SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 1997 PARKER & PARSLEY PETROLEUM COMPANY (Exact name of Registrant as specified in its charter) Delaware 1-10695 74-2570602 (State or other jurisdiction of Commission (I.R.S. Employer incorporation or organization) File Number 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) Page 1 of 5 pages. Exhibit Index on page 4. ITEM 5. Other Events On July 28, 1997, the Company announced the conversion of its 6 1/4% Cumulative Guaranteed Monthly Income Convertible Preferred Shares ("Preferred Shares") to common stock at a rate of 1.7778 shares of common stock for each Preferred Share. The announcement is included as Exhibit 99 to this Report and should be read in connection with the consolidated financial statements and notes thereto included in the Company's 1996 Annual Report on Form 10-K. . ITEM 7. Financial Statements and Exhibits c) Exhibits: 99. - Press Release 2 PARKER & PARSLEY PETROLEUM COMPANY 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 hereunto duly authorized. PARKER & PARSLEY PETROLEUM COMPANY Date: July 31, 1997 By: /s/ Scott D. Sheffield ---------------------------------- Scott D. Sheffield, President and Chief Executive Officer 3 Exhibit Index Exhibit No. Description 99. Press Release 4