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 March 31, 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 82-1, 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 10 pages.

                             -There are no exhibits-


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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 March 31, 1997 and
             December 31, 1996.........................................    3

           Statements of Operations for the three months
             ended March 31, 1997 and 1996.............................    4

           Statement of Partners' Capital for the three months
             ended March 31, 1997......................................    5

           Statements of Cash Flows for the three months
             ended March 31, 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............................    9

           27.    Financial Data Schedule

           Signatures..................................................   10




                                        2

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

                          Part I. Financial Information

Item 1.   Financial Statements

                                 BALANCE SHEETS

                                                     March 31,      December 31,
                                                       1997            1996
                                                    -----------     -----------
                                                    (Unaudited)
                 ASSETS

Current assets:
   Cash and cash equivalents, including interest
      bearing deposits of $118,512 at March 31
      and $94,031 at December 31                    $   119,012     $    94,531
   Accounts receivable - oil and gas sales               73,019         106,548
                                                     ----------      ----------
         Total current assets                           192,031         201,079
                                                     ----------      ----------
Oil and gas properties - at cost, based on the
   successful efforts accounting method              10,327,280      10,327,153
Accumulated depletion                                (9,043,948)     (9,001,467)
                                                     ----------      ----------
         Net oil and gas properties                   1,283,332       1,325,686
                                                     ----------      ----------
                                                    $ 1,475,363     $ 1,526,765
                                                     ==========      ==========

LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                     $    15,671     $    16,749

Partners' capital:
   General partners                                     258,230         264,514
   Limited partners (4,891 interests)                 1,201,462       1,245,502
                                                     ----------      ----------
                                                      1,459,692       1,510,016
                                                     ----------      ----------
                                                    $ 1,475,363     $ 1,526,765
                                                     ==========      ==========


  The financial information included as of March 31, 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
                                                              March 31,
                                                     -------------------------
                                                        1997            1996
                                                     ---------       ---------

Revenues:
  Oil and gas                                        $ 177,998       $ 169,318
  Interest                                               1,412             995
  Salvage income from equipment disposals                2,592             -
                                                      --------        --------
                                                       182,002         170,313
                                                      --------        --------
Costs and expenses:
  Oil and gas production                                76,454          83,985
  General and administrative                             5,795           5,330
  Depletion                                             42,481          29,368
                                                      --------        --------
                                                       124,730         118,683
                                                      --------        --------
Net income                                           $  57,272       $  51,630
                                                      ========        ========
Allocation of net income:
  General partners                                   $  20,334       $  17,313
                                                      ========        ========
  Limited partners                                   $  36,938       $  34,317
                                                      ========        ========
Net income per limited partnership interest          $    7.55       $    7.02
                                                      ========        ========
Distributions per limited partnership interest       $   16.56       $    6.76
                                                      ========        ========


         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                     (26,618)         (80,978)        (107,596)

    Net income                         20,334           36,938           57,272
                                     --------        ---------        ---------

Balance at March 31, 1997           $ 258,230       $1,201,462       $1,459,692
                                     ========        =========        =========






         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)



                                                          Three months ended
                                                               March 31,
                                                       ------------------------
                                                          1997          1996
                                                       ----------    ----------

Cash flows from operating activities:

 Net income                                            $   57,272    $   51,630
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depletion                                              42,481        29,368
    Salvage income from equipment disposals                (2,592)          -
 Changes in assets and liabilities:
    (Increase) decrease in accounts receivable             33,529       (11,133)
    Decrease in accounts payable                           (1,078)      (29,812)
                                                        ---------     ---------
       Net cash provided by operating activities          129,612        40,053
                                                        ---------     ---------
Cash flows from investing activities:

 (Additions to) deletions of oil and gas properties          (127)          752
 Proceeds from salvage income on equipment disposals        2,592           -
                                                        ---------     ---------
       Net cash provided by investing activities            2,465           752
                                                        ---------     ---------
Cash flows from financing activities:

 Cash distributions to partners                          (107,596)      (44,095)
                                                        ---------     ---------
Net increase (decrease) in cash and cash equivalents       24,481        (3,290)
Cash and cash equivalents at beginning of period           94,531        83,890
                                                        ---------     ---------
Cash and cash equivalents at end of period             $  119,012    $   80,600
                                                        =========     =========



         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
                                 March 31, 1997
                                   (Unaudited)

Note 1.     Organization and nature of operations

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

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

Note 2.     Basis of presentation

In the opinion of management, the unaudited financial statements as of March 31,
1997 of the Partnership  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.  However,  these interim results are not
necessarily indicative of results for a full year.

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
Steven L. Beal, Senior Vice President,  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

Revenues:

The Partnership's  oil and gas revenues  increased to $177,998 from $169,318 for
the three  months  ended March 31, 1997 and 1996,  respectively,  an increase of
$8,680,  or 5%. The increase in revenues  resulted  from higher  average  prices
received  per barrel of oil and mcf of gas,  offset by a 12% decrease in barrels
of oil produced and sold and a 17% decrease in mcf of gas produced and sold. For
the three months ended March 31, 1997,  5,486  barrels of oil were sold compared
to 6,206 for the same period in 1996, a decrease of 720  barrels.  For the three
months ended March 31, 1997,  20,714 mcf of gas were sold compared to 24,816 for
the same period in 1996, a decrease of 4,102 mcf.  The  decreases in oil and gas
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  $2.95,  or 15%,  from
$19.21 for the three  months  ended March 31, 1996 to $22.16 for the same period
in 1997,  while the average  price  received per mcf of gas  increased  35% from
$2.02  during the three months ended March 31, 1996 to $2.72 for the same period
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
three months ended March 31, 1997.

Salvage income from equipment  disposals of $2,592 was received during the three
months  ended  March  31,  1997 from  equipment  credits  received  on two fully
depleted wells.

Costs and Expenses:

Total costs and expenses  increased to $124,730 for the three months ended March
31, 1997 as compared  to  $118,683  for the same period in 1996,  an increase of
$6,047,  or 5%. This  increase was due to increases in depletion and general and
administrative expenses ("G&A"), offset by a decline in production costs.

Production  costs were  $76,454  for the three  months  ended March 31, 1997 and
$83,985 for the same period in 1996 resulting in a $7,531  decrease,  or 9%. The
decrease was primarily due to less 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
increased,  in  aggregate,  9% from $5,330 for the three  months ended March 31,
1996 to $5,795 for the same period in 1997.

Depletion  was $42,481  for the three  months  ended March 31, 1997  compared to
$29,368  for the same  period in 1996,  an  increase  of  $13,113,  or 45%.  The
increase  is the  result of a  downward  revision  in oil  reserves  of  107,471
barrels,  offset by a decline in oil  production  of 720  barrels  for the three
months ended March 31, 1997 compared to the same period in 1996.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities  increased  $89,559  during the three
months  ended March 31, 1997 from the same period in 1996.  The increase was due
to an increase in oil and gas sales receipts and a decrease in expenditures  for
production costs.

Net Cash Provided by Investing Activities

The Partnership's  principle investing  activities during the three months ended
March 31, 1997 and 1996 were  related to the addition or disposal of oil and gas
equipment on active properties.

Proceeds of $2,592 were  received  during the three  months ended March 31, 1997
from the disposal of oil and gas equipment on two fully depleted wells.

                                        8

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Net Cash Used in Financing Activities

Cash  was  sufficient  for the  three  months  ended  March  31,  1997 to  cover
distributions  to the partners of $107,596 of which $80,978 was  distributed  to
the limited  partners and $26,618 to the general  partners.  For the same period
ended March 31, 1996, cash was sufficient for  distributions  to the partners of
$44,095 of which $33,051 was distributed to the limited  partners and $11,044 to
the general partners.

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 6.     Exhibits and Reports on Form 8-K

(a)     Exhibits

        27.   Financial Data Schedule

(b)     Reports on Form 8-K - none

                                        9

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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:  May 7, 1997             By:    /s/ Steven L. Beal
                                       -------------------------------------
                                       Steven L. Beal, Senior Vice President
                                         and Chief Financial Officer of PPUSA


                                       10

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