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 September 30, 1996

                                       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 82-1, 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 14 pages.

                             -There are no exhibits-


<PAGE>



                           PARKER & PARSLEY 82-I, LTD.

                                TABLE OF CONTENTS


                                                                     Page
                          Part I. Financial Information

Item 1.    Financial Statements

           Balance Sheets as of September 30, 1996 and
              December 31, 1995   .................................    3

           Statements of Operations for the three and nine
             months ended September 30, 1996 and 1995..............    4

           Statement of Partners' Capital for the nine months
             ended September 30, 1996..............................    5

           Statements of Cash Flows for the nine months ended
             September 30, 1996 and 1995...........................    6

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

Item 2.    Management's Discussion and Analysis of Financial
             Condition and Results of Operations...................    9
         


                      Part II. Other Information

Item 1.    Legal Proceedings.......................................   13

             Signatures............................................   14




                                        2

<PAGE>



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

                          Part I. Financial Information

Item 1.   Financial Statements
                                 BALANCE SHEETS
                                                    September 30,  December 31,
                                                        1996          1995
                                                    -----------    -----------
                                                    (Unaudited)
                 ASSETS

Current assets:
  Cash and cash equivalents, including interest
     bearing deposits of $103,913 at September 30
     and $82,469 at December 31                     $   104,413    $    83,890
  Accounts receivable - oil and gas sales                68,052         62,586
                                                     ----------     ----------
         Total current assets                           172,465        146,476
                                                     ----------     ----------

Oil and gas properties - at cost, based on the
  successful efforts accounting method               10,409,838     10,409,464
     Accumulated depletion                           (9,047,239)    (8,970,229)
                                                     ----------     ----------
         Net oil and gas properties                   1,362,599      1,439,235
                                                     ----------     ----------
                                                    $ 1,535,064    $ 1,585,711
                                                     ==========     ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                      $    30,431    $    50,057

Partners' capital:
  Limited partners (4,891 interests)                  1,245,052      1,277,125
  General partners                                      259,581        258,529
                                                     ----------     ----------
                                                      1,504,633      1,535,654
                                                     ----------     ----------
                                                    $ 1,535,064    $ 1,585,711
                                                     ==========     ==========

The financial information included as of September 30, 1996 has been prepared by
           management without audit by independent public accountants.

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

                                        3

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                    Three months ended      Nine months ended
                                       September 30,           September 30,
                                  ---------------------   ---------------------
                                     1996        1995        1996        1995
                                  ---------   ---------   ---------   ---------
Revenues:
   Oil and gas                    $ 149,723   $ 134,422   $ 501,581   $ 472,677
   Interest                           1,494       1,769       3,816       4,742
   Litigation settlement                -           -        43,618         -
                                   --------    --------    --------    --------

                                    151,217     136,191     549,015     477,419
                                   --------    --------    --------    --------
Costs and expenses:
   Oil and gas production            68,402     106,354     229,874     302,428
   General and administrative         7,114       7,047      18,368      15,623
   Depletion                         22,225      42,742      77,010     131,651
   Loss on sale of asset                -           -           -           249
   Abandoned property                   -           -         2,236         -
                                   --------    --------    --------    --------

                                     97,741     156,143     327,488     449,951
                                   --------    --------    --------    --------

Net income (loss)                 $  53,476   $ (19,952)  $ 221,527   $  27,468
                                   ========    ========    ========    ========
Allocation of net income (loss):
   General partners               $  16,703   $   1,423   $  65,949   $  26,615
                                   ========    ========    ========    ========

   Limited partners               $  36,773   $ (21,375)  $ 155,578   $     853
                                   ========    ========    ========    ========
Net income (loss) per limited
   partnership interest           $    7.52   $   (4.37)  $   31.81   $     .17
                                   ========    ========    ========    ========
Distributions per limited
   partnership interest           $   12.59   $    9.65   $   38.37   $   32.51
                                   ========    ========    ========    ========

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

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

                                        4

<PAGE>



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

                         STATEMENT OF PARTNERS' CAPITAL
                                   (Unaudited)




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


Balance at January 1, 1996           $ 258,529     $ 1,277,125     $ 1,535,654

    Distributions                      (64,897)       (187,651)       (252,548)

    Net income                          65,949         155,578         221,527
                                      --------      ----------      ----------

Balance at September 30, 1996        $ 259,581     $ 1,245,052     $ 1,504,633
                                      ========      ==========      ==========




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

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

                                        5

<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                          Nine months ended
                                                             September 30,
                                                          1996          1995
                                                       ---------     ---------
Cash flows from operating activities:

  Net income                                           $ 221,527     $  27,468
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depletion                                           77,010       131,651
      Loss on sale of asset                                  -             249
  Changes in assets and liabilities:
      (Increase) decrease in accounts receivable          (5,466)       16,287
      Increase (decrease) in accounts payable            (20,482)       20,128
                                                        --------      --------

           Net cash provided by operating activities     272,589       195,783
                                                        --------      --------

Cash flows from investing activities:

  Additions (deletions) to oil and gas properties            482        (1,096)

Cash flows from financing activities:

  Cash distributions to partners                        (252,548)     (210,092)
                                                        --------      --------

Net increase (decrease) in cash and cash equivalents      20,523       (15,405)
Cash and cash equivalents at beginning of period          83,890       101,573
                                                        --------      --------

Cash and cash equivalents at end of period             $ 104,413     $  86,168
                                                        ========      ========


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

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

                                        6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Unaudited)


Note 1.

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

The Registrant  engages  primarily in oil and gas  exploration,  development and
production  in Texas and New Mexico and is not involved in any industry  segment
other than oil and gas.

Note 2.

In the opinion of management, the Registrant's unaudited financial statements as
of September 30, 1996 and for the three and nine months ended September 30, 1996
and  1995  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  Registrant's  Report on Form 10-K for the year ended
December 31, 1995, as filed with the Securities and Exchange Commission,  a copy
of which is  available  upon  request by writing to Steven L. Beal,  Senior Vice
President, 303 West Wall, Suite 101, Midland, Texas 79701.

Note 3.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed  the  shorting  practice  from  Parker  &  Parsley
Development L.P. ("PPDLP").  The May 25, 1993 settlement  agreement called for a
payment  of  $115  million  in  cash  by  the  defendants,  and  Southmark,  the
Registrant,  and the other  plaintiffs  indemnified  the defendants  against the
claims  of  Jack N. Price.  The  managing  general  partner received  the funds,

                                        7

<PAGE>



deducted  incurred  legal  expenses,  accrued  interest,  determined the general
partner's portion of the funds and calculated any inter-partnership allocations.

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

A distribution of $91,000,000 was made to the working interest owners, including
the  Registrant,   on  July  30,  1993.  The  limited  partners  received  their
distribution  of  $359,173,  or $73.44  per  limited  partnership  interest,  in
September 1993. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition of the purchase by Parker & Parsley Petroleum Company of Parker &
Parsley Development Company ("PPDC"),  which was merged into PPDLP on January 1,
1995,  from its former  parent in May 1989,  PPDC's  interest in the lawsuit and
subsequent  settlement was retained by the former parent.  Consequently,  all of
PPDC's share of the settlement  related to its separately  held interests in the
wells and its partnership  interests in the sponsored  partnerships (except that
portion allocable to interests  acquired by PPDC after May 1989) was paid to the
former parent.

On September  20,  1995,  the Beaumont  trial judge  entered a summary  judgment
against Southmark for the $13,790,000  contingent fee sought by Price,  together
with prejudgment  interest,  and also awarded Price an additional  $5,498,525 in
attorneys'  fees. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.


                                        8

<PAGE>



Pursuant to the settlement agreement,  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,  including  $34,033,  or $6.96 per limited partnership interest
to the Registrant and its partners.

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

Results of Operations

Nine months ended  September 30, 1996 compared with nine months ended  September
 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $501,581 from $472,677 for
the nine months ended September 30, 1996 and 1995, respectively,  an increase of
6%. The increase in revenues  resulted from higher average  prices  received per
barrel  of oil  and mcf of gas,  offset  by a 15%  decrease  in  barrels  of oil
produced and sold and an 8% decrease in mcf of gas  produced  and sold.  For the
nine months ended  September 30, 1996,  16,758 barrels of oil were sold compared
to 19,765 for the same period in 1995, a decrease of 3,007 barrels. For the nine
months ended September 30, 1996,  66,916 mcf of gas were sold compared to 73,035
for the  same  period  in 1995,  a  decrease  of 6,119  mcf.  The  decreases  in
production  volumes were  primarily  due to the decline  characteristics  of the
Registrant's  oil  and  gas  properties.   Because  of  these   characteristics,
management  expects a certain amount of decline in production to continue in the
future  until  the  Registrant's  economically  recoverable  reserves  are fully
depleted.

The average  price  received per barrel of oil  increased  $3.73,  or 22%,  from
$17.33  for the nine  months  ended  September  30,  1995 to $21.06 for the same
period in 1996 while the average  price  received per mcf of gas  increased  25%
from $1.78 during the nine months ended September 30, 1995 to $2.22 for the same
period in 1996. 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 Registrant may therefore sell its future
oil and gas  production  at average  prices  lower or higher than that  received
during the nine months ended September 30, 1996.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $327,488  for the nine  months  ended
September  30,  1996 as compared  to  $449,951  for the same  period in 1995,  a
decrease of $122,463,  or 27%.  This  decrease was due to declines in production
costs,  depletion and loss on sale of asset,  offset by increases in general and
administrative expenses ("G&A") and abandoned property costs.

Production  costs were $229,874 for the nine months ended September 30, 1996 and
$302,428 for the same period in 1995  resulting in a $72,554  decrease,  or 24%,
primarily attributable to a reduction in well repair and maintenance costs.

                                        9

<PAGE>




G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A increased, in aggregate,  18% from $15,623 for the nine months ended
September 30, 1995 to $18,368 for the same period in 1996.

Depletion  was $77,010 for the nine months ended  September 30, 1996 compared to
$131,651  for the same period in 1995,  representing  a decrease of $54,641,  or
42%. This decrease was primarily  attributable to the following  factors:  (i) a
reduction  in the  Registrant's  net  depletable  basis  from  charges  taken in
accordance with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for long-Lived Assets to be Disposed
Of" ("FAS 121"),  (ii) a reduction in oil  production  of 3,007  barrels for the
nine months ended September 30, 1996 as compared to the same period in 1995, and
(iii) an increase in oil and gas reserves  during the third quarter of 1996 as a
result of higher commodity prices.

A loss of $249  from the sale of one  fully  depleted  property  was  recognized
during the nine months ended  September 30, 1995,  reflecting  reimbursement  of
revenues received after the effective date of sale. There were no property sales
during the nine months ended September 30, 1996.

Abandoned  property  costs for the nine  months  ended  September  30, 1996 were
$2,236 to plug and  abandon  one  uneconomical  oil and gas well.  There were no
abandoned property costs for the same period in 1995.

On May 25,  1993,  a final  settlement  agreement  was  negotiated,  drafted and
finally  executed,  ending litigation which had begun on September 5, 1989, when
the Registrant  filed suit along with other parties against Dresser  Industries,
Inc.;  Titan  Services,  Inc.;  BJ-Titan  Services  Company;  BJ-Hughes  Holding
Company;  Hughes Tool Company;  Baker Hughes Production  Tools,  Inc.; and Baker
Hughes  Incorporated  alleging that the defendants had  intentionally  failed to
provide the materials and services  ordered and paid for by the  Registrant  and
other parties in connection with the fracturing and acidizing of 523 wells,  and
then  fraudulently  concealed the shorting practice from PPDLP. The May 25, 1993
settlement  agreement  called  for a  payment  of  $115  million  in cash by the
defendants,  and Southmark, the Registrant, and the other plaintiffs indemnified
the defendants against the claims of Jack N. Price. The managing general partner
received  the  funds,  deducted  incurred  legal  expenses,   accrued  interest,
determined  the  general  partner's  portion  of the  funds and  calculated  any
inter-partnership allocations.

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

                                       10

<PAGE>




A distribution of $91,000,000 was made to the working interest owners, including
the  Registrant,   on  July  30,  1993.  The  limited  partners  received  their
distribution  of  $359,173,  or $73.44  per  limited  partnership  interest,  in
September 1993. The allocation of the lawsuit settlement amount was based on the
original  verdict  entered on October 26, 1990.  The  allocation  to the working
interest  owners in each well (including the Registrant) was based on a ratio of
the relative  amount of damages due to  overcharges  for services and  materials
("Materials") and damages for loss of past and future production ("Production"),
each as determined in that initial judgment. Within the Registrant,  damages for
Materials  were allocated  between the partners based on their original  sharing
percentages for costs of acquiring and/or drilling of wells. Similarly,  damages
related to Production were allocated to the partners in the Registrant  based on
their respective share of revenues from the subject wells.

As a condition  of the purchase by Parker & Parsley  Petroleum  Company of PPDC,
which was merged  into PPDLP on January 1, 1995,  from its former  parent in May
1989,  PPDC's interest in the lawsuit and subsequent  settlement was retained by
the former parent.  Consequently,  all of PPDC's share of the settlement related
to its separately held interests in the wells and its  partnership  interests in
the sponsored  partnerships (except that portion allocable to interests acquired
by PPDC after May 1989) was paid to the former parent.

On September  20,  1995,  the Beaumont  trial judge  entered a summary  judgment
against Southmark for the $13,790,000  contingent fee sought by Price,  together
with prejudgment  interest,  and also awarded Price an additional  $5,498,525 in
attorneys'  fees. On January 22, 1996, the trial judge entered an  interlocutory
summary judgment  against Dresser  Industries and Baker Hughes for an amount yet
to be  determined.  Pursuant to their  indemnity  obligations,  the  Registrant,
Southmark,  PPDLP and other original  plaintiffs have  vigorously  protected the
rights of both Dresser and Baker Hughes.  Southmark has  vigorously  pursued its
appeal of the judgment,  and has posted a supersedeas  bond using the Reserve as
collateral. On April 29, 1996, all of the parties,  including the Registrant and
Southmark,  entered  into a $7.4 million  settlement  with Price which fully and
finally  resolves  all of the  litigation  and  disputes  between  the  parties,
including the Registrant's indemnity obligations to Dresser and Baker Hughes.

Pursuant to the settlement agreement,  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, including $34,033, or $6.96 per limited partnership interest to
the Registrant and its partners.

Three months ended September 30, 1996 compared with three months ended September
 30, 1995

Revenues:

The  Registrant's  oil and gas revenues  increased to $149,723 from $134,422 for
the three months ended September 30, 1996 and 1995, respectively, an increase of
11%. The increase resulted from higher average prices received per barrel of oil
and mcf of gas,  offset by an 18%  decrease in barrels of oil  produced and sold
and a 14%  decrease in mcf of gas produced and sold.  For the three months ended

                                       11

<PAGE>



September  30, 1996,  5,135  barrels of oil were sold  compared to 6,235 for the
same period in 1995,  a decrease of 1,100  barrels.  For the three  months ended
September 30, 1996,  18,715 mcf of gas were sold compared to 21,690 for the same
period in 1995, a decrease of 2,975 mcf. The  decreases  in  production  volumes
were primarily due to the decline  character  istics of the Registrant's oil and
gas properties.

The average price received per barrel of oil increased $5.39 or 33%, from $16.56
for the three  months  ended  September  30, 1995 to $21.95 for the three months
ended  September  30,  1996  while the  average  price  received  per mcf of gas
increased  38% from $1.44 during the three months  ended  September  30, 1995 to
$1.98 for the same period in 1996.

Costs and Expenses:

Total  costs and  expenses  decreased  to  $97,741  for the three  months  ended
September  30,  1996 as compared  to  $156,143  for the same  period in 1995,  a
decrease of $58,402 or 37%.  This  decrease  was due to  declines in  production
costs and depletion, offset by an increase in G&A.

Production  costs were $68,402 for the three months ended September 30, 1996 and
$106,354 for the same period in 1995  resulting in a $37,952  decrease,  or 36%.
The  decrease was due to  reductions  in well repair and  maintenance  costs and
lower ad valorem taxes.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A  increased,  in  aggregate,  from $7,047 for the three months ended
September 30, 1995 to $7,114 for the same period in 1996.

Depletion was $22,225 for the three months ended  September 30, 1996 compared to
$42,742 for the same period in 1995, representing a decrease of $20,517, or 48%,
primarily  attributable  to  the  following  factors:  (i) a  reduction  in  the
Registrant's net depletable basis from charges taken in accordance with FAS 121,
(ii) a reduction in oil  production  of 1,100 barrels for the three months ended
September 30, 1996 as compared to the same period in 1995, and (iii) an increase
in oil and gas reserves  during the third  quarter of 1996 as a result of higher
commodity prices.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $76,806  during the nine
months ended  September 30, 1996 from the same period ended  September 30, 1995.
This increase was  primarily due to the receipt of proceeds from the  litigation
settlement discussed in Note 3 and reduced production costs.

Net Cash Provided by (Used In) Investing Activities

The Registrant's  principal  investing  activities  during the nine months ended
September  30,  1996 and 1995,  respectively,  was  related to the  disposal  or
replacement of oil and gas equipment on various oil and gas properties.

                                       12

<PAGE>




Net Cash Used in Financing Activities

Cash was  sufficient  for the nine  months  ended  September  30,  1996 to cover
distributions  to the partners of $252,548 of which $187,651 was  distributed to
the limited  partners and $64,897 to the general  partners.  For the same period
ended September 30, 1995, cash was sufficient for  distributions to the partners
of $210,092 of which  $159,028  was  distributed  to the  limited  partners  and
$51,064 to the general partners.

Cash  distributions  to the  partners  of  $252,548  for the nine  months  ended
September  30, 1996 included  $34,033 to the limited  partners and $9,585 to the
general partners,  resulting from proceeds received in the litigation settlement
as discussed in Note 3.

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

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

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


                           Part II. Other Information

Item 1.    Legal Proceedings

During  April  1996,  the  Registrant  completed  the  settlement  of a material
litigation to which it was a party.  This  litigation and settlement  thereof is
described in Note 3 of Notes to Financial Statements above.


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<PAGE>


                           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:  November 6, 1996     By:   /s/ Steven L. Beal
                                    -----------------------------------------
                                    Steven L. Beal, Senior Vice President
                                      and Chief Financial Officer of PPUSA



                                       14

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