PARKER & PARSLEY 82 II LTD
10-Q, 1996-08-12
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. 2-75530B


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


                   Texas                                   75-1867115
        (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 14 pages.

                             -There are no exhibits-


<PAGE>



                          PARKER & PARSLEY 82-II, 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 $200,295 at June 30 and
    $198,783 at December 31                        $   200,795     $   199,420
  Accounts receivable - oil and gas sales               67,023          57,508
                                                    ----------      ----------

         Total current assets                          267,818         256,928

Oil and gas properties - at cost, based on the
  successful efforts accounting method               9,058,486       9,175,329
    Accumulated depletion                           (7,404,272)     (7,435,262)
                                                    ----------      ----------

         Net oil and gas properties                  1,654,214       1,740,067
                                                    ----------      ----------

                                                   $ 1,922,032     $ 1,996,995
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    29,364     $    46,198

Partners' capital:
  Limited partners (6,126 interests)                 1,679,571       1,736,603
  General partners                                     213,097         214,194
                                                    ----------      ----------

                                                     1,892,668       1,950,797
                                                    ----------      ----------

                                                   $ 1,922,032     $ 1,996,995
                                                    ==========      ==========

         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-II, 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               $ 173,367   $ 148,718   $ 341,557   $ 385,538
  Interest income                     2,329       4,500       4,387       5,458
  Gain (loss) on sale of assets          -       (7,897)         -      450,599
  Litigation settlement              45,027          -       45,027          -
                                   --------    --------    --------    --------

      Total revenues                220,723     145,321     390,971     841,595

Costs and expenses:
  Production costs                   78,562      62,027     159,947     221,413
  General and administrative
    expenses                          6,214       4,564      11,485      12,325
  Depletion                          27,719      70,597      56,772     176,108
  Loss on abandoned property         29,142          -       29,142          -
  Abandoned property costs            4,059          -        4,059          -
                                   --------    --------    --------    --------

      Total costs and expenses      145,696     137,188     261,405     409,846
                                   --------    --------    --------    --------

Net income                        $  75,027   $   8,133   $ 129,566   $ 431,749
                                   ========    ========    ========    ========
Allocation of net income (loss):
  General partners                $  24,814   $  85,087   $  42,807   $ 138,043
                                   ========    ========    ========    ========

  Limited partners                $  50,213   $ (76,954)  $  86,759   $ 293,706
                                   ========    ========    ========    ========
Net income (loss) per limited
  partnership interest            $    8.19   $  (12.57)  $   14.16   $   47.94
                                   ========    ========    ========    ========
Distributions per limited
  partnership interest            $   16.47   $   50.00   $   23.47   $   56.87
                                   ========    ========    ========    ========

         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-II, LTD.
                          (A Texas Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL
                                   (Unaudited)




                                       General        Limited
                                       partners       partners        Total
                                      ----------     ----------     ----------

Balance at January 1, 1995            $  262,241     $2,146,426     $2,408,667

    Distributions                       (146,862)      (348,385)      (495,247)

    Net income                           138,043        293,706        431,749
                                       ---------      ---------      ---------

Balance at June 30, 1995              $  253,422     $2,091,747     $2,345,169
                                       =========      =========      =========



Balance at January 1, 1996            $  214,194     $1,736,603     $1,950,797

    Distributions                        (43,904)      (143,791)      (187,695)

    Net income                            42,807         86,759        129,566
                                       ---------      ---------      ---------

Balance at June 30, 1996              $  213,097     $1,679,571     $1,892,668
                                       =========      =========      =========







         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-II, LTD.
                          (A Texas Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Six months ended
                                                             June 30,
                                                       1996           1995
                                                    ----------     ----------
Cash flows from operating activities:

 Net income                                         $  129,566     $  431,749
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depletion                                            56,772        176,108
   Gain on sale of assets                                   -        (450,599)
   Loss on abandoned property                           29,142             -
 Changes in assets and liabilities:
   (Increase) decrease in accounts receivable           (9,515)        28,678
   Decrease in accounts payable                        (16,831)       (11,816)
                                                     ---------      ---------

     Net cash provided by operating activities         189,134        174,120

Cash flows from investing activities:

 Additions to oil and gas properties                       (64)            -
 Proceeds from sale of properties                           -         474,826
                                                     ---------      ---------

     Net cash provided by (used in) investing
      activities                                           (64)       474,826

Cash flows from financing activities:

 Cash distributions to partners                       (187,695)      (495,247)
                                                     ---------      ---------

Net increase in cash and cash equivalents                1,375        153,699
Cash and cash equivalents at beginning of period       199,420         55,371
                                                     ---------      ---------

Cash and cash equivalents at end of period          $  200,795     $  209,070
                                                     =========      =========

         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-II, LTD.
                          (A Texas Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (Unaudited)


NOTE 1.

Parker &  Parsley  82-II,  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
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

                                        6

<PAGE>



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  360,857,  or  $58.91  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
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

                                        7

<PAGE>



distribution to the working  interest  owners,  including the Registrant and its
partners,  resulting in a distribution  of $36,851 to the limited  partners,  or
$6.02 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  decreased to $341,557 from $385,538 for
the six months  ended June 30, 1996 and 1995,  respectively,  a decrease of 11%.
The decrease in revenues  resulted from a 33% decline in barrels of oil produced
and sold and a 10%  decline in mcf of gas  produced  and sold,  offset by higher
average  prices  received  per barrel of oil and mcf of gas.  For the six months
ended June 30, 1996,  11,915 barrels of oil were sold compared to 17,682 for the
same period in 1995, a decrease of 5,767 barrels.  For the six months ended June
30, 1996,  41,041 mcf of gas were sold compared to 45,455 for the same period in
1995,  a decrease of 4,414 mcf.  Because of the decline  characteristics  of the
Registrant's  oil and gas  properties,  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  $3.69,  or 22%,  from
$16.97 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 24% from $1.88
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.

A gain of  $450,599  from the sale of 22 wells  was  recognized  during  the six
months ended June 30, 1995  resulting  from proceeds  received of $474,826 and a
$368  receivable  due  from  the sale  for  post-closing  adjustments,  less the
write-off of remaining  capitalized  well costs of $24,595.  There were no sales
for the same period in 1996.

A loss on  abandoned  property of $29,142  during the six months  ended June 30,
1996 resulted from the abandonment of one uneconomical  well.  Expenses incurred
to plug and abandon this well totaled $4,059.  There was no abandonment activity
during the same period in 1995.


                                        8

<PAGE>



Costs and Expenses:

Total costs and expenses decreased to $261,405 for the six months ended June 30,
1996 as  compared  to  $409,846  for the same  period  in 1995,  a  decrease  of
$148,441, or 36%. This decrease was due to declines in production costs, general
and administrative  expenses ("G&A") and depletion,  offset by increases in loss
on abandoned property and abandoned property costs.

Production  costs  were  $159,947  for the six months  ended  June 30,  1996 and
$221,413 for the same period in 1995  resulting in a $61,466  decrease,  or 28%.
The  decrease was due to  reductions  in well repair and  maintenance  costs and
partially due to the elimination of costs on wells sold in 1995.

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,  7% from $12,325 for the six months ended
June 30, 1995 to $11,485 for the same period in 1996.

Depletion  was  $56,772  for the six months  ended  June 30,  1996  compared  to
$176,108 for the same period in 1995.  This  represented a decrease in depletion
of $119,336, or 68%, 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
5,767  barrels  for the six months  ended June 30,  1996 from the same period in
1995,  while oil reserves of barrels were revised upward by 51,323  barrels,  or
16%.

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

                                        9

<PAGE>



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  $360,857,  or $58.91  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 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 $36,851 to the limited  partners,  or
$6.02 per limited  partnership  interest.  The distribution was allocated to the
limited  partners  using  the  same  methodology  as the  original  $91  million
distribution in 1993.


                                       10

<PAGE>



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

Revenues:

The  Registrant's  oil and gas revenues  increased to $173,367 from $148,718 for
the three months ended June 30, 1996 and 1995, respectively, an increase of 17%.
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 20% decrease in mcf of gas  produced  and sold.  For the three months
ended June 30, 1996,  5,848  barrels of oil were sold  compared to 6,336 for the
same period in 1995, a decrease of 488 barrels.  For the three months ended June
30, 1996,  17,734 mcf of gas were sold compared to 22,247 for the same period in
1995,  a decrease of 4,513 mcf.  The  decreases in oil and gas produced and sold
were  due  to the  decline  characteristics  of the  Registrant's  oil  and  gas
properties.

The average  price  received per barrel of oil  increased  $4.66,  or 26%,  from
$17.65 for the three  months  ended June 30, 1995 to $22.31 for the three months
ended June 30, 1996 while the average  price  received per mcf of gas  increased
46% to $2.42  during the three  months ended June 30, 1996 from $1.66 during the
same period in 1995.

Costs and Expenses:

Total costs and  expenses  increased to $145,696 for the three months ended June
30, 1996 as compared  to  $137,188  for the same period in 1995,  an increase of
$8,508, or 6%. This increase was due to increases in production costs, G&A, loss
on abandoned  property and  abandoned  property  costs,  offset by a decrease in
depletion.

Production  costs were  $78,562  for the three  months  ended June 30,  1996 and
$62,027 for the same period in 1995 resulting in a $16,535 increase, or 27%. The
increase was due to additional well repair and maintenance  costs incurred in an
effort to stimulate well production.

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,  36% from $4,564 for the three months ended
June 30, 1995 to $6,214 for the same period in 1996.

Depletion  was $27,719  for the three  months  ended June 30,  1996  compared to
$70,597 for the same period in 1995. This represented a decrease in depletion of
$42,878,  or 61%,  partially  attributable to the adoption of FAS 121 the fourth
quarter   of   1995,   as   discussed   previously.   Depletion   was   computed
property-by-property  utilizing  the  unit-of-production  method  based upon the
dominant mineral produced,  generally oil. Oil production  decreased 488 barrels
for the three months ended June 30, 1996 from the same period in 1995.

A loss on sale of assets of $7,897 was recognized in the three months ended June
30, 1995 resulting  from proceeds of $6,996  received from the sale of interests
in one fully  depleted  well and one plugged and  abandoned  well,  offset by an

                                       11

<PAGE>



adjustment of $14,893 decreasing the proceeds received from the sale of 20 wells
in the three  months  ended March 31,  1995.  The  adjustment  results  from the
reimbursement  of net revenues  received from the wells after the effective date
of sale, January 1, 1995. There were no sales for the same period in 1996.

A loss on abandoned  property of $29,142  resulted from the  abandonment  of one
uneconomical well during the three months ended June 30, 1996. Expenses incurred
to plug and abandon this well totaled $4,059.  There was no abandonment activity
for the three months ended June 30, 1995.

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 $15,014 from the same period  ended June 30, 1995.  This  increase
was primarily due to the receipt of proceeds from the litigation  settlement and
declines in expenditures for production  costs,  offset by a decrease in oil and
gas sales.

Net Cash Provided by (Used in) Investing Activities

The Registrant's principal investing activities during the six months ended June
30, 1996  included  equipment  replacement  expenditures  on several oil and gas
properties.  For the same period ended June 30, 1995,  proceeds of $474,826 were
received from the sale of 22 wells.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1996  to  cover
distributions  to the partners of $187,695 of which $143,791 was  distributed to
the limited  partners and $43,904 to the general  partners.  For the same period
ended June 30, 1995,  cash was sufficient for  distributions  to the partners of
$495,247 of which $348,385 was distributed to the limited  partners and $146,862
to the general partners.

Cash distributions to the partners of $187,695 for the six months ended June 30,
1996  included  $36,851  to the  limited  partners  and  $8,176  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.

                                       12
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Registrant is a 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


                                       13

<PAGE>


                          PARKER & PARSLEY 82-II, 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-II, LTD.

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




Dated:  August 12, 1996           By:   /s/ Steven L. Beal
                                      ---------------------------------------
                                      Steven L. Beal, Senior Vice President
                                       and Chief Financial Officer of PPUSA



                                       14

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000717374
<NAME> 82II.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         200,795
<SECURITIES>                                         0
<RECEIVABLES>                                   67,023
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               267,818
<PP&E>                                       9,058,486
<DEPRECIATION>                               7,404,272
<TOTAL-ASSETS>                               1,922,032
<CURRENT-LIABILITIES>                           29,364
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,892,668
<TOTAL-LIABILITY-AND-EQUITY>                 1,922,032
<SALES>                                        341,557
<TOTAL-REVENUES>                               390,971
<CGS>                                                0
<TOTAL-COSTS>                                  261,405
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                129,566
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            129,566
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   129,566
<EPS-PRIMARY>                                    14.16
<EPS-DILUTED>                                        0
        

</TABLE>


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