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. 33-19659-02

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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited partnership interests ($1,000 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
$8,860,000.

As of March 8, 1997, the number of outstanding limited partnership interests was
8,954. 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-

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 88-B, 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 $70,000,000 in a
series of Delaware limited partnerships formed under the Parker & Parsley 88
Development Drilling Programs, was declared effective by the Securities and
Exchange Commission on March 4, 1988. On November 18, 1988, the offering of
limited partnership interests in the Partnership, the second partnership formed
under such statement was closed, with interests aggregating $8,954,000 being
sold to 715 subscribers.

The Partnership engages primarily in oil and gas development and production and
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 52% and 11% were attributable to sales made to
Genesis Crude Oil, L.P. and Western Gas Resources, Inc.

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.

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 that 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 leasehold 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.

Fractional working interests in developmental oil and gas prospects located in
the Spraberry Trend area of West Texas were acquired by the Partnership,
resulting in the Partnership's participation in the drilling of 43 oil and gas
wells. One well was plugged and abandoned during 1992. At December 31, 1996, 42
wells were producing.

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.

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.

PART II

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

At March 8, 1997, the Partnership had 8,954 outstanding limited partnership
interests held of record by 722 subscribers. There is no established public
trading market for the limited partnership 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, $484,737 and $441,895, 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:

1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------

Operating results:

Oil and gas sales $1,052,408 $ 889,592 $ 946,401 $1,167,479 $1,543,936
========= ========= ========= ========= =========
Impairment of oil and
gas properties $ - $ 479,522 $ - $ - $ -
========= ========= ========= ========= =========
Net income (loss) $ 397,674 $ (391,752) $ 5,033 $ 192,434 $ 227,615
========= ========= ========= ========= =========
Allocation of net income
(loss):
Managing general partner $ 3,977 $ (3,918) $ 50 $ 2,335 $ 2,724
========= ========= ========= ========= =========
Limited partners $ 393,697 $ (387,834) $ 4,983 $ 190,099 $ 224,891
========= ========= ========= ========= =========
Limited partners' net
income (loss) per limited
partnership interest $ 43.97 $ (43.31) $ .56 $ 21.23 $ 25.12
========= ========= ========= ========= =========
Limited partners' cash
distributions per limited
partnership interest $ 54.14 $ 49.35 $ 52.50 $ 76.63 $ 112.03
========= ========= ========= ========= =========
At year end:
Total assets $2,848,468 $2,970,489 $3,781,914 $4,251,375 $4,802,013
========= ========= ========= ========= =========

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 $1,052,408 from
$889,592 in 1995, an increase of 18%. The increase in revenues resulted from
higher average prices received per barrel of oil and mcf of gas, offset by an 8%
decrease in barrels of oil produced and sold and a 13% decrease in mcf of gas
produced and sold. In 1996, 37,186 barrels of oil were sold compared to 40,523
in 1995, a decrease of 3,337 barrels. In 1996, 96,878 mcf of gas were sold
compared to 111,871 in 1995, a decrease of 14,993 mcf. The production volume
decreases were 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 $4.41, or 26%, from
$17.15 in 1995 to $21.56 in 1996, while the average price received per mcf of
gas increased 49%from $1.74 in 1995 to $2.59 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 $663,069 as compared to $1,289,437
in 1995, a decrease of $626,368, or 49%. The decrease was primarily due to
declines in the impairment of oil and gas properties and depletion, offset by an
increase in production costs, general and administrative expenses ("G&A"), loss
on abandoned property and abandoned property costs.

Production costs were $428,490 in 1996 and $416,583 in 1995, resulting in an
$11,907 increase, or 3%. The increase was due to additional well repair and
maintenance costs and an increase in production taxes resulting from increased
oil and gas sales.

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, 18% from $26,619 in 1995 to $31,516 in
1996. The Partnership paid the managing general partner $26,489 in 1996 and
$19,456 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
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 $479,522
related to its oil and gas properties during the fourth quarter of 1995.

Depletion was $201,693 in 1996 compared to $366,713 in 1995. This represented a
decrease of $165,020, or 45%. This decrease was primarily attributable to the
following factors: (i) a reduction in the Partnership's net depletable basis
from charges taken in accordance with SFAS 121, (ii) a reduction in oil
production of 3,337 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.

A loss on abandoned property of $1,032 was recognized during 1996. This loss
resulted from the abandonment of a saltwater disposal well and the write-off of
associated capitalized well costs of $1,074, less proceeds from salvage of
equipment of $42. Abandoned property expense associated with this abandonment
totaled $338 during 1996. There was no abandonment activity during 1995.

1995 compared to 1994

The Partnership's 1995 oil and gas revenues decreased to $889,592 from $946,401
in 1994, a decrease of 6%. The decrease in revenues resulted from a 10% decline
in barrels of oil produced and sold, a 14% decline in mcf of gas produced and
sold and a 2% decline in the average price received per mcf of gas, offset by an
8% increase in the average price received per barrel of oil. In 1995, 40,523
barrels of oil were sold compared to 44,894 in 1994, a decrease of 4,371
barrels. In 1995, 111,871 mcf of gas were sold compared to 129,979 in 1994, a
decrease of 18,108 mcf.

The average price received per barrel of oil increased $1.21 from $15.94 in 1994
to $17.15 in 1995, while the average price received per mcf of gas decreased
from $1.78 in 1994 to $1.74 in 1995.

Total costs and expenses increased in 1995 to $1,289,437 as compared to $946,813
in 1994, an increase of $342,624, or 36%. The increase was primarily due to the
impairment of oil and gas properties during 1995, offset by a decrease in
production costs, G&A and depletion.

Production costs were $416,583 in 1995 and $449,899 in 1994, resulting in a
$33,316 decrease, or 7%. The decrease was due to a decline in well repair and
maintenance costs.

G&A's components are independent accounting and engineering fees, computer
services, postage and managing general partner personnel costs. During this
period, G&A decreased, in aggregate, 6% from $28,367 in 1994 to $26,619 in 1995.
The Partnership paid the managing general partner $19,456 in 1995 and $21,005 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 $479,522 related to its oil and gas properties during the fourth quarter of
1995.

Depletion was $366,713 in 1995 compared to $468,547 in 1994. This represented a
decrease of $101,834, or 22%. Oil production decreased 4,371 barrels in 1995
from 1994, while oil reserves of barrels were revised upward by 22,324 barrels,
or 4%.

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 decreased $19,840 during the year
ended December 31, 1996 from the year ended December 31, 1995. The decrease was
due to additional production costs paid, offset by an increase in oil and gas
sales.

Net Cash Provided by (Used in) Investing Activities

The Partnership's investing activities during 1996 and 1995 were related to the
disposal or 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 $489,633 of
which $484,737 was distributed to the limited partners and $4,896 to the
managing general partner. In 1995, cash was sufficient for distributions to the
partners of $446,359 of which $441,895 was distributed to the limited partners
and $4,464 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.

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.

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.

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 Program agreement, PPDLP
pays approximately 10% of the Partnership's acquisition, drilling and completion
costs and approximately 25% of its operating and general and administrative
expenses. In return, PPDLP is allocated approximately 25% 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 94
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 agreement $166,963 $144,743 $147,876

Reimbursement of general and
administrative expenses $ 26,489 $ 19,456 $ 21,005

Receipts of proceeds for the salvage value
of retired oil and gas equipment $ 6,131 $ - $ -

Purchase of oil and gas properties and
related equipment, at predecessor cost $ - $ 9,852 $ 5,418

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.

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.

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

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.

Dated: March 25, 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 25, 1997
- ----------------------- Chief Executive Officer and
Scott D. Sheffield Director of PPUSA

/s/ Timothy A. Leach Executive Vice President and March 25, 1997
- ----------------------- Director of PPUSA
Timothy A. Leach

/s/ Steven L. Beal Senior Vice President, Chief March 25, 1997
- ----------------------- Financial Officer and Director
Steven L. Beal of PPUSA

/s/ Mark L. Withrow Senior Vice President, Secretary March 25, 1997
- ----------------------- and Director of PPUSA
Mark L. Withrow

/s/ David A. Chroback Senior Vice President and March 25, 1997
- ----------------------- Director of PPUSA
David A. Chroback

INDEPENDENT AUDITORS' REPORT

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

We have audited the financial statements of Parker & Parsley 88-B, 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 88-B, 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

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

BALANCE SHEETS
December 31

1996 1995
----------- -----------

ASSETS

Current assets:
Cash and cash equivalents, including
interest bearing deposits of $106,356
in 1996 and $125,830 in 1995 $ 106,856 $ 126,330
Accounts receivable - oil and gas sales 210,757 104,938
---------- ----------
Total current assets 317,613 231,268
---------- ----------
Oil and gas properties - at cost, based on
the successful efforts accounting method 7,107,384 7,114,609
Accumulated depletion (4,576,529) (4,375,388)
---------- ----------
Net oil and gas properties 2,530,855 2,739,221
---------- ----------
$ 2,848,468 $ 2,970,489
========== ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
Accounts payable - affiliate $ 22,500 $ 52,562

Partners' capital:
Limited partners (8,954 interests) 2,797,739 2,888,779
Managing general partner 28,229 29,148
---------- ----------
2,825,968 2,917,927
---------- ----------
$ 2,848,468 $ 2,970,489
========== ==========

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

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

STATEMENTS OF OPERATIONS
For the years ended December 31

1996 1995 1994
---------- ---------- ----------
Revenues:
Oil and gas $1,052,408 $ 889,592 $ 946,401
Interest 8,335 8,093 5,445
--------- --------- ---------
1,060,743 897,685 951,846
--------- --------- ---------
Costs and expenses:
Oil and gas production 428,490 416,583 449,899
General and administrative 31,516 26,619 28,367
Impairment of oil and gas
properties - 479,522 -
Depletion 201,693 366,713 468,547
Loss on abandoned property 1,032 - -
Abandoned property 338 - -
--------- --------- ---------
663,069 1,289,437 946,813
--------- --------- ---------
Net income (loss) $ 397,674 $ (391,752) $ 5,033
========= ========= =========
Allocation of net income (loss):
Managing general partner $ 3,977 $ (3,918) $ 50
========= ========= =========
Limited partners $ 393,697 $ (387,834) $ 4,983
========= ========= =========
Net income (loss) per limited
partnership interest $ 43.97 $ (43.31) $ .56
========= ========= =========

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

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

STATEMENTS OF PARTNERS' CAPITAL

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

Partners' capital at January 1, 1994 $ 42,228 $4,183,621 $4,225,849

Distributions (4,748) (470,096) (474,844)

Net income 50 4,983 5,033
------- --------- ---------

Partners' capital at December 31, 1994 37,530 3,718,508 3,756,038

Distributions (4,464) (441,895) (446,359)

Net loss (3,918) (387,834) (391,752)
------- --------- ---------

Partners' capital at December 31, 1995 29,148 2,888,779 2,917,927

Distributions (4,896) (484,737) (489,633)

Net income 3,977 393,697 397,674
------- --------- ---------

Partners' capital at December 31, 1996 $ 28,229 $2,797,739 $2,825,968
======= ========= =========

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

PARKER & PARSLEY 88-B, 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) $ 397,674 $(391,752) $ 5,033
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Impairment of oil and gas properties - 479,522 -
Depletion 201,693 366,713 468,547
Loss on abandoned property 1,032 - -
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable (105,819) 4,711 (4,308)
Increase (decrease) in accounts
payable (29,301) 25,925 350
-------- -------- --------
Net cash provided by operating
activities 465,279 485,119 469,622
-------- -------- --------
Cash flows from investing activities:
(Additions) deletions to oil and gas
properties 4,838 (11,642) (5,418)
Proceeds from equipment salvage on
abandoned property 42 - -
-------- -------- --------
Net cash provided by (used in)
investing activities 4,880 (11,642) (5,418)
-------- -------- --------
Cash flows from financing activities:
Cash distributions to partners (489,633) (446,359) (474,844)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents (19,474) 27,118 (10,640)
Cash and cash equivalents at beginning
of year 126,330 99,212 109,852
-------- -------- --------
Cash and cash equivalents at end of year $ 106,856 $ 126,330 $ 99,212
======== ======== ========

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

PARKER & PARSLEY 88-B, 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 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. 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.

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 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
recognized a non-cash charge of $479,522 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 $1,621,239 greater 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 $397,674 $(391,752) $ 5,033
Depletion and depreciation provisions for
tax reporting purposes under amounts
for financial reporting purposes 62,991 106,783 207,836
Impairment of oil and gas properties for
financial reporting purposes - 479,522 -
Salvage income 8,245 373 777
Other 1,965 (68) -
------- -------- -------
Net income per Federal income
tax returns $470,875 $ 194,858 $213,646
======= ======== =======

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
---------- ---------- ----------
Development costs $ 5,978 $ 12,403 $ 5,418
========= ========= =========

Capitalized oil and gas properties consist of the following:

1996 1995 1994
----------- ----------- -----------
Proved properties:
Property acquisition costs $ 439,249 $ 439,249 $ 439,249
Completed wells and equipment 6,668,135 6,675,360 6,662,957
---------- ---------- ----------
7,107,384 7,114,609 7,102,206
Accumulated depletion (4,576,529) (4,375,388) (3,529,153)
---------- ---------- ----------
Net capitalized costs $ 2,530,855 $ 2,739,221 $ 3,573,053
========== ========== ==========
23

During 1995, the Partnership recognized a non-cash charge against oil and
gas properties of $479,522 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 $166,963 $144,743 $147,876

Reimbursement of general and administrative
expenses $ 26,489 $ 19,456 $ 21,005

Receipts of proceeds for the salvage value
of retired oil and gas equipment $ 6,131 - -

Purchase of oil and gas properties and
related equipment, at predecessor cost $ - $ 9,852 $ 5,418

The Partnership participates in oil and gas activities through an income
tax partnership (the "Program") pursuant to the Program agreement. PPDLP, Parker
& Parsley 88-B Conv., L.P. and the Partnership (the "Partnerships") are parties
to the Program agreement.

The costs and revenues of the Program are allocated to PPDLP and the
Partnerships as follows:
PPDLP (1) Partnerships (2)
---------- ----------------
Revenues:
Proceeds from disposition of depreciable
properties 9.09091% 90.90909%
All other revenues 24.242425% 75.757575%
Costs and expenses:
Lease acquisition costs, drilling and
completion costs and all other costs 9.09091% 90.90909%
Operating costs, direct costs and general
and administrative expenses 24.242425% 75.757575%

(1) Excludes PPDLP's 1% general partner ownership which is allocated at the
Partnership level and 94 limited partner interests owned by PPDLP.

(2) The allocation between the Partnership and Parker & Parsley 88-B Conv.,
L.P. is 71.119936% and 28.880064%, respectively.

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

reserves 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 571,790 1,985,782
Revisions (16,271) (379,918)
Production (44,894) (129,979)
------- --------
Net proved reserves at December 31, 1994 510,625 1,475,885
Revisions 22,324 200,991
Production (40,523) (111,871)
------- --------
Net proved reserves at December 31, 1995 492,426 1,565,005
Revisions 115,251 275,646
Production (37,186) (96,878)
------- -------
Net proved reserves at December 31, 1996 570,491 1,743,773
======= =========

The estimated present value of future net revenues of proved reserves,
calculated using December 31, 1996 prices of $24.78 per barrel of oil and $3.89
per mcf of gas, discounted at 10% was approximately $4,993,000 and undiscounted
was $10,384,000 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. 52% 53% 50%
Western Gas Resources, Inc. 11% 10% 10%
GPM Gas Corporation - - 11%

The above customers represent 40% of total accounts receivable at
December 31, 1996.

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. Accounts receivable-oil and gas
sales included $62,525 due from Genesis at December 31, 1996.

Note 9. Organization and operations

The Partnership was organized November 18, 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 Program and 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
$8,954,000. 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.

PARKER & PARSLEY 88-B, L.P.

INDEX TO EXHIBITS

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

Exhibit No. Description Page
----------- ----------- ----
4(a) Certificate and Agreement of Limited -
Partnership of Parker & Parsley 88-B, 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