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
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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>
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<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>