties  to
determine  if the  carrying  amount  was  recoverable.  For  those  oil  and gas
properties  for which the carrying  amount  exceeded the  estimated  future cash
flows,  an  impairment  was  determined  to exist;  therefore,  the  Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
as determined by discounting their expected future cash flows at a discount rate
commensurate with the risks involved in the industry.  As a result of the review
and  evaluation  of  its  long-lived  assets  for  impairment,  the  Partnership

                                       22

<PAGE>



recognized a non-cash  charge of $369,426  related to its oil and gas properties
during the fourth quarter of 1995.

Note 4.     Income taxes

      The  financial  statement  basis  of  the  Partnership's  net  assets  and
liabilities was $642,799 less than the tax basis at December 31, 1996.

      The following is a  reconciliation  of net income (loss) per statements of
operations  with the net income per  Federal  income tax  returns  for the years
ended December 31:
                                                1996        1995         1994
                                              --------    ---------    --------
 Net income (loss) per statements of
   operations                                 $424,569    $(225,390)   $ 37,254
 Intangible development costs capitalized
    for financial reporting purposes and
    expensed for tax reporting purposes             24          -           -
 Depletion and depreciation provisions for
    tax reporting purposes under amounts for
    financial reporting purposes                12,926       34,318     130,378
 Impairment of oil and gas properties for
    financial reporting purposes                   -        369,426         -
 Other                                           1,636          441         -
                                               -------     --------     -------
 Net income per Federal income
    tax returns                               $439,155    $ 178,795    $167,632
                                               =======     ========     =======

Note 5.     Oil and gas producing activities

       The following is a summary of the costs incurred,  whether capitalized or
expensed,  related to the Partnership's oil and gas producing activities for the
years ended December 31:
                                             1996         1995         1994
                                          ----------   ----------   ----------
   Property acquisition costs             $    7,758   $    1,252   $    7,246
                                           =========    =========    =========

      Capitalized oil and gas properties consist of the following:

                                             1996         1995         1994
                                          -----------  -----------  -----------
   Proved properties:
      Property acquisition costs          $ 4,096,303  $ 4,088,545  $ 4,087,293
      Completed wells and equipment           746,040      746,040      746,040
                                           ----------   ----------   ----------
                                            4,842,343    4,834,585    4,833,333
   Accumulated depletion                   (2,931,081)  (2,774,101)  (2,144,947)
                                           ----------   ----------   ----------
      Net capitalized costs               $ 1,911,262  $ 2,060,484  $ 2,688,386
                                           ==========   ==========   ==========

                                       23

<PAGE>


       During 1995, the Partnership recognized a non-cash charge against oil and
gas properties of $369,426 associated with the adoption of SFAS 121. See Note 3.

Note 6.     Related party transactions

       Pursuant to the limited  partnership  agreement,  the Partnership had the
following  related party  transactions  with the managing general partner or its
affiliates during the years ended December 31:

                                               1996        1995        1994
                                             --------    --------    ---------
  Payment of lease operating and
    supervision charges in accordance
    with standard industry operating
    agreements                               $136,168    $125,028     $123,658

  Reimbursement of general and
    administrative expenses                  $ 26,304    $ 18,109     $ 17,663

  Purchase of oil and gas properties
    and related equipment, at
    predecessor cost                         $  7,777    $    -       $  2,451

  Receipt of proceeds for the salvage
    value of retired oil and gas equipment   $    -      $    116     $    -

       The Partnership  participates in oil and gas activities through an income
tax partnership (the "Program")  pursuant to the Program  agreement.  PPDLP, P&P
Employees Producing Properties 88- A ("EMPL") and the Partnership are parties to
the Program agreement.  EMPL is a general partnership  organized for the benefit
of certain employees of PPUSA.

       The costs and revenues of the Program are  allocated  to PPDLP,  EMPL and
the Partnership as follows:
                                                   PPDLP (1)
                                                   and EMPL          Partnership
                                                   ---------         -----------
Revenues:
   Revenues  from oil and gas  production,
     proceeds from sales of producing
     properties and all other revenues:
       Before payout                                4.040405%        95.959595%
       After payout                                19.191920%        80.808080%

Costs and expenses:
   Property  acquisition costs, operating
     costs, general and administrative
     expenses and other costs:
       Before payout                                4.040405%        95.959595%
       After payout                                19.191920%        80.808080%

   (1)   Excludes PPDLP's 1% general partner ownership which is allocated at the
         Partnership level and 78 limited partner interests owned by PPDLP.

                                       24

<PAGE>



Note 7.     Oil and gas information (unaudited)

       The following  table presents  information relating  to the Partnership's
estimated  proved oil and gas reserves at December  31, 1996,  1995 and 1994 and
changes in such quantities during the years then ended. All of the Partnership's
reserve s are  proved and  located within  the United States.  The Partnership's
reserves are based on an evaluation  prepared by the engineering  staff of PPUSA
and reviewed by an independent petroleum consultant,  using criteria established
by  the  Securities  and  Exchange  Commission.  Reserve  value  information  is
available  to  limited  partners  pursuant  to the  Partnership  agreement  and,
therefore, is not presented.
                                                   Oil (bbls)      Gas (mcf)
                                                   ----------      ---------
     Net proved reserves at January 1, 1994          467,944       1,875,751
     Revisions                                          (671)        182,006
     Production                                      (35,518)       (125,142)
                                                     -------        --------
     Net proved reserves at December 31, 1994        431,755       1,932,615
     Revisions                                        20,541          (3,131)
     Production                                      (32,260)       (119,167)
                                                     -------        --------
     Net proved reserves at December 31, 1995        420,036       1,810,317
     Revisions                                        27,465         114,969
     Production                                      (31,721)       (102,163)
                                                     -------        --------
     Net proved reserves at December 31, 1996        415,780       1,823,123
                                                     =======       =========

     The  estimated  present  value of future net  revenues of proved  reserves,
calculated  using December 31, 1996 prices of $24.74 per barrel of oil and $3.65
per mcf of gas, discounted at 10% was approximately  $4,206,000 and undiscounted
was $9,012,000 at December 31, 1996.

     The Partnership  emphasizes that reserve estimates are inherently imprecise
and,  accordingly,  the estimates  are expected to change as future  information
becomes available.

Note 8.          Major customers

     The following table reflects the major customers of the  Partnership's  oil
and gas sales (a major  customer is defined as a customer whose sales exceed 10%
of total sales) during the years ended December 31:

                                            1996      1995       1994
                                           ------    ------     ------
         Genesis Crude Oil, L.P.             64%       63%        62%
         Western Gas Resources, Inc.         14%       10%         -
         GPM Gas Corporation                 10%       14%        21%

       The  above  customers  represent  66% of  total  accounts  receivable  at
December 31, 1996.

                                       25

<PAGE>


       PPDLP is party to a  long-term  agreement  pursuant  to which  PPDLP  and
affiliates are to sell to Basis Petroleum,  Inc. (formerly Phibro Energy,  Inc.)
substantially  all crude oil (including  condensate)  which any of such entities
have the right to market from time to time.  On September  23,  1996,  PPDLP and
Basis Petroleum,  Inc. entered into an agreement that supersedes the prior crude
oil purchase  agreement  between the parties and  provides  for  adjusted  terms
effective  December 1, 1995. On November 25, 1996, the Company  consented to the
assignment of the agreement to Genesis  Crude Oil, L.P.  ("Genesis"),  a limited
partnership formed by Basis Petroleum, Inc. and Howell Corporation. The price to
be paid by Genesis for oil purchased under the agreement  ("Genesis  Agreement")
is to be  competitive  with prices paid by other  substantial  purchasers in the
same areas who are significant  competitors of Genesis. The price to be paid for
oil purchased  under the  Genesis Agreement includes a market-related bonus that

may vary from month to month  based  upon spot oil  prices at various  commodity
trade points. The term of the Genesis Agreement is through June 30, 1998, and it
may continue  thereafter  subject to  termination  rights  afforded  each party.
Salomon,  Inc., the parent company of Basis  Petroleum,  Inc. and a subordinated
limited partner in Genesis,  secures the payment  obligations  under the Genesis
Agreement with a $25 million payment guarantee.

Note 9.     Organization and operations

       The  Partnership was organized  August 31, 1988 as a limited  partnership
under the Delaware Act for the purpose of acquiring and  developing  oil and gas
properties.  The following is a brief summary of the more significant provisions
of the limited partnership agreement:

       Managing   general  partner  -  The  managing   general  partner  of  the
       Partnership  is  PPDLP.  PPDLP has the power  and  authority  to  manage,
       control  and  administer  all  Partnership  affairs.  Under  the  limited
       partnership  agreement,  the  managing  general  partner  pays  1% of the
       Partnership's  acquisition,  drilling and completion  costs and 1% of its
       operating  and  general and  administrative  expenses.  In return,  it is
       allocated 1% of the Partnership's revenues.

       Limited  partner  liability  - The  maximum  amount of  liability  of any
       limited partner is the total contributions of such partner plus his share
       of any undistributed profits.

       Initial  capital  contributions  -  The  limited  partners  entered  into
       subscription   agreements   for  aggregate   capital   contributions   of
       $5,611,000.  PPDLP  is  required  to  contribute  amounts  equal to 1% of
       initial   Partnership  capital  less  commission  and  offering  expenses
       allocated to the limited partners and to contribute  amounts necessary to
       pay costs and expenses allocated to it under the Partnership agreement to
       the extent its share of revenues does not cover such costs.

                                       26

<PAGE>


                PARKER & PARSLEY PRODUCING PROPERTIES 88-A, L.P.

                                INDEX TO EXHIBITS




       The following documents are incorporated by reference in response to Item
14(c):

  Exhibit No.                    Description                         Page
  -----------                    -----------                         ----

      3(a)           Agreement of Limited Partnership                  -
                     of Parker & Parsley Producing
                     Properties 88-A, L.P.

      4(a)           Agreement of Limited Partnership                  -
                     of Parker & Parsley Producing
                     Properties 88-A, L.P.

      4(b)           Form of Subscription Agreement                    -
                     and Power of Attorney

      4(c)           Specimen Certificate of Limited                   -
                     Partnership Interest

     10(a)           Operating Agreement                               -

     10(b)           Exploration and Development Program               -
                     Agreement


                                       27

<PAGE>