PARKER & PARSLEY 82 I LTD
10-Q, 1995-11-13
DRILLING OIL & GAS WELLS
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                           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 September 30, 1995, 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. 2-75530A

                     PARKER & PARSLEY 82-I, LTD.
       (Exact name of Registrant as specified in its charter)

             Texas                              75-1825545
(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 13 pages.
                      There are no exhibits.


<PAGE>



                           PARKER & PARSLEY 82-I, LTD.
                          (A Texas Limited Partnership)
                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS

                                                   September 30,   December 31,
                                                       1995            1994
                                                    (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $85,918 at September 30
     and $101,323 at December 31                   $    86,168     $   101,573
  Accounts receivable - oil and gas sales               50,917          67,204
                                                    ----------      ----------

         Total current assets                          137,085         168,777

Oil and gas properties - at cost, based on the
  successful efforts accounting method              10,410,309      10,496,709
     Accumulated depletion                          (8,923,367)     (8,879,212)
                                                    ----------      ----------

         Net oil and gas properties                  1,486,942       1,617,497
                                                    ----------      ----------

                                                   $ 1,624,027     $ 1,786,274
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    41,763     $    21,635
  Accounts payable - other                                 249              -
                                                    ----------      ----------

         Total current liabilities                      42,012          21,635

Partners' capital:
  Limited partners (4,891 interests)                 1,320,335       1,478,510
  General partners                                     261,680         286,129
                                                    ----------      ----------

                                                     1,582,015       1,764,639
                                                    ----------      ----------
                                                   $ 1,624,027     $ 1,786,274
                                                    ==========      ==========

     The financial information included as of September 30, 1995 has been
     prepared by management without audit by independent public accountants.

     The accompanying notes are an integral part of these statements.

                                     2

<PAGE>



                           PARKER & PARSLEY 82-I, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                  Three months ended      Nine months ended
                                     September 30,           September 30,
                                 ---------------------   ---------------------
                                   1995        1994        1995        1994
                                 ---------   ---------   ---------   ---------

Revenues:
   Oil and gas sales             $ 134,422   $ 171,635   $ 472,677   $ 475,854
   Interest income                   1,769       1,054       4,742       2,219
   Salvage income from
     equipment disposals                -           -           -          282
                                  --------    --------    --------    --------

         Total revenues            136,191     172,689     477,419     478,355

Costs and expenses:
   Production costs                106,354      91,981     302,428     305,848
   General and administrative
     expenses                        7,047       5,808      15,623      17,424
   Depletion                        42,742      28,233     131,651      91,622
   Loss on sale of asset                -           -          249          -
                                  --------    --------    --------    --------

     Total costs and expenses      156,143     126,022     449,951     414,894
                                  --------    --------    --------    --------

Net income (loss)                $ (19,952)  $  46,667   $  27,468   $  63,461
                                  ========    ========    ========    ========

Allocation of net income (loss):
   General partners              $   1,423   $  15,900   $  26,615   $  29,566
                                  ========    ========    ========    ========

   Limited partners              $ (21,375)  $  30,767   $     853   $  33,895
                                  ========    ========    ========    ========

Net income (loss) per limited
   partnership interest          $   (4.37)  $    6.29   $     .17   $    6.93
                                  ========    ========    ========    ========

Distributions per limited
   partnership interest          $    9.65   $    9.17   $   32.51   $   22.27
                                  ========    ========    ========    ========





     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 statements.

                                     3

<PAGE>



                           PARKER & PARSLEY 82-I, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)




                                         General       Limited
                                         partners      partners       Total


Balance at January 1, 1994              $  296,609    $1,578,082    $1,874,691

    Distributions                          (38,285)     (108,925)     (147,210)

    Net income                              29,566        33,895        63,461
                                         ---------     ---------     ---------

Balance at September 30, 1994           $  287,890    $1,503,052    $1,790,942
                                         =========     =========     =========


Balance at January 1, 1995              $  286,129    $1,478,510    $1,764,639

    Distributions                          (51,064)     (159,028)    (210, 092)

    Net income                              26,615           853        27,468
                                         ---------     ---------     ---------

Balance at September 30, 1995           $  261,680    $1,320,335    $1,582,015
                                         =========     =========     =========











     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 statements.

                                     4

<PAGE>



                           PARKER & PARSLEY 82-I, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                         Nine months ended
                                                            September 30,
                                                        1995           1994

Cash flows from operating activities:

  Net income                                        $   27,468     $   63,461
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depletion                                         131,651         91,622
     Salvage income from equipment disposals                -            (282)
     Loss on sale of asset                                 249             -
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable         16,287         (5,228)
     Increase in accounts payable                       20,128         22,197
                                                     ----------     ---------

      Net cash provided by operating activities        195,783        171,770

Cash flows from investing activities:

  Additions to oil and gas properties                   (1,096)            -

Cash flows from financing activities:

  Cash distributions to partners                      (210,092)      (147,210)
                                                     ---------      ---------

Net increase (decrease) in cash and cash
  equivalents                                          (15,405)        24,560
Cash and cash equivalents at beginning
  of period                                            101,573         75,897
                                                     ---------      ---------

Cash and cash equivalents at end of period          $   86,168     $  100,457
                                                     =========      =========





     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 statements.

                                     5

<PAGE>



                           PARKER & PARSLEY 82-I, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1995
                                   (Unaudited)

NOTE 1.

In the opinion of management, the unaudited financial statements as of September
30,  1995 of  Parker  &  Parsley  82-I,  Ltd.  (the  "Registrant")  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,  the results of operations for the nine months ended September
30, 1995 are not necessarily  indicative of the results for the full year ending
December 31, 1995.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1994,  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.

NOTE 2.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting  practice  from the managing  general
partner,  Parker & Parsley  Development L.P. ("PPDLP") (see Item 2). The May 25,
1993  settlement  agreement  called for a payment of $115 million in cash by the
defendants.  PPDLP received the funds, deducted incurred legal expenses, accrued
interest,  determined the general  partner's portion of the funds and calculated
any inter-partnership allocations. A distribution of $91,000,000 was made to the
working interest owners, including the Registrant, on July 30, 1993. The limited
partners  received  their  distribution  of  $359,173,  or  $73.44  per  limited
partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds

                                    6

<PAGE>



the Registrant and the other defendants,  as well as Southmark. On September 20,
1995, the Beaumont trial judge entered a summary judgment against  Southmark for
the  $13,790,000  contingent  fee  sought by Price,  together  with  prejudgment
interest,  and also awarded Price an additional  $5,498,525 in attorneys'  fees.
Southmark  intends to  vigorously  pursue  appeal of the  judgment.  The summary
judgment  did not give Price any relief  against the  Registrant,  and  although
PPDLP believes the lawsuit is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately 12.5% of the total settlement pending
final resolution of the litigation by the court. Trial against the Registrant is
currently scheduled for April 1996.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS

The Registrant was formed June 1, 1982. The Registrant  consisted of two general
partners at December 31, 1994, Parker & Parsley Development Company ("PPDC") and
P&P Employees 82-I, Ltd.  ("EMPL"),  a Texas limited  partnership  whose general
partner was PPDC, and 630 limited  partners.  On January 1, 1995, PPDLP, a Texas
limited  partnership,  became the managing general partner of the Registrant and
EMPL, by acquiring  the rights and assuming the  obligations  of PPDC.  PPDC was
merged into PPDLP on January 1, 1995.  PPDLP's co-general partner is EMPL. PPDLP
acquired  PPDC's  rights and  obligations  as  managing  general  partner of the
Registrant  in  connection  with the merger of PPDC,  P&P  Producing,  Inc.  and
Spraberry  Development  Corporation  into MidPar L.P., which survived the merger
with a change of name to PPDLP.  The sole  general  partner of PPDLP is Parker &
Parsley Petroleum USA, Inc. PPDLP has the power and authority to manage, control
and  administer  all  Registrant  affairs.   The  limited  partners  contributed
$9,782,000 representing 4,891 interests ($2,000 per interest).

Since its formation,  the Registrant  invested  $11,925,590 in various prospects
that were drilled in Texas and New Mexico. At September 30, 1995, the Registrant
had 26  producing  oil and gas wells,  six wells  were dry holes  from  previous
periods  and one well was  plugged  and  abandoned  in 1993 due to  unprofitable
operations and one well was sold in 1995.

RESULTS OF OPERATIONS

Nine months ended September 30, 1995 compared with nine months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $472,677 from $475,854 for
the nine months ended September 30, 1995 and 1994, respectively. The decrease in
revenues  resulted  from a 5% decline in barrels of oil  produced and sold and a
14% decline in mcf of gas produced and sold, offset by a 9% and a 3% increase in
the average price received per barrel of oil and mcf of gas,  respectively.  For
the nine  months  ended  September  30,  1995,  19,765  barrels of oil were sold
compared to 20,792 for the same period in 1994, a decrease of 1,027 barrels. For
the nine

                                    7

<PAGE>



months ended September 30, 1995,  73,035 mcf of gas were sold compared to 84,617
for the same period in 1994, a decrease of 11,582 mcf. The volume decreases were
primarily due to the decline  characteristics  of the  Registrant'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 Registrant's
economically recoverable reserves are fully depleted.

The average price received per barrel of oil increased $1.45 from $15.88 for the
nine months ended September 30, 1994 to $17.33 for the same period in 1995 while
the average price  received per mcf of gas increased  from $1.72 during the nine
months ended September 30, 1994 to $1.78 for the same period in 1995. 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  Registrant may therefore sell its future oil and gas production at
average  prices lower or higher than that received  during the nine months ended
September 30, 1995.

COSTS AND EXPENSES:

Total  costs and  expenses  increased  to  $449,951  for the nine  months  ended
September  30,  1995 as compared  to  $414,894  for the same period in 1994,  an
increase of $35,057,  or 8%. This increase was due to increases in depletion and
loss on sale of asset,  offset by decreases in production  costs and general and
administrative expenses ("G&A").

Production  costs were $302,428 for the nine months ended September 30, 1995 and
$305,848  for the  same  period  in 1994  resulting  in a $3,420  decrease.  The
decrease was primarily due to a reduction 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,  10% from $17,424 for the nine months ended
September 30, 1994 to $15,623 for the same period in 1995.

Depletion was $131,651 for the nine months ended  September 30, 1995 compared to
$91,622 for the same period in 1994.  This  represented an increase in depletion
of $40,029,  or 44%. Depletion was computed quarterly on a  property-by-property
basis utilizing the  unit-of-production  method based upon the dominant  mineral
produced,  generally  oil. Oil production  decreased  1,027 barrels for the nine
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the nine months ended  September 30, 1995 was  calculated  based on reserves
computed utilizing an oil price of $16.30 per barrel.  Comparatively,  depletion
expense  for the three  months  ended  September  30, 1994 and June 30, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $18.22  per
barrel  while  depletion  expense for the three  months ended March 31, 1994 was
calculated  based on  reserves  computed  utilizing  an oil price of $12.73  per
barrel.


                                     8

<PAGE>



A loss of $249  from the sale of one  fully  depleted  property  was  recognized
during the nine months ended  September 30, 1995,  reflecting  reimbursement  of
revenues received after the effective date of sale.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants.  PPDLP received the funds, deducted incurred legal expenses, accrued
interest,  determined the general  partner's portion of the funds and calculated
any inter-partnership allocations. A distribution of $91,000,000 was made to the
working interest owners, including the Registrant, on July 30, 1993. The limited
partners  received  their  distribution  of  $359,173,  or  $73.44  per  limited
partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

Three months ended September 30, 1995 compared with three months ended
  September 30, 1994

REVENUES:

The  Registrant's  oil and gas revenues  decreased to $134,422 from $171,635 for
the three months ended September 30, 1995 and 1994, respectively,  a decrease of
22%.  The  decrease in revenues  resulted  from an 11% decline in barrels of oil
produced  and sold, a 25% decline in mcf of gas produced and sold and a 5% and a
17%  decrease in the average  prices  received per barrel of oil and mcf of gas,
respectively.  For the three months ended  September 30, 1995,  6,235 barrels of
oil were sold  compared to 6,982 for the same period in 1994,  a decrease of 747
barrels. For the

                                     9

<PAGE>



three months ended  September 30, 1995,  21,690 mcf of gas were sold compared to
28,732 for the same period in 1994, a decrease of 7,042 mcf. The decreases  were
due to the decline characteristics of the Registrant's oil and gas properties.

The average price  received per barrel of oil decreased  $.84 or 5%, from $17.40
for the three  months  ended  September  30, 1994 to $16.56 for the three months
ended  September  30,  1995  while the  average  price  received  per mcf of gas
decreased  17% from $1.74 during the three months  ended  September  30, 1994 to
$1.44 for the same period in 1995.

COSTS AND EXPENSES:

Total costs and  expenses  increased  to  $156,143  for the three  months  ended
September  30,  1995 as compared  to  $126,022  for the same period in 1994,  an
increase of $30,121 or 24%.  This  increase was due to  increases in  production
costs, G&A and depletion.

Production costs were $106,354 for the three months ended September 30, 1995 and
$91,981 for the same period in 1994 resulting in a $14,373 increase, or 16%. The
increase was due to an increase in well repair and maintenance costs incurred in
an effort to stimulate well production and higher ad valorem taxes,  offset by a
decrease in production taxes.

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,  21% from $5,808 for the three months ended
September 30, 1994 to $7,047 for the same period in 1995.

Depletion was $42,742 for the three months ended  September 30, 1995 compared to
$28,233 for the same period in 1994.  This  represented an increase in depletion
of $14,509,  or 51%. Depletion was computed quarterly on a  property-by-property
basis untilizing the  unit-of-production  method based upon the dominant mineral
produced,  generally  oil. Oil  production  decreased  747 barrels for the three
months ended September 30, 1995 from the same period in 1994.  Depletion expense
for the three months ended  September 30, 1995 was calculated  based on reserves
computed utilizing an oil price of $16.30 per barrel while depletion expense for
the three  months  ended  September  30, 1994 was  calculated  based on reserves
computed utilizing an oil price of $18.22 per barrel.

LIQUIDITY AND CAPITAL RESOURCES

NET CASH PROVIDED BY OPERATING ACTIVITES

Net cash provided by operating  activities increased to $195,783 during the nine
months ended  September  30,  1995,  a 14%  increase  from the same period ended
September  30,  1994.  The increase was due to an increase in oil and gas sales,
offset  by a  decrease  in G&A.  The  increase  in oil and gas  sales was due to
increases  in the  average  prices  received  per  barrel of oil and mcf of gas,
offset by a decrease  in barrels of oil and mcf of gas  produced  and sold.  The
decrease  in G&A was due to less  allocated  expenses  by the  managing  general
partner.

                                    10

<PAGE>



NET CASH USED IN INVESTING ACTIVITIES

The Registrant's  principal  investing  activities  during the nine months ended
Septsember 30, 1995 was for repair and  maintenance  activity on various oil and
gas properties.

NET CASH USED IN FINANCING ACTIVITIES

Cash was  sufficient  for the nine  months  ended  September  30,  1995 to cover
distributions  to the partners of $210,092 of which $159,028 was  distributed to
the limited  partners and $51,064 to the general  partners.  For the same period
ended September 30, 1994, cash was sufficient for  distributions to the partners
of $147,210 of which  $108,925  was  distributed  to the  limited  partners  and
$38,285 to the general partners.

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.

ACCOUNTING STANDARD ON IMPAIRMENT OF LONG-LIVED ASSETS

In March 1995,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 121 - Accounting for Impairment of Long-lived
Assets and for Long- lived  Assets to Be Disposed Of ("FAS 121")  regarding  the
impairment of long-lived assets,  identifiable  intangibles and goodwill related
to those assets. FAS 121 is effective for financial  statements for fiscal years
beginning after December 15, 1995, although earlier adoption is encouraged.  The
application of FAS 121 to oil and gas companies utilizing the successful efforts
method (such as the Registrant) will require  periodic  determination of whether
the book value of long-lived  assets  exceeds the future cash flows  expected to
result from the use of such assets and,  if so, will  require  reduction  of the
carrying amount of the "impaired"  assets to their estimated fair values.  There
is currently a great deal of uncertainty as to how FAS 121 will apply to oil and
gas  companies  using  the  successful  efforts  method,  including  uncertainty
regarding  the  determination  of expected  future cash flows from the  relevant
assets and, if an impairment is determined to exist, their estimated fair value.
There  is also  uncertainty  regarding  the  level at  which  the test  might be
applied. Given this uncertainty,  the Registrant is currently unable to estimate
the effect that FAS 121 will have on the Registrant's  results of operations for
the period in which it is adopted.


                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.; Titan Services, Inc.; BJ-Titan Services Company;

                                     11

<PAGE>



BJ-Hughes Holding Company;  Hughes Tool Company;  Baker Hughes Production Tools,
Inc.;   and  Baker  Hughes   Incorporated   alleging  that  the  defendants  had
intentionally  failed to provide the materials and services ordered and paid for
by the  Registrant  and other  parties in  connection  with the  fracturing  and
acidizing of 523 wells, and then  fraudulently  concealed the shorting  practice
from PPDLP.  The May 25, 1993 settlement  agreement called for a payment of $115
million in cash by the defendants.  PPDLP received the funds,  deducted incurred
legal expenses,  accrued  interest,  determined the general partner's portion of
the funds and calculated any  inter-partnership  allocations.  A distribution of
$91,000,000 was made to the working interest  owners,  including the Registrant,
on July 30, 1993. The limited partners received their  distribution of $359,173,
or $73.44 per limited partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered into with  Southmark  Corporation  in August 1988, in which he allegedly
binds  the  Registrant  and the  other  defendants,  as well  as  Southmark.  On
September 20, 1995, the Beaumont trial judge entered a summary  judgment against
Southmark  for the  $13,790,000  contingent  fee sought by Price,  together with
prejudgment  interest,  and also  awarded  Price  an  additional  $5,498,525  in
attorneys' fees.  Southmark intends to vigorously pursue appeal of the judgment.
The summary  judgment did not give Price any relief against the Registrant,  and
although  PPDLP  believes the lawsuit is without merit and intends to vigorously
defend  it,  PPDLP is  holding  in  reserve  approximately  12.5%  of the  total
settlement  pending  final  resolution  of the  litigation  by the court.  Trial
against the Registrant is currently scheduled for April 1996.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits - none

     (b)   Reports on Form 8-K - none






                                    12

<PAGE>


                           PARKER & PARSLEY 82-1, LTD.
                          (A Texas 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 82-1, LTD.

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

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



Dated:  November 9, 1995      By:   /s/ Steven L. Beal
                                    --------------------------------------
                                    Steven L. Beal, Senior Vice President
                                     and Chief Financial Officer of PPUSA



                                     13

<PAGE>




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