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<Page 1>   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   Form 10-K (Mark One)þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2004
OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission File No. 2-78441 Sterling Gas Drilling Fund 1982  New York
(State or other jurisdiction of
incorporation or organization)
    
    13-3147901
(I.R.S. Employer
Identification No.)One Landmark Square
Stamford, Connecticut
(Address of principal executive offices)
    
    06901
(Zip Code)
 Registrants telephone number, including area code: (203) 358-5700 Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act:Units of Limited Partnership Interests
(Title of Class) Indicate by check mark whether 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 þ NO o 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. o Indicate by check mark whether Registrant is an accelerated filer as defined in Exchange Act
Rule 12-b-2 YES o NO þ The Registrant has no voting stock. There is no market for the Units and therefore no market
value of the Units is reported. The number of Units of the Registrant outstanding as of March 15, 2005, was: 14,370. DOCUMENTS INCORPORATED BY REFERENCE
NONE




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESPART IIIItem 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 14. PROFESSIONAL SERVICES AND AUDIT FEESPART IVItem 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESItem 6. SELECTED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONSEXHIBITS INDEXConsent of Ryder Scott Company, L.P.Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents  <Page 2> STERLING GAS DRILLING FUND 1982 FORM 10-K ANNUAL REPORT
For the Fiscal Year Ended
December 31, 2004 
 PART I 
 Item 1. BUSINESS Sterling Gas Drilling Fund 1982 (the Registrant or the Partnership) is a limited
partnership formed under the laws of the State of New York on July 28, 1982. The sole business of
the Partnership was the drilling of the formation extension wells principally for natural gas in
various locations in the state of West Virginia. No exploratory drilling was undertaken. The principal place of business of the Partnership is at One Landmark Square, Stamford,
Connecticut 06901, and telephone (203) 358-5700. The Managing General Partner of the Partnership
is PrimeEnergy Management Corporation, (a New York corporation), which is a wholly owned subsidiary
of PrimeEnergy Corporation, (a publicly held Delaware corporation). Messrs. Charles E. Drimal,
Jr., Oliver J. Sterling and Samuel R. Campbell also are General Partners. Mr. Drimal is a
Director, President and Chief Executive Officer of PrimeEnergy Management Corporation and
PrimeEnergy Corporation. The aggregate contributions to the Partnership were $14,370,000, all of which, net of the
organization expenses of the Partnership were expended in the drilling of such formation extension
wells. Such properties are located in Clay, Roane, Calhoun, Wirt, Kanawha, Lincoln and Putnam
Counties, West Virginia. The Partnership does not operate any of the properties in which it has an
interest, but generally such properties are operated and serviced by Prime Operating Company, a
Texas corporation, and Eastern Oil Well Service Company, a West Virginia corporation, both
wholly-owned subsidiaries of PrimeEnergy Corporation. During 2004 and 2003 the Partnership did not engage in any other development drilling
activities or the acquisition of any significant additional properties, but engaged in the
production of oil and gas from its producing properties in the usual and customary course. Since
January 1, 2005, and to the date of this Report, the Partnership has not engaged in any drilling
activities nor participated in the acquisition of any material producing oil and gas properties. During 2002, PrimeEnergy Management negotiated a Farmout Agreement with Ardent Resources Inc.
(Ardent) covering leasehold interests in acreage located in Calhoun County, West Virginia.
Pursuant to this agreement, Ardent had the right but not the obligation to select acreage and drill
a deep well subject to an overriding royalty due to the lease hold owners. As of February 13,
2005, Ardent had not spudded a test well under the agreement, therefore, the agreement has
terminated. Acreage held by Sterling Drilling Fund 1983-2 was included in the Farmout Agreement;
PrimeEnergy Management may discuss the possibility of farming out additional deep rights held by
the Partnership under the same terms with other parties, however, at this time there are no new
agreements.




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<Page 3> Competition and Markets Competitors of the Partnership in the marketing of its oil and gas production include oil and
gas companies, independent concerns, and individual producers and operators, many of which have
financial resources, staffs and facilities substantially greater than those available to the
Partnership. Furthermore, domestic producers of oil and gas must not only compete with each other
in marketing their output, but must also compete with producers of imported oil and gas and
alternative energy sources such as coal, nuclear power and hydro-electric power. The availability of a ready market for any oil and gas produced by the Partnership at
acceptable prices per unit of production will depend upon numerous factors beyond the control of
the Partnership, including the extent of domestic production and importation of oil and gas, the
proximity of the Partnerships producing properties to gas pipelines and the availability and
capacity of such pipelines, the marketing of other competitive fuels, fluctuation in demand,
governmental regulation of production, refining, transportation and sales, general national and
worldwide economic conditions, and pricing, use and allocation of oil and gas and their substitute
fuels. The Partnership does not currently own or lease any bulk storage facilities or pipelines,
other than adjacent to and used in connection with producing wells. The Partnership deals with a
number of major independent companies for the purchase of its oil and gas production, in the areas
of production. Sales are made under short-term contractual arrangements or monthly spot prices. In
2004, the Partnerships gas production was purchased by Dominion Field Services, Cabot Oil &
Marketing Corporations and Eastern Pipeline Corporation, $387,831 or 68.84%, $75,131 or 13.34% and
$72,875 or 12.93%, respectively. The Partnerships oil production was purchased by the Clearfield
Appalachian Holdings, $34,439 or 100%. None of these purchasers has any relationship or is
otherwise affiliated with the Partnership. The Partnership believes that its current purchasers
will continue to purchase oil and gas products and, if not, could be replaced by other purchasers. Environmental Matters The Petroleum industry is subject to numerous federal and state environmental statutes,
regulations and other pollution controls. In general, the Partnership is, and will be subject to,
present and future environmental statutes and regulations, and in the future the cost of its
activities may materially increase as a result thereof. The Partnerships expenses relating to
preserving the environment during 2004 as they relate to its oil and gas operations were not
significant in relation to operating costs and the Partnership expects no material change in the
near future. The Partnership believes that environmental regulations should not, in the future,
result in a curtailment of production or otherwise have a materially adverse effect on the
Partnerships operations or financial condition.




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<Page 4> Regulation The Partnerships oil and gas operations are subject to a wide variety of federal, state and
local regulations. Administrative agencies in such jurisdictions may promulgate and enforce rules
and regulations relating to, among other things, drilling and spacing of oil and gas wells,
production rates, prevention of waste, conservation of natural gas and oil, pollution control, and
various other matters, all of which may affect the Partnerships future operations and production
of oil and gas. The Partnerships natural gas production and prices received for natural gas are
regulated by the Federal Energy Regulatory Commission (FERC) and the Natural Gas Policy Act of
1978 and various state regulations. The Partnership is also subject to state drilling and proration
regulations affecting its drilling operations and production rates. The FERC continues to regulate interstate natural gas pipeline transportation rates and
service conditions pursuant to the NGA and NGPA. Federal regulation of interstate transporters
affects the marketing of natural gas produced by the Partnership as well as the revenues received
by the Partnership for sales of such natural gas. Since the latter part of 1985, through its Order
Nos. 436, 500 and 636 rulemakings, the FERC has endeavored to make natural gas transportation
accessible to gas buyers and sellers on an open and non-discriminatory basis. The FERCs efforts
have significantly altered the marketing and pricing of natural gas. No prediction can be made as
to what additional legislation may be proposed, if any, affecting the competitive status of a gas
producer, restricting the prices at which a producer may sell its gas or the market demand for gas,
nor can it be predicted which proposals, including those presently under consideration, if enacted,
might be effective. Additional proposals and proceedings that might affect the natural gas industry are considered
from time to time by Congress, the FERC, state regulatory bodies and the courts. The Partnership
cannot predict when or if any such proposals might become effective, or their effect, if any, on
the Partnerships operations. The Partnership believes that it will comply with all orders and
regulation changes applicable to its operations. However, in view of the many uncertainties with
respect to the current controls, including their duration and possible modification together with
any new proposals that may be enacted, the Partnership cannot predict the overall effect, if any,
of such controls on its operations. Taxation The Partnership received an opinion of its counsel that the Partnership would be classified as
a partnership and the holders of Partnership Units would be treated as limited partners for federal
income tax purposes. The Partnership itself, to the extent that it is treated for federal income
tax purposes as a partnership, is not subject to any federal income taxation, but it is required to
file annual partnership returns. Each holder of Partnership Units will be allocated his or her
distributive shares of the Partnerships income, gain, profit, loss, deductions, credits, tax
preference items and distributions for any taxable year of the Partnership ending within or with
his taxable year without regard as to whether such holder has received or will receive any cash
distributions from the Partnership.




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<Page 5> 
 Item 2. PROPERTIES The Partnership has no interest in any properties other than its oil and gas properties. The
information set forth below summarizes the Partnerships oil and gas wells, production and
reserves, for the periods indicated. Producing Wells and Operating Information The Partnership, following its formation, in December, 1982, contracted for the drilling of 51
development wells, which resulted in 50 producing wells and one dry hole. As of December 31, 2004, the Partnership had ownership interests in the following gross and
net producing oil and gas wells and gross and net producing acres.(1) The Partnership
has no material undeveloped leasehold, mineral or royalty acreage. Producing wells: Gross
    
    
    NetOil Wells
    
    
    0
    
    
    
    0.00Gas Wells
    
    
    59
    
    
    
    48.05Producing acres
    
    
    3,014
    
    
    
    2,455
   (1)
    
    A gross well is a well in which an interest is owned; a net well is the sum of the
interests owned in gross wells. Wells are classified by their primary product. Some
wells produce both oil and gas. The following table sets forth the Partnerships oil & gas production, average sales price and
average production costs as of and for the periods indicated: year ended December 312004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Production:Oil and Condensate (bbl)
    
    
    855
    
    
    
    962
    
    
    
    1,309
    
    
    
    1,091
    
    
    
    1,174Gas (Mcf)
    
    
    83,701
    
    
    
    76,802
    
    
    
    78,796
    
    
    
    78,744
    
    
    
    85,689Average Price of Sales:Oil and Condensate ($  per bbl)
    
    $
    40.26
    
    
    $
    27.14
    
    
    $
    21.53
    
    
    $
    22.82
    
    
    $
    27.32Gas ($  per Mcf)
    
    $
    6.73
    
    
    $
    5.00
    
    
    $
    3.59
    
    
    $
    5.13
    
    
    $
    3.53Production Expense per Dollar
Of Operating Revenue
    
    $
    0.46
    
    
    $
    0.54
    
    
    $
    0.50
    
    
    $
    0.53
    
    
    $
    0.44




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<Page 6> Oil and Gas Reserves The Ryder Scott Company, L.P. has evaluated the Partnerships interests in proved developed
oil and gas properties for the periods indicated below. All of the Partnerships reserves are
located in the continental United States. The following table summarizes the Partnerships oil and
gas reserves at the dates shown (figures rounded): Proved DevelopedAs of 12-31
    
    Oil (bbls)
    
    Gas (Mcf)2000
    
    
    15,800
    
    
    
    1,645,8502001
    
    
    13,700
    
    
    
    1,354,1002002
    
    
    14,000
    
    
    
    1,429,6002003
    
    
    10,500
    

    
    
    1,438,1002004
    
    
    9,500
    
    
    
    1,464,400
 The estimated future net revenue using current prices and costs as of the dates indicated,
exclusive of income taxes (at a 10% discount for estimated timing of cash flow) for the
Partnerships proved developed oil and gas reserves for the periods indicated are summarized as
follows (figures rounded): Proved DevelopedPresent Value ofFuture Net
    
    
    Future NetAs of 12-31
    
    Revenue $
    
    
    Revenue $2000
    
    
    11,363,600
    
    
    
    4,363,7002001
    
    
    1,930,100
    
    
    
    788,0002002
    
    
    3,292,100
    
    
    
    1,347,7002003
    
    
    5,142,400
    
    
    
    2,161,4002004
    
    
    5,795,400
    
    
    
    2,439,500
 The estimated reserve quantities and future income quantities are related to hydrocarbon
prices. Therefore, volumes of reserves actually recovered and amounts of income actually received
may differ significantly from the estimated quantities presented in this report. In accordance with FASB Statement No. 69, December 31, 2004 market prices were determined
using the daily oil price or daily gas sales price (spot price) adjusted for oilfield or gas
gathering hub and wellhead price differentials (e.g. grade, transportation, gravity, sulfur, and
BS&W) as appropriate. Also, in accordance with SEC and FASB regulations, changes in market prices
subsequent to December 31, 2004 and 2003 were not considered. The spot price for gas at December
31, 2004 was $6.18 per MMBTU. The range of spot prices during the year 2004 was a low of $4.39 and
a high of $7.96 and the average was $5.87. The spot price for gas at December 31, 2003 was $5.97
per MMBTU. The range of spot prices during the year 2003 was a low of $3.96 and a high of $12.20
and the average was $5.48. The range during the first two months of 2005 has been from $5.57 to
$6.50 with an average of $6.13. The recent futures market prices have been in the $7.00 range.




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<Page 7> While it may reasonably be anticipated that the prices received by Sterling Gas Drilling Fund
1982 for the sale of its production may be higher or lower than the prices used in this evaluation,
as described above, and the operating costs relating to such production may also increase or
decrease from existing levels, such possible changes in prices and costs were, in accordance with
rules adopted by the SEC, omitted from consideration in making this evaluation for the SEC case.
Actual volumes produced, prices received and costs incurred by the partnership may vary
significantly from the SEC case. Since January 1, 2005, the Partnership has not filed any estimates of its oil and gas reserves
with, nor was any such estimates included in any reports, to any federal authority or agency, other
than the Securities and Exchange Commission. 
 Item 3. LEGAL PROCEEDINGS The Partnership is not a party to, nor is any of its property the subject of, any legal
proceedings actual or threatened, which would have a material adverse effect on the business and
affairs of the Partnership. 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted during 2004 for vote by the holders of Partnership Units. 
 PART II 
 Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES There is no market for the Limited Partnership Units (the Units) of the Partnership. As of
March 15, 2005, there were 645 holders of record of the Units. The Units are not regarded, as stock and payments or distributions to holders of Units are not
made in the form of dividends. Cash distributions to the holders of Units for 2004 aggregated
$35,925. Aggregate cash distributions to the holders of the Units as of December 31, 2004 was
$1,474,362. The Managing General Partner may purchase Units directly from the unit holders if presented to
the Managing General Partner, subject to conditions, including limitations on numbers of Units, and
at a price to be fixed by the Managing General Partner in accordance with certain procedures
provided for in the Limited Partnership Agreement of the Partnership. 
 Item 6. SELECTED FINANCIAL DATA The information required hereunder is set forth under Selected Financial Data in the
Financial Information section included in this Report. The index to the Financial Information
section is at page F-1.




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<Page 8> 
 Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required hereunder is set forth under Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Financial Information section included in
this Report. The index to the Financial Information section is at page 
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Registrant is a small business issuer as defined in the Securities and Exchange Act Rule
12b-2 and no information is required to be provided by this Item 7A. 
 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required hereunder is set forth under Report of Independent Public
Accountants, Balance Sheets, Statements of Operations, Statements of Changes in Partners
Equity, Statements of Cash Flows and Notes to Financial Statements in the Financial
Information section included in this Report. The index to the Financial Information section is at
page F-1. 
 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There was no disagreement between the Partnership and its certified public accountants on any
matter of accounting principles or practices or financial statement disclosure. 
 Item 9A. CONTROLS AND PROCEDURES PrimeEnergy Management Corporation (PEMC), the Managing General Partner of the Partnership,
maintains a system of controls and procedures designed to provide reasonable assurance as to the
reliability of the financial statements and other disclosures included in this report, as well as
to safeguard assets from unauthorized use or disposition. Within 90 days prior to the filing of
this report, PEMCs Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the design and operation of our disclosure controls and procedures with the
assistance and participation of other members of management. Based upon that evaluation, PEMCs
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective for gathering, analyzing and disclosing the information the Partnership is
required to disclose in the reports it files under the Securities Exchange Act of 1934 within the
time periods specified in the SECs rules and forms. There have been no significant changes in
PEMCs internal controls or in other factors, which could significantly affect internal controls
subsequent to the date PEMC carried out its evaluation. Item 9B. OTHER INFORMATION No information was required to be disclosed by Registrant in a report on Form 8-K during the fourth quarter of the year covered by this Report.




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<Page 9> 
 PART III 
 Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Managing General Partner of the Partnership is PrimeEnergy Management Corporation, a New
York corporation (Management). The principal business of Management is the management of the
Partnership and other publicly and privately held exploration and development limited partnerships
and joint ventures and asset and income fund limited partnerships. As of March 15, 2005,
Management acts as the Managing General Partner in a total of 18 limited partnerships, of which 2
are publicly held, and is the Managing Trustee of 2 Delaware Business Trusts. The primary activity
of such Partnerships and trusts is the production of oil and gas and Management, as the Managing
General Partner of the Partnership, will devote such time as it believes necessary in the conduct
and management of the business and affairs of the Partnership. Management, and other of the
General Partners of the Partnership, are engaged in and intend to continue to engage in the oil and
gas business for their own accounts and for the accounts of others. Management, which provides all of the executive, management and administrative functions of
the Partnership, is a wholly owned subsidiary of PrimeEnergy Corporation (PrimeEnergy), a
publicly held Delaware corporation. The principal offices of PrimeEnergy and Management are in
Stamford, Connecticut. The operating subsidiaries of PrimeEnergy, Prime Operating Company and
Eastern Oil Well Service Company maintain their principal offices in Houston, Texas, with district
offices in Midland, Texas, Oklahoma City, Oklahoma, and Charleston, West Virginia. PrimeEnergy and
its subsidiaries have approximately 194 employees, including their principal officers, providing
management and administrative services, accounting, engineers, geologists, production engineers,
land department personnel and field employees. Set forth below is information concerning the directors and executive officers of Management
and PrimeEnergy that are involved with the conduct of the business and operations of the
Partnership. Charles E. Drimal, Jr., age 57, is a Director and President of Management and has held those
positions since May 1983. He is also a Director and President of Prime Energy and the operating
subsidiaries. He graduated from the University of Maryland in 1970 and from Samford University
School of Law in 1973 and is a member of the New York State Bar. Beverly A. Cummings, age 51, has been a Director and Vice President, Finance, of Management
since August 1985. She is also a Director and Vice President, Finance, and Treasurer of
PrimeEnergy and the operating subsidiaries. Ms. Cummings is a Certified Public Accountant and
holds a Bachelor of Science degree from the State University of New York and a Master in Business
Administration from Rutgers University.




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<Page 10> Joan Podlovits, age 39, has been Controller of PrimeEnergy Management Corporation since
September 2002. She joined Management in July 1989 as a staff accountant. She held the position of
Accounting Manager for Management from April 1994 to August 2002. She is a graduate of Pace
University with a Bachelor of Business Administration degree in Public Accounting. James F. Gilbert, age 72, has been Secretary of Management since June 1990, and has been
Secretary of PrimeEnergy since March 1973, and was a Director of PrimeEnergy from that date to
October 1987. He also serves as Secretary of the operating subsidiaries. He is an attorney in
Dallas, Texas. 
 Item 11. EXECUTIVE COMPENSATION The Partnership has no officers, directors or employees. The officers and employees of the
Managing General Partner and PrimeEnergy perform all management and operational functions of the
Partnership. The Partnership does not pay any direct salaries or other remuneration to the
officers, directors or employees of the Managing General Partner or PrimeEnergy. The Managing
General Partner is reimbursed for the general and administrative expenses of the Partnership, which
are allocated to the Partnership for expenses incurred on behalf of the Partnership, together with
administrative work by third parties limited annually to 5% of the aggregate capital contribution
of the holders of the Partnership Units. During 2004 and 2003, the allocation of general and
administrative expenses to the Partnership was $100,800 per year. 
 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The Partnership does not know of any person, entity or group, other than the Managing General
Partner and PrimeEnergy Corporation that beneficially owns more than five percent of the
Partnership Units. The following table shows as of March 15, 2005, the name and address of such
beneficial owners, and the number and percent of Partnership Units beneficially owned by them, all
of which are owned directly. NumberName and Address of Beneficial Owner
    
    Of Units
    
    
    PercentPrimeEnergy
Management Corporation

One Landmark Square

Stamford, CT 06901
    
    
    1,249
    
    
    
    8.70
    %PrimeEnergy
Corporation

One Landmark Square

Stamford, CT 06901
    
    
    5,720
    
    
    
    39.81
    %




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<Page 11> 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Prime Operating Company acts as the operator for most of the producing oil and gas wells of
the Partnership pursuant to operating agreements with the Partnership and other working interest
owners, including other partnerships managed by the Managing General Partner, and in 2004 was paid
well operating fees ranging from about $273 to $ 897 per month per well. Together with well
operating supplies and equipment and related servicing operations are generally provided by Eastern
Oil Well Service Company. The Partnership pays its proportionate part of such operating fees and
expenses. Such fees and expenses vary depending on such matters as the location of the well, the
complexity of the producing equipment, whether wells produce oil or gas or both and similar
factors. The Partnership believes that such services are as favorable to the Partnership as they
would be if the Partnership entered into such transactions with unaffiliated third parties. In
2004 and 2003, the Partnership paid an aggregate of $213,435 and $153,055, respectively, in such
fees and expenses. 
 Item 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES The Partnership has been charged for audit fees the amounts of $9,500 in 2004 and $9,500 in
2003 for services rendered in connection with the audit of the Partnerships Financial Statement by
Pustorino, Puglisi & Co. LLP. No tax related
or any other fees were
incurred by the Partnership. The Audit Committee of PrimeEnergy Management Corporation, as the
Managing General Partner, approved the fees and independent audit services provide by Pustorino,
Puglisi & Co. LLP.




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<Page 12> 
 PART IV 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  The following documents are filed as a part of this Report:  1.
    Financial Statements (Index to the Financial Information at page
F-1)2.
    Financial Statement Schedules: Schedule V Property and Equipment  Oil and Gas Properties Schedule VI
Accumulated Depreciation, Depletion and Amortization  Oil and Gas Properties  3.
    Exhibits:  (3)
    Form of Agreement of Limited Partnership of
Sterling Gas Drilling Fund 1981 (Incorporated by reference to Exhibit
(3) of Sterling Gas Drilling Fund 1981 Form 10-K for the year ended
December 31, 1994.)23
    Consent of Ryder Scott Company, L.P. (filed herewith)31.1
    302 Certification of Chief Executive Officer (filed herewith)31.2
    302 Certification of Chief Financial Officer (filed herewith)32.1
    Certification of Chief Executive Officer
pursuant to 18.U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002. (filed herewith)32.2
    Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002. (filed herewith)




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<Page 13> 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, there
unto duly authorized, on the 30th day of March, 2005. Sterling Gas Drilling Fund 1982By:
    
    PrimeEnergy Management CorporationManaging General PartnerBy:
    
    /S/ Charles E. Drimal Jr.Charles E. Drimal, Jr.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 indicated
and on the 30th day of March, 2005. /S/ Charles E. Drimal Jr
    
    Director and President,PrimeEnergy Management CorporationCharles E. Drimal, Jr.The Principal Executive Officer/S/ Beverly A. Cummings
    
    Director and Vice President and Treasurer,PrimeEnergy Management Corporation;Beverly A. CummingsThe Principal Financialand Accounting Officer




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Sterling Gas Drilling Fund 1982
(a New York Limited Partnership) Index to Financial Statements and Schedules Page No.Selected Financial Data
    
    F-2Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    F-2Report of Independent Registered
Public Accounting Firm
    
    F-5Financial Statements:Balance Sheets, December 31, 2004 and 2003
    
    F-6Statements of Operations for the Years Ended December 31, 2004, 2003 and 2002
    
    F-7Statements of Changes in Partners Equity for the Years Ended December 31, 2004, 2003 and 2002
    
    F-8Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002
    
    F-9Notes to Financial Statements
    
    F-10Schedules:V
    
    -
    
    Property and Equipment - Oil and Gas Properties for the Years Ended December 31, 2004, 2003 and 2002
    
    F-18VI
    
    -
    
    Accumulated Depreciation, Depletion, and Amortization - Oil and Gas Properties for the Years Ended December 31, 2004, 2003 and 2002
    
    F-19
 All other schedules have been omitted, as the information required is either included in the
financial statements, related notes, or is not applicable. F-1




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##### Table of Contents



Item 6. SELECTED FINANCIAL DATA The following table summarizes certain selected financial data to highlight significant trends
in the Registrants financial condition and results of operations for the periods indicated. The
selected financial data should be read in conjunction with the financial statements and related
notes included elsewhere in this report. YEAR
ENDED DECEMBER 31, (000s omitted)2004
    
    
    2003
    
    
    2002
    
    
    2001
    
    
    2000Revenues
    
    $
    600
    
    
    $
    412
    
    
    $
    389
    
    
    $
    517
    
    
    $
    373Net income:Limited Partners
    
    
    147
    
    
    
    33
    
    
    
    67
    
    
    
    114
    
    
    
    69General Partners
    
    
    32
    
    
    
    11
    
    
    
    17
    
    
    
    27
    
    
    
    19Per equity unit
    
    
    10.26
    
    
    
    2.27
    
    
    
    4.66
    
    
    
    7.91
    
    
    
    4.84Total assets
    
    
    858
    
    
    
    721
    
    
    
    720
    
    
    
    635
    
    
    
    619Cash distributions:Limited Partners
    
    
    36
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    General Partners
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    Limited partners as
a % of original
contribution
    
    
    .25
    %
    
    
    .25
    %
    
    
    
    
    
    
    
    
    
    
    
 
 Item 7. MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS 1. Liquidity: The oil and gas industry is competitive in all its phases. There is also
competition between this industry and other industries in supplying energy and fuel requirements of
industrial and residential consumers. It is not possible for the Registrant to calculate its
position in the industry as the Registrant competes with many other companies having substantially
greater financial and other resources. In accordance with the terms of the Agreement of Limited
Partnership of the Partnership, the General Partners of the Registrant will make cash distributions
of as much of the Partnership cash credited to the capital accounts of the partners as the General
Partners have determined is not necessary or desirable for the payment of any contingent debts,
liabilities or expenses for the conduct of the Partnership business. As of December 31, 2004, the
General Partners have distributed to the Limited Partners, $1,474,362 or 10.26% of the total
Limited Partner capital contributions. The net proved oil and gas reserves of the Partnership are considered to be a primary
indicator of financial strength and future liquidity. The present value of unescalated future net
revenue (S.E.C. case) associated with such reserves, discounted at 10% as of December 31, 2003 was
approximately $2,161,400 as compared to December 31, 2004 of about $2,439,500. Overall reservoir
engineering is a subjective process of estimating underground accumulations of gas and oil that
cannot be measure in an exact manner. The estimated reserve quantities and future income quantities
are related to hydrocarbon prices. Therefore, volumes of reserves actually recovered and amounts
of income actually received may differ significantly from the estimated quantities presented in
this report. See item 1. Business-Oil and Gas Reserves. F-2




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##### Table of Contents



2. Capital resources: The Partnership was formed for the sole intention of drilling oil and gas wells. The
Partnership entered into a drilling contract with an independent drilling contractor in December
1982 for $11,400,000. Pursuant to the terms of this contract, fifty-one wells have been drilled
resulting in fifty producing wells and one dry-hole. The Partnership has had a reserve report
prepared which details reserve value information, and such information is available to the Limited
Partners pursuant to the buy-out provision of the Agreement of Limited Partnership of the
Partnership. 3. Results of operations: 2004 compared to 2003 The Partnerships overall operating revenue excluding interest income, increased from $410,026
in 2003 to $597,837 in 2004. The Partnership received the majority of its revenue from gas
production combined with some oil production. During 2004, the Partnerships oil production
decreased from 962 barrels in 2003 to 855 barrels in 2004, but the gas production increased from
76,802 MCF in 2003 to 83,701 MCF. The average price per barrel and MCF increase when compared to
2003, from $27.14 and $5.00 in 2003 to $40.26 and $6.73 in 2004. The gas produced by the
Partnership is currently being sold at spot market prices with the option to lock the rate if it
will be favorable to the Partnership. Overall revenue increased due increase gas production
combined with higher prices. Production expenses increased from $220,087 in 2002 to $272,033 in 2004. During 2003 and
2004, the majority of production costs were for the normal upkeep and maintenance of the wells and
well sites. The variable costs expended in both 2004 and 2003 were reasonable based upon each
years production and revenue received. The Partnerships well operating expenses include costs to
maintain the well through expenditures for labor, operation fees, chemical costs, electric charges,
location upkeep, miscellaneous repairs and other well related expenditures. General and
administrative costs increased from $118,426 in 2003 to $121,661 in 2004. Management will use
in-house resources if these resources will provide efficient and timely services to the
Partnership. Amounts in both years are substantially less than the $718,500 allowed to be
allocated to the Partnership under the Partnership Agreement. The lower allocable amounts reflect
managements efforts to limit costs, both incurred and allocated to the Partnership. Interest income fluctuates with changes in the interest rates received as well as the amount
of cash in the bank at any given time. The Partnership records additional depreciation, depletion and amortization to the extent that
the net capitalized costs exceed the undiscounted future net cash flows attributable to the
partnership. No additional depletion deduction was needed in 2004 or 2003. The overall
depreciation, depletion and amortization were consistent with the rates used and the existing
property basis. F-3




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##### Table of Contents



2003 compared to 2002 The Partnerships overall operating revenue, excluding other income, increased from $311,109
in 2002 to $410,026 in 2003. The Partnership received the majority of its revenue from gas
production combined with some oil production. During 2003, the Partnerships oil and gas production
declined from 1,309 barrels and 78,796 MCF in 2002 to 962 barrels and 76,802 barrels in 2003. The
average price per barrel and MCF increase when compared to 2002, from $21.52 and $3.59 in 2002 to
$27.14 and $5.00 in 2003. In December 2002 a higher contract price for majority of the
Partnerships gas was agreed upon. A portion of the Partnerships wells were shut-in during
November and December 2003 due to a fire at a compressor plant on one of the Purchasers
transportation lines servicing the Partnership wells. All wells were back on line as of December
31, 2003 due to the main transport lines being re-routed around the compressor plant. The
Partnership did experience declines in its gas production that can be directly attributed to this
shut-in. The Partnerships overall revenue increased due to the higher prices received per MCF. The Partnership records additional depreciation, depletion and amortization to the extent that
the net capitalized costs exceed the undiscounted future net cash flows attributable to the
partnership. No additional depletion deduction was needed in 2003 or 2002. The overall
depreciation, depletion and amortization were consistent with the rates used and the existing
property basis. Production expenses increased from $155,796 in 2002 to $220,087 in 2003. During 2002 and
2003, the majority of production costs were for the normal upkeep and maintenance of the wells and
well sites. The variable costs expended in both 2003 and 2002 were reasonable based upon each
years production and revenue received. General and administrative costs increased slightly from
$117,618 in 2002 to $118,426 in 2003. Management will use in-house resources if it provides
efficient and timely services to the partnership. Amounts in both years are substantially less than
the $718,500 allowed to be allocated to the Partnership under the Partnership Agreement. The lower
allocable amounts reflect managements efforts to limit costs, both incurred and allocated to the
Partnership. Interest income fluctuates with changes in the interest rates received as well as the amount
of cash in the bank at any given time. F-4




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of
Sterling Gas Drilling Fund 1982: We have audited the accompanying balance sheets of Sterling Gas Drilling Fund 1982 (a New York
limited partnership) (the Partnership) as of December 31, 2004 and 2003, and the related
statements of operations, changes in partners equity, and cash flows for the years ended December
31, 2004, 2003 and 2002. 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 the standards of the Public Company Accounting Oversight
Board (United States). 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 Sterling Gas Drilling Fund 1982 as of December 31, 2004 and
2003, and the results of its operations and cash flows for the years ended December 31, 2004, 2003
and 2002 in conformity with U.S generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken
as a whole. The schedules listed in the index to financial statements and schedules are presented
for purposes of complying with the Securities and Exchange Commissions rules and are not part of
the basic financial statements. These schedules have been subjected to the auditing procedures
applied in the examination of the basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole. PUSTORINO, PUGLISI & CO., LLP
New York, New York
March 3, 2005 F-5




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) BALANCE SHEETS DECEMBER 31, 2004 AND 2003 2004
    
    
    2003AssetsCurrent Assets:Cash and cash equivalents (Note 2)
    
    $
    273,288
    
    
    $
    191,817Due from affiliates
    
    
    5,561
    
    
    
    4,882Due from others
    
    
    81,656
    
    
    
    Total Current Assets
    
    
    360,505
    
    
    
    196,699Oil and Gas Properties  successful efforts
methods (Note 3) -Leasehold costs
    
    
    466,804
    
    
    
    466,804Wells and related facilities
    
    
    11,970,091
    
    
    
    11,970,091Total
    
    
    12,436,895
    
    
    
    12,436,895Less  Accumulated depreciation, depletion
and amortization
    
    
    (11,939,129
    )
    
    
    (11,912,211
    )497,766
    
    
    
    524,684Total Assets
    
    $
    858,271
    
    
    $
    721,383Partners EquityPartners Equity:Limited partners
    
    $
    1,034,552
    
    
    $
    923,009General partners
    
    
    (176,281
    )
    
    
    (201,626
    )Total Partners Equity
    
    $
    858,271
    
    
    $
    721,383
 The Notes to Financial Statements are an integral part of these statements. F-6




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, 2002 2004
    
    
    2003
    
    
    2002Limited
    
    
    General
    
    
    Total
    
    
    Limited
    
    
    General
    
    
    Total
    
    
    Limited
    
    
    General
    
    
    TotalPartners
    
    
    Partners
    
    
    Partners
    
    
    Partners
    
    
    Partners
    
    
    Partners
    
    
    Partners
    
    
    Partners
    
    
    PartnersRevenue:Operating revenues
    
    $
    503,080
    
    
    $
    94,757
    
    
    $
    597,837
    
    
    $
    345,037
    
    
    $
    64,989
    
    
    $
    410,026
    
    
    $
    261,798
    
    
    $
    49,311
    
    
    $
    311,109Other revenue
(Note 10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,804
    
    
    
    12,206
    
    
    
    77,010Interest Income
    
    
    2,331
    
    
    
    24
    
    
    
    2,355
    
    
    
    1,632
    
    
    
    16
    
    
    
    1,648
    
    
    
    968
    
    
    
    10
    
    
    
    978Total Revenue
    
    
    505,411
    
    
    
    94,781
    
    
    
    600,192
    
    
    
    346,669
    
    
    
    65,005
    
    
    
    411,674
    
    
    
    327,570
    
    
    
    61,527
    
    
    
    389,097Costs and Expenses:Production expenses
    
    
    228,916
    
    
    
    43,117
    
    
    
    272,033
    
    
    
    185,203
    
    
    
    34,884
    
    
    
    220,087
    
    
    
    131,102
    
    
    
    24,694
    
    
    
    155,796Depreciation,
depletion and
amortization
    
    
    26,649
    
    
    
    269
    
    
    
    26,918
    
    
    
    29,126
    
    
    
    294
    
    
    
    29,420
    
    
    
    30,506
    
    
    
    308
    
    
    
    30,814General and
administrative
expenses (Note 7)
    
    
    102,378
    
    
    
    19,283
    
    
    
    121,661
    
    
    
    99,655
    
    
    
    18,771
    
    
    
    118,426
    
    
    
    98,974
    
    
    
    18,642
    
    
    
    117,616Total Expenses
    
    
    357,943
    
    
    
    62,669
    
    
    
    420,612
    
    
    
    313,984
    
    
    
    53,949
    
    
    
    367,933
    
    
    
    260,582
    
    
    
    43,644
    
    
    
    304,226Net Income
    
    $
    147,468
    
    
    $
    32,112
    
    
    $
    179,580
    
    
    $
    32,685
    
    
    $
    11,056
    
    
    $
    43,741
    
    
    $
    66,988
    
    
    $
    17,883
    
    
    $
    84,871Net Income Per
Equity Unit (Note
2)
    
    $
    10.26
    
    
    
    
    
    
    
    
    
    
    $
    2.27
    
    
    
    
    
    
    
    
    
    
    $
    4.66
 The Notes to Financial Statements are integral part of these statements. F-7




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) STATEMENTS OF CHANGES IN PARTNERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, 2002 Limited
    
    
    GeneralPartners
    
    
    Partners
    
    
    TotalBalance at December 31, 2001
    
    $
    859,261
    
    
    $
    (223,798
    )
    
    $
    635,463Net Income
    
    
    66,988
    
    
    
    17,883
    
    
    
    84,871Balance at December 31, 2002
    
    
    926,249
    
    
    
    (205,915
    )
    
    
    720,334Distributions to partners
    
    
    (35,925
    )
    
    
    (6,767
    )
    
    
    (42,692
    )Net Income
    
    
    32,685
    
    
    
    11,056
    
    
    
    43,741Balance at December 31, 2003
    
    
    923,009
    
    
    
    (201,626
    )
    
    
    721,383Distributions to partners
    
    
    (35,925
    )
    
    
    (6,767
    )
    
    
    (42,692
    )Net Income
    
    
    147,468
    
    
    
    32,112
    
    
    
    179,580Balance at December 31, 2004
    
    $
    1,034,552
    
    
    $
    (176,281
    )
    
    $
    858,271
 The Notes to Financial Statements are an integral part of these statements. F-8




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003, 2002 2004
    
    
    2003
    
    
    2002Cash Flows From Operating Activities:Net Income
    
    $
    179,580
    
    
    $
    43,741
    
    
    $
    84,871Adjustments to reconcile net income
to net cash provided by
operating activities:Depreciation, depletion and
Amortization
    
    
    26,918
    
    
    
    29,420
    
    
    
    30,814Changes in Assets and Liabilities:(Increase) decrease in due from
affiliates
    
    
    (679
    )
    
    
    15,476
    
    
    
    6,149(Increase) decrease in due from
others
    
    
    (81,656
    )
    
    
    
    
    
    
    Net Cash Provided by
Operating Activities
    
    
    124,163
    
    
    
    88,637
    
    
    
    121,834Cash Flows From Financing Activities:Distributions to partners
    
    
    (42,692
    )
    
    
    (42,692
    )
    
    
    Net Cash Used in Financing Activities
    
    
    (42,692
    )
    
    
    (42,692
    )
    
    
    Net Increase in cash and cash
Equivalents
    
    
    81,471
    
    
    
    45,945
    
    
    
    121,834Cash and cash equivalents, beginning of
Year
    
    
    191,817
    
    
    
    145,872
    
    
    
    24,038Cash and cash equivalents, end of year
    
    $
    273,288
    
    
    $
    191,817
    
    
    $
    145,872
 The Notes to Financial Statements are an integral part of these statements. F-9




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002 (1) Organization and Capital Contributions: Sterling Gas Drilling Fund 1982, a New York limited partnership (the Partnership), was formed on
July 28, 1982 for the primary purpose of acquiring, drilling, developing, operating and producing
oil and gas in the state of West Virginia. The general partners are: PrimeEnergy Management
Corporation (PEMC), a wholly owned subsidiary of PrimeEnergy Corporation (PEC), Charles E. Drimal,
Jr., Oliver J. Sterling and Samuel R. Campbell. Fourteen thousand three hundred seventy limited
partnership units, (14,370), were sold at $1,000 per unit aggregating $14,370,000 in total limited
partner capital contributions. The general partners made no capital contributions. Partnership
operations commenced on December 22, 1982. (2) Summary of Significant Accounting Policies: Revenue Recognition: The Partnership recognizes operating revenues, consisting of sales of oil and gas production, in
the month of sale. Uncollected revenue is accrued based on known facts and trends of the relevant
oil and gas properties on a monthly basis. Basis of Accounting: The accounts of the Partnership are maintained in accordance with accounting practices permitted
for federal income tax reporting purposes. Under this method of accounting, (a) substantially all
exploration and development costs except leasehold and equipment costs are expensed as paid, (b)
costs of abandoned leases and equipment are expensed when abandoned, and (c) depreciation (for
equipment placed in service) is provided on an accelerated basis. In order to present the
accompanying financial statements in accordance with generally accepted accounting principles,
memorandum adjustments have been made to account for oil and gas properties, as discussed below. Oil and Gas Producing Activities: The Partnership accounts for its oil and gas operations using the successful efforts method of
accounting on a property by property basis. The Partnership only participates in developmental
drilling. Accordingly, all costs of drilling and equipping these wells, together with leasehold
acquisition costs, are capitalized. These capitalized costs are amortized on a property by
property F-10




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002 (2) Summary of Significant
Accounting Policies: - (Contd): basis (utilizing aggregations of common geological structures) by the unit-of-production method
based upon the ratio of production to proved developed oil and gas reserves. Additional
depreciation, depletion and amortization may be recorded if net capitalized costs exceed the
undiscounted future net cash flows attributable to Partnership properties. (See Note 4) Federal Income Taxes: As federal income taxes are the liability of the individual partners, the accompanying financial
statements do not include any provision for federal income taxes. (See Note 8) Limited Partners Income (Loss) Per Equity Unit: The limited partners income (loss) per equity unit is computed on the 14,370 limited partner
equity units. Cash and Cash Equivalents: For purposes of the statements of cash flows the Partnership considers all highly liquid debt
instruments with maturity of three months or less to be cash equivalents. Use of Estimates: The preparation of 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 reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates. (3) Oil and Gas Properties: The Partnership acquired leases or farmouts from PEMC at its cost. Cost is defined as any amount
paid for delay rentals, lease bonuses, if any, surveys and other expenses including such portion of
any of the general partners, or their affiliates reasonable, necessary and actual expenses for
geological, geophysical, seismic, land, engineering, drafting, accounting, legal and other
services. During 1982, the Partnership, as reimbursement of costs for leases it acquired from
PEMC, paid PEMC $466,804. The Partnership currently pays royalties of approximately 12.5% to 19.8%
of the selling price of the gas and oil extracted. F-11




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002  (3)
    Oil and Gas Properties(continued):  The following table sets forth certain revenue and expense data concerning the Partnerships
oil and gas activities for the years ended December 31, 2004, 2003 and 2002: 2004
    
    
    2003
    
    
    2002Average sales price per MCF of gas
    
    $
    6.73
    
    
    $
    5.00
    
    
    $
    3.59Average sales price per BBL of
oil and other liquids
    
    $
    40.26
    
    
    $
    27.14
    
    
    $
    21.53Production expense per dollar of
operating revenue
    
    $
    0.46
    
    
    $
    0.54
    
    
    $
    0.50
  (4)
    Quantities of Oil and Gas Reserves:  The amount of proved developed reserves presented below has been estimated by an independent
firm of petroleum engineers as of January 1, 2005. Petroleum engineers on the staff of PEC
have reviewed the data presented below, as of December 31, 2004, for consistency with
current year production and operating history. All of the Partnerships gas and oil
reserves are located within the United States: (Unaudited)GAS (MCF)
    
    
    OIL (BBL)Reserves as of December 31, 2001
    
    
    1,354,124
    
    
    
    13,700Revisions of previous estimates
    
    
    154,234
    
    
    
    1,570Production
    
    
    (78,796
    )
    
    
    (1,309
    )Reserves as of December 31, 2002
    
    
    1,429,562
    
    
    
    13,961Revisions of previous estimates
    
    
    85,336
    
    
    
    (2,513
    )Production
    
    
    (76,802
    )
    
    
    (962
    )Reserves as of December 31, 2003
    
    
    1,438,096
    
    
    
    10,486Revisions of previous estimates
    
    
    109,999
    
    
    
    (124
    )Production
    
    
    (83,701
    )
    
    
    (855
    )Reserves as of December 31, 2004
    
    
    1,464,394
    
    
    
    9,507
 F-12




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002  (4)
    Quantities of Oil and Gas Reserves - (Contd):  The revisions of previous estimates are primarily due to price changes that have occurred
during the years. If future prices were to decline, operation of certain wells would become
uneconomic, on a pretax basis, as production levels decline with age. In accordance with
the rules and regulations of the Securities and Exchange Commission, proved reserves exclude
production which would be uneconomic.Revisions arise from changes in current prices, as well as engineering and geological data,
which would alter the useful life, and therefore the overall predicted production of each
well. Future changes in these estimates are common and would impact the reserve quantities
used to calculate depreciation, depletion, and amortization.As discussed in Note 2, the Partnership may record additional depreciation, depletion and
amortization if net capitalized costs exceed the undiscounted future net cash flows
attributable to Partnership properties. Significant price declines affect estimated future
net revenues both directly and as a consequence of their impact on estimates of future
production. The Partnership has recorded no additional provision in 2004, 2003 and 2002.
If the additional provision had been computed based on the limited partners interest in
capitalized costs and estimated future net revenues, rather than on the basis of total
Partnership interests, the limited partners income would not have been reduced in 2004, 2003
and 2002. F-13




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 and 2002  (5)
    Allocation of Partnership Revenues, Income, Costs and Expenses:  Under the terms of the Limited Partnership Agreement, all Partnership income and
expenditures, including deductions attributable thereto, are to be allocated as follows:Drilling and completion costs (paid out of initial capital contributions): Limited partners
    
    
    99.00
    %General partners
    
    
    1.00
    %100.00
    %
  Syndication costs sales commission and cost acquiring leases: Limited partners
    
    
    
    %General partners
    
    
    100.00
    %100.00
    %
  Offering costs up to $50,000 incurred by Dealer-Manager: Limited partners
    
    
    
    %General partners
    
    
    100.00
    %100.00
    %
  Offering costs other than $50,000 paid by the general partners
(up to a maximum of $50,000): Limited partners
    
    
    99.00
    %General partners
    
    
    1.00
    %100.00
    %
  Net Revenue from oil and gas operations, general and administrative expenses and production
operating fees: Limited partners
    
    
    84.15
    %General partners
    
    
    15.85
    %100.00
    %
  All other income, gains, losses, costs, expenses, deductions and credits: Limited partners
    
    
    99.00
    %General partners
    
    
    1.00
    %100.00
    %
 F-14




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002  (6)
    Transactions With Affiliates:  (a)
    The payable or receivable to affiliates at December 31, 2004 and 2003
represents general and administrative and certain other expenses incurred on behalf of
the Partnership by PEC and its subsidiaries, including amounts due for production
operators fees (Note 6(b)), and revenues collected on behalf of the Partnership. PEMC
intends to continue to make advances to the Partnership to fund any working capital
deficiencies in the future on an interest free basis.(b)
    As operator of the Partnerships properties, Prime Operating Company (POC), a
subsidiary of PEC, receives, as compensation from the Partnership, a monthly production
operators fee of $273 for each producing gas well and $897 for each producing oil or
combination gas and oil well, based on the Partnerships percentage of working interest
in the well. These fees are subject to annual adjustments by the percentage increase
in the Cost of Living Index published by the U.S. Department of Labor over the year
$210,035, $137,115 and $92,916 of production operators fees were incurred,
respectively.(c)
    Eastern Oil Well Services Company (EOWSC), a subsidiary of PEC, provided
field services to the Partnership during the years ending December 31, 2004, 2003 and
2002 for which it was billed $3,400, $15,940, and $19,018, respectively.  (7)
    General and Administrative Expenses:  In accordance with the Management Agreement, PEMC will be reimbursed for the portion of
PEMCs in-house overhead, including salaries and related benefits, attributable to the
affairs and operations of the Partnership.This amount combined with certain direct expenses for geology, engineering, legal,
accounting, auditing, insurance and other items shall not exceed an annual amount equal to
5% of limited partner capital contributions. Excess shall be borne by the general partners
in their individual capacity.During 2004, 2003 and 2002, the Partnership recognized general and administrative expenses
incurred on its behalf by a general partner of $100,800 each year. F-15




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002  (8)
    Federal Income Taxes:  The following is a reconciliation between the net income as reported on the Partnerships
federal income tax return and the net income reported in the accompanying financial
statements: Year Ended December 31,2004
    
    
    2003
    
    
    2002Net income as reported on the
Partnerships federal income tax return
    
    $
    206,498
    
    
    $
    73,161
    
    
    $
    115,685Depreciation, depletion and
amortization for financial reporting
purposes greater than income tax amount
    
    
    (26,918
    )
    
    
    (29,420
    )
    
    
    (30,814
    )Net income per accompanying financial
statements
    
    $
    179,580
    
    
    $
    43,741
    
    
    $
    84,871
  The tax returns of the Partnership, the qualifications of the Partnership as such for tax
purposes, and the amount of Partnership income or loss are subject to examination by federal
and state taxing authorities. If such examinations result in changes with respect to
Partnerships qualifications or in changes to its income or loss, the tax liability of the
partners would be changed accordingly. F-16




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##### Table of Contents



STERLING GAS DRILLING FUND 1982
(a New York limited partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004, 2003 AND 2002  (9)
    Major Customers:  A schedule of the major purchases of the Partnerships production is as follows: Purchaser
    
    2004
    
    
    2003
    
    
    2002Clearfield Appalachian
    
    $
    34,439
    
    
    $
    26,118
    
    
    $
    26,650Dominion Field Services
    
    $
    387,831
    
    
    $
    263,720
    
    
    $
    206,784Cabot Oil & Marketing Corporations
    
    $
    75,131
    
    
    $
    46,719
    
    
    $
    31,889Eastern Pipeline Corp.
    
    $
    72,875
    
    
    $
    52,149
    
    
    $
    26,650
  (10)
    Other Revenue:  The Partnerships other income for 2002 was a result of a cash bonus paid to the partnership
for a three-year farmout agreement. The farmout agreement allows a third party the right to
drill a deep well on leasehold acreage owned by the partnership for a period of three years.
If the third party exercises their rights with in the three years the Partnership could
receive an overriding royalty interest. F-17




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##### Table of Contents



SCHEDULE V
STERLING GAS DRILLING FUND 1982
(a New York limited partnership) PROPERTY AND EQUIPMENT - OIL AND GAS PROPERTIES FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    
    Additions
    
    
    
    
    
    
    
    
    
    
    At EndOf Year
    
    
    At cost
    
    
    Retirements
    
    
    Other Changes
    
    
    Of YearYear Ended December 31, 2004:Leasehold costs
    
    $
    466,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    466,804Wells and related equipment
    
    
    11,970,091
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,970,091$
    12,436,895
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,436,895Year Ended December 31, 2003:Leasehold costs
    
    $
    466,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    466,804Wells and related equipment
    
    
    11,970,091
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,970,091$
    12,436,895
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,436,895Year ended December 31, 2002:Leasehold costs
    
    $
    466,804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    466,804Wells and related equipment
    
    
    11,970,091
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,970,091$
    12,436,895
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,436,895
 F-18




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##### Table of Contents



SCHEDULE VI
STERLING GAS DRILLING FUND 1982
(a New York limited partnership) ACCUMULATED DEPRECIATION,
DEPLETION AND AMORTIZATION - OIL AND GAS PROPERTIES FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 Balance at
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    
    Charges to Costs
    
    
    
    
    
    
    Other
    
    
    At EndOf Year
    
    
    and Expenses
    
    
    Retirements
    
    
    Retirements
    
    
    Of YearYear Ended December 31, 2004:Leasehold costs
    
    $
    453,781
    
    
    $
    668
    
    
    $
    
    
    
    $
    
    
    
    $
    454,449Wells and related equipment
    
    
    11,458,431
    
    
    
    26,250
    
    
    
    
    
    
    
    
    
    
    
    11,484,681$
    11,912,212
    
    
    $
    26,918
    
    
    $
    
    
    
    $
    
    
    
    $
    11,939,130Year Ended December 31, 2003:Leasehold costs
    
    $
    453,051
    
    
    $
    730
    
    
    $
    
    
    
    $
    
    
    
    $
    453,781Wells and related equipment
    
    
    11,429,740
    
    
    
    28,691
    
    
    
    
    
    
    
    
    
    
    
    11,458,431$
    11,882,791
    
    
    $
    29,421
    
    
    $
    
    
    
    $
    
    
    
    $
    11,912,212Year ended December 31, 2002:Leasehold costs
    
    $
    452,285
    
    
    $
    766
    
    
    $
    
    
    
    $
    
    
    
    $
    453,051Wells and related equipment
    
    
    11,399,692
    
    
    
    30,048
    
    
    
    
    
    
    
    
    
    
    
    11,429,740$
    11,851,977
    
    
    $
    30,814
    
    
    $
    
    
    
    $
    
    
    
    $
    11,882,791
 F-19




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##### Table of Contents



<Page 33> 
 EXHIBITS INDEX SequentiallyExhibit
    
    
    
    NumberedNumber
    
    Exhibit
    
    Page(3)
    
    Form of Agreement of Limited Partnership of Sterling Gas Drilling Fund
1982 (incorporated by reference to Exhibit (3) of Sterling Gas Drilling
Fund 1982 Form 10-K for the year ended December 31, 1994)(23)
    
    Consent of Ryder Scott Company, L.P. (filed herewith)(31.1)
    
    302 Certification of Chief
Executive Officer (filed herewith)(31.2)
    
    302 Certification of Chief
Financial Officer (filed herewith)(32.1)
    
    Certification of Chief Executive Officer pursuant to 18.U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)(32.2)
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)