May 9, 1996


EDGAR

Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Enclosed on behalf of MacKay-Shields Financial Corporation is an amendment to
Schedule 13G setting forth information with respect to the following security:

	Parker & Parsley Petroleum Company, Common Stock
	
Would you please acknowledge receipt of the enclosed document by affirmation
number.


					Very truly yours,

					MACKAY-SHIELDS FINANCIAL CORPORATION


					By___________________________________
							    General Counsel
	

Enclosures


	SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                               Schedule 13G

                 Under the Securities Exchange Act of 1934
                                   (Amendment No. 3)*

		 Parker & Parsley Petroleum Company
  	                     (Name of Issuer)

  		         Common Stock
                     (Title of Class of Securities)
                          
                 		 70101810
                             (CUSIP Number)


Check the following box if a fee is being paid with this statement[ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of 
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not to be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).

                    (Continued on following page(s))



                            Page 1 of 6 Pages




CUSIP No. 70101810       13G            Page _2___ of __6__ Pages

1  NAME OF REPORTING PERSONS
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      MacKay-Shields Financial Corporation ("MSFC") 13-2631681; MSFC
      is also filing on behalf of its Parent, New York Life Insurance Company
      ("NYLIC")	 	  

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        Not applicable                        (a) []
                                                       (b) []

3  SEC USE ONLY

4  CITIZENSHIP OR PLACE OF ORGANIZATION

        Delaware (United States)

                           5  SOLE VOTING POWER

  NUMBER OF         Not Applicable as to MSFC 
   SHARES 		Applicable as to NYLIC 195,800

BENEFICIALLY   6  SHARED VOTING POWER

  OWNED BY            1,865,276 as to MSFC (See Item 4a on page 4)
			  0 as to NYLIC
    EACH
 REPORTING      7  SOLE DISPOSITIVE POWER
  PERSON
   WITH                     Not Applicable as to MSFC
			Applicable as to NYLIC 195,800

                            8  SHARED DISPOSITIVE POWER

                                  1,865,276 as to MSFC
			   0 as to NYLIC 	

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,061,076		         1,865,276 as to MSFC
					195,800 as to NYLIC

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

       Not Applicable

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9*

     5.8% (See Item 4a on page 4)

12   TYPE OF REPORTING PERSON*

        IA
        NYLIC is an IC	
			         SCHEDULE 13G
                    SECURITIES AND EXCHANGE COMMISSION
           	               Washington, D.C.  20549
                 Under the Securities Exchange Act of 1934

ITEM 1    (a)       Name of Issuer:

                    Parker & Parsley Petroleum Company 

ITEM 1    (b)       Address of Issuer's Principal Executive Office:
	        303 West Wall, Suite 1010				
		Midland, TX 79701
                   
ITEM 2    (a)       Name of Person Filing:

                    MacKay-Shields Financial Corporation

ITEM 2    (b)       Address of Principal Business Offices, or if none, 
		     Residence:

                    9 West 57th Street 
                    New York, NY  10019

ITEM 2    (c)       Citizenship:

                    Delaware (United States)

ITEM 2    (d)       Title of Class of Securities:

                    Common Stock

ITEM 2    (e)       CUSIP Number:

                    70101810

ITEM 3.             If this statement is filed pursuant to Rules 13d-1 (b), or 
		    13d-2(b), check whether the person filing is a:
          (a)  [ ]  Broker or Dealer registered under Section 15 of the Act
          (b)  [ ]  Bank as defined in section 3(a) (6) of the Act
          (c)  [ ]  Insurance Company as defined in section 3(a)(19) of the Act
          (d)  [ ]  Investment Company registered under section 8 of the 
		    Investment Company Act
          (e)  [X]  Investment adviser registered under Section 203 of the 
		    Investment Advisers Act of 1940
          (f)  [ ]  Employee Benefit Plan, Pension Fund which is subject to the
		    provisions of the Employee Retirement Income Security Act 
		    of 1974 or Endowment Fund; see section 
		    240.13d-1(b)(1)(ii)(F)

                                     Page __3___ of __6___ Pages
	                           SCHEDULE 13G cont.

          (g)  [ ]  Parent Holding Company, in accordance with section 
		    240.13d-1(b)(ii)(G)  (Note: See Item 7)
          (h)  [ ]  Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)

ITEM 4              Ownership.

                    If the percent of the class owned, as of December 31 of the
	         year covered by the statement, or as of the last day of any 
	         month described in Rule 13d-1 (b) (2), if applicable, exceeds 
	         five percent, provide the following information as of that date
	         and identify those shares which there is a right to acquire.

          (a)       Amount Beneficially Owned:

	        Aggregate 2,061,076 consisting of (i) 1,630,850 shares of common
	        stock and 234,426 shares of common stock which may be acquired
	        upon conversion of convertible preferred stock 144A re MSFC,
	        and (ii) 195,800 shares of common stock which may be acquired 
	        upon conversion of convertible preferred stock 144A re NYLIC.

          (b)       Percent of Class:

 	            5.8%.  

          (c)       Number of shares as to which such person has:

                    (i)    sole power to vote or to direct the vote

                           Not Applicable as to MSFC (see item 4a on this page)
		      195,800 as to NYLIC	

                    (ii)   shared power to vote or to direct the
                           vote

                           1,865,276 as to MSFC
		                    0 as to NYLIC	
	
                    (iii)  sole power to dispose or to direct the disposition 
		           of
 
                           Not Applicable as to MSFC
		      Applicable as to NYLIC  195,800	

                    (iv)   shared power to dispose or to direct the disposition
		           of

                           1,865,276 as to MSFC 
		                    0 as to NYLIC	     

                         Page __4___ of _6__ Pages
	                           
			SCHEDULE 13G cont.

ITEM 5.             Ownership of Five Percent or Less of a Class.

                    If this statement is being filed to report the fact that as
	        of the date hereof the reporting person has ceased to be the 
	        beneficial owner of more than five percent of the class of 
	        securities, check the following [   ].

                    Not Applicable
          
ITEM 6.         Ownership of More than Five Percent on Behalf of Another Person.

                   If any other person is known to have the right to receive or
	        the power to direct the receipt of dividends from, or the 
	        proceeds from the sale of, such securities, a statement to that
	        effect should be included in response to this item and, if such
	        interest relates to more than five percent of the class, such 
	        person should be identified.  A listing of shareholders of an 
	        investment company registered under the Investment Company Act 
	        of 1940 or the beneficiaries of employee benefit plan, pension 
	        fund or endowment fund is not required.          

 	     	  Clients of the filing investment manager have the right to 
		receive and the ultimate power to direct the receipt of 
		dividends from, or the proceeds of the sale of, such securities.
		No interest of any such clients relates to more than 5% of the 
		class.  NYLIC has the power to direct dividends or proceeds for
		its securities.

ITEM 7.    	Identification and Classification of the Subsidiary Which  
		Acquired the Security Being Reported on By the Parent Holding 
		Company.
	
           	If a parent holding company has filed this schedule, pursuant 
		to Rule 13d-1(b)(ii)(G), so indicate under Item 3 (g) and attach
		an exhibit stating the identity and the Item 3 classification of
		the relevant subsidiary.  If a parent holding company has filed
		this schedule pursuant to Rule 13d-1(c) attach an exhibit
		stating the identification of the relevant subsidiary.

	              Not Applicable

ITEM 8.         Identification and Classification of Members of the Group.

                    If a group has filed this schedule pursuant to Rule 
	        13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an 
	        exhibit stating the identity and Item 3 classification of each 
	        member of the group.  If a group has filed this schedule 
	        pursuant to Rule 13d-1(c), attach an exhibit stating the 
	        identity of each member of the group.

	               Not Applicable                               

                          Page __5___ of __6_ Pages
				SCHEDULE 13G cont.

ITEM 9.             Notice of Dissolution of Group

	        Notice of dissolution of a group may be furnished as an exhibit
		stating the date of the dissolution and that all further filings
		with respect to transactions in the security reported on will be
		filed, if required, by members of the group, in their individual
		capacity.  See Item 5.

	               Not Applicable

ITEM 10.            Certification

		   The following certification shall be included if the 
		statement is filed pursuant to Rule 13d-1(b):

	           By signing below I certify that, to the best of my knowledge
	 	and belief, the securities referred to above were acquired in 
		the ordinary course of business and were not acquired for the 
		purpose of and do not have the effect of changing or influencing
		the control of the issuer of such securities and were not 
		acquired in connection with or as a participant in any 
		transaction having such purpose or effect.



SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I 
	certify that the information set forth in this statement is true, 
	complete and correct.

Date: May 9, 1996

Signature: 

Name/Title Jeffry B. Platt, General Counsel


			Page 6 of 6 Pages