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


                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1997

                                       or

    /   /       Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                For the transition period from _______ to _______


                          Commission File No. 2-75530A


                           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

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes / x / No / /

                               Page 1 of 12 pages.
                            Exhibit index on page 11.


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                           PARKER & PARSLEY 82-I, LTD.

                                TABLE OF CONTENTS


                                                                         Page
                                                                         ----
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of June 30, 1997 and
              December 31, 1996   .....................................    3

           Statements of Operations for the three and six
             months ended June 30, 1997 and 1996.......................    4

           Statement of Partners' Capital for the six months
             ended June 30, 1997.......................................    5

           Statements of Cash Flows for the six months
             months ended June 30, 1997 and 1996.......................    6

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

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


                           Part II. Other Information

Item 6.    Exhibits and Reports on Form 8-K............................   11

           27.  Financial Data Schedule

           Signatures..................................................   12





                                        2

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

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS
                                                     June 30,      December 31,
                                                       1997            1996
                                                   -----------     -----------
                                                   (Unaudited)

                       ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $109,081 at June 30
     and $94,031 at December 31                   $    109,581     $     94,531
  Accounts receivable - oil and gas sales               63,529          106,548
                                                   -----------      -----------
          Total current assets                         173,110          201,079
                                                   -----------      -----------
Oil and gas properties - at cost, based on the
  successful efforts accounting method              10,327,280       10,327,153
Accumulated depletion                               (9,081,700)      (9,001,467)
                                                   -----------      -----------
          Net oil and gas properties                 1,245,580        1,325,686
                                                   -----------      -----------
                                                  $  1,418,690     $  1,526,765
                                                   ===========      ===========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                    $     21,051     $     16,749

Partners' capital:
  General partners                                     248,455          264,514
  Limited partners (4,891 interests)                 1,149,184        1,245,502
                                                   -----------      -----------
                                                     1,397,639        1,510,016
                                                   -----------      -----------
                                                  $  1,418,690     $  1,526,765
                                                   ===========      ===========


   The financial information included as of June 30, 1997 has been prepared by
           management without audit by independent public accountants.

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

                                        3

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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                   Three months ended        Six months ended
                                        June 30,                 June 30,
                                 ---------------------    ---------------------
                                    1997        1996         1997        1996
                                 ---------   ---------    ---------   ---------
Revenues:
  Oil and gas                    $ 138,574   $ 182,540    $ 316,572   $ 351,858
  Interest                           1,593       1,327        3,005       2,322
  Salvage income from equipment
     disposals                       1,278         -          3,870         -
  Litigation settlement                -        43,618          -        43,618
                                  --------    --------     --------    --------
                                   141,445     227,485      323,447     397,798
                                  --------    --------     --------    --------
Costs and expenses:
  Oil and gas production            84,880      77,487      161,334     161,472
  General and administrative         5,324       5,924       11,119      11,254
  Depletion                         37,752      25,417       80,233      54,785
  Abandoned property                   -         2,236          -         2,236
                                  --------    --------     --------    --------
                                   127,956     111,064      252,686     229,747
                                  --------    --------     --------    --------
Net income                       $  13,489   $ 116,421    $  70,761   $ 168,051
                                  ========    ========     ========    ========
Allocation of net income:
 General partners                $   8,811   $  31,933    $  29,145   $  49,246
                                  ========    ========     ========    ========
 Limited partners                $   4,678   $  84,488    $  41,616   $ 118,805
                                  ========    ========     ========    ========
Net income per limited
 partnership interest            $     .96   $   17.27    $    8.51   $   24.29
                                  ========    ========     ========    ========
Distributions per limited
 partnership interest            $   11.64   $   19.02    $   28.20   $   25.78
                                  ========    ========     ========    ========


         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        4

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

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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


Balance at January 1, 1997             $ 264,514     $1,245,502     $1,510,016

    Distributions                        (45,204)      (137,934)      (183,138)

    Net income                            29,145         41,616         70,761
                                        --------      ---------      ---------

Balance at June 30, 1997               $ 248,455     $1,149,184     $1,397,639
                                        ========      =========      =========






         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        5

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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                           Six months ended
                                                                June 30,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------
Cash flows from operating activities:
  Net income                                           $   70,761    $  168,051
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depletion                                          80,233        54,785
        Salvage income from equipment disposals            (3,870)          -
  Changes in assets and liabilities:
     (Increase) decrease in accounts receivable            43,019        (5,278)
     Increase (decrease) in accounts payable                4,302       (22,009)
                                                        ---------     ---------
           Net cash provided by operating activities      194,445       195,549
                                                        ---------     ---------
Cash flows from investing activities:
  (Additions to) disposals of oil and gas properties         (127)          753
  Proceeds from salvage income on equipment disposals       3,870           -
                                                        ---------     ---------
           Net cash provided by investing activities        3,743           753
                                                        ---------     ---------
Cash flows from financing activities:
  Cash distributions to partners                         (183,138)     (170,490)
                                                        ---------     ---------
Net increase in cash and cash equivalents                  15,050        25,812
Cash and cash equivalents at beginning of period           94,531        83,890
                                                        ---------     ---------
Cash and cash equivalents at end of period             $  109,581    $  109,702
                                                        =========     =========




         The financial information included herein has been prepared by
           management without audit by independent public accountants.

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

                                        6

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1997
                                   (Unaudited)

Note 1.     Basis of presentation

In the opinion of  management,  the unaudited  financial  statements of Parker &
Parsley 82-I, Ltd. (the "Partnership") as of June 30, 1997 and for the three and
six months  ended June 30, 1997 and 1996  include all  adjustments  and accruals
consisting only of normal recurring accrual  adjustments which are necessary for
a fair presentation of the results for the interim period. These interim results
are not necessarily indicative of results for a full year.

Certain  information  and  footnote  disclosure  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  in this Form 10-Q  pursuant  to the rules and
regulations of the Securities and Exchange Commission.  The financial statements
should  be read in  conjunction  with the  financial  statements  and the  notes
thereto  contained in the  Partnership's  Report on Form 10-K for the year ended
December 31, 1996, as filed with the Securities and Exchange Commission,  a copy
of  which is available  upon request by writing to Rich Dealy,  Controller,  303
West Wall, Suite 101, Midland, Texas 79701.

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

Results of Operations

Six months ended June 30, 1997 compared with six months ended
  June 30, 1996

Revenues:

The Partnership's  oil and gas revenues  decreased 10% to $316,572 from $351,858
for the six months  ended June 30, 1997 as compared to the six months ended June
30, 1996.  The decrease in revenues  resulted  from a 16% decrease in mcf of gas
produced  and sold and an 11%  decrease  in  barrels of oil  produced  and sold,
offset by higher average  prices  received per barrel of oil and mcf of gas. For
the six months ended June 30, 1997,  10,361 barrels of oil were sold compared to
11,623 for the same  period in 1996,  a decrease of 1,262  barrels.  For the six
months ended June 30, 1997,  40,428 mcf of gas were sold  compared to 48,201 mcf
for the  same  period  in 1996,  a  decrease  of 7,773  mcf.  The  decreases  in
production  volumes were  primarily  due to the decline  characteristics  of the
Partnership's  oil  and  gas  properties.   Because  of  these  characteristics,
management  expects a certain amount of decline in production to continue in the
future  until the  Partnership's  economically  recoverable  reserves  are fully
depleted.

                                        7

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The average price received per barrel of oil increased  slightly from $20.66 for
the six months ended June 30, 1996 to $20.70 for the same period in 1997,  while
the average price received per mcf of gas increased 9% from $2.32 during the six
months  ended June 30, 1996 to $2.53 in 1997.  The market  price for oil and gas
has been extremely volatile in the past decade, and management expects a certain
amount of volatility to continue in the foreseeable  future. The Partnership may
therefore  sell its future oil and gas  production  at average  prices  lower or
higher than that received during the six months ended June 30, 1997.

Salvage  income from equipment  disposals of $3,870 was received  during the six
months ended June 30, 1997 from equipment credits received on two fully depleted
wells.

On April 29, 1996, Southmark  Corporation,  the managing general partner 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.

Costs and Expenses:

Total costs and expenses increased to $252,686 for the six months ended June 30,
1997 as  compared  to  $229,747  for the same  period in 1996,  an  increase  of
$22,939,  or 10%. This  increase was due to an increase in depletion,  offset by
decreases  in  abandoned  property  costs,  production  costs  and  general  and
administrative expenses ("G&A").

Production  costs  were  $161,334  for the six months  ended  June 30,  1997 and
$161,472 for the same period in 1996 resulting in a $138 decrease.  The decrease
was primarily due to a decline in production taxes and ad valorem taxes,  offset
by an increase in well repair and maintenance costs.

G&A's  components are independent  accounting and engineering  fees and managing
general partner personnel and operating costs. During this period, G&A decreased
slightly  from $11,254 for the six months ended June 30, 1996 to $11,119 for the
same period in 1997.

Depletion was $80,233 for the six months ended June 30, 1997 compared to $54,785
for the same  period in 1996.  This  represented  an increase  in  depletion  of
$25,448,  or 46%.  This  increase  was the result of a decline  in oil  reserves
during 1997 as a result of lower commodity prices.

Abandoned  property  costs for the six months ended June 30, 1996 were $2,236 to
plug and abandon one oil and gas well.

                                        8

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Three months ended June 30, 1997 compared with three months ended
  June 30, 1996

Revenues:

The Partnership's  oil and gas revenues  decreased 24% to $138,574 from $182,540
for the three  months  ended June 30, 1997 as compared to the three months ended
June 30,  1996.  The decrease resulted from lower  average prices  received  per
barrel of oil and mcf of gas and by a decrease  in barrels of oil and mcf of gas
produced and sold.  For the three months ended June 30, 1997,  4,875  barrels of
oil were sold  compared to 5,417 for the same period in 1996,  a decrease of 542
barrels,  or 10%. For the three  months  ended June 30, 1997,  19,714 mcf of gas
were sold  compared to 23,385 for the same  period in 1996,  a decrease of 3,671
mcf, or 16%. The  decreases in  production  volumes  were  primarily  due to the
decline characteristics of the Partnership's oil and gas properties.

The average  price  received per barrel of oil  decreased  $3.29,  or 15%,  from
$22.33 for the three  months  ended June 30, 1996 to $19.04 for the three months
ended June 30, 1997,  while the average price  received per mcf of gas decreased
12% from $2.63 for the three  months  ended June 30,  1996 to $2.32 for the same
period in 1997.

Salvage income from equipment  disposals of $1,278 was received during the three
months ended June 30, 1997 from equipment credits received on two fully depleted
wells.

On April 29, 1996, Southmark  Corporation,  the managing general partner 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.

Costs and Expenses:

Total costs and  expenses  increased to $127,956 for the three months ended June
30, 1997 as compared to $111,064 for the three  months  ended June 30, 1996,  an
increase of $16,892, or 15%. This increase was due to increases in depletion and
production costs, offset by a decrease in abandoned property costs and G&A.

Production  costs were  $84,880  for the three  months  ended June 30,  1997 and
$77,487 for the same period in 1996 resulting in a $7,393 increase, or 10%. This
increase was  primarily  due to additional  well repair and  maintenance  costs,
offset by a decrease in production taxes.

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,  10% from $5,924 for the three  months ended June 30,
1996 to $5,324 for the same period in 1997.

                                        9

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Depletion  was $37,752  for the three  months  ended June 30,  1997  compared to
$25,417 for the same period in 1996.  This  represented an increase in depletion
of $12,335,  or 49%, primarily  attributable to a decline in oil reserves during
1997 as a result of lower commodity prices.

Abandoned property costs were $2,236 for the three months ended June 30, 1996 to
plug and abandon one well.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating activities decreased $1,104 during the six months
ended June 30, 1997 from the same period ended June 30, 1996.  This decrease was
due to the  receipt  of  proceeds  from  the  litigation  settlement  in 1996 as
discussed  in Item 2 and a  decline  in  production  costs  paid,  offset  by an
increase in oil and gas sales receipts.

Net Cash Provided by Investing Activities

The  Partnership's  principle  investing  activities during the six months ended
June 30, 1997 and 1996 were related to the additions or disposals of oil and gas
equipment on active properties.

Proceeds of $3,870 were received  during the six months ended June 30, 1997 from
the disposal of oil and gas equipment on two fully depleted wells.

Net Cash Used in Financing Activities

Cash  was   sufficient  for  the  six  months  ended  June  30,  1997  to  cover
distributions  to the partners of $183,138 of which $45,204 was  distributed  to
the general partners and $137,934 to the limited  partners.  For the same period
ended June 30, 1996,  cash was sufficient for  distributions  to the partners of
$170,490 of which $44,383 was  distributed to the general  partners and $126,107
to the limited partners.  Cash distributions to the partners of $170,490 for the
six months  ended June 30,  1996  included  $9,585 to the general  partners  and
$34,033  to the  limited  partners,  resulting  from  proceeds  received  in the
litigation settlement discussed in Item 2.

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

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

(1)      "Item 2.  Management's  Discussion and Analysis of Financial  Condition
         and Results of Operations"  contains  forward  looking  statements that
         involve risks and  uncertainties.  Accordingly,  no  assurances  can be
         given  that the  actual  events  and  results  will  not be  materially
         different than the anticipated results described in the forward looking
         statements.

                                       10


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                           Part II. Other Information

Item 6.     Exhibits and Reports on Form 8-K

(a)      Exhibits

         27.   Financial Data Schedule

(b)      Reports on Form 8-K - none



                                       11

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                           PARKER & PARSLEY 82-1, LTD.
                          (A Texas Limited Partnership)



                               S I G N A T U R E S



      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                       PARKER & PARSLEY 82-1, LTD.

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




Dated:  August 11, 1997           By:    /s/ Rich Dealy
                                       --------------------------------
                                       Rich Dealy, Controller of PPUSA




                                       12

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