PARKER & PARSLEY 82 I LTD
10-Q, 1996-08-09
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 June 30, 1996, 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 82-1, 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 15 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

                                                 June 30,      December 31,
                                                   1996           1995
                                               ------------   ------------
                                               (Unaudited)
              ASSETS
Current assets:
 Cash and cash equivalents, including
  interest bearing deposits of
  $109,202 at June 30 and $82,469
  at December 31                               $    109,702   $     83,890
 Accounts receivable - oil and gas
  sales                                              67,864         62,586
                                                -----------    -----------
     Total current assets                           177,566        146,476

Oil and gas properties - at cost, based
 on the successful efforts accounting
 method                                          10,334,241     10,409,464
  Accumulated depletion                          (8,949,688)    (8,970,229)
                                                -----------    -----------
     Net oil and gas properties                   1,384,553      1,439,235
                                                -----------    -----------
                                               $  1,562,119   $  1,585,711
                                                ===========    ===========
   LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable - affiliate                  $     28,904   $     50,057
Partners' capital:
 Limited partners (4,891 interests)               1,269,823      1,277,125
 General partners                                   263,392        258,529
                                                -----------    -----------
                                                  1,533,215      1,535,654
                                                -----------    -----------
                                               $  1,562,119   $  1,585,711
                                                ===========    ===========

         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        2


<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                               Three months ended        Six months ended
                                    June 30,                  June 30,
                               1996         1995         1996         1995
                            ----------   ----------   ----------   ----------
Revenues:
 Oil and gas sales          $  182,540   $  166,485   $  351,858   $  338,255
 Interest income                 1,327        1,652        2,322        2,973
 Litigation settlement          43,618           -        43,618           -
                             ---------    ---------    ---------    ---------
     Total revenues            227,485      168,137      397,798      341,228

Costs and expenses:
 Production costs               77,487       92,839      161,472      196,074
 General and admin-
  istrative expenses             5,924        2,664       11,254        8,576
 Depletion                      25,417       44,252       54,785       88,909
 Loss on sale of asset              -           249           -           249
 Abandoned property
  costs                          2,236           -         2,236           -
                             ---------    ---------    ---------    ---------
     Total costs and
      expenses                 111,064      140,004      229,747      293,808
                             ---------    ---------    ---------    ---------
Net income                  $  116,421   $   28,133   $  168,051  $   47,420
                             =========    =========    =========    =========
Allocation of net income:
 General partners           $   31,933   $   13,671   $   49,246   $   25,192
                             =========    =========    =========    =========
 Limited partners           $   84,488   $   14,462   $  118,805   $   22,228
                             =========    =========    =========    =========
Net income per limited
 partnership interest       $    17.27   $     2.95   $    24.29   $     4.54
                             =========    =========    =========    =========
Distributions per limited
 partnership interest       $    19.02   $    12.07   $    25.78   $    22.86
                             =========    =========    =========    =========

         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        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, 1995           $   286,129   $ 1,478,510   $ 1,764,639

Distributions                            (38,855)     (111,814)     (150,669)

Net income                                25,192        22,228        47,420
                                      ----------    ----------    ----------
Balance at June 30, 1995             $   272,466   $ 1,388,924   $ 1,661,390
                                      ==========    ==========    ==========


Balance at January 1, 1996           $   258,529   $ 1,277,125   $ 1,535,654

Distributions                            (44,383)     (126,107)     (170,490)

Net income                                49,246       118,805       168,051
                                      ----------    ----------    ----------
Balance at June 30, 1996             $   263,392   $ 1,269,823   $ 1,533,215
                                      ==========    ==========    ==========



         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        4


<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                        Six months ended
                                                            June 30,
                                                       1996          1995
                                                    ----------    ----------
Cash flows from operating activities:
 Net income                                        $   168,051   $    47,420
 Adjustments to reconcile net income to
  net cash provided by operating activities:
   Depletion                                            54,785        88,909
   Loss on sale of asset                                    -            249
Changes in assets and liabilities:
 (Increase) decrease in accounts receivable             (5,278)        3,540
 Increase (decrease) in accounts payable               (22,009)       12,239
                                                    ----------    ----------
     Net cash provided by operating
      activities                                       195,549       152,357

Cash flows from investing activities:
  Deletions to oil and gas properties                      753            -

Cash flows from financing activities:
 Cash distributions to partners                       (170,490)     (150,669)
                                                    ----------    ----------
Net increase in cash and cash equivalents               25,812         1,688
Cash and cash equivalents at beginning
 of period                                              83,890       101,573
                                                    ----------    ----------
Cash and cash equivalents at end
 of period                                         $   109,702   $   103,261
                                                    ==========    ==========



         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        5


<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)


NOTE 1.

Parker  &  Parsley  82-I,  L.P.  (the  "Registrant")  is a  limited  partnership
organized in 1982 under the laws of the State of Texas.

The Registrant  engages  primarily in oil and gas  exploration,  development and
production  in Texas and New Mexico and is not involved in any industry  segment
other than oil and gas.

NOTE 2.

In the opinion of management, the Registrant's unaudited financial statements as
of June 30, 1996 include all adjustments and accruals  consisting only of normal
recurring accrual adjustments which are necessary for a fair presentation of the
results  for  the  interim  period.  However,  these  interim  results  are  not
necessarily indicative of results for a full year.

The  financial  statements  should  be read in  conjunction  with the  financial
statements and the notes thereto  contained in the  Registrant's  Report on Form
10-K for the year ended  December 31,  1995,  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 3.

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  Parker  &  Parsley
Development L.P. ("PPDLP").  The May 25, 1993 settlement  agreement called for a
payment  of  $115  million  in  cash  by  the  defendants,  and  Southmark,  the

                                        6

<PAGE>



Registrant,  and the other  plaintiffs  indemnified  the defendants  against the
claims of Jack N.  Price.  The  managing  general  partner  received  the funds,
deducted  incurred  legal  expenses,  accrued  interest,  determined the general
partner's portion of the funds and calculated any inter-partnership allocations.

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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"),  which was merged into PPDLP on January 1,
1995,  from its former  parent in May 1989,  PPDC's  interest in the lawsuit and
subsequent  settlement was retained by the former parent.  Consequently,  all of
PPDC's share of the settlement  related to its separately  held interests in the
wells and its partnership  interests in the sponsored  partnerships (except that
portion allocable to interests  acquired by PPDC after May 1989) was paid to the
former parent.

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.   On January 22, 1996, the trial judge entered an interlocutory

                                        7

<PAGE>



summary judgment against Dresser Industries and Baker Hughes for an amount to be
determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and posted a  supersedeas  bond using the Reserve as  collateral.  On
April 29, 1996,  all of the parties,  including the  Registrant  and  Southmark,
entered  into a $7.4  million  settlement  with Price  which  fully and  finally
resolves all of the litigation and disputes  between the parties,  including the
Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution  of $34,033 to the limited  partners,  or
$6.96 per limited  partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (1)

Results of Operations

Six months ended June 30, 1996 compared with six months ended June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $351,858 from $338,255 for
the six months  ended June 30, 1996 and 1995,  respectively,  an increase of 4%.
The increase in revenues resulted from higher average prices received per barrel
of oil and mcf of gas,  offset by a 14%  decrease in barrels of oil produced and
sold and a 6% decrease in mcf of gas produced and sold. For the six months ended
June 30, 1996,  11,623  barrels of oil were sold compared to 13,530 for the same
period in 1995, a decrease of 1,907  barrels.  For the six months ended June 30,
1996,  48,201 mcf of gas were sold compared to 51,345 mcf for the same period in
1995,  a  decrease  of 3,144 mcf.  The  decreases  in  production  volumes  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.

                                        8

<PAGE>



The average  price  received per barrel of oil  increased  $2.98,  or 17%,  from
$17.68 for the six months  ended June 30,  1995 to $20.66 for the same period in
1996 while the average  price  received per mcf of gas  increased 20% from $1.93
during the six months ended June 30, 1995 to $2.32 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  Registrant  may therefore sell its future oil and gas production at average
prices lower or higher than that  received  during the six months ended June 30,
1996.

Costs and Expenses:

Total costs and expenses decreased to $229,747 for the six months ended June 30,
1996 as compared to $293,808 for the same period in 1995, a decrease of $64,061,
or 22%.  This decrease was due to declines in  production  costs,  depletion and
loss on sale of  asset,  offset  by  increases  in  general  and  administrative
expenses ("G&A") and abandoned property costs.

Production  costs  were  $161,472  for the six months  ended  June 30,  1996 and
$196,074 for the same period in 1995  resulting in a $34,602  decrease,  or 18%,
primarily attributable 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 increased,  in aggregate,  31% from $8,576 for the six months ended
June 30, 1995 to $11,254 for the same period in 1996.

Depletion was $54,785 for the six months ended June 30, 1996 compared to $88,909
for the same  period in 1995.  This  represented  a  decrease  in  depletion  of
$34,124,  or 38%,  primarily  attributable  to the adoption of the provisions of
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("FAS  121")  effective  the  fourth  quarter of 1995 and the  reduction  of net
depletable  basis resulting from the charge taken upon such adoption.  Depletion
was computed property-by-property  utilizing the unit-of-production method based
upon the dominant  mineral  produced,  generally oil. Oil  production  decreased
1,907  barrels  for the six months  ended June 30,  1996 from the same period in
1995,  while oil reserves of barrels were revised upward by 61,976  barrels,  or
21%.

A loss of $249  from the sale of one  fully  depleted  property  was  recognized
during the six months ended June 30, 1995, reflecting  reimbursement of revenues
received after the effective  date of sale.  There were no property sales during
the six months ended June 30, 1996.

                                        9

<PAGE>




Abandoned  property  costs for the six months ended June 30, 1996 were $2,236 to
plug and abandon one oil and gas well.  There were no abandoned  property  costs
for the same period in 1995.

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,  and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. The managing general partner
received  the  funds,  deducted  incurred  legal  expenses,   accrued  interest,
determined  the  general  partner's  portion  of the  funds and  calculated  any
inter-partnership allocations.

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.  Although
PPDLP  believes the lawsuit was without  merit and has  vigorously  defended it,
PPDLP  has held in  reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation.

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. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells.  Similarly, damages

                                       10

<PAGE>



related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition  of the purchase by Parker & Parsley  Petroleum  Company of PPDC,
which was merged  into PPDLP on January 1, 1995,  from its former  parent in May
1989,  PPDC's interest in the lawsuit and subsequent  settlement was retained by
the former parent.  Consequently,  all of PPDC's share of the settlement related
to its separately held interests in the wells and its  partnership  interests in
the sponsored  partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.

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. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment against Dresser Industries and Baker Hughes for an amount to be
determined. Pursuant to their indemnity obligations, the Registrant,  Southmark,
PPDLP and other  original  plaintiffs  vigorously  protected  the rights of both
Dresser  and  Baker  Hughes.  Southmark  vigorously  pursued  its  appeal of the
judgment,  and posted a  supersedeas  bond using the Reserve as  collateral.  On
April 29, 1996,  all of the parties,  including the  Registrant  and  Southmark,
entered  into a $7.4  million  settlement  with Price  which  fully and  finally
resolves all of the litigation and disputes  between the parties,  including the
Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  all of the pending lawsuits and judgments
have been dismissed,  the supersedeas bond released, and the Reserve released as
collateral.  The managing general partner  conducted an accounting of income and
expenses  among the parties,  and, on June 28,  1996,  made a final $9.3 million
distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution  of $34,033 to the limited  partners,  or
$6.96 per limited  partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.

Three months ended June 30, 1996 compared with three months ended June 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $182,540 from $166,485 for
the three months ended June 30, 1996 and 1995, respectively, an increase of 10%.
The increase resulted from higher  average prices received per barrel of oil and

                                       11

<PAGE>



mcf of gas,  offset by a decrease in barrels of oil and mcf of gas  produced and
sold.  For the three months ended June 30, 1996,  5,417 barrels of oil were sold
compared to 6,874 for the same period in 1995, a decrease of 1,457  barrels,  or
21%.  For the three  months  ended  June 30,  1996,  23,385 mcf of gas were sold
compared to 25,952 for the same period in 1995, a decrease of 2,567 mcf, or 10%.
The  decreases  in  production   volumes  were  primarily  due  to  the  decline
characteristics of the Registrant's oil and gas properties.

The average  price  received per barrel of oil  increased  $4.22,  or 23%,  from
$18.11 for the three  months  ended June 30, 1995 to $22.33 for the three months
ended June 30, 1996,  while the average price  received per mcf of gas increased
62% from $1.62 to $2.63 for the same period in 1995.

Costs and Expenses:

Total costs and  expenses  decreased to $111,064 for the three months ended June
30, 1996 as compared to $140,004  for the three  months  ended June 30,  1995, a
decrease of $28,940,  or 21%.  This  decrease was due to declines in  production
costs,  depletion  and loss on sale of asset,  offset by an  increase in G&A and
abandoned property costs.

Production  costs were  $77,487  for the three  months  ended June 30,  1996 and
$92,839 for the same period in 1995  resulting  in a $15,352  decrease,  or 17%.
This decrease was due to reductions in 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 increased, in aggregate, from $2,664 for the three months ended June
30, 1995 to $5,924 for the same period in 1996.

Depletion  was $25,417  for the three  months  ended June 30,  1996  compared to
$44,252 for the same period in 1995. This represented a decrease in depletion of
$18,835,  or 43%,  primarily  attributable to the adoption of FAS 121 the fourth
quarter of 1995, as discussed previously. Oil production decreased 1,457 barrels
for the three months ended June 30, 1996 from the same period in 1995.

A loss of $249  from the sale of one  fully  depleted  property  was  recognized
during  the three  months  ended  June 30,  1995,  reflecting  reimbursement  of
revenues received after the effective date of sale. There were no property sales
during the same period in 1996.

Abandoned property costs were $2,236 for the three months ended June 30, 1996 to
plug and abandon one well.  There were no abandoned  property costs for the same
period in 1995.

                                       12

<PAGE>




Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased during the six months ended
June 30, 1996 $43,192 from the same period  ended June 30, 1995.  This  increase
was  primarily  due to the receipt of proceeds  from the  litigation  settlement
discussed in Note 3.

Net Cash Provided by Investing Activities

The  Registrant  received $753 in proceeds  during the six months ended June 30,
1996 from the disposal of oil and gas equipment on active properties.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $170,490 of which $126,107 was  distributed to
the limited  partners and $44,383 to the general  partners.  For the same period
ended June 30, 1995,  cash was sufficient for  distributions  to the partners of
$150,669 of which $111,814 was  distributed to the limited  partners and $38,855
to the general partners.

Cash distributions to the partners of $170,490 for the six months ended June 30,
1996  included  $34,033  to the  limited  partners  and  $9,585  to the  general
partners,  resulting  from  proceeds  received in the  litigation  settlement as
discussed in Note 3.

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

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

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




                                       13

<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Registrant is party to material  litigation  which is described in Note 3 of
Notes to Financial Statements above.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - none

(b)  Reports on Form 8-K - none


                                       14

<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:  August 8, 1996          By:  /s/ Steven L. Beal
                                   ---------------------------------------
                                   Steven L. Beal, Senior Vice
                                     President and Chief Financial
                                     Officer of PPUSA



                                       15

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000714909
<NAME> 82I.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         109,702
<SECURITIES>                                         0
<RECEIVABLES>                                   67,864
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               177,566
<PP&E>                                      10,334,241
<DEPRECIATION>                               8,949,688
<TOTAL-ASSETS>                               1,562,119
<CURRENT-LIABILITIES>                           28,904
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,533,215
<TOTAL-LIABILITY-AND-EQUITY>                 1,562,119
<SALES>                                        351,858
<TOTAL-REVENUES>                               397,798
<CGS>                                                0
<TOTAL-COSTS>                                  229,747
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                168,051
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            168,051
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   168,051
<EPS-PRIMARY>                                    24.29
<EPS-DILUTED>                                        0
        

</TABLE>


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