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


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 1997

                                       or

  /   /         Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the transition period from _______ to _______


                         Commission File No. 33-19659-02


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

                 Delaware                                   75-2240121
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                  Identification Number)

 303 West Wall, Suite 101, Midland, Texas                      79701
 (Address of principal executive offices)                    (Zip code)

       Registrant's Telephone Number, including area code : (915) 683-4768

                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes / x / No / /

                               Page 1 of 10 pages.

                             -There are no exhibits-


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                           PARKER & PARSLEY 88-B, L.P.

                                TABLE OF CONTENTS


                                                                         Page
                          Part I. Financial Information

Item 1.   Financial Statements

          Balance Sheets as of March 31, 1997 and
            December 31, 1996..........................................    3

          Statements of Operations for the three months
            ended March 31, 1997 and 1996..............................    4

          Statement of Partners' Capital for the three months
            ended March 31, 1997.......................................    5

          Statements of Cash Flows for the three months
            ended March 31, 1997 and 1996..............................    6

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

Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations........................    7


                           Part II. Other Information

Item 6.   Exhibits and Reports on Form 8-K.............................    9

          27.    Financial Data Schedule

          Signatures...................................................   10


                                        2

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

                          Part I. Financial Information

Item 1.    Financial Statements

                                 BALANCE SHEETS

                                                     March 31,      December 31,
                                                       1997            1996
                                                    -----------     -----------
                                                    (Unaudited)
                  ASSETS

Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $163,547 at March 31 and
    $106,356 at December 31                         $   164,047     $   106,856
  Accounts receivable - oil and gas sales               125,191         210,757
                                                     ----------      ----------
        Total current assets                            289,238         317,613
                                                     ----------      ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method                7,108,648       7,107,384
Accumulated depletion                                (4,621,603)     (4,576,529)
                                                     ----------      ----------
        Net oil and gas properties                    2,487,045       2,530,855
                                                     ----------      ----------
                                                    $ 2,776,283     $ 2,848,468
                                                     ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $    23,426     $    22,500

Partners' capital:
  Managing general partner                               27,498          28,229
  Limited partners (8,954 interests)                  2,725,359       2,797,739
                                                     ----------      ----------
                                                      2,752,857       2,825,968
                                                     ----------      ----------
                                                    $ 2,776,283     $ 2,848,468
                                                     ==========      ==========



  The financial information included as of March 31, 1997 has been prepared by
           management without audit by independent public accountants.

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

                                        3

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                       Three months ended
                                                            March 31,
                                                    ------------------------
                                                       1997          1996
                                                    ----------    ----------

Revenues:
  Oil and gas                                       $  230,006    $  231,746
  Interest                                               2,063         1,612
                                                     ---------     ---------
                                                       232,069       233,358
                                                     ---------     ---------
Costs and expenses:
  Oil and gas production                               101,891       100,430
  General and administrative                             7,099         6,952
  Depletion                                             45,074        56,271
                                                     ---------     ---------
                                                       154,064       163,653
                                                     ---------     ---------
Net income                                          $   78,005    $   69,705
                                                     =========     =========
Allocation of net income:
  Managing general partner                          $      780    $      697
                                                     =========     =========
  Limited partners                                  $   77,225    $   69,008
                                                     =========     =========
Net income per limited partnership interest         $     8.62    $     7.71
                                                     =========     =========
Distributions per limited partnership interest      $    16.71    $    11.61
                                                     =========     =========

         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 88-B, L.P.
                        (A Delaware Limited Partnership)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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

Balance at January 1, 1997          $   28,229     $ 2,797,739     $ 2,825,968

    Distributions                       (1,511)       (149,605)       (151,116)

    Net income                             780          77,225          78,005
                                     ---------      ----------      ----------

Balance at March 31, 1997           $   27,498     $ 2,725,359     $ 2,752,857
                                     =========      ==========      ==========






         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 88-B, L.P.
                        (A Delaware Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                          Three months ended
                                                               March 31,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------
Cash flows from operating activities:
  Net income                                           $   78,005    $   69,705
  Adjustments to reconcile net income to net
    cash provided by operating activities:
       Depletion                                           45,074        56,271
  Changes in assets and liabilities:
       (Increase) decrease in accounts receivable          85,566       (10,755)
       Increase (decrease) in accounts payable                926       (19,954)
                                                        ---------     ---------
         Net cash provided by operating activities        209,571        95,267
                                                        ---------     ---------
Cash flows from investing activities:
  Additions to oil and gas properties                      (1,264)       (1,813)

Cash flows from financing activities:
  Cash distributions to partners                         (151,116)     (105,010)
                                                        ---------     ---------
Net increase (decrease) in cash and cash equivalents       57,191       (11,556)
Cash and cash equivalents at beginning of period          106,856       126,330
                                                        ---------     ---------
Cash and cash equivalents at end of period             $  164,047    $  114,774
                                                        =========     =========



         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 88-B, L.P.
                        (A Delaware Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

Note 1.     Organization and nature of operations

Parker &  Parsley  88-B,  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 development and production in
Texas and is not involved in any industry segment other than oil and gas.

Note 2.     Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1997 of the Partnership  include all adjustments and accruals consisting only of
normal recurring accrual adjustments which are necessary for a fair presentation
of the results for the interim  period.  However,  these interim results are not
necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto contained in the  Partnership's  Report on Form
10-K for the year ended  December 31,  1996,  as filed with the  Securities  and
Exchange  Commission,  a copy of which is  available  upon request by writing to
Steven L. Beal, Senior Vice President,  303 West Wall, Suite 101, Midland, Texas
79701.

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

Results of Operations

Revenues:

The Partnership's  oil and gas revenues  decreased to $230,006 from $231,746 for
the three  months  ended  March 31, 1997 and 1996,  respectively,  a decrease of
$1,740.  The decrease in revenues  resulted from a 16% decline in barrels of oil
produced and sold and a 20% decline in mcf of gas  produced and sold,  offset by
higher average  prices  received per barrel of oil and mcf of gas. For the three
months ended March 31, 1997,  7,933  barrels of oil were sold  compared to 9,395
for the same period in 1996, a decrease of 1,462  barrels.  For the three months
ended  March 31,  1997,  19,397 mcf of gas were sold  compared to 24,278 for the
same  period in 1996,  a  decrease  of 4,881  mcf.  The  volume  decreases  were
primarily due to the decline  characteristics  of the  Partnership's oil and gas
properties.  Because  of these  characteristics,  management  expects  a certain
amount  of  decline  in   production   to  continue  in  the  future  until  the
Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  increased  $2.81,  or 15%,  from
$18.97 for the three  months  ended March 31, 1996 to $21.78 for the same period

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in 1997,  while the average  price  received per mcf of gas  increased  33% from
$2.21 during the three months ended March 31, 1996 to $2.95 in 1997.  The market
price  for oil and gas has  been  extremely  volatile  in the past  decade,  and
management expects a certain amount of volatility to continue in the foreseeable
future.  The Partnership may therefore sell its future oil and gas production at
average prices lower or higher than that received  during the three months ended
March 31, 1997.

Costs and Expenses:

Total costs and expenses  decreased to $154,064 for the three months ended March
31,  1997 as compared  to  $163,653  for the same period in 1996,  a decrease of
$9,589,  or 6%. The  decrease  was due to a  decrease  in  depletion,  offset by
increases in production costs and general and administrative expenses ("G&A").

Production  costs were  $101,891  for the three  months ended March 31, 1997 and
$100,430  for the same  period  in 1996,  resulting  in a $1,461  increase.  The
increase was primarily due to an increase in well repair and maintenance  costs,
offset by a decline in ad valorem taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general partner personnel and operating costs. During this period, G&A increased
slightly from $6,952 for the three months ended March 31, 1996 to $7,099 for the
same period in 1997.

Depletion  was $45,074  for the three  months  ended March 31, 1997  compared to
$56,271 for the same period in 1996. This represented a decrease in depletion of
$11,197,  or 20%. This decrease was the result of an upward  revision in oil and
gas  reserves  and a decline in oil  production  of 1,462  barrels for the three
months ended March 31, 1997 compared to the same period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $114,304 during the three
months ended March 31, 1997 from the same period in 1996.  This increase was due
to an increase in oil and gas sales  receipts and a decline in production  costs
paid.

Net Cash Used in Investing Activities

The Partnership's  principal investing  activities during the three months ended
March 31, 1997 and 1996 were for  equipment  replacement  on various oil and gas
properties.

Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1997 to  cover
distributions  to the partners of $151,116 of which $149,605 was  distributed to
the limited  partners an  $1,511 to the managing general partner.   For the same

                                        8

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period  ended March 31,  1996,  cash was  sufficient  for  distributions  to the
partners of $105,010 of which $103,960 was  distributed to the limited  partners
and $1,050 to the managing general partner.

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

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

(1)    "Item 2. Management's  Discussion and Analysis of Financial Condition and
       Results of Operations"  contains forward looking  statements that involve
       risks and uncertainties. Accordingly, no assurances can be given that the
       actual  events and  results  will not be  materially  different  than the
       anticipated results described in the forward looking statements.



                           Part II. Other Information


Item 6.     Exhibits and Reports on Form 8-K

(a)      Exhibits

         27.    Financial Data Schedule

(b)      Reports on Form 8-K - none


                                        9

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                           PARKER & PARSLEY 88-B, 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 88-B, L.P.

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

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



Dated:  May 9, 1997          By:    /s/ Steven L. Beal
                                    ---------------------------------------
                                    Steven L. Beal, Senior Vice President
                                     and Chief Financial Officer of PPUSA



                                       10

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