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

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 1998


                          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
  $8,593,500.

As of March 8, 1999, 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>



  Parts I and II of this Report contain 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.  See "Item 1.
  Business" for a description of various  factors that could  materially  affect
  the ability of the Partnership to achieve the anticipated results described in
  the forward looking statements.

                                     PART I
  ITEM 1.     Business

  Parker & Parsley  82-I,  Ltd.  (the  "Partnership")  is a limited  partnership
  organized  in 1982  under the laws of the State of Texas.  On August 8,  1997,
  Pioneer  Natural  Resources  USA,  Inc.  ("Pioneer  USA")  became the managing
  general partner of the Partnership,  joining the existing general partner, P&P
  Employees  82-I,  Ltd.  ("EMPL"),  a Texas limited  partnership  whose general
  partner is Pioneer USA, and 4,891 limited partnership interests as of March 8,
  1999. Prior to August 8, 1997, the Partnership's  managing general partner and
  the general partner of EMPL was Parker & Parsley Development L.P. ("PPDLP"), a
  wholly-owned  subsidiary  of Parker & Parsley  Petroleum  Company  ("Parker  &
  Parsley"). On August 7, 1997, Parker & Parsley and Mesa Inc. ("Mesa") received
  shareholder  approval to merge and create Pioneer  Natural  Resources  Company
  ("Pioneer").  On August 8, 1997, PPDLP was merged with and into Pioneer USA, a
  wholly-owned  subsidiary  of Pioneer,  resulting  in Pioneer USA  becoming the
  managing general partner of the Partnership and the general partner of EMPL as
  PPDLP's successor by merger.  For a more complete  description of the Parker &
  Parsley and Mesa merger, see Pioneer's  Registration  Statement on Form S-4 as
  filed with the Securities and Exchange Commission.

  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 Partnership,  the first partnership formed under
  such registration statement, was closed, with interests aggregating $9,782,000
  being sold to 624 subscribers.

  The Partnership 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 Partnership's revenue,
  income and identifiable assets.

  The principal markets during 1998 for the oil produced by the Partnership were
  refineries  and oil  transmission  companies  that  have  facilities  near the
  Partnership's  oil  producing  properties.   The  principal  markets  for  the
  Partnership's  gas  were  companies  that  have  pipelines  located  near  the
  Partnership's gas producing properties. Of the Partnership's total oil and gas
  revenues for 1998,  approximately  65%, 13% and 10%were  attributable to sales
  made  to  Genesis  Crude  Oil,  L.P.,  GPM Gas  Corporation  and  Western  Gas
  Resources, Inc., respectively.
                                        2

<PAGE>



  The Partnership's revenues, profitability, cash flow and future rate of growth
  are  highly  dependent  on the  prevailing  prices  of oil and gas,  which are
  affected by numerous  factors beyond the  Partnership's  control.  Oil and gas
  prices historically have been very volatile. A substantial or extended decline
  in the  prices  of oil or gas  could  have a  material  adverse  effect on the
  Partnership's  revenues,  profitability and cash flow and could, under certain
  circumstances,   result  in  a  reduction  in  the   carrying   value  of  the
  Partnership's oil and gas properties.

  Because of the demand for oil and gas, the  Partnership  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 Partnership's  gas producing  properties.
  The Partnership 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 Partnership
  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 Partnership cannot predict what, if any, effect
  these environmental regulations may have on its current or future operations.

  The  Partnership  does not have any employees of its own.  Pioneer USA employs
  818 persons, many of whom dedicated a part of their time to the conduct of the
  Partnership's  business  during the  period  for which  this  report is filed.
  Pioneer USA supplies all management functions.

  Numerous  uncertainties exist in estimating  quantities of proved reserves and
  future net revenues  therefrom.  The estimates of proved  reserves and related
  future net revenues set forth in this report are based on various assumptions,
  which may ultimately prove to be inaccurate.  Therefore, such estimates should
  not be construed as estimates of the current market value of the Partnership's
  proved reserves.

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

  ITEM 2.     Properties

  The  Partnership'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  Partnership,

                                        3

<PAGE>



  resulting in the Partnership's participation in the drilling of 34 oil and gas
  wells.  There were six dry holes from previous periods,  two wells plugged and
  abandoned and nine wells sold. At December 31, 1998, 17 wells were producing.

  For information  relating to the  Partnership's  estimated  proved oil and gas
  reserves at December  31, 1998,  1997 and 1996 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 Pioneer USA with a review by
  Williamson Petroleum Consultants, Inc., an independent petroleum consultant.

  ITEM 3.     Legal Proceedings

  The  Partnership  from time to time is a party to  various  legal  proceedings
  incidental  to  its  business  involving  claims  in oil  and  gas  leases  or
  interests,  other  claims for  damages in amounts  not in excess of 10% of its
  current  assets  and  other  matters,  none of which  Pioneer  believes  to be
  material to the Partnership.

  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 1998.

                                        4

<PAGE>


                                     PART II

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

  At March 8, 1999, the Partnership had 4,891  outstanding  limited  partnership
  interests held of record by 612  subscribers.  There is no established  public
  trading  market  for the  limited  partnership  interests.  Under the  limited
  partnership  agreement,  Pioneer USA 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 Partnership's obligations are distributed to the partners
  at least  quarterly  in  accordance  with the limited  partnership  agreement.
  During the years ended  December 31, 1998 and 1997,  distributions  of $95,712
  and $231,378, 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:
<TABLE>
                                1998        1997         1996          1995         1994      
                             ---------   ----------   ----------    ----------   ----------
<S>                          <C>         <C>          <C>           <C>          <C>
Operating results:
  Oil and gas sales          $ 392,883   $  608,207   $  710,173    $  613,929   $  636,470
                              ========    =========    =========     =========    =========
  Litigation settlement, net $     -     $      -     $   43,618    $      -     $      -  
                              ========    =========    =========     =========    =========
  Impairment of oil and
    gas properties           $ 294,610   $  165,201   $    2,277    $   20,719   $      -  
                              ========    =========    =========     =========    =========
  Net income (loss)          $(563,993)  $  (60,847)  $  312,582    $   34,081   $  102,033
                              ========    =========    =========     =========    =========
  Allocation of net
   income (loss):
     General partners        $ (49,472)  $   31,736   $   92,811    $   35,122   $   45,462
                              ========    =========    =========     =========    =========
     Limited partners        $(514,521)  $  (92,583)  $  219,771    $   (1,041)  $   56,571
                              ========    =========    =========     =========    =========
  Limited partners' net in-
   come (loss) per limited
   partnership interest      $ (105.20)  $   (18.93)  $    44.93    $     (.21)  $    11.57
                              ========    =========    =========     =========    =========
  Limited partners' cash
   distributions per
   limited partnership
   interest                  $   19.57   $    47.31   $    51.40(a) $    40.96   $    31.92
                              ========    =========    =========     =========    =========
At year end:
  Total assets               $ 474,528   $1,158,135   $1,526,765    $1,585,711   $1,786,274
                              ========    =========    =========     =========    =========
</TABLE>
---------------
(a)  Including litigation settlement per limited partnership interest of $6.96
     in 1996.
                                        5

<PAGE>



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

  Results of operations

  1998 compared to 1997

  The  Partnership's  1998 oil and gas revenues  decreased  35% to $392,883 from
  $608,207 in 1997. The decrease in revenues  resulted from lower average prices
  received. In 1998, 19,150 barrels of oil, 6,748 barrels of natural gas liquids
  ("NGLs") and 48,971 mcf of gas were sold, or 34,060 barrel of oil  equivalents
  ("BOEs"). In 1997, 20,742 barrels of oil, 2,902 barrels of NGLs and 66,728 mcf
  of gas were sold, or 34,765 BOEs.  Due to the decline  characteristics  of the
  Partnership's oil and gas properties,  management  expects a certain amount of
  decline in  production  in the  future  until the  Partnership's  economically
  recoverable reserves are fully depleted.

  Consistent with the managing general partner, the Partnership has historically
  accounted for processed natural gas production as wellhead production on a wet
  gas basis.  Effective September 30, 1997, as a result of the merger with Mesa,
  the managing  general  accounts for  processed  natural gas  production in two
  components: natural gas liquids and dry residue gas. As a result of the change
  in the managing  general  partner's  policy,  the Partnership now accounts for
  processed  natural gas  production  as  processed  natural gas liquids and dry
  residue gas. Consequently, separate product volumes will not be comparable for
  periods prior to September 30, 1997. Also, prices for gas products will not be
  comparable  as the price per mcf for natural  gas for the year ended  December
  31, 1998 is the price  received  for dry residue gas and the price per mcf for
  natural gas produced  prior to October  1997 was  presented as a price for wet
  gas (i.e., natural gas liquids combined with dry residue gas).

  The average  price  received per barrel of oil decreased  $6.36,  or 32%, from
  $19.68 in 1997 to $13.32 in 1998.  The average  price  received  per barrel of
  NGLs  decreased  $5.14,  or 42%,  from  $12.34  in 1997 to $7.20 in 1998.  The
  average  price  received  per mcf of gas  decreased  26% from $2.46 in 1997 to
  $1.82 in 1998. 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 in 1998.

  A gain on disposition  of assets of $199 was recognized  during 1998 from post
  closing  adjustments  received from the sale of eight oil and gas wells during
  1997. A gain on  disposition  of assets of $3,621  recognized  during 1997 was
  comprised of $3,174 in equipment  credits received on two fully depleted wells
  and a $447 gain from the sale of eight oil and gas wells.

  Total costs and expenses increased in 1998 to $961,319 as compared to $678,703
  in 1997,  an increase of $282,616,  or 42%. The increase was  primarily due to
  increases in depletion and the impairment of oil and gas properties, offset by
  declines in general and administrative expenses ("G&A") and production costs.

                                        6

<PAGE>


  Production  costs were  $336,406 in 1998 and $339,942 in 1997,  resulting in a
  $3,536  decrease.  The decrease was due to a decline in  production  taxes and
  lease operating expenses due to the sale of eight oil and gas wells during the
  fourth  quarter  of 1997,  offset by an  increase  in well  maintenance  costs
  incurred in an effort to stimulate well production.

  G&A's components are independent  accounting and engineering fees and managing
  general  partner  personnel  and  operating  costs.  During this  period,  G&A
  decreased,  in  aggregate,  35% from  $22,386 in 1997 to $14,542 in 1998.  The
  Partnership  paid the managing  general partner $11,786 in 1998 and $18,246 in
  1997 for G&A incurred on behalf of the Partnership. G&A is allocated, in part,
  to the Partnership 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  Partnership  relative  to the  managing  general
  partner's  activities and other entities it manages.  The method of allocation
  has been  consistent  over the past several  years with certain  modifications
  incorporated to reflect changes in Pioneer USA's overall business activities.

  In  accordance  with  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"),  the managing  general  partner  reviews the
  Partnership's  oil  and gas  properties  for  impairment  whenever  events  or
  circumstances  indicate a decline in the  recoverability of the carrying value
  of the  Partnership's  assets may have occurred.  Declining  commodity  prices
  prompted  impairment  reviews in 1998 and 1997.  As a result of the review and
  evaluation of its long-lived assets for impairment, the Partnership recognized
  non-cash  charges  of  $294,610  and  $165,201  related  to its  oil  and  gas
  properties during 1998 and 1997, respectively.

  Depletion was $315,761 in 1998 compared to $151,174 in 1997,  representing  an
  increase of $164,587. This increase was the result of a combination of factors
  that  included  a decline  in  proved  reserves  during  1998 due to the lower
  commodity  prices,  offset by a reduction in the  Partnership's net depletable
  basis from charges taken in accordance with SFAS 121 during the fourth quarter
  of 1997 and a  reduction  in oil  production  of 1,592  barrels for the period
  ended December 31, 1998 compared to the same period in 1997.

  1997 compared to 1996

  The  Partnership's  1997 oil and gas revenues  decreased  14% to $608,207 from
  $710,173  in  1996.  The  decrease  in  revenues  resulted  from  declines  in
  production and lower average prices received.  In 1997, 20,742 barrels of oil,
  2,902  barrels of NGLs and 66,728 mcf of gas were  sold,  or 34,765  BOEs.  In
  1996, 22,544 barrels of oil and 85,404 mcf of gas were sold, or 36,778 BOEs.

  Consistent with the managing general partner, the Partnership has historically
  accounted for processed natural gas production as wellhead production on a wet
  gas basis.  As is described above in "Results of Operations - 1998 compared to
  1997", the Partnership  changed its method of accounting for processed natural
  gas to a dry gas  basis in the  fourth  quarter  of 1997.  As a result of this
  change,  the Partnership now accounts for processed  natural gas production as
  processed natural gas liquids and dry residue gas. Consequently, 1997 and 1996
  separate product volumes are not comparable.

                                        7

<PAGE>


  The decreases in production  volumes were  primarily due to the normal decline
  characteristics of the Partnership's oil and gas properties.

  The average  price  received per barrel of oil decreased  $2.27,  or 10%, from
  $21.95 in 1996 to $19.68 in 1997.  The average  price  received  per barrel of
  NGLs  during  1997 was  $12.34.  The  average  price  received  per mcf of gas
  decreased from $2.52 in 1996 to $2.46 in 1997.

  As is described in "Results of  Operations - 1998  compared to 1997",  gain on
  disposition  of assets of $3,621 was  recognized  during  1997 from  equipment
  credits received on two fully depleted wells plugged and abandoned in 1997 and
  a gain on the sale of oil and gas wells.

  On April 29,  1996,  Southmark  Corporation,  Pioneer USA and the  Partnership
  entered  into a final $7.4  million  settlement  agreement  with Jack N. Price
  resolving all outstanding  litigation between the parties. As a result, all of
  the pending  lawsuits and judgments have been dismissed,  the supersedeas bond
  released,  and the Reserve  released as collateral.  On June 28, 1996, a final
  distribution was made to the working interest owners of $43,618 which included
  $34,033, or $6.96 per limited partnership interest, to the Partnership and its
  partners.

  Total costs and expenses increased in 1997 to $678,703 as compared to $446,662
  in 1996,  an increase of $232,041,  or 52%. The increase was  primarily due to
  increases  in  the  impairment  of  oil  and  gas  properties,  depletion  and
  production costs, offset by a decrease in G&A.

  Production  costs were  $339,942 in 1997 and $316,410 in 1996,  resulting in a
  $23,532  increase,  or 7%.  The  increase  was  due  to an  increase  in  well
  maintenance costs.

  During this period,  G&A decreased,  in aggregate,  5% from $23,688 in 1996 to
  $22,386 in 1997. The Partnership  paid the managing general partner $18,246 in
  1997 and $21,308 in 1996 for G&A incurred on behalf of the Partnership.

  The Partnership recognized non-cash SFAS 121 impairment provisions of $165,201
  and $2,277  related to its  proved  oil and gas  properties  during the fourth
  quarters of 1997 and 1996, respectively.

  Depletion was $151,174 in 1997 compared to $104,287 in 1996,  representing  an
  increase of $46,887,  or 45%. This increase was the result of a decline in oil
  reserves during 1997 due to the lower commodity prices.

  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  Partnership.  During 1998, 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  increased
  (effective  April 1, 1998)  10.3%.  The 1997 annual  change in average  weekly
  earnings  increased  by 2%.  The 1996  index  increased  4.1%.  The  impact of
  inflation  for other  lease  operating  expenses  is small due to the  current
  economic condition of the oil industry.

                                        8

<PAGE>



  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.  During 1998,  the price per
  barrel  for  oil  production   similar  to  the   Partnership's   ranged  from
  approximately  $9.50 to $15.50.  During most of 1997 and 1996, the Partnership
  benefitted  from higher oil prices as compared  to  previous  years.  However,
  during the fourth  quarter of 1997, oil prices began a downward trend that has
  continued  into March 1999. On March 8, 1999,  the market price for West Texas
  intermediate  crude was $11.00  per  barrel.  A  continuation  of the  current
  commodity  price  environment  will continue to have an adverse  effect on the
  Partnership's revenues, operating cash flow and distributions and could result
  in additional decreases in the carrying value of the Partnership's oil and gas
  properties.

  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.

  Liquidity and capital resources

  Net Cash Provided by Operating Activities

  Net cash provided by operating  activities  decreased $209,294 during the year
  ended  December  31, 1998 from 1997.  This  decrease  was  primarily  due to a
  decline in oil and gas sales  receipts,  offset by a decline  in G&A  expenses
  paid.

  Net Cash Provided by Investing Activities

  The  Partnership's  principle  investing  activities during 1998 and 1997 were
  related to the  replacement  of oil and gas  equipment  on various oil and gas
  properties.

  Proceeds from asset dispositions of $14,397 were received during 1998 from the
  sale of properties during 1997. During 1997,  $18,068 were received,  of which
  $14,198 was received  from the sale of eight oil and gas wells,  $696 from the
  disposal of oil and gas  equipment on one fully  depleted well included in the
  sale and $3,174 from the  disposal of  equipment  on one fully  depleted  well
  plugged and abandoned during 1997.

  Net Cash Used in Financing Activities

  Cash was sufficient in 1998 for  distributions  to the partners of $116,427 of
  which  $20,715  was  distributed  to the general  partners  and $95,712 to the
  limited  partners.  In 1997,  cash was  sufficient  for  distributions  to the
  partners of $306,509 of which $75,131 was distributed to the general  partners
  and $231,378 to the limited partners.

  The  current   commodity  price   environment  will  continue  to  impact  the
  distributions and could result in limited or no distributions to the partners.

                                        9

<PAGE>

  Year 2000 Project Readiness

  Historically,  many computer  programs have been  developed  that use only the
  last two  digits  in a date to refer to a year.  As the year 2000  nears,  the
  inability of such computer  programs and embedded  technologies to distinguish
  between  "1900"  and  "2000"  has  given  rise  to the  "Year  2000"  problem.
  Theoretically,  such  computer  programs  and  related  technology  could fail
  outright or communicate  inaccurate data, if not remediated or replaced.  With
  the  proliferation  of  electronic  data  interchange,  the Year 2000  problem
  represents a  significant  exposure to the entire global  community,  the full
  extent of which cannot be accurately assessed.

  In proactive  response to the Year 2000 problem,  the managing general partner
  established  a "Year  2000"  project to assess,  to the extent  possible,  the
  Partnership's and the managing general  partner's  internal Year 2000 problem;
  to take remedial actions  necessary to minimize the Year 2000 risk exposure to
  the managing  general partner and  significant  third parties with whom it has
  data interchange; and, to test its systems and processes once remedial actions
  have been taken.  The managing  general partner has contracted with IBM Global
  Services  to  perform  the  assessment  and  remedial  phases of its Year 2000
  project.

  The assessment phase of the managing general partner's Year 2000 project is at
  varying  stages of completion  as it pertains to  information  technology  and
  non-information  technology  applications  and  systems in the United  States,
  Canada and Argentina.  As of December 31, 1998, the managing  general  partner
  estimates  that the  assessment  phase is  approximately  86%  complete,  on a
  worldwide  basis,  and has  included,  but is not  limited  to, the  following
  procedures:

  o    the identification  of necessary remediation,  upgrade and/or replacement
       of existing information technology applications and systems;

  o    the  assessment  of  non-information   technology   exposures,   such  as
       telecommunications  systems,  security  systems,  elevators  and  process
       control equipment;

  o    the  initiation  of inquiry and  dialogue  with  significant  third party
       business partners, customers and suppliers in an effort to understand and
       assess their Year 2000  problems,  readiness and potential  impact on the
       managing general partner and its Year 2000 problem;

  o    the   implementation  of  processes   designed  to  reduce  the  risk  of
       reintroduction  of Year 2000 problems into the managing general partner's
       systems and business processes; and,

  o    the formulation  of contingency  plans for  mission-critical  information
       technology systems.

  The managing  general partner expects to complete the assessment  phase of its
  Year 2000 project by the end of the first quarter of 1999 but is being delayed
  by limited responses received on inquiries made of third party businesses.  To
  date, the managing general partner has distributed Year 2000 problem inquiries
  to over 500 entities and has received  responses to approximately 37% of those
  inquiries.
                                       10

<PAGE>


  The remedial phase of the managing general partner's Year 2000 project is also
  at  varying  stages  of  completion  as it  pertains  to  the  remediation  of
  information technology and non-information technology applications and systems
  in the United  States,  Canada and  Argentina.  As of December 31,  1998,  the
  managing  general partner  estimates that the remedial phase is  approximately
  54% complete,  on a worldwide basis,  subject to the continuing results of the
  third party inquiry  assessments and the testing phase. The remedial phase has
  included the upgrade and/or  replacement of certain  application  and hardware
  systems.  The managing general partner has upgraded its Artesia general ledger
  accounting  systems  through  remedial  coding and is  currently  testing this
  system for Year 2000 compliance. The remediation of non-information technology
  is expected to be completed during July 1999. The managing  general  partner's
  Year 2000 remedial actions have not  significantly  delayed other  information
  technology projects or upgrades.

  The testing phase of the managing  general  partner's  Year 2000 project is on
  schedule.  The managing general partner expects to complete the testing of the
  Artesia  system  upgrades by March 1999 and all other  information  technology
  systems and  non-information  technology  remediation  by the end of the third
  quarter of 1999.

  The managing  general partner expects that its total costs related to the Year
  2000  problem will  approximate  $3.6  million,  of which  approximately  $500
  thousand  will  have  been  incurred  to  replace  non-compliant   information
  technology  systems.  The managing  general partner intends to use its working
  capital to pay for the costs of the Year 2000  projects.  As of  December  31,
  1998,  the managing  general  partner's  total costs incurred on the Year 2000
  problem were $1.8  million,  of which $200  thousand  were incurred to replace
  non-compliant systems. The managing general partner will allocate a portion of
  the  costs  of  the  Year  2000  programming  charges  to the  Partnership  in
  accordance  with the general  and  administration  allocation.  (See Note 2 of
  Notes to Financial  Statements  included in "Item 8. Financial  Statements and
  Supplementary Data".)

  The risks associated with the Year 2000 problem are significant.  A failure to
  remedy a critical Year 2000 problem could have a materially  adverse affect on
  the  Partnership's  results of operations  and financial  condition.  The most
  likely worst case scenario which may be encountered as a result of a Year 2000
  problem could include  information and  non-information  system failures,  the
  receipt or  transmission  of erroneous  data,  lost data or a  combination  of
  similar  problems of a magnitude  that cannot be  accurately  assessed at this
  time.

  In the assessment phase of the managing  general  partner's Year 2000 project,
  contingency   plans  are  being   designed  to  mitigate   the   exposures  to
  mission-critical  information  technology  systems,  such as oil and gas sales
  receipts, vendor and royalty cash distributions, debt compliance,  accounting,
  and employee  compensation.  Such  contingency  plans anticipate the extensive
  utilization  of  third-party  data  processing  services,   personal  computer
  applications  and the  substitution  of courier and mail  services in place of
  electronic data interchange.  Given the  uncertainties  regarding the scope of
  the Year 2000 problem and the compliance of significant  third parties,  there
  can be no assurance that contingency plans will have anticipated all Year 2000
  scenarios.
                                       11

<PAGE>





  ITEM 8.     Financial Statements and Supplementary Data


                          Index to Financial Statements

                                                                      Page
  Financial Statements of Parker & Parsley 82-I, Ltd:
    Independent Auditors' Report - Ernst & Young LLP................    13
    Independent Auditors' Report - KPMG LLP.........................    14
    Balance Sheets as of December 31, 1998 and 1997.................    15
    Statements of Operations for the Years Ended December 31,
      1998, 1997 and 1996...........................................    16
    Statements of Partners' Capital for the Years Ended
      December 31, 1998, 1997 and 1996..............................    17
    Statements of Cash Flows for the Years Ended December 31,
      1998, 1997 and 1996...........................................    18
    Notes to Financial Statements...................................    19


                                       12

<PAGE>





                          INDEPENDENT AUDITORS' REPORT



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

  We have  audited  the  balance  sheet of Parker &  Parsley  82-I,  Ltd.  as of
  December 31, 1998, and the related statements of operations, partners' capital
  and cash flows for the year then ended.  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 audit.

  We  conducted  our  audit  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 audit provides 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, 1998,  and the results of its operations and its cash flows
  for the year then  ended in  conformity  with  generally  accepted  accounting
  principles.




                                                  Ernst & Young LLP


  Dallas, Texas
  March 15, 1999


                                       13

<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 of
  December 31, 1997, and the related statements of operations, partners' capital
  and cash flows for the years ended December 31, 1997 and 1996. 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, 1997,  and the results of its operations and its cash flows
  for the years ended  December 31, 1997 and 1996, in conformity  with generally
  accepted accounting principles.



                                                     KPMG LLP


  Midland, Texas
  March 20, 1998


                                       14

<PAGE>



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

                                 BALANCE SHEETS
                                   December 31



                                                      1998          1997      
                                                  -----------   -----------
                  ASSETS

  Current assets:
    Cash                                          $    44,427   $    83,286
    Accounts receivable:
         Oil and gas sales                             36,699        63,698
         Other                                            -          14,198
                                                   ----------    ----------
              Total current assets                     81,126       161,182
                                                   ----------    ----------
  Oil and gas properties - at cost, based on the
    successful efforts accounting method            9,885,470     9,878,650
  Accumulated depletion                            (9,492,068)   (8,881,697)
                                                   ----------    ----------
              Net oil and gas properties              393,402       996,953
                                                   ----------    ----------
                                                  $   474,528   $ 1,158,135
                                                   ==========    ==========

  LIABILITIES AND PARTNERS' CAPITAL

  Current liabilities:
    Accounts payable - affiliate                  $    12,288   $    15,475

  Partners' capital:
    General partners                                  150,932       221,119
    Limited partners (4,891 interests)                311,308       921,541
                                                   ----------    ----------
                                                      462,240     1,142,660
                                                   ----------    ----------
                                                  $   474,528   $ 1,158,135
                                                   ==========    ==========


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

                                       15

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                         For the years ended December 31




                                                 1998        1997        1996
                                              ---------   ---------   ---------
  Revenues:
      Oil and gas                             $ 392,883   $ 608,207   $ 710,173
      Interest                                    4,244       6,028       5,453
      Gain on disposition of assets                 199       3,621         -
      Litigation settlement                         -           -        43,618
                                               --------    --------    --------
                                                397,326     617,856     759,244
                                               --------    --------    --------
  Costs and expenses:
      Oil and gas production                    336,406     339,942     316,410
      General and administrative                 14,542      22,386      23,688
      Impairment of oil and gas properties      294,610     165,201       2,277
      Depletion                                 315,761     151,174     104,287
                                               --------    --------    --------
                                                961,319     678,703     446,662
                                               --------    --------    --------
  Net income (loss)                           $(563,993)  $ (60,847)  $ 312,582
                                               ========    ========    ========
  Allocation of net income (loss):
      General partners                        $ (49,472)  $  31,736   $  92,811
                                               ========    ========    ========
      Limited partners                        $(514,521)  $ (92,583)  $ 219,771
                                               ========    ========    ========
  Net income (loss) per limited partnership
      interest                                $ (105.20)  $  (18.93)  $   44.93
                                               ========    ========    ========


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

                                       16

<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL




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

  Partners' capital at January 1, 1996    $  258,529   $1,277,125   $1,535,654
    Distributions                            (86,826)    (251,394)    (338,220)
    Net income                                92,811      219,771      312,582
                                           ---------    ---------    ---------
  Partners' capital at December 31, 1996     264,514    1,245,502    1,510,016
    Distributions                            (75,131)    (231,378)    (306,509)
    Net income (loss)                         31,736      (92,583)     (60,847)
                                           ---------    ---------    ---------
  Partners' capital at December 31, 1997     221,119      921,541    1,142,660
    Distributions                            (20,715)     (95,712)    (116,427)
    Net loss                                 (49,472)    (514,521)    (563,993)
                                           ---------    ---------    ---------
  Partners' capital at December 31, 1998  $  150,932   $  311,308   $  462,240
                                           =========    =========    =========



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

                                       17

<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                         For the years ended December 31


                                                1998        1997       1996
                                             ---------   ---------   ---------
  Cash flows from operating activities:
    Net income (loss)                        $(563,993)  $ (60,847)  $ 312,582
    Adjustments to reconcile net income
     (loss) to net cash provided by
     operating activities:
       Impairment of oil and gas properties    294,610     165,201       2,277
       Depletion                               315,761     151,174     104,287
       Gain on disposition of assets              (199)     (3,621)        -
    Changes in assets and liabilities:
     Accounts receivable                        26,999      28,652     (43,962)
     Accounts payable                           (3,187)     (1,274)    (34,164)
                                              --------    --------    --------
            Net cash provided by operating
              activities                        69,991     279,285     341,020
                                              --------    --------    --------
  Cash flows from investing activities:
    Additions to oil and gas properties         (6,820)     (2,089)        -
    Proceeds from asset dispositions            14,397      18,068       7,841
                                              --------    --------    --------
            Net cash provided by investing
              activities                         7,577      15,979       7,841
                                              --------    --------    ---------
  Cash flows from financing activities:
    Cash distributions to partners            (116,427)   (306,509)   (338,220)
                                              --------    --------    --------
  Net increase (decrease) in cash              (38,859)    (11,245)     10,641
  Cash at beginning of year                     83,286      94,531      83,890
                                              --------    --------    --------
  Cash at end of year                        $  44,427   $  83,286   $  94,531
                                              ========    ========    ========



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

                                       18

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1998, 1997 and 1996

  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.  On August 8,  1997,
  Pioneer  Natural  Resources  USA,  Inc.  ("Pioneer  USA")  became the managing
  general partner of the Partnership,  joining the existing general partner, P&P
  Employees  82-I,  Ltd.  ("EMPL"),  a Texas limited  partnership  whose general
  partner is Pioneer USA, and 4,891 limited partnership interests as of March 8,
  1999. Prior to August 8, 1997, the Partnership's  managing general partner and
  the general partner of EMPL was Parker & Parsley Development L.P. ("PPDLP"), a
  wholly-owned  subsidiary  of Parker & Parsley  Petroleum  Company  ("Parker  &
  Parsley").  On  August  7,  1997,  Parker &  Parsley  and Mesa  Inc.  received
  shareholder  approval to merge and create Pioneer  Natural  Resources  Company
  ("Pioneer").  On August 8, 1997, PPDLP was merged with and into Pioneer USA, a
  wholly-owned  subsidiary  of Pioneer,  resulting  in Pioneer USA  becoming the
  managing general partner of the Partnership and the general partner of EMPL as
  PPDLP's successor by merger.

       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:

       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
  Pioneer USA,  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.

       Impairment  of  long-lived  assets  - In  accordance  with  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"),
  the  Partnership  reviews  its  long-lived  assets  to be held  and used on an
  individual  property  basis,  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

                                       19

<PAGE>

  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 amount of the asset exceeds the estimated fair value of the
  asset.

       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
  includes 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 been  consistent  over the past several
  years with certain  modifications  incorporated  to reflect changes in Pioneer
  USA's overall business activities.

       Reclassifications - Certain  reclassifications  may have been made to the
  1997 and 1996 financial  statements to conform to the 1998 financial statement
  presentation.

       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.  Such  liabilities  are  generally  undiscounted
  unless the timing of cash payments for the liability or component are fixed or
  reliably  determinable.  No such  liabilities have been accrued as of December
  31, 1998.

       Revenue  recognition - The Partnership  uses the  entitlements  method of
  accounting for crude oil and natural gas revenues.

                                       20

<PAGE>


       Reporting  comprehensive  income  -  Statement  of  Financial  Accounting
  Standards  No.  130,   "Reporting   Comprehensive  Income"  ("SFAS  No.  130")
  establishes  standards  for  the reporting and display of comprehensive income
  (loss)  and its  components  in  a  full  set  of  general  purpose  financial
  statements.   Comprehensive income (loss) includes net income (loss) and other
  comprehensive  income  (loss).    The  Partnership   has  no  items  of  other
  comprehensive income (loss),  as defined by  SFAS  No. 130.  Consequently, the
  provisions of SFAS No. 130 do not apply to the Partnership.

  Note 3.     Impairment of long-lived assets

       In accordance with SFAS 121, the  Partnership  reviews its proved oil and
  gas properties for impairment  whenever  events and  circumstances  indicate a
  decline in the  recoverability  of the carrying value of the Partnership's oil
  and gas  properties.  Based upon a decline in the  Partnership's  outlook  for
  future  commodity  prices,  the  Partnership has estimated the expected future
  cash flows of its oil and gas  properties  as of December 31,  1998,  1997 and
  1996, and compared such estimated future cash flows to the respective carrying
  amount of the oil and gas properties to determine if the carrying amounts were
  likely to be  recoverable.  For those proved 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  non-cash  impairment  provisions of $294,610,  $165,201 and $2,277
  related to its  proved  oil and gas  properties  during  1998,  1997 and 1996,
  respectively.

  Note 4.     Income taxes

       The  financial  statement  basis  of the  Partnership's  net  assets  and
  liabilities was $549,986 less than the tax basis at December 31, 1998.

       The following is a reconciliation  of net income (loss) per statements of
  operations  with the net income per  Federal  income tax returns for the years
  ended December 31:
                                                 1998       1997        1996
                                              ---------   ---------   ---------
  Net income (loss) per statements of
    operations                                $(563,993)  $ (60,847)  $ 312,582
  Depletion and depreciation provisions for
    tax reporting purposes less than amounts
    for financial reporting purposes            312,201     150,206     100,718
  Impairment of oil and gas properties for
    financial reporting purposes                294,610     165,201       2,277
  Gain on disposition of assets                    (116)     14,447       7,232
  Other, net                                        786      (6,327)        659
                                               --------    --------    --------
            Net income per Federal
              income tax returns              $  43,488   $ 262,680   $ 423,468
                                               ========    ========    ========

                                       21

<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:
                                            1998         1997        1996      
                                         ---------    ---------   ---------
       Development costs                 $   6,820    $   1,855   $  (6,985)
                                          ========     ========    ========

       Capitalized oil and gas properties consist of the following:

                                                 1998            1997      
                                              -----------    -----------
     Proved properties:
       Property acquisition costs             $   360,899    $   360,899
       Completed wells and equipment            9,524,571      9,517,751
                                               ----------     ----------
                                                9,885,470      9,878,650
     Accumulated depletion                     (9,492,068)    (8,881,697)
                                               ----------     ----------
            Net capitalized costs             $   393,402    $   996,953
                                               ==========     ==========

  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:
                                                   1998       1997       1996
                                                 --------   --------   --------
   Payment of lease operating and supervision
     charges in accordance with standard
     industry operating agreements               $150,391   $146,626   $137,520

   Reimbursement of general
     and administrative expenses                 $ 11,786   $ 18,246   $ 21,308

       Pioneer  USA,  EMPL and the  Partnership  are parties to the  Partnership
  agreement.  EMPL is a limited  partnership in which Pioneer USA owns 77.5% and
  the remaining portion is owned by former affiliates. In addition,  Pioneer USA
  owned 594 limited partner interests at January 1, 1999.

 
                                       22

<PAGE>



      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, 1998, 1997 and 1996 and
  changes in such quantities during the years then ended. Due to a change in the
  accounting  policy of the managing  general  partner in 1997, the  Partnership
  began  accounting  for processed  natural gas  production  in two  components:
  processed natural gas liquids ("NGLs") and dry residue gas. NGLs are reflected
  in "Oil and NGLs" in the table below.  All of the  Partnership's  reserves are
  proved  developed  and located  within the United  States.  The  Partnership's
  reserves  are based on an  evaluation  prepared  by the  engineering  staff of
  Pioneer  USA and  reviewed  by  Williamson  Petroleum  Consultants,  Inc.,  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 and NGLs         Gas
                                                      (bbls)           (mcf)
                                                   -----------      ----------
     Net proved reserves at January 1, 1996            335,301       1,294,119
     Revisions                                         (30,088)       (179,795)
     Production                                        (22,544)        (85,404)
                                                   -----------      ----------
     Net proved reserves at December 31, 1996          282,669       1,028,920
     Revisions                                          68,237        (494,786)
     Sale of reserves                                   (5,785)        (19,359)
     Production                                        (23,644)        (66,728)
                                                   -----------      ----------
     Net proved reserves at December 31, 1997          321,477         448,047
     Revisions                                        (230,755)       (305,609)
     Production                                        (25,898)        (48,971)
                                                   -----------      ----------
     Net proved reserves at December 31, 1998           64,824          93,467
                                                   ===========      ==========

       As of  December  31,  1998,  the  estimated  present  value of future net
  revenues of proved  reserves,  calculated  using  December  31, 1998 prices of

                                       23

<PAGE>



  $10.35 per  barrel of oil,  $6.09 per barrel of NGLs and $1.48 per mcf of gas,
  discounted at 10% was approximately $66,000 and undiscounted was $77,000.

       Numerous  uncertainties exist in estimating quantities of proved reserves
  and future net  revenues  therefrom.  The  estimates  of proved  reserves  and
  related  future  net  revenues  set forth in this  report are based on various
  assumptions,  which may  ultimately  prove to be inaccurate.  Therefore,  such
  estimates  should not be construed as estimates of the current market value of
  the  Partnership's  proved reserves.  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 (a major  customer is defined as a customer  whose sales  exceed
  10% of total sales) during the years ended December 31:

                                               1998        1997        1996  
                                             --------    --------    --------
           Genesis Crude Oil, L.P.              65%         65%         67%
           GPM Gas Corporation                  13%         10%         10%
           Western Gas Resources, Inc.          10%          9%          8%

       At December  31, 1998,  the amounts  receivable  from Genesis  Crude Oil,
  L.P.,  GPM Gas  Corporation  and Western Gas  Resources,  Inc.  were  $13,887,
  $10,238 and $6,244, respectively,  which are included in the caption "Accounts
  receivable - oil and gas sales" in the accompanying Balance Sheet.

       The  Partnership's  share of oil and gas  production  is sold to  various
  purchasers.  Pioneer USA is of the opinion that the loss of any one  purchaser
  would not have an adverse effect on the ability of the Partnership to sell its
  oil and gas production.

  Note 9.     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 are Pioneer
       USA and EMPL.  Pioneer USA, the managing general  partner,  has the power
       and authority to manage,  control and administer all Partnership affairs.
       As managing general partner and operator of the Partnership's properties,
       all  production  expenses  are  incurred by Pioneer USA and billed to the
       Partnership and a portion of revenue is initially received by Pioneer USA
       prior to being paid to the Partnership.

       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.
                                       24

<PAGE>



       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.

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

  None.


                                       25

<PAGE>

                                    PART III

  ITEM 10.     Directors and Executive Officers of the Partnership

  The  Partnership  does not have any officers or  directors.  Under the limited
  partnership  agreement,  the Partnership's  managing general partner,  Pioneer
  USA, is granted the exclusive right and full authority to manage,  control and
  administer the Partnership's business.

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

                             Age at
                          December 31,
        Name                  1998                   Position
        ----              -----------                --------
  Scott D. Sheffield           46         President and Director

  Timothy L. Dove              42         Executive Vice President and Director

  Dennis E. Fagerstone         49         Executive Vice President and Director

  Mark L. Withrow              51         Executive Vice President, General
                                            Counsel and Director

  M. Garrett Smith             37         Executive Vice President, Chief
                                            Financial Officer and Director

  Mel Fischer (a)              64         Executive Vice President

  Lon C. Kile                  43         Executive Vice President

  Rich Dealy                   32         Vice President and Chief Accounting
                                            Officer

  (a) Mr. Fischer was a director and officer until his  retirement  from Pioneer
and Pioneer USA on February 15, 1999.

         Scott  D. Sheffield.  Mr. Sheffield is a distinguished  graduate of The
  University of Texas  with a B.S. in Petroleum Engineering.  Since August 1997,
  he has served as President,  Chief Executive Officer and a director of Pioneer
  and President and a director of Pioneer USA.   Mr. Sheffield was the President
  and a director of Parker & Parsley from May 1990 until August 1997 and was the
  Chairman  of the  Board and  Chief  Executive Officer of Parker & Parsley from
  October 1990 until August 1997.   He was the sole director of Parker & Parsley
  from  May 1990  until  October 1990.   Mr. Sheffield  joined  Parker & Parsley
  Development  Company   ("PPDC"),  a  predecessor  of  Parker & Parsley,  as  a
  petroleum engineer in 1979.  He served as Vice President - Engineering of PPDC
  from  September 1981  until  April 1985  when  he was elected  President and a
  director.  In March 1989,  Mr. Sheffield was elected Chairman of the Board and
  Chief Executive Officer  of PPDC.  Before  joining  PPDC,  Mr.  Sheffield  was
  employed as a production and reservoir engineer for Amoco Production Company.

                                       26

<PAGE>


         Timothy L. Dove.   Mr. Dove  became Executive Vice President - Business
  Development of Pioneer and Pioneer USA in August 1997.   He was also appointed
  a director of Pioneer USA in August 1997.  Mr. Dove joined Parker & Parsley in
  May  1994  as Vice  President - International and was  promoted to Senior Vice
  President - Business Development in October 1996, in which  position he served
  until August 1997.   Prior to joining Parker & Parsley,  Mr. Dove was employed
  with Diamond Shamrock Corp., and its successor, Maxus Energy Corp,  in various
  capacities in international  exploration and production,  marketing,  refining
  and  marketing  and  planning  and  development.  Mr. Dove  earned  a  B.S. in
  Mechanical Engineering from Massachusetts  Institute of Technology in 1979 and
  received his M.B.A. in 1981 from the University of Chicago.

         Dennis E. Fagerstone. Mr. Fagerstone, a graduate of the Colorado School
  of Mines  with a B.S.  in  Petroleum  Engineering,  became an  Executive  Vice
  President of Pioneer and Pioneer USA in  August 1997.  He was also appointed a
  director of Pioneer USA in August 1997.  He served as Executive Vice President
  and Chief Operating Officer of Mesa from March 1, 1997 until August 1997. From
  October 1996 to February 1997,  Mr. Fagerstone served as Senior Vice President
  and  Chief  Operating  Officer of Mesa  and from  May 1991 to October 1996, he
  served as Vice President - Exploration and Production of Mesa.  From June 1988
  to May 1991, Mr. Fagerstone served as Vice President - Operations of Mesa.

         Mark  L.  Withrow.   Mr.  Withrow,  a  graduate  of  Abilene  Christian
  University with a  B.S.  in Accounting  and Texas Tech University with a Juris
  Doctorate  degree,  became  Executive  Vice  President,  General  Counsel  and
  Secretary of  Pioneer and Pioneer USA in August 1997.  He was also appointed a
  director of Pioneer USA in  August 1997.  Mr.  Withrow  was  Vice  President -
  General Counsel of Parker & Parsley from January 1991, when he joined Parker &
  Parsley,  to January  1995,  when  he was  appointed  Senior  Vice President -
  General  Counsel.  He was  Parker & Parsley's Secretary from August 1992 until
  August 1997.  Prior to joining Parker & Parsley,  Mr. Withrow was the managing
  partner  of the  law firm of Turpin, Smith, Dyer, Saxe  & MacDonald,  Midland,
  Texas.

         M. Garrett Smith. Mr. Smith, a graduate of The University of Texas with
  a B.S. in Electrical  Engineering  and Southern  Methodist  University with an
  M.B.A., was appointed  Executive Vice President and Chief Financial Officer of
  Pioneer in  December  1997.  He served as Senior  Vice  President - Finance of
  Pioneer from August 1997 until  December  1997.  Mr. Smith was elected  Senior
  Vice  President - Finance and a director  of Pioneer  USA in August  1997.  He
  served as Vice  President - Corporate  Acquisitions  of Mesa from January 1997
  until August 1997.  From  October 1996 to December  1996,  Mr. Smith served as
  Vice  President  - Finance of Mesa and from 1994 to 1996 he served as Director
  of Financial Planning of Mesa. Mr. Smith was employed by BTC Partners, Inc. (a
  former financial advisor to Mesa) from 1989 to 1994.

         Mel Fischer. Mr. Fischer, a graduate of the University of California at
  Berkeley with a Masters degree in Geology,  became Executive  Vice President -
  Worldwide Exploration of Pioneer and Pioneer USA in August 1997.  He served as
  a director of  Parker & Parsley  from  November 1995 until August 1997 and was
  Executive  Vice  President - Worldwide  Exploration  for Parker & Parsley from

                                       27

<PAGE>



  February 1997 to August 1997. Mr. Fischer retired from Pioneer and Pioneer USA
  effective February 15, 1999. He worked in the petroleum industry for 32 years,
  starting  as a  Petroleum  Geologist  with  Texaco  in 1962,  and  retiring as
  President,  Occidental  International  Exploration and  Production  Company in
  March  1994.  For the 10  years  prior to  becoming  President  of  Occidental
  International,  he served as Executive Vice President,  World Wide Exploration
  with  Occidental Oil and Gas Corporation.  He is a registered geologist in the
  State  of  California,  a  member  of  the  American  Association of Petroleum
  Geologists  and an  emeritus  member of  the  Board of Advisors for the  Earth
  Sciences Research Institute at the University of Utah.

         Lon C. Kile.  Mr. Kile,  a graduate of Oklahoma State University with a
  B.B.A. in  Accounting, became Executive  Vice President of Pioneer and Pioneer
  USA in August 1997.   Mr. Kile was Senior Vice President - Investor  Relations
  from October 1996 to August 1997.  Previously, he served as Vice President and
  Manager  of the  Mid-Continent  Division,  Vice  President - Equity  Finance &
  Analysis and  Vice President - Marketing & Program  Administration.  Prior  to
  joining  Parker & Parsley  in 1985,  he was  employed as Supervisor -  Senior,
  Audit, in charge of Parker & Parsley's audit, with Arthur Young.

         Rich Dealy.  Mr. Dealy is a graduate of  Eastern New Mexico  University
  with a B.B.A. in  Accounting and Finance and is a Certified Public Accountant.
  He became Vice President and  Chief Accounting  Officer of Pioneer and Pioneer
  USA in  February 1998.  Mr. Dealy  served as  Controller of  Pioneer USA  from
  August 1997 to February 1998. He served as Controller of Parker & Parsley from
  August 1995 to August 1997. Mr. Dealy joined Parker & Parsley as an Accounting
  Manager in July, 1992.  He was previously  employed with  KPMG Peat Marwick as
  an Audit Senior, in charge of Parker & Parsley's audit.

  ITEM 11.     Executive Compensation

  The  Partnership  does not have any  directors or officers.  Management of the
  Partnership is vested in Pioneer USA, the managing general partner.  Under the
  Partnership agreement,  Pioneer USA pays 8% of the Partnership's  acquisition,
  drilling  and  completion  costs  and 20% of its  operating  and  general  and
  administrative  expenses.  In  return,  Pioneer  USA is  allocated  20% of the
  Partnership's  revenues.  See Notes 6 and 9 of Notes to  Financial  Statements
  included  in  "Item  8.  Financial  Statements  and  Supplementary  Data"  for
  information  regarding fees and reimburse  ments paid to the managing  general
  partner or its affiliates by the Partnership.

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

  The Partnership  does not directly pay any salaries of the executive  officers
  of  Pioneer  USA,  but  does  pay a  portion  of  Pioneer  USA'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".

                                       28

<PAGE>



  ITEM 12.     Security Ownership of Certain Beneficial Owners and Management

  (a)    Beneficial owners of more than five percent

  The Partnership is not aware of any person who beneficially owns 5% or more of
  the outstanding limited partnership interests of the Partnership.  Pioneer USA
  and EMPL  respectively own 80% and 20% of the general  partners'  interests in
  the Partnership. Pioneer USA owned 594 limited partner interests at January 1,
  1999.

  (b)    Security ownership of management

  The Partnership does not have any officers or directors.  The managing general
  partner of the  Partnership,  Pioneer  USA, has the  exclusive  right and full
  authority to manage, control and administer the Partnership'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 Partnership is not aware of any current  arrangement or
  activity which may lead to such removal.  The  Partnership is not aware of any
  officer or director of Pioneer USA who beneficially  owns limited  partnership
  interests in the Partnership.

  ITEM 13.     Certain Relationships and Related Transactions

  Transactions with the managing general partner or its affiliates

  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:

                                                 1998        1997        1996
                                              ---------   ---------   ---------
  Payment of lease operating and supervision
    charges in accordance with standard
    industry operating agreements             $ 150,391   $ 146,626   $ 137,520

  Reimbursement of general and
    administrative expenses                   $  11,786   $  18,246   $  21,308

  Under the limited partnership agreement, the general partners, Pioneer USA and
  EMPL, together pay 10% of Partnership's  acquisition,  drilling and completion
  costs and 25% of its operating  and general and  administrative  expenses.  In
  return, they are allocated 25% of the Partnership's  revenues.  Twenty percent
  of the general  partners' share of costs and revenues is allocated to EMPL and
  the  remainder  is  allocated to Pioneer USA.  Certain  former  affiliates  of
  Pioneer USA are limited  partners of EMPL. Also, see Notes 6 and 9 of Notes to
  Financial   Statements   included  in  "Item  8.   Financial   Statements  and
  Supplementary  Data"  regarding  the  Partnership's   participation  with  the
  managing general partner in oil and gas activities of the Partnership.

                                       29

<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 - Ernst & Young LLP

                Independent Auditors' Report - KPMG LLP

                Balance sheets as of December 31, 1998 and 1997

                Statements of operations for the years ended December 31,  1998,
                  1997 and 1996

                Statements of partners' capital for the years ended December 31,
                  1998, 1997 and 1996

                Statements of cash flows for the years ended December 31,  1998,
                  1997 and 1996

                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.


                                       30

<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 23, 1999          By:     Pioneer Natural Resources USA, Inc.
                                           Managing 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 and Director of            March 23, 1999
  ------------------------   Pioneer USA
  Scott D. Sheffield


  /s/ Timothy L. Dove        Executive Vice President and         March 23, 1999
  ------------------------   Director of Pioneer USA
  Timothy L. Dove


  /s/ Dennis E. Fagerstone   Executive Vice President and         March 23, 1999
  ------------------------   Director of Pioneer USA
  Dennis E. Fagerstone 


  /s/ Mark L. Withrow        Executive Vice President, General    March 23, 1999
  ------------------------   Counsel and Director of Pioneer USA
  Mark L. Withrow


  /s/ M. Garrett Smith       Executive Vice President, Chief      March 23, 1999
  ------------------------   Financial Officer and Director
  M. Garrett Smith           of Pioneer USA
  

  /s/ Lon C. Kile            Executive Vice President of          March 23, 1999
  ------------------------   Pioneer USA
  Lon C. Kile


  /s/ Rich Dealy             Vice President and Chief Accounting  March 23, 1999
  ------------------------   Officer of Pioneer USA
  Rich Dealy
                                       31

<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 Partnership's Registration
                    Statement on Form S-1 (Registration No.
                    2-75503A), as amended on February 4, 1982,
                    the effective date thereof (hereinafter called,
                    the Partnership's 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 Partnership'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 Partnership's Registration
                    Statement

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

      27.1*         Financial Data Schedule

      99.1          Mutual Release and Indemnity Agreement dated             -
                    May 25, 1993 incorporated by reference to
                    Exhibit 99.1 of the Partnership's Annual Report
                    on Form 10-K for the year ended December 31,
                    1993

  * filed herewith

                                       32

<PAGE>