PARKER & PARSLEY 82 II LTD
10-Q, 1997-05-07
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 March 31, 1997
                                       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 10 pages.

                             -There are no exhibits-


<PAGE>



                          PARKER & PARSLEY 82-II, LTD.

                                TABLE OF CONTENTS


                                                                       Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of March 31, 1997 and
             December 31, 1996.......................................    3

           Statements of Operations for the three months
             ended March 31, 1997 and 1996...........................    4

           Statement of Partners' Capital for the three months
             ended March 31, 1997....................................    5

           Statements of Cash Flows for the three months
             ended March 31, 1997 and 1996...........................    6

           Notes to Financial Statements.............................    7

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations.....................    7
 

                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K..........................    9

           27.    Financial Data Schedule

           Signatures................................................   10



                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS


                                                    March 31,       December 31,
                                                      1997             1996
                                                   -----------      -----------
                                                   (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
    bearing deposits of $174,478 at March 31
    and $178,658 at December 31                    $   174,978      $   179,158
  Accounts receivable - oil and gas sales               82,817          114,039
                                                    ----------       ----------
        Total current assets                           257,795          293,197
                                                    ----------       ----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method               9,058,529        9,058,497
Accumulated depletion                               (7,491,529)      (7,457,953)
                                                    ----------       ----------
        Net oil and gas properties                   1,567,000        1,600,544
                                                    ----------       ----------
                                                   $ 1,824,795      $ 1,893,741
                                                    ==========       ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    15,478      $    17,546

Partners' capital:
  General partners                                     207,248          217,566
  Limited partners (6,126 interests)                 1,602,069        1,658,629
                                                    ----------       ----------
                                                     1,809,317        1,876,195
                                                    ----------       ----------
                                                   $ 1,824,795      $ 1,893,741
                                                    ==========       ==========


  The financial information included as of March 31, 1997 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 OPERATIONS
                                   (Unaudited)


                                                    Three months ended
                                                         March 31,
                                                 -------------------------
                                                   1997            1996
                                                 ---------       ---------
Revenues:
  Oil and gas                                    $ 176,592       $ 168,190
  Interest                                           2,230           2,058
                                                  --------        --------
                                                   178,822         170,248
                                                  --------        --------
Costs and expenses:
  Oil and gas production                            77,155          81,385
  General and administrative                         6,067           5,271
  Depletion                                         33,576          29,053
                                                  --------        --------
                                                   116,798         115,709
                                                  --------        --------
Net income                                       $  62,024       $  54,539
                                                  ========        ========
Allocation of net income:
  General partners                               $  20,568       $  17,993
                                                  ========        ========
  Limited partners                               $  41,456       $  36,546
                                                  ========        ========
Net income per limited partnership
 interest                                        $    6.77       $    5.97
                                                  ========        ========
Distributions per limited partnership
 interest                                        $   16.00       $    7.00
                                                  ========        ========


         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)

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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

Balance at January 1, 1997          $  217,566     $ 1,658,629     $ 1,876,195

    Distributions                      (30,886)        (98,016)       (128,902)

    Net income                          20,568          41,456          62,024
                                     ---------      ----------      ----------

Balance at March 31, 1997           $  207,248     $ 1,602,069     $ 1,809,317
                                     =========      ==========      ==========




         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)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                      Three months ended
                                                           March 31,
                                                    ------------------------
                                                      1997           1996
                                                    ---------      ---------
Cash flows from operating activities:

 Net income                                         $  62,024      $  54,539
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depletion                                          33,576         29,053
 Changes in assets and liabilities:
    (Increase) decrease in accounts receivable         31,222        (21,858)
    Decrease in accounts payable                       (2,068)       (25,364)
                                                     --------       --------

       Net cash provided by operating activities      124,754         36,370
                                                     --------       --------

Cash flows from investing activities:

 Additions to oil and gas properties                     (32)           (62)

Cash flows from financing activities:

 Cash distributions to partners                       128,902)       (57,257)
                                                     --------       --------

Net decrease in cash and cash equivalents              (4,180)       (20,949)
Cash and cash equivalents at beginning of period      179,158        199,420
                                                     --------       --------

Cash and cash equivalents at end of period          $ 174,978      $ 178,471
                                                     ========       ========



         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.

                                        6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

Note 1.     Organization and nature of operations

Parker & Parsley  82-II,  Ltd.  (the  "Partnership")  is a  limited  partnership
organized in 1982 under the laws of the State of Texas.

The Partnership  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.     Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1997 of the Partnership  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  Partnership's  Report on Form
10-K for the year ended  December 31,  1996,  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.

Item 2.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations (1)

Results of Operations

Revenues:

The Partnership's  oil and gas revenues  increased to $176,592 from $168,190 for
the three months ended March 31, 1997 and 1996, respectively, an increase of 5%.
The increase in revenues resulted from higher average prices received per barrel
of oil and mcf of gas,  offset by a 4% decline in  barrels of oil  produced  and
sold and a 27% decline in mcf of gas  produced  and sold.  For the three  months
ended March 31, 1997,  5,847  barrels of oil were sold compared to 6,067 for the
same period in 1996, a decrease of 220 barrels. For the three months ended March
31, 1997,  16,970 mcf of gas were sold compared to 23,309 for the same period in
1996, a decrease of 6,339 mcf. The declines in production volumes were primarily
attributable to the decline  characteristics  of the  Partnership'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
Partnership's economically recoverable reserves are fully depleted.

                                        7

<PAGE>




The average  price  received per barrel of oil  increased  $2.89,  or 15%,  from
$19.07 for the three  months  ended March 31, 1996 to $21.96 for the same period
in 1997,  while the average  price  received per mcf of gas  increased  26% from
$2.25  during the three months ended March 31, 1996 to $2.84 for the same period
in 1997.  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 Partnership may therefore sell its future oil and
gas production at average  prices lower or higher than that received  during the
three months ended March 31, 1997.

Costs and Expenses:

Total costs and expenses  increased to $116,798 for the three months ended March
31, 1997 as compared  to  $115,709  for the same period in 1996,  an increase of
$1,089.  This  increase  was due to  increases  in  general  and  administrative
expenses ("G&A") and depletion, offset by a decrease in production costs.

Production  costs were  $77,155  for the three  months  ended March 31, 1997 and
$81,385 for the same period in 1996 resulting in a $4,230  decrease,  or 5%. The
decrease was due to declines in ad valorem taxes and well repair and maintenance
costs.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
increased,  in  aggregate,  15% from $5,271 for the three months ended March 31,
1996 to $6,067 for the same period in 1997.

Depletion  was $33,576  for the three  months  ended March 31, 1997  compared to
$29,053  for the same  period in 1996,  an  increase  of  $4,523,  or 16%.  This
increase is  primarily  attributable  to a downward  revision  in oil  reserves,
offset by a decline in oil  production of 220 barrels for the three months ended
March 31, 1997 compared to the same period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $88,384  during the three
months  ended March 31, 1997 from the same period in 1996.  The increase was due
to an increase in oil and gas sales  receipts and declines in  expenditures  for
production costs.

Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1997 to  cover
distributions  to the partners of $128,902 of which $98,016 was  distributed  to
the limited  partners and $30,886 to the general  partners.  For the same period
ended March 31, 1996, cash was sufficient for  distributions  to the partners of
$57,257 of which $42,882 was distributed to the limited  partners and $14,375 to
the general partners.
                                        8

<PAGE>



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.



                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits

        27.  Financial Data Schedule

(b)     Reports on Form 8-K - none


                                        9

<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:  May 7, 1997          By:    /s/ Steven L. Beal
                                     -------------------------------------
                                     Steven L. Beal, Senior Vice President
                                      and Chief Financial Officer of PPUSA



                                       10

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000717374
<NAME> 82II.TXT
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         174,978
<SECURITIES>                                         0
<RECEIVABLES>                                   82,817
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               257,795
<PP&E>                                       9,058,529
<DEPRECIATION>                               7,491,529
<TOTAL-ASSETS>                               1,824,795
<CURRENT-LIABILITIES>                           15,478
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,809,317
<TOTAL-LIABILITY-AND-EQUITY>                 1,824,795
<SALES>                                        176,592
<TOTAL-REVENUES>                               178,822
<CGS>                                                0
<TOTAL-COSTS>                                  116,798
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 62,024
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             62,024
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    62,024
<EPS-PRIMARY>                                     6.77
<EPS-DILUTED>                                        0
        

</TABLE>


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