UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549

                                      FORM 10-K

      / x /          Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934 (Fee Required)
                     For the fiscal year ended December 31, 1995
                                          or
      /   /        Transition Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934 (No Fee Required)

                             Commission File No. 2-75530A

                             PARKER & PARSLEY 82-I, LTD.
                (Exact name of Registrant as specified in its charter)
                  Texas                                      75-1825545
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                   Identification Number)

     303 West Wall, Suite 101, Midland, Texas                    79701
     (Address of principal executive offices)                  (Zip code)

         Registrant's Telephone Number, including area code : (915) 683-4768

        Securities  registered  pursuant  to Section  12(b) of the Act:  None
           Securities registered pursuant to Section 12(g) of the Act:
                 Limited partnership interests ($2,000 per unit)

  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 / /

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
  of Regulation S-K is not contained herein,  and will not be contained,  to the
  best of Registrant's  knowledge, in definitive proxy or information statements
  incorporated  by reference  in Part III of this Form 10-K or any  amendment to
  this Form 10-K. / x /

  No market  currently  exists  for the  limited  partnership  interests  of the
  Registrant.  Based on original  purchase  price the aggregate  market value of
  limited  partnership  interests owned by  non-affiliates  of the Registrant is
  $8,788,500.

  As of March 8, 1996, the number of outstanding limited  partnership  interests
  was 4,891.  The  following  documents are  incorporated  by reference into the
  indicated parts of this Annual Report on Form 10-K: None

                                 Page 1 of 29 pages.
                              -Exhibit index on page 29-


<PAGE>



                                     PART I

ITEM 1.   Business

Parker  &  Parsley  82-I,  Ltd.  (the  "Registrant")  is a  limited  partnership
organized  in 1982 under the laws of the State of Texas.  The  managing  general
partner  is Parker &  Parsley  Development  L.P.  ("PPDLP")  and its  co-general
partner is P&P  Employees  82-I,  Ltd., a Texas  limited  partnership  ("EMPL").
PPDLP's general partner is Parker & Parsley Petroleum USA, Inc.  ("PPUSA").  The
managing  general  partner  during the year ended December 31, 1994 was Parker &
Parsley Development  Company ("PPDC").  PPDC was merged into PPDLP on January 1,
1995. See Item 12 (c).

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $33,000,000 in a
series  of Texas  limited  partnerships  formed  under the  Parker & Parsley  82
Drilling  Program,  was  declared  effective  by  the  Securities  and  Exchange
Commission  on  February  4, 1982.  On June 1,  1982,  the  offering  of limited
partnership interests in the Registrant, the first partnership formed under such
registration statement,  was closed, with interests aggregating $9,782,000 being
sold to 624 subscribers.

The Registrant  engages  primarily in oil and gas  exploration,  development and
production  and is not involved in any industry  segment other than oil and gas.
See "Item 6. Selected  Financial  Data" and "Item 8.  Financial  Statements  and
Supplementary  Data" of this report for a summary of the  Registrant's  revenue,
income and identifiable assets.

The principal  markets during 1995 for the oil produced by the  Registrant  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Registrant's   oil  producing   properties.   The  principal   markets  for  the
Registrant's   gas  were  companies   that  have  pipelines   located  near  the
Registrant's gas producing properties.  Of the Registrant's oil and gas revenues
for 1995,  approximately  69% was  attributable  to sales made to Phibro Energy,
Inc.

Because of the demand for oil and gas, the Registrant  does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that  particular  customer  has the only gas  pipeline
located  in  the  areas  of  the  Registrant's  gas  producing  properties.  The
Registrant  believes,  however,  that  the  effect  would  be  temporary,  until
alternative arrangements could be made.

Federal and state  regulation of oil and gas operations  generally  includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum  allowable  production rates, the taxation of income and other items,
and the protection of the environment. Although the Registrant believes that its
business  operations do not impair  environmental  quality and that its costs of
complying  with  any  applicable  environmental  regulations  are not  currently
significant,   the  Registrant   cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

                                       2

<PAGE>



The  Registrant  does not have any  employees  of its  own.  PPUSA  employs  623
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Registrant's  business  during the period  for which this  report is filed.  The
Registrant's  managing  general  partner,  PPDLP  through  PPUSA,  supplies  all
management functions.

No material  part of the  Registrant's  business is seasonal and the  Registrant
conducts no foreign operations.

ITEM 2.   Properties

The  Registrant's   properties  consist  primarily  of  leasehold  interests  in
properties on which oil and gas wells are located.  Such property  interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.

Fractional  working  interests  in  developmental  and  exploratory  oil and gas
prospects  located  in Texas and New Mexico  were  acquired  by the  Registrant,
resulting in the  Registrant's  participation  in the drilling of 34 oil and gas
wells.  Six were  completed  as dry holes from  previous  periods,  one well was
plugged and abandoned in 1993 due to  unprofitable  operations  and one well was
sold in 1995. At December 31, 1995, 26 wells were producing,

For  information  relating  to the  Registrant's  estimated  proved  oil and gas
reserves at December 31, 1995,  1994 and 1993 and changes in such quantities for
the years then ended,  see Note 7 of Notes to Financial  Statements  included in
"Item 8. Financial  Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.

ITEM 3.   Legal Proceedings

The Registrant is a party to material litigation which is described in Note 9 of
Notes to Financial  Statements  included in "Item 8.  Financial  Statements  and
Supplementary Data" below.

ITEM 4.   Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1995.





                                       3

<PAGE>



                                     PART II

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder Matters

At March 8, 1996,  the  Registrant  had 4,891  outstanding  limited  partnership
interests  held of record by 670  subscribers.  There is no  established  public
trading  market  for  the  limited  partnership  interests.  Under  the  limited
partnership   agreement,   PPDLP  has  made  certain   commitments  to  purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the managing general  partner,  are not
required to meet the Registrant's obligations are distributed to the partners at
least quarterly in accordance with the limited partnership agreement. During the
years ended December 31, 1995 and 1994,  distributions of $200,344 and $156,143,
respectively, were made to the limited partners.

ITEM 6.   Selected Financial Data

The  following  table sets forth  selected  financial  data for the years  ended
December 31:
                        1995        1994        1993        1992        1991
                    ----------  ----------  ----------   ----------  ----------
Operating results:
 Oil and gas sales  $  613,929  $  636,470  $  778,497   $  880,424  $  990,973
                     =========   =========   =========    =========   ========
 Litigation settle-
  ment, net         $       -   $       -   $  458,778   $       -   $       -
                     =========   =========   =========    =========   =========
 Impairment of
  oil and gas
  properties        $   20,719  $       -   $       -    $       -   $       -
                     =========   =========   =========    =========   =========
 Net income         $   34,081  $  102,033  $  590,151   $  237,784  $  310,625
                     =========   =========   =========    =========   =========
 Allocation of net
  income (loss):
   General partners $   35,122  $   45,462  $  166,204   $   86,448  $  107,879
                     =========   =========   =========    =========   =========
   Limited partners $   (1,041) $   56,571  $  423,947   $  151,336  $  202,746
                     =========   =========   =========    =========   =========
 Limited partners'
  net income (loss)
  per limited part-
  nership interest  $     (.21) $    11.57  $    86.68   $    30.94  $    41.45
                     =========   =========   =========    =========   =========
 Limited partners'
  cash distributions
  per limited part-
  nership interest  $    40.96  $    31.92  $   126.59(a)$    67.43  $    87.44
                     =========   =========   =========    =========   =========
At year end:
 Total assets       $1,585,711  $1,786,274  $1,888,277   $2,104,650  $2,306,465
---------------      =========   =========   =========    =========   =========
(a)  Including litigation settlement per limited partnership interest of $73.44
     in 1993.                            4

<PAGE>




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

Results of operations

1995 compared to 1994

The Registrant's  1995 oil and gas revenues  decreased to $613,929 from $636,470
in 1994, a decrease of 4%. The decrease in revenues  resulted  from a 2% decline
in the average  price  received per mcf of gas,  offset by an 8% increase in the
price  received per barrel of oil, an 8% decrease in barrels of oil produced and
sold and a 7% decrease in mcf of gas produced and sold. In 1995,  25,404 barrels
of oil were sold  compared to 27,699 in 1994,  a decrease of 2,295  barrels.  In
1995,  103,030 mcf of gas were sold  compared to 110,979 in 1994,  a decrease of
7,949 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.(1)

The average price received per barrel of oil increased $1.26 from $16.01 in 1994
to $17.27 in 1995.  The average  price  received per mcf of gas  decreased  from
$1.74  in 1994 to  $1.70  in 1995.  The  market  price  for oil and gas has been
extremely  volatile in the past decade,  and management expects a certain amount
of volatility  to continue in the  foreseeable  future.(1)  The  Registrant  may
therefore  sell its future oil and gas  production  at average  prices  lower or
higher than that received in 1995.(1)

A gain of $1,170 from the sale of one fully  depleted  property  was  recognized
during 1995, resulting from proceeds received from post closing adjustments made
after the effective date of sale.

Total costs and  expenses  increased in 1995 to $587,197 as compared to $538,471
in 1994,  an increase of $48,726,  or 9%. The increase was  primarily due to the
impairment  of oil and gas  properties  during 1995, in addition to increases in
production   costs  and   depletion,   offset  by  a  decline  in  general   and
administrative expenses ("G&A").

Production  costs were  $387,418 in 1995 and  $380,001 in 1994,  resulting  in a
$7,417  increase,  or 2%. The  increase  was due to  additional  well repair and
maintenance costs incurred in an effort to stimulate 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  decreased,  in  aggregate,  15% from $25,164 in 1994 to $21,267 in
1995.  The  Registrant  paid the managing  general  partner  $18,418 in 1995 and
$19,094 in 1994 for G&A incurred on behalf of the Registrant.  G&A is allocated,
in part,  to the  Registrant by the managing  general  partner.  Such  allocated
expenses are determined by the managing general partner based upon its judgement
of the level of activity of the  Registrant  relative  to the  managing  general


                                        5

<PAGE>



partner's activities and other entities it manages. The method of allocation has
varied in certain years and may do so again  depending on the  activities of the
managed entities.(1)

Depletion was $157,793 in 1995 compared to $133,306 in 1994. This represented an
increase  of  $24,487,  or  18%.  Depletion  was  computed  property-by-property
utilizing  the  unit-of-production   method  based  upon  the  dominant  mineral
produced,  generally  oil. Oil production  decreased  2,295 barrels in 1995 from
1994,  while oil reserves of barrels were revised upward by 61,976  barrels,  or
21%.

Effective for the fourth  quarter of 1995 the  Registrant  adopted  Statement of
Financial Accounting Standards No. 121 - Accounting for Impairment of Long-Lived
Assets ("SFAS 121") which  requires that  long-lived  assets held and used by an
entity,  including oil and gas  properties  accounted  for under the  successful
efforts method of  accounting,  be reviewed for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  In performing the review of  recoverability,  the entity should
estimate the future cash flows  expected to result from the use of the asset and
its eventual  disposition.  If the sum of the expected future cash flows is less
than the carrying amount of the assets, an impairment is recognized based on the
asset's fair value as determined for oil and gas properties by discounting their
expected  future  cash  flows at a  discount  rate  commensurate  with the risks
involved in the industry.  As a result of the natural gas price  environment and
the  Registrant's  expectation  of  future  cash  flows  from  its  oil  and gas
properties at the time of review, the Registrant recognized a non-cash charge of
$20,719 associated with the adoption of SFAS 121.

1994 compared to 1993

The Registrant's  1994 oil and gas revenues  decreased to $636,470 from $778,497
in 1993, a decrease of 18%. The decrease in revenues resulted from a decrease of
7% in the average price received per barrel of oil, a 12% decline in the average
price  received per mcf of gas,  combined  with a 13% decrease in barrels of oil
produced and sold and a 6% decrease in mcf of gas  produced  and sold.  In 1994,
27,699  barrels of oil were sold compared to 31,709 in 1993, a decrease of 4,010
barrels.  In 1994,  110,979 mcf of gas were sold  compared to 117,576 in 1993, a
decrease of 6,597 mcf. The decreases in production volumes were primarily due to
the decline characteris tics of the Registrant's oil and gas properties.

The average price received per barrel of oil decreased $1.22 from $17.23 in 1993
to $16.01 in 1994.  The average  price  received per mcf of gas  decreased  from
$1.98 in 1993 to $1.74 in 1994.

Total costs and  expenses  decreased in 1994 to $538,471 as compared to $651,830
in 1993,  a decrease of  $113,359,  or 17%. The decrease was due to a decline in
production costs, abandoned property costs, G&A and depletion.

Production  costs were  $380,001 in 1994 and  $413,665 in 1993,  resulting  in a
$33,664  decrease,  or 8%. The  decrease  was due to declines in well repair and
maintenance  costs, ad valorem taxes and production  taxes due to the decline in
oil and gas sales.
                                        6

<PAGE>



Abandoned  property  costs were $50,806 in 1993  compared to no related costs in
1994.  This  decrease  was  due to the  plugging  of one  well  in  1993  and no
abandonment activity in 1994.

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, 6% from $26,800 in 1993 to $25,164 in 1994.
The Registrant paid the managing  general partner $19,094 in 1994 and $23,355 in
1993 for G&A incurred on behalf of the Registrant.

Depletion was $133,306 in 1994 compared to $160,559 in 1993. This  represented a
decrease of $27,253, or 17%. Oil production decreased 4,010 barrels in 1994 from
1993, while oil reserves of barrels were revised downward by 46,824 barrels,  or
13%.

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.  A distribution  of $91,000,000  was made to the
working interest owners, including the Registrant, on July 30, 1993. The limited
partners  received  their  distribution  of  $359,173,  or  $73.44  per  limited
partnership interest, in September 1993.

On May 3, 1993,  Jack N. Price,  the  attorney  who  represented  Gary G. "Zeke"
Lancaster in the Federal  Court  lawsuit,  filed suit in State Court in Beaumont
against all of the plaintiff partnerships,  including the Registrant and others,
alleging his  entitlement to 12% of the  settlement  proceeds.  Price's  lawsuit
claim for  approximately  $13.8 million is  predicated  on a purported  contract
entered  into with  Southmark  Corporation  in August 1988 in which he allegedly
binds the Registrant and the other  defendants,  as well as Southmark.  Although
PPDLP believes the lawsuit is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation by the court.

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 yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs will  vigorously  pursue appeal
when the final judgment is entered.  Southmark is vigorously pursuing its appeal

                                        7

<PAGE>



of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the  Registrant is currently  scheduled for April 29,
1996.

Legal  expenses  were incurred  during 1989,  1990,  1991,  1992 and 1993 by the
Registrant  and other joint  property  owners for  participating  in the lawsuit
pursuant to the joint  operating  agree  ment.  Litigation  settlement  proceeds
received by the Registrant,  less legal expenses  incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

Impact of inflation and changing prices on sales and net income

Inflation  impacts  the fixed  overhead  rate  charges  of the  lease  operating
expenses  for the  Registrant.  During 1993,  the annual  change in the index of
average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics, decreased by 1.1%. The
1994 annual change in average weekly earnings  increased by 4.8%. The 1995 index
(effective  April 1, 1995)  increased  4.4%.  The impact of inflation  for other
lease operating  expenses is small due to the current economic  condition of the
oil industry.

The oil and gas industry  experienced  volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such  products  and other  uncertainties  in the world  energy  markets  causing
significant  fluctuations in oil and gas prices. Since December 31, 1993, prices
for oil production have fluctuated throughout the year. The price per barrel for
oil production similar to the Registrant's  ranged from approximately  $16.00 to
$19.00.  For  February  1996,  the average  price for the  Registrant's  oil was
approximately $18.00.

Prices for natural gas are subject to ordinary seasonal  fluctuations,  and this
volatility of natural gas prices may result in production  being  curtailed and,
in some cases, wells being completely shut-in.(1)

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased to $245,319 during the year
ended  December 31, 1995, a 3% increase  from the year ended  December 31, 1994.
This increase was due to reduced  production costs,  offset by a decrease in oil
and gas sales and G&A.  Production  costs  decreased due to less well repair and
maintenance  costs.  Oil and gas sales declined due to a decrease in oil and gas
production and a decrease in the average price  received per mcf of gas,  offset
by an increase in the average  price  received per barrel of oil. G&A  decreased
due to less allocated  expenses by the managing general partner in 1995 compared
to 1994.

Net Cash Provided by Investing Activities

The Registrant's  investing  activities during 1995 was for expenditures related
to repair and maintenance activity on various oil and gas properties.

                                        8

<PAGE>



Proceeds  of  $1,170  were  received  from the sale of one oil and gas  property
during 1995.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1995 for  distributions  to the partners of $263,066 of
which  $200,344  was  distributed  to the  limited  partners  and $62,722 to the
general partners. In 1994, cash was sufficient for distributions to the partners
of $212,085 of which  $156,143  was  distributed  to the  limited  partners  and
$55,942 to the general partners.

It is expected that future net cash  provided by  operations  will be sufficient
for any capital  expenditures and any  distributions.(1)  As the production from
the properties declines, distributions are also expected to decrease.(1)

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

(1)  This  statement is a forward  looking  statement  that  involves  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 statement.

ITEM 8. Financial Statements and Supplementary Data

The Registrant's audited financial statements are included elsewhere herein.

ITEM 9. Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure

None.














                                        9

<PAGE>



                                     PART III


ITEM 10.  Directors and Executive Officers of the Registrant

The  Registrant  does not have any  officers  or  directors.  Under the  limited
partnership  agreement,  the Registrant's  managing  general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Registrant's  business.  PPUSA,  the sole  general  partner of PPDLP,  is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.

Set forth below are the names, ages and positions of the directors and executive
officers of PPUSA. Directors of PPUSA are elected to serve until the next annual
meeting of stockholders or until their successors are elected and qualified.

                           Age at
                         December 31,
      Name                  1995                     Position

  Scott D. Sheffield         43          Chairman of the Board and Director

  James D. Moring (a)        59          President, Chief Executive Officer and
                                          Director

  Timothy A. Leach           36          Executive Vice President and Director

  Steven L. Beal             36          Senior Vice President, Treasurer and
                                          Chief Financial Officer

  Mark L. Withrow            48          Senior Vice President and Secretary

---------------
(a)  Mr. Moring retired from the Company and subsidiaries  effective  January 1,
     1996. Mr. Sheffield  assumed the positions of President and Chief Executive
     Officer of PPUSA effective January 1, 1996.

     Scott D. Sheffield.  Mr.  Sheffield,  a graduate of The University of Texas
with a  Bachelor  of  Science  degree  in  Petroleum  Engineering,  has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief  Executive  Officer  since October  1990.  Mr.  Sheffield
joined PPDC, the principal  operating  subsidiary of the Company, as a petroleum
engineer in 1979. Mr.  Sheffield  served as Vice President - Engineering of PPDC
from  September  1981  until  April  1985 when he was  elected  President  and a
Director of PPDC. In March 1989, Mr. Sheffield was elected Chairman of the Board
and Chief Executive Officer of PPDC. On January 1, 1995, Mr. Sheffield  resigned
as President and Chief Executive  Officer of PPUSA, but remained Chairman of the
Board and a Director of PPUSA. On January 1, 1996, Mr.  Sheffield  reassumed the
positions of President  and Chief  Executive  Officer of PPUSA.  Before  joining
PPDC,  Mr.  Sheffield  was  principally  occupied for more than three years as a
production and reservoir engineer for Amoco Production Company.

                                       10

<PAGE>



     James D. Moring.  Mr. Moring,  a graduate of Texas Tech  University  with a
Bachelor of Science degree in Petroleum  Engineering  has been a Director of the
Company  since  October 1990 and was Senior Vice  President - Operations  of the
Company from October 1990 until May 1993,  when he was appointed  Executive Vice
President - Operations. Mr. Moring has been principally occupied since July 1982
as the supervisor of the drilling, completion, and production operations of PPDC
and its  affiliates and has served as an officer of PPDC since January 1983. Mr.
Moring has been Senior Vice  President - Operations and a Director of PPDC since
June 1989 and in May 1993,  Mr. Moring was appointed  Executive Vice President -
Operations.  Mr. Moring was elected  President and Director and appointed  Chief
Executive  Officer of PPUSA on January 1, 1995.  Effective  January 1, 1996, Mr.
Moring  retired  from the Company  and  subsidiaries.  In the five years  before
joining  PPDC,  Mr.  Moring was employed as a Division  Operations  Manager with
Moran Exploration, Inc. and its predecessor.

     Timothy A. Leach.  Mr.  Leach,  a graduate of Texas A&M  University  with a
Bachelor of Science degree in Petroleum  Engineering and the University of Texas
of the  Permian  Basin  with a Master of  Business  Administration  degree,  was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice  President - Engineering  of the Company from October 1990 to
March 1993. Mr. Leach was elected  Executive Vice President of PPUSA on December
1, 1995. He had joined PPDC as Vice President - Engineering  in September  1989.
Prior to joining  PPDC,  Mr.  Leach was  employed as Senior Vice  President  and
Director of First City Texas - Midland, N.A.

     Steven L. Beal.  Mr.  Beal,  a graduate of the  University  of Texas with a
Bachelor of Business  Administration degree in Accounting and a certified public
accountant,  was  elected  Senior  Vice  President  - Finance of the  Company in
January 1995 and Chief  Financial  Officer of the Company on March 21, 1995.  On
January 1, 1995, Mr. Beal was elected Senior Vice President, Treasurer and Chief
Financial  Officer of PPUSA.  Mr. Beal has been the Company's  Chief  Accounting
officer since November 1992 and been the Company's Treasurer since October 1990.
Mr. Beal joined PPDC as Treasurer in March 1988 and was elected Vice President -
Finance in October  1991.  Prior to joining  PPDC,  Mr. Beal was  employed as an
audit manager of Price Waterhouse.

     Mark L. Withrow.  Mr. Withrow,  a graduate of Abilene Christian  University
with Bachelor of Science degree in Accounting and Texas Tech  University  with a
Juris Doctorate degree, was Vice President - General Counsel of the Company from
February 1991 to January 1995,  when he was  appointed  Senior Vice  President -
General  Counsel,  and has been the  Company's  Secretary  since August 1992. On
January 1, 1995,  Mr. Withrow was elected Senior Vice President and Secretary of
PPUSA.  Mr.  Withrow  joined PPDC in January  1991.  Prior to joining PPDC , Mr.
Withrow was the managing partner of the law firm of Turpin,  Smith, Dyer, Saxe &
MacDonald, Midland, Texas.

ITEM 11.    Executive Compensation

The  Registrant  does not have any  directors  or  officers.  Management  of the
Registrant  is  vested  in  PPDLP,  the  managing  general  partner.  Under  the

                                       11

<PAGE>



Partnership agreement,  PPDLP pays 8% of the Registrant's acquisition,  drilling
and  completion  costs and 20% of its operating  and general and  administrative
expenses.  In return, PPDLP is allocated 20% of the Registrant's  revenues.  See
Notes 6 and 10 of Notes to Financial  Statements  included in "Item 8. Financial
Statements  and  Supplementary  Data" below for  information  regarding fees and
reimbursements  paid to the managing  general  partner or its  affiliates by the
Registrant.

EMPL is a co-general  partner of the Registrant.  Under this  arrangement,  EMPL
pays 2% of the Registrant's acquisition, drilling and completion costs and 5% of
its  operating  and  general and  administrative  expenses.  In return,  EMPL is
allocated  5% of the  Registrant's  revenues.  EMPL does not receive any fees or
reimbursements from the Registrant.

The Registrant  does not directly pay any salaries of the executive  officers of
PPUSA, but does pay a portion of PPUSA's general and administrative  expenses of
which these  salaries are a part.  See Note 6 of Notes to  Financial  Statements
included in "Item 8. Financial Statements and Supplementary Data" below.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management

(a) Beneficial owners of more than five percent

The  Registrant is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Registrant.  PPDLP and EMPL
respectively  own  80%  and  20%  of  the  general  partners'  interests  in the
Registrant. PPDLP owned 497 limited partner interests at January 1, 1996.

(b) Security ownership of management

The  Registrant  does not have any officers or directors.  The managing  general
partner of the Registrant,  PPDLP, has the exclusive right and full authority to
manage,  control and administer  the  Registrant's  business.  Under the limited
partnership  agreement,  limited  partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions,  including
the removal of the managing  general partner or any other general  partner.  The
Registrant is not aware of any current arrangement or activity which may lead to
such  removal.  The  Registrant is not aware of any officer or director of PPUSA
who beneficially owns limited partnership interests in the Registrant.

(c) Changes in control

On January 1, 1995, PPDLP, a Texas limited partnership, became the sole managing
general  partner of Parker & Parsley 82-I,  Ltd., as a result of the merger into
it of PPDC, a Delaware  corporation,  and an affiliate of PPDLP and the Company,
which previously served as the managing general partner of the Registrant. PPDLP
has, therefore,  succeeded to all of the rights and obligations of PPDC and will
manage and  conduct  the  property,  business  and  affairs  of the  Registrant,
including the development drilling program in which the Registrant participates.

                                       12

<PAGE>



ITEM 13.   Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement,  the Registrant had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:

                                           1995          1994          1993
                                         --------      --------      ---------
    Payment of lease operating and
     supervision charges in accordance
     with standard industry operating
     agreements                          $144,583      $146,503      $ 146,956

    Reimbursement of general and
     administrative expenses             $ 18,418      $ 19,094      $  23,355

    Purchase of oil and gas properties
     and related equipment, at
     predecessor cost                    $    249      $     -       $      -

    Receipt of proceeds for the salvage
     value of retired oil and gas
     equipment                           $     -       $     -       $  37,363

Under the limited partnership agreement,  the general partners,  PPDLP and EMPL,
together pay 10% of Registrant's acquisition,  drilling and completion costs and
25% of its operating and general and administrative  expenses.  In return,  they
are allocated 25% of the  Registrant's  revenues.  Twenty percent of the general
partners'  share of costs and revenues is allocated to EMPL and the remainder is
allocated to PPDLP.  Certain former  affiliates of PPUSA are limited partners of
EMPL.  Also,  see Notes 6 and 10 of Notes to  Financial  Statements  included in
"Item 8.  Financial  Statements  and  Supplementary  Data" below,  regarding the
Registrant's  participation  with the  managing  general  partner in oil and gas
activities of the Registrant.











                                       13

<PAGE>



                                      PART IV


ITEM 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1.  Financial statements

        The following are filed as part of this annual report:

         Independent Auditors' Report

         Balance sheets as of December 31, 1995 and 1994

         Statements of operations for the years ended December 31, 1995,
          1994 and 1993

         Statements of partners' capital for the years ended December 31,
          1995, 1994 and 1993

         Statements of cash flows for the years ended December 31, 1995,
          1994 and 1993

         Notes to financial statements

    2.  Financial statement schedules

          All financial statement schedules have been omitted since the required
          information is in the financial statements or notes thereto, or is not
          applicable nor required.

(b) Reports on Form 8-K

     None.

(c) Exhibits

    The  exhibits  listed  on the  accompanying  index to exhibits  are filed or
    incorporated by reference as part of this annual report.





                                       14

<PAGE>



                                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-I, LTD.

  Dated: March 27, 1996           By:  Parker & Parsley Development L.P.,
                                        Managing General Partner

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


                                       By:  /s/ Scott D. Sheffield
                                          --------------------------------
                                           Scott D. Sheffield, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
  report  has been  signed  below by the  following  persons  on  behalf  of the
  Registrant and in the capacities and on the date indicated.



  /s/ Scott D. Sheffield      President, Chairman of the Board,   March 27, 1996
  ------------------------    Chief Executive Officer and
  Scott D. Sheffield          Director of PPUSA



  /s/ Timothy A. Leach        Executive Vice President            March 27, 1996
  ------------------------    and Director of PPUSA
  Timothy A. Leach



  /s/ Steven L. Beal          Senior Vice President,              March 27, 1996
  ------------------------    Treasurer and Chief
  Steven L. Beal              Financial Officer of PPUSA



  /s/ Mark L. Withrow         Senior Vice President and           March 27, 1996
  ------------------------    Secretary of PPUSA
  Mark L. Withrow




                                       15

<PAGE>






                           INDEPENDENT AUDITORS' REPORT




The Partners
Parker & Parsley 82-I, Ltd.
  (A Texas Limited Partnership):

We have  audited the  financial  statements  of Parker & Parsley  82-I,  Ltd. as
listed in the accompanying  index under Item 14(a).  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Parker & Parsley 82-I, Ltd. as
of December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
changed its method of accounting for the impairment of long-lived assets and for
long-lived  assets  to be  disposed  of in 1995 to adopt the  provisions  of the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long- Lived Assets to Be Disposed Of."


                                           KPMG Peat Marwick LLP


Midland, Texas
March 8, 1996



                                       16

<PAGE>



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

                                  BALANCE SHEETS
                                    December 31


                                                        1995            1994
                                                    -----------     -----------
           ASSETS

  Current assets:
   Cash and cash equivalents, including interes
    bearing deposits of $82,469 in 1995 and
    $101,323 in 1994                                $    83,890     $   101,573
   Accounts receivable - oil and gas sales               62,586          67,204
                                                     ----------      ----------

      Total current assets                              146,476         168,777

  Oil and gas properties - at cost, based on the
   successful efforts accounting method              10,409,464      10,496,709
      Accumulated depletion                          (8,970,229)     (8,879,212)
                                                     ----------      ----------

      Net oil and gas properties                      1,439,235       1,617,497
                                                     ----------      ----------

                                                    $ 1,585,711     $ 1,786,274
                                                     ==========      ==========

  LIABILITIES AND PARTNERS' CAPITAL

  Current liabilities:
   Accounts payable - affiliate                     $    50,057     $    21,635

  Partners' capital:
   Limited partners (4,891 interests)                 1,277,125       1,478,510
   General partners                                     258,529         286,129
                                                     ----------      ----------

                                                      1,535,654       1,764,639
                                                     ----------      ----------

                                                    $ 1,585,711     $ 1,786,274
                                                     ==========      ==========




         The accompanying notes are an integral part of these statements.

                                       17

<PAGE>



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

                             STATEMENTS OF OPERATIONS
                          For the years ended December 31



                                            1995          1994          1993
                                          ---------     ---------    ----------
  Revenues:
   Oil and gas sales                      $ 613,929     $ 636,470    $  778,497
   Interest income                            6,179         3,752         4,550
   Salvage income from equipment
    disposals                                    -            282           156
   Gain on sale of oil and gas
    properties                                1,170            -             -
   Litigation settlement, net                    -             -        458,778
                                           --------      --------     ---------

        Total revenues                      621,278       640,504     1,241,981

  Costs and expenses:
   Production costs                         387,418       380,001       413,665
   Abandoned property costs                      -             -         50,806
   General and administrative expenses       21,267        25,164        26,800
   Depletion                                157,793       133,306       160,559
   Impairment of oil and gas propertie       20,719            -             -
                                           --------      --------     ---------

        Total costs and expenses            587,197       538,471       651,830
                                           --------      --------     ---------

  Net income                              $  34,081     $ 102,033    $  590,151
                                           ========      ========     =========

  Allocation of net income (loss):
   General partners                       $  35,122     $  45,462    $  166,204
                                           ========      ========     =========

   Limited partners                       $  (1,041)    $  56,571    $  423,947
                                           ========      ========     =========

  Net income (loss) per limited
   partnership interest                   $    (.21)    $   11.57    $    86.68
                                           ========      ========     =========



         The accompanying notes are an integral part of these statements.

                                       18

<PAGE>



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

                          STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1993     $  313,317    $1,773,283    $2,086,600

  Distributions                            (182,912)     (619,148)     (802,060)

  Net income                                166,204       423,947       590,151
                                          ---------     ---------     ---------

Partners' capital at December 31, 1993      296,609     1,578,082     1,874,691

  Distributions                             (55,942)     (156,143)     (212,085)

  Net income                                 45,462        56,571       102,033
                                          ---------     ---------     ---------

Partners' capital at December 31, 1994      286,129     1,478,510     1,764,639

  Distributions                             (62,722)     (200,344)     (263,066)

  Net income (loss)                          35,122        (1,041)       34,081
                                          ---------     ---------     ---------

Partners' capital at December 31, 1995   $  258,529    $1,277,125    $1,535,654
                                          =========     =========     =========














         The accompanying notes are an integral part of these statements.

                                       19

<PAGE>



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

                             STATEMENTS OF CASH FLOWS
                          For the years ended December 31


                                              1995         1994         1993
                                            ---------    ---------    ---------
  Cash flows from operating activities:
   Net income                               $  34,081    $ 102,033    $ 590,151
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
     Depletion                                157,793      133,306      160,559
     Impairment of oil and gas properties      20,719           -            -
     Salvage income from equipment
      disposals                                    -          (282)        (156)
     Gain on sale of oil and gas
      properties                               (1,170)          -            -
   Changes in assets and liabilities:
    (Increase) decrease in accounts
     receivable                                 4,618       (5,345)       9,819
    Increase (decrease) in accounts
     payable                                   29,278        8,049       (4,464)
                                             --------     --------     --------
       Net cash provided by operating
        activities                            245,319      237,761      755,909

  Cash flows from investing activities:
   Additions to oil and gas properties         (1,106)          -          (799)
   Proceeds from equipment salvage on
     abandoned property                            -            -        35,645
   Proceeds from sale of oil and gas
    properties                                  1,170           -            -
                                             --------     --------     --------
       Net cash provided by investing
        activities                                 64           -        34,846

  Cash flows from financing activities:
   Cash distributions to partners            (263,066)    (212,085)    (802,060)
                                             --------     --------     --------
  Net increase (decrease) in cash and
   cash equivalents                           (17,683)      25,676      (11,305)
  Cash and cash equivalents at beginning
   of year                                    101,573       75,897       87,202
                                             --------     --------     --------
  Cash and cash equivalents at end
   of year                                  $  83,890    $ 101,573    $  75,897
                                             ========     ========     ========


         The accompanying notes are an integral part of these statements.

                                       20

<PAGE>



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

                           NOTES TO FINANCIAL STATEMENTS
                         December 31, 1995, 1994 and 1993



Note 1.   Organization and nature of operations

     Parker & Parsley 82-I, 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.   Summary of significant accounting policies

     A summary of the significant  accounting policies  consistently  applied in
the preparation of the accompanying financial statements follows:

     Impairment of long-lived  assets - Effective for the fourth quarter of 1995
the  Partnership  adopted 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 ("SFAS 121"). Consequently,  the Partnership
reviews  its  long-lived  assets  to be held  and  used,  including  oil and gas
properties  accounted for under the  successful  efforts  method of  accounting,
whenever  events or  circumstances  indicate  that the  carrying  value of those
assets may not be recoverable. An impairment loss is indicated if the sum of the
expected  future cash flows is less than the carrying  amount of the assets.  In
this circumstance,  the Partnership recognizes an impairment loss for the amount
by which the carrying value of the asset exceeds the fair value of the asset.

     The  Partnership  accounts for  long-lived  assets to be disposed of at the
lower of their carrying  amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.

     Oil and gas properties - The  Partnership  utilizes the successful  efforts
method of accounting for its oil and gas  properties  and equipment.  Under this
method, all costs associated with productive wells and nonproductive development
wells are  capitalized  while  nonproductive  exploration  costs  are  expensed.
Capitalized   costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method on a  property-by-property  basis based on proved oil
(dominant  mineral)  reserves as determined by the engineering staff of Parker &
Parsley  Petroleum  USA, Inc.  ("PPUSA"),  the sole general  partner of Parker &
Parsley Development L.P. ("PPDLP"),  the Partnership's managing general partner,
and reviewed by  independent  petroleum  consultants.  The  carrying  amounts of
properties  sold  or  otherwise  disposed  of and  the  related  allowances  for
depletion are  eliminated  from the accounts and any gain or loss is included in
operations.
                                       21

<PAGE>



     Prior to the adoption of SFAS 121 in the fourth quarter,  the Partnership's
aggregate  oil and gas  properties  were  stated  at cost not in excess of total
estimated future net revenues and the estimated fair value of oil and gas assets
not being depleted.

     Use of estimates in the  preparation of financial  statements - Preparation
of the accompanying  financial  statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reporting  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Net income (loss) per limited partnership  interest - The net income (loss)
per  limited  partnership   interest  is  calculated  by  using  the  number  of
outstanding limited partnership interests.

     Income taxes - A Federal  income tax provision has not been included in the
financial  statements  as the  income  of the  Partnership  is  included  in the
individual Federal income tax returns of the respective partners.

     Statements of cash flows - For purposes of reporting  cash flows,  cash and
cash equivalents include depository accounts held by banks.

     General and administrative  expenses - General and administrative  expenses
are allocated in part to the Partnership by the managing  general partner or its
affiliates.  Such  allocated  expenses are  determined  by the managing  general
partner  based upon its  judgement  of the level of activity of the  Partnership
relative to the managing  general  partner's  activities  and other  entities it
manages.  The method of  allocation  has  varied in certain  years and may do so
again depending on the activities of the managed entities.

     Environmental - The Partnership is subject to extensive federal,  state and
local  environmental  laws and  regulations.  These laws,  which are  constantly
changing,  regulate  the  discharge of materials  into the  environment  and may
require the Partnership to remove or mitigate the  environmental  effects of the
disposal  or release of  petroleum  or  chemical  substances  at various  sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit.  Expenditures  that relate to an existing  condition caused by
past  operations  and  that  have no  future  economic  benefits  are  expensed.
Liabilities  for   expenditures  of  a  noncapital   nature  are  recorded  when
environmental  assessment and/or  remediation is probable,  and the costs can be
reasonably estimated.

Note 3.  Impairment of long-lived assets

     The  Partnership  adopted SFAS 21 effective for the fourth quarter of 1995.
SFAS 121 requires that long-lived  assets held and used by an entity,  including
oil and gas  properties  accounted for under the  successful  efforts  method of
accounting,   be  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Long-lived assets to be disposed of are to be accounted for at the
lower of  carrying  amount or fair value less cost to sell when  management  has

                                       22

<PAGE>



committed  to a  plan  to  dispose  of  the  assets.  All  companies,  including
successful  efforts oil and gas  companies,  are  required to adopt SFAS 121 for
fiscal years beginning after December 15, 1995.

     In order to determine  whether an impairment had occurred,  the Partnership
estimated  the  expected  future  cash flows of its oil and gas  properties  and
compared  such  future  cash  flows to the  carrying  amount  of the oil and gas
properties to determine if the carrying  amount was  recoverable.  For those oil
and gas properties for which the carrying amount  exceeded the estimated  future
cash flows,  an impairment was determined to exist;  therefore,  the Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
as determined by discounting their expected future cash flows at a discount rate
commensurate  with  the  risks  involved  in  the  industry.  As a  result,  the
Partnership  recognized a non-cash  charge of $20,719 related to its oil and gas
properties during the fourth quarter of 1995.

     As of  December  31,  1995,  management  had  not  committed  to  sell  any
Partnership assets.

Note 4.  Income taxes

     The  financial   statement  basis  of  the  Partnership's  net  assets  and
liabilities was $492,560 greater than the tax basis at December 31, 1995.

     The  following  is  a  reconciliation  of  net  income  per  statements  of
operations  with the net income per  Federal  income tax  returns  for the years
ended December 31:
                                          1995           1994           1993
                                        ---------      ---------      ---------

  Net income per statements of
   operations                           $  34,081      $ 102,033      $ 590,151
  Depletion and depreciation
   provisions for tax reporting
   purposes under amounts for
   financial reporting purposes           151,722        123,767        146,057
  Impairment of oil and gas properties
   for financial reporting purposes        20,719             -              -
  Abandonment costs for tax reporting
   purposes under amounts for
   financial reporting purposes                -              -          35,363
  Other, net                                  (86)          (814)         2,272
                                         --------      ---------       --------
       Net income per Federal
        income tax returns              $ 206,436     $  224,986      $ 773,843
                                         ========      =========       ========



                                       23

<PAGE>



Note 5.   Oil and gas producing activities

     The following is a summary of the costs  incurred,  whether  capitalized or
expensed,  related to the Partnership's oil and gas producing activities for the
years ended December 31:
                                       1995           1994           1993
                                    ---------      ---------      ---------
   Property acquisition costs       $     -        $     -        $   2,934
                                     ========       ========       ========
   Development costs                $     250      $     -        $  48,671
                                     ========       ========       ========

     Capitalized oil and gas properties consist of the following:

                                        1995            1994           1993
                                    -----------     -----------    -----------
   Proved properties:
     Property acquisition costs     $   448,668     $   456,246    $   456,246
     Completed wells and equipment    9,960,796      10,040,463     10,040,463
                                     ----------      ----------     ----------
                                     10,409,464      10,496,709     10,496,709
   Accumulated depletion             (8,970,229)     (8,879,212)    (8,746,188)
                                     ----------      ----------     ----------

         Net capitalized costs      $ 1,439,235     $ 1,617,497    $ 1,750,521
                                     ==========      ==========     ==========

     During  1995,  the  Partnership  recognized  a  non-cash  charge of $20,719
associated with the adoption of SFAS 121. See Note 3.

Note 6.  Related party transactions

     Pursuant to the limited  partnership  agreement,  the  Partnership  had the
following  related party  transactions  with the managing general partner or its
affiliates during the years ended December 31:

                                            1995          1994          1993
                                          ---------     ---------     ---------
  Payment of lease operating and
   supervision charges in accordance
   with standard industry operating
   agreements                             $ 144,583     $ 146,503     $ 146,956

  Reimbursement of general and
   administrative expenses                $  18,418     $  19,094     $  23,355

  Purchase of oil and gas properties
   and related equipment, at
   predecessor cost                       $     249     $      -      $      -

  Receipt of proceeds for the salvage
   value of retired oil and gas
   equipment                              $      -      $      -      $  37,363

                                       24

<PAGE>



     PPDLP, P&P Employees 82-I, Ltd. ("EMPL") and the Partnership are parties to
the  Partnership  agreement.  EMPL is a limited  partnership in which PPDLP owns
77.5% and the remaining portion is owned by former  affiliates.  PPDLP owned 497
limited partner interests at January 1, 1995.

     The costs and revenues of the Partnership are allocated as follows:

                                                 General         Limited
                                                 partners        partners
                                                 --------        --------
    Revenues:
     Proceeds from property dispositions prior
       to cost recovery                             10%             90%
     All other Partnership revenues                 25%             75%

    Costs and expenses:
     Lease acquisition costs, drilling and
       completion costs                             10%             90%
     Operating costs, direct costs and general
       and administrative expenses                  25%             75%

Note 7.  Oil and gas information (unaudited)

     The following  table  presents  information  relating to the  Partnership's
estimated  proved oil and gas reserves at December  31, 1995,  1994 and 1993 and
changes in such quantities during the years then ended. All of the Partnership's
reserves  are proved and located  within the United  States.  The  Partnership's
reserves are based on an evaluation  prepared by the engineering  staff of PPUSA
and reviewed by an independent petroleum consultant,  using criteria established
by  the  Securities  and  Exchange  Commission.  Reserve  value  information  is
available  to  limited  partners  pursuant  to the  Partnership  agreement  and,
therefore, is not presented.

                                                 Oil (bbls)       Gas (mcf)
                                                ----------       ----------
   Net proved reserves at January 1, 1993          399,375        1,600,653
   Revisions of estimates of January 1, 1993         5,586          (42,877)
   Production                                      (31,709)        (117,576)
                                                ----------       ----------
   Net proved reserves at December 31, 1993        373,252        1,440,200
   Revisions of estimates of December 31, 1993     (46,824)        (154,774)
   Production                                      (27,699)        (110,979)
                                                ----------       ----------
   Net proved reserves at December 31, 1994        298,729        1,174,447
   Revisions of estimates of December 31, 1994      61,976          222,702
   Production                                      (25,404)        (103,030)
                                                ----------       ----------
   Net proved reserves at December 31, 1995        335,301        1,294,119
                                                ==========       ==========

     The  estimated  present  value of future net  revenues of proved  reserves,
calculated  using December 31, 1995 prices of $19.16 per barrel of oil and $1.97
per mcf of gas, discounted at 10% was approximately  $1,861,000 and undiscounted
was $3,344,000 at December 31, 1995.
                                       25

<PAGE>




     The Partnership  emphasizes that reserve estimates are inherently imprecise
and,  accordingly,  the estimates  are expected to change as future  information
becomes available.

Note 8.  Major customers

     The following table reflects the major customers of the  Partnership's  oil
and gas sales during the years ended December 31:

                                     1995        1994        1993
                                     ----        ----        ----

        Phibro Energy, Inc.           69%         67%         67%
        GPM Gas Corporation            -          16%         17%

     PPDLP  is party to a  long-term  agreement  pursuant  to  which  PPDLP  and
affiliates are to sell to Phibro Energy, Inc. ("Phibro") substantially all crude
oil  (including  condensate)  which any of such entities has the right to market
from time to time.  On  December  29,  1995,  PPDLP and  Phibro  entered  into a
Memorandum of Agreement ("Phibro MOA") that cancels the prior crude oil purchase
agreement between the parties and provides for adjusted terms effective December
1, 1995.  The price to be paid for oil  purchased  under the Phibro MOA is to be
competitive  with prices paid by other  substantial  purchasers in the same area
who are  significant  competitors  of  Phibro.  The  price  to be  paid  for oil
purchased  under the Phibro MOA also  includes a  market-related  bonus that may
vary from month to month based upon spot oil prices at various  commodity  trade
points. The term of the Phibro MOA is through June 30, 1998, and it may continue
thereafter  subject to termination  rights afforded each party.  Although Phibro
was required to post a $16 million letter of credit in connection with purchases
under the prior agreement, it is anticipated that this security requirement will
be replaced by a $25  million  payment  guarantee  by Phibro's  parent  company,
Salomon Inc.  Accounts  receivable-oil  and gas sales included  $36,802 due from
Phibro at December 31, 1995.

Note 9.  Contingencies

     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 Partnership 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  Partnership 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 Partnership, 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.


                                       26

<PAGE>



     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 Partnership 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 Partnership and the other defendants,  as well as Southmark.  Although
PPDLP believes the lawsuit is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation by the court.

     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 yet
to be determined.  Pursuant to their  indemnity  obligations,  the  Partnership,
Southmark,  PPDLP and other original  plaintiffs will  vigorously  pursue appeal
when the final judgment is entered.  Southmark is vigorously pursuing its appeal
of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the Partnership is currently  scheduled for April 29,
1996.

     Legal expenses were incurred during 1989,  1990, 1991, 1992 and 1993 by the
Partnership  and other joint property  owners for  participating  in the lawsuit
pursuant  to the  joint  operating  agreement.  Litigation  settlement  proceeds
received by the Partnership,  less legal expenses incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

     A distribution  of  $91,000,000  was made to the working  interest  owners,
including the Partnership, 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 Partnership) 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 Partnership, 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 Partnership based on
their respective share of revenues from the subject wells (see Note 6).

     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  (see Note 10),  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.

                                       27

<PAGE>




Note 10. Organization and operations

     The Partnership was organized June 1, 1982 as a limited  partnership  under
the Texas  Uniform  Limited  Partnership  Act for the purpose of  acquiring  and
developing oil and gas properties.  The following is a brief summary of the more
significant provisions of the limited partnership agreement:

     General  partners - The general partners of the Partnership at December 31,
     1994 were  PPDC and EMPL.  On  January  1,  1995,  PPDLP,  a Texas  limited
     partnership,  became the managing  general partner of the  Partnership,  by
     acquiring the rights and assuming the  obligations  of PPDC as the managing
     general partner of the  Partnership.  PPDC was merged into PPDLP on January
     1, 1995.  PPDLP's  co-general partner is EMPL. PPDLP acquired PPDC's rights
     and  obligations  as  managing   general  partner  of  the  Partnership  in
     connection  with the merger of PPDC,  P&P  Producing,  Inc.  and  Spraberry
     Development  Corporation into MidPar L.P., which survived the merger with a
     change of name to PPDLP.  PPDLP has the  power  and  authority  to  manage,
     control and administer all Partnership affairs.

     Limited partner  liability - The maximum amount of liability of any limited
     partner is the total  contributions  of such  partner plus his share of any
     undistributed profits.

     Initial  capital   contributions  -  The  limited   partners  entered  into
     subscription  agreements for aggregate capital contributions of $9,782,000.
     During  1985,  the  Partnership  received  a total of  $1,372,500  from its
     limited  partners  in  response  to an  assessment  called  by the  general
     partner.  Additionally,  $650,000 was  contributed by the managing  general
     partner for limited  partnership  interests on unpaid  assessments of which
     $500,000  was paid in 1985 and $150,000 in 1986.  The general  partners are
     required to contribute amounts equal to 10% of Partnership expenditures for
     lease acquisition,  drilling and completion and 25% of direct,  general and
     administrative  and operating  expenses,  and by agreement  must maintain a
     calculated minimum capital balance.







                                       28

<PAGE>


                            PARKER & PARSLEY 82-I, LTD.

                                 INDEX TO EXHIBITS




     The following  documents are  incorporated by reference in response to Item
14(c):

  Exhibit No.                    Description                        Page

  3.1             Agreement of Limited Partnership of Parker          -
                  & Parsley 82-I, Ltd. incorporated by reference
                  to Exhibit 4(e) of Registrant's Registration
                  Statement on Form S-1 (Registration No.
                  2-75503A), as amended on February 4, 1982,
                  the effective date thereof (hereinafter called,
                  the Registration Statement)

  3.2             Amended and Restated Certificate of Limited         -
                  Partnership of Parker & Parsley 82-I, Ltd.
                  incorporated by reference to Exhibit 3.2 of
                  the Registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1983

  4.1             Form of Subscription Agreement and Power            -
                  of Attorney incorporated by reference to
                  Exhibit 4(b) of the Registrant's Registration
                  Statement

  4.2             Specimen Certificate of Limited Partnership         -
                  Interest incorporated by reference to Exhibit
                  4(d) of the Registrant's Registration Statement

99.1 *            Mutual Release and Indemnity Agreement dated
                  May 25, 1993                                        -



                                       29

<PAGE>