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

                                     FORM 10-K

          / x /    Annual Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934 (Fee Required)
                    For the fiscal year ended December 31, 1995
                                         or
          /   /   Transition Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934 (No Fee Required)

                            Commission File No. 2-75530B

                            PARKER & PARSLEY 82-II, LTD.
               (Exact name of Registrant as specified in its charter)
                  Texas                                    75-1867115
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                 Identification Number)

  303 West Wall, Suite 101, Midland, Texas                    79701
  (Address of principal executive offices)                  (Zip code)

        Registrant's Telephone Number, including area code : (915) 683-4768

       Securities  registered  pursuant  to  Section  12(b) of the Act:  None
            Securities registered pursuant to Section 12(g) of the Act:
                  Limited partnership interests ($2,000 per unit)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes / x / No / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / x /

No  market  currently  exists  for  the  limited  partnership  interests  of the
Registrant.  Based on original  purchase  price the  aggregate  market  value of
limited  partnership  interests  owned by  non-affiliates  of the  Registrant is
$11,892,000.

As of March 8, 1996, the number of outstanding limited partnership interests was
6,126.    The  following  documents  are  incorporated  by  reference  into  the
indicated parts of this Annual Report on Form 10-K: None

                                Page 1 of 29 pages.
                             -Exhibit index on page 29-


<PAGE>



                                    PART I


ITEM 1.     Business

Parker &  Parsley  82-II,  Ltd.  (the  "Registrant")  is a  limited  partnership
organized  in 1982 under the laws of the State of Texas.  The  managing  general
partner  is Parker &  Parsley  Development  L.P.  ("PPDLP")  and its  co-general
partner is P&P  Employees  82-II,  Ltd., a Texas limited  partnership  ("EMPL").
PPDLP's general partner is Parker & Parsley Petroleum USA, Inc.  ("PPUSA").  The
managing  general  partner  during the year ended December 31, 1994 was Parker &
Parsley Development  Company ("PPDC").  PPDC was merged into PPDLP on January 1,
1995. See Item 12 (c).

A Registration  Statement,  as amended,  filed pursuant to the Securities Act of
1933,  registering limited partnership  interests  aggregating  $33,000,000 in a
series  of Texas  limited  partnerships  formed  under the  Parker & Parsley  82
Drilling  Program,  was  declared  effective  by  the  Securities  and  Exchange
Commission on February 4, 1982.  On September 30, 1982,  the offering of limited
partnership  interests in the Registrant,  the second  partnership  formed under
such registration statement,  was closed, with interests aggregating $12,252,000
being sold to 798 subscribers.

The Registrant  engages  primarily in oil and gas  exploration,  development and
production  and is not involved in any industry  segment other than oil and gas.
See "Item 6. Selected  Financial  Data" and "Item 8.  Financial  Statements  and
Supplementary  Data" of this report for a summary of the  Registrant's  revenue,
income and identifiable assets.

The principal  markets during 1995 for the oil produced by the  Registrant  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Registrant's   oil  producing   properties.   The  principal   markets  for  the
Registrant's   gas  were  companies   that  have  pipelines   located  near  the
Registrant's gas producing properties.  Of the Registrant's oil and gas revenues
for 1995,  approximately  70% and 11% were  attributable to sales made to Phibro
Energy, Inc. and Western Gas Resources, Inc., respectively.

Because of the demand for oil and gas, the Registrant  does not believe that the
termination  of the  sales of its  products  to any one  customer  would  have a
material adverse impact on its operations. The loss of a particular customer for
gas may have an effect if that  particular  customer  has the only gas  pipeline
located  in  the  areas  of  the  Registrant's  gas  producing  properties.  The
Registrant  believes,  however,  that  the  effect  would  be  temporary,  until
alternative arrangements could be made.

Federal and state  regulation of oil and gas operations  generally  includes the
fixing of maximum prices for regulated categories of natural gas, the imposition
of maximum  allowable  production rates, the taxation of income and other items,
and the protection of the environment. Although the Registrant believes that its
business  operations do not impair  environmental  quality and that its costs of
complying  with  any  applicable  environmental  regulations  are not  currently
significant,   the  Registrant   cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

                                      2

<PAGE>



The  Registrant  does not have any  employees  of its  own.  PPUSA  employs  623
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Registrant's  business  during the period  for which this  report is filed.  The
Registrant's  managing  general  partner,  PPDLP  through  PPUSA,  supplies  all
management functions.

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

ITEM 2.     Properties

The  Registrant's   properties  consist  primarily  of  leasehold  interests  in
properties on which oil and gas wells are located.  Such property  interests are
often subject to landowner royalties, overriding royalties and other oil and gas
leasehold interests.

Fractional  working  interests  in  developmental  and  exploratory  oil and gas
prospects  located  in Texas and New Mexico  were  acquired  by the  Registrant,
resulting in the  Registrant's  participation  in the drilling of 52 oil and gas
wells.  At December 31, 1995, the Registrant had 23 producing oil and gas wells;
one well was  plugged  and  abandoned  in a previous  period and five wells were
completed as dry holes. Twenty-three wells have been sold; one in 1994 and 22 in
1995. The Registrant  received  interests in two additional oil and gas wells in
1993 due to the Registrant's back-in after payout provisions.

For  information  relating  to the  Registrant's  estimated  proved  oil and gas
reserves at December 31, 1995, 1994 and 1993, and changes in such quantities for
the years then ended,  see Note 7 of Notes to Financial  Statements  included in
"Item 8. Financial  Statements and Supplementary Data" below. Such reserves have
been estimated by the engineering staff of PPUSA with a review by an independent
petroleum consultant.

ITEM 3.     Legal Proceedings

The Registrant is a party to material litigation which is described in Note 9 of
Notes to Financial  Statements  included in "Item 8.  Financial  Statements  and
Supplementary Data" below.

ITEM 4.     Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security holders during the fourth
quarter of 1995.











                                      3

<PAGE>



                                   PART II

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

At March 8, 1996,  the  Registrant  had 6,126  outstanding  limited  partnership
interests  held of record by 856  subscribers.  There is no  established  public
trading  market  for  the  limited  partnership  interests.  Under  the  limited
partnership   agreement,   PPDLP  has  made  certain   commitments  to  purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the managing general  partner,  are not
required to meet the Registrant's obligations are distributed to the partners at
least quarterly in accordance with the limited partnership agreement. During the
years ended December 31, 1995 and 1994,  distributions of $428,001 and $149,017,
respectively, were made to the limited partners.

ITEM 6.     Selected Financial Data

The  following  table  sets  forth  selected financial  data for the years ended
December 31:
                        1995        1994       1993         1992        1991
                     ----------  ---------  ----------   ----------  ----------
Operating results:
 Oil and gas sales   $  672,115  $ 864,129  $1,021,156   $1,194,511  $1,280,106
                      =========   ========   =========    =========   =========
 Litigation settle-
  ment, net          $       -   $      -   $  439,075   $       -   $       -
                      =========   ========   =========    =========   =========
 Impairment of oil
  and gas properties $  264,994  $      -   $       -    $       -   $       -
                      =========   ========   =========    =========   =========
 Net income (loss)   $  138,715  $(110,953) $  228,574   $   73,118  $ (438,550)
                      =========   ========   =========    =========   =========
 Allocation of net
  income (loss):
   General partners  $  120,537  $  18,763  $  110,128   $   83,157  $   54,281
                      =========   ========   =========    =========   =========
   Limited partners  $   18,178  $(129,716) $  118,446   $  (10,039) $ (492,831)
                      =========   ========   =========    =========   =========
 Limited partners'
  net income (loss)
  per limited part-
  nership interest   $     2.97  $  (21.17) $    19.33   $    (1.64) $   (80.45)
                      =========   ========   =========    =========   =========
 Limited partners'
  cash distributions
  per limited part-
  nership interest   $    69.87  $   24.33  $   105.71(a)$    63.27  $    91.54
                      =========   ========   =========    =========   =========
At year end:
 Total assets        $1,996,995  $2,446,061 $2,750,001   $3,338,057  $3,788,710
---------------       =========   =========  =========    =========   =========
(a) Including litigation settlement per limited partnership interest of $58.91
    in 1993.
                                      4

<PAGE>



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

Results of operations

1995 compared to 1994

The Registrant's  1995 oil and gas revenues  decreased to $672,115 from $864,129
in 1994, a decrease of 22%. The decrease in revenues resulted from a 32% decline
in barrels of oil  produced  and sold and an 18% decline in mcf of gas  produced
and sold,  offset by increases in the average prices  received per barrel of oil
and mcf of gas. In 1995,  30,804  barrels of oil were sold compared to 45,172 in
1994, a decrease of 14,368 barrels.  Of the decrease,  3,618 barrels, or 8%, was
due to the decline  characteristics  of the Registrant's oil and gas properties.
The additional  decrease of 10,750 barrels, or 24%, was attributable to the sale
of  properties  during 1995.  In 1995,  86,622 mcf of gas were sold  compared to
105,306 in 1994,  a decrease of 18,684 mcf, of which 9,042 mcf, or 9%,was due to
the decline  characteristics  of the  Registrant's  oil and gas properties.  The
additional  decrease  of  9,642  mcf,  or 9%,  was  attributable  to the sale of
properties.  Management  expects a certain  amount of decline in  production  to
continue in the future until the Registrant's  economically recoverable reserves
are fully depleted.(1)

The average  price  received per barrel of oil  increased  $1.76,  or 12%,  from
$15.08 in 1994 to $16.84 in 1995.  The  average  price  received  per mcf of gas
increased  from $1.74 in 1994 to $1.77 in 1995. 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.(1)  The Registrant
may therefore  sell its future oil and gas production at average prices lower or
higher than that received in 1995.(1)

A gain of $450,599 from the sale of 22 wells was  recognized in 1995,  resulting
from proceeds  received of $475,193 less the write-off of remaining  capitalized
wells costs of $24,594.  During 1994, a gain of $18,333  resulted  from proceeds
received from the sale of one fully depleted oil and gas well.

Total costs and  expenses  decreased in 1995 to $995,548 as compared to $996,325
in 1994,  a decrease of $777.  The  decrease  was due to declines in  production
costs, general and administrative  expenses ("G&A") and depletion,  offset by an
increase in impairment of oil and gas properties.

Production  costs were  $423,845 in 1995 and  $635,281 in 1994,  resulting  in a
$211,436,  or 33%,  decrease.  The decrease was due to reductions in well repair
and maintenance costs, partially attributable to the sale of properties in 1995.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period,  G&A  decreased,  in  aggregate,  27% from $32,702 in 1994 to $23,907 in
1995.  The  Registrant  paid the managing  general  partner  $20,163 in 1995 and
$25,924 in 1994 for G&A incurred on behalf of the Registrant.  G&A is allocated,
in part,  to the  Registrant by the managing  general  partner.  Such  allocated


                                      5

<PAGE>



expenses are determined by the managing general partner based upon its judgement
of the level of activity of the  Registrant  relative  to the  managing  general
partner's activities and other entities it manages. The method of allocation has
varied in certain years and may do so again  depending on the  activities of the
managed entities.(1)

Depletion  was  $282,802 in 1995  compared  to  $328,342 in 1994,  a decrease of
$45,540  or 14%.  Depletion  was  computed  property-by-property  utilizing  the
unit-of-production  method based upon the dominant mineral  produced,  generally
oil.  Oil  production  decreased  14,368  barrels in 1995 from  1994,  while oil
reserves of barrels were revised upward by 51,323 barrels, or 16%.

Effective for the fourth  quarter of 1995 the  Registrant  adopted  Statement of
Financial  Accounting  Standards  No. 121 -  Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of ("SFAS 121") which
requires that  long-lived  assets held and used by an entity,  including oil and
gas properties  accounted for under the successful efforts method of accounting,
be reviewed for impairment whenever events or changes in circumstances  indicate
that the carrying amount of an asset may not be  recoverable.  In performing the
review of  recoverability,  the entity  should  estimate  the future  cash flows
expected to result from the use of the asset and its  eventual  disposition.  If
the sum of the expected  future cash flows is less than the  carrying  amount of
the assets,  an  impairment  is  recognized  based on the asset's  fair value as
determined for oil and gas properties by discounting  their expected future cash
flows at a discount rate  commensurate  with the risks involved in the industry.
As  a  result  of  the  natural  gas  price  environment  and  the  Registrant's
expectation  of future cash flows from its oil and gas properties at the time of
review, the Registrant  recognized a non-cash charge of $264,994 associated with
the adoption of SFAS 121.

1994 compared to 1993

The Registrant's 1994 oil and gas revenues decreased to $864,129 from $1,021,156
in 1993, a decrease of 15%. The decrease in revenues resulted from a decrease of
8% in the  average  price  received  per  barrel of oil,  in  addition  to an 8%
decrease  in barrels of oil  produced  and sold,  a 10%  decrease in the average
price received per mcf of gas and a 7% decrease in mcf of gas produced and sold.
In 1994,  45,172 barrels of oil were sold compared to 48,960 in 1993, a decrease
of 3,788 barrels.  In 1994,  105,306 mcf of gas were sold compared to 113,439 in
1993, a decrease of 8,133 mcf. The decreases  were  primarily due to the decline
characteristics of the Registrant's oil and gas properties.

The average price received per barrel of oil decreased $1.31 from $16.39 in 1993
to $15.08 in 1994.  The average  price  received per mcf of gas  decreased  from
$1.93 in 1993 to $1.74 in 1994.

A gain on sale of  assets  was  recognized  in 1994 of  $18,333  resulting  from
proceeds received from the sale of one fully depleted oil and gas well.

Total costs and expenses decreased in 1994 to $996,325 as compared to $1,235,658
in 1993,  a decrease of  $239,333,  or 19%. The decrease was due to a decline in
depletion, production costs and G&A.

                                      6

<PAGE>



Production  costs were  $635,281 in 1994 and  $644,337 in 1993,  resulting  in a
$9,056  decrease.  The  decrease  was due to lower ad  valorem  taxes  and lower
production  taxes due to the  decline in oil and gas sales,  offset by  slightly
higher  well repair and  maintenance  costs  incurred in an effort to  stimulate
production.

G&A's  components are  independent  accounting and  engineering  fees,  computer
services,  postage and managing  general partner  personnel  costs.  During this
period, G&A decreased, in aggregate, 9% from $36,053 in 1993 to $32,702 in 1994.
The Registrant paid the managing  general partner $25,924 in 1994 and $30,635 in
1993 for G&A incurred on behalf of the Registrant.

Depletion  was  $328,342 in 1994  compared  to  $555,268 in 1993,  a decrease of
$226,926,  or 41%. Oil  production  decreased  3,788  barrels in 1994 from 1993,
while oil reserves of barrels were revised upward by 14,373 barrels, or 4%.

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.  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 $360,857,  or $58.91 per limited
partnership interest, in September 1993.

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 is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation by the court.

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 will  vigorously  pursue appeal

                                      7

<PAGE>



when the final judgment is entered.  Southmark is vigorously pursuing its appeal
of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the  Registrant is currently  scheduled for April 29,
1996.

Legal  expenses  were incurred  during 1989,  1990,  1991,  1992 and 1993 by the
Registrant  and other joint  property  owners for  participating  in the lawsuit
pursuant to the joint  operating  agree  ment.  Litigation  settlement  proceeds
received by the Registrant,  less legal expenses  incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

Impact of inflation and changing prices on sales and net income

Inflation  impacts  the fixed  overhead  rate  charges  of the  lease  operating
expenses  for the  Registrant.  During 1993,  the annual  change in the index of
average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics, decreased by 1.1%. The
1994 annual change in average weekly earnings  increased by 4.8%. The 1995 index
(effective  April 1, 1995)  increased  4.4%.  The impact of inflation  for other
lease operating  expenses is small due to the current economic  condition of the
oil industry.

The oil and gas industry  experienced  volatility during the past decade because
of the fluctuation of the supply of most fossil fuels relative to the demand for
such  products  and other  uncertainties  in the world  energy  markets  causing
significant  fluctuations in oil and gas prices. Since December 31, 1994, prices
for oil production similar to the Registrant's ranged from approximately  $16.00
to $19.00  per barrel of oil.  For  February  1996,  the  average  price for the
Registrant's oil was approximately $18.00.

Prices for natural gas are subject to ordinary seasonal  fluctuations,  and this
volatility of natural gas prices may result in production  being  curtailed and,
in some cases, wells being completely shut-in.(1)

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash provided by operating  activities increased to $266,679 during the year
ended  December 31, 1995, a 29% increase from the year ended  December 31, 1994.
The  increase  was  primarily  the result of reduced  production  costs and G&A,
offset by a decline in oil and gas sales.  The decrease in production  costs was
attributable  to the 1995 sale of 22 wells.  G&A  decreased  as a result of less
direct expense allocated by the managing general partner. The decline in oil and
gas sales was due to  decreases  in barrels of oil and mcf of gas  produced  and
sold,  also  partially  attributable  to the  sale of  properties  as  discussed
previously.

Net Cash Provided by (Used in) Investing Activities

The Registrant's  investing  activities during 1995 and 1994 included $1,238 and
$9,730 for  expenditures  related to repair and maintenance  activity on various
oil and gas properties.
                                      8

<PAGE>



Proceeds of $475,193 were  received  during 1995 from the sale of 22 oil and gas
wells, as compared to proceeds of $18,333  received in 1994 from the sale of one
fully depleted oil and gas well.

Net Cash Used in Financing Activities

Cash was  sufficient  in 1995 for  distributions  to the partners of $596,585 of
which  $428,001  was  distributed  to the limited  partners  and $168,584 to the
general partners. In 1994, cash was sufficient for distributions to the partners
of $200,049 of which  $149,017  was  distributed  to the  limited  partners  and
$51,032 to the general partners.

It is expected that future net cash  provided by  operations  will be sufficient
for any capital  expenditures and any  distributions.(1)  As the production from
the properties declines, distributions are also expected to decrease.(1)

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

(1)  This  statement is a forward  looking  statement  that  involves  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 statement.

ITEM 8.     Financial Statements and Supplementary Data

The Registrant's audited financial statements are included elsewhere herein.

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

None.

















                                      9

<PAGE>



                                   PART III

ITEM 10.    Directors and Executive Officers of the Registrant

The  Registrant  does not have any  officers  or  directors.  Under the  limited
partnership  agreement,  the Registrant's  managing  general partner,  PPDLP, is
granted the exclusive right and full authority to manage, control and administer
the  Registrant's  business.  PPUSA,  the sole  general  partner of PPDLP,  is a
wholly-owned subsidiary of Parker & Parsley Petroleum Company (the "Company"), a
publicly-traded corporation on the New York Stock Exchange.

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

                           Age at
                         December 31,
      Name                  1995                      Position

Scott D. Sheffield           43          Chairman of the Board and Director

James D. Moring (a)          59          President, Chief Executive Officer and
                                          Director

Timothy A. Leach             36          Executive Vice President and Director

Steven L. Beal               36          Senior Vice President, Treasurer and
                                          Chief Financial Officer

Mark L. Withrow              48          Senior Vice President and Secretary

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

(a)  Mr. Moring retired from the Company and subsidiaries  effective  January 1,
     1996. Mr. Sheffield  assumed the positions of President and Chief Executive
     Officer of PPUSA effective January 1, 1996.

     Scott D. Sheffield.  Mr.  Sheffield,  a graduate of The University of Texas
with a  Bachelor  of  Science  degree  in  Petroleum  Engineering,  has been the
President and a Director of the Company since May 1990 and has been the Chairman
of the Board and Chief  Executive  Officer  since October  1990.  Mr.  Sheffield
joined PPDC, the principal  operating  subsidiary of the Company, as a petroleum
engineer in 1979. Mr.  Sheffield  served as Vice President - Engineering of PPDC
from  September  1981  until  April  1985 when he was  elected  President  and a
Director of PPDC. In March 1989, Mr. Sheffield was elected Chairman of the Board
and Chief Executive Officer of PPDC. On January 1, 1995, Mr. Sheffield  resigned
as President and Chief Executive  Officer of PPUSA, but remained Chairman of the
Board and a Director of PPUSA. On January 1, 1996, Mr.  Sheffield  reassumed the
positions of President  and Chief  Executive  Officer of PPUSA.  Before  joining
PPDC,  Mr.  Sheffield  was  principally  occupied for more than three years as a
production and reservoir engineer for Amoco Production Company.

                                      10

<PAGE>



     James D. Moring.  Mr. Moring,  a graduate of Texas Tech  University  with a
Bachelor of Science degree in Petroleum  Engineering  has been a Director of the
Company  since  October 1990 and was Senior Vice  President - Operations  of the
Company from October 1990 until May 1993,  when he was appointed  Executive Vice
President - Operations. Mr. Moring has been principally occupied since July 1982
as the supervisor of the drilling, completion, and production operations of PPDC
and its  affiliates and has served as an officer of PPDC since January 1983. Mr.
Moring has been Senior Vice  President - Operations and a Director of PPDC since
June 1989 and in May 1993,  Mr. Moring was appointed  Executive Vice President -
Operations.  Mr. Moring was elected  President and Director and appointed  Chief
Executive  Officer of PPUSA on January 1, 1995.  Effective  January 1, 1996, Mr.
Moring  retired  from the Company  and  subsidiaries.  In the five years  before
joining  PPDC,  Mr.  Moring was employed as a Division  Operations  Manager with
Moran Exploration, Inc. and its predecessor.

      Timothy A. Leach.  Mr. Leach,  a graduate of Texas A&M  University  with a
Bachelor of Science degree in Petroleum  Engineering and the University of Texas
of the  Permian  Basin  with a Master of  Business  Administration  degree,  was
elected Executive Vice President - Engineering of the Company on March 21, 1995.
Mr. Leach had been serving as Senior Vice President Engineering since March 1993
and served as Vice  President - Engineering  of the Company from October 1990 to
March 1993. Mr. Leach was elected  Executive Vice President of PPUSA on December
1, 1995. He had joined PPDC as Vice President - Engineering  in September  1989.
Prior to joining  PPDC,  Mr.  Leach was  employed as Senior Vice  President  and
Director of First City Texas - Midland, N.A.

     Steven L. Beal.  Mr.  Beal,  a graduate of the  University  of Texas with a
Bachelor of Business  Administration degree in Accounting and a certified public
accountant,  was  elected  Senior  Vice  President  - Finance of the  Company in
January 1995 and Chief  Financial  Officer of the Company on March 21, 1995.  On
January 1, 1995, Mr. Beal was elected Senior Vice President, Treasurer and Chief
Financial  Officer of PPUSA.  Mr. Beal has been the Company's  Chief  Accounting
Officer since November 1992 and been the Company's Treasurer since October 1990.
Mr. Beal joined PPDC as Treasurer in March 1988 and was elected Vice President -
Finance in October  1991.  Prior to joining  PPDC,  Mr. Beal was  employed as an
audit manager of Price Waterhouse.

     Mark L. Withrow.  Mr. Withrow,  a graduate of Abilene Christian  University
with Bachelor of Science degree in Accounting and Texas Tech  University  with a
Juris Doctorate degree, was Vice President - General Counsel of the Company from
February 1991 to January 1995,  when he was  appointed  Senior Vice  President -
General  Counsel,  and has been the  Company's  Secretary  since August 1992. On
January 1, 1995,  Mr. Withrow was elected Senior Vice President and Secretary of
PPUSA.  Mr.  Withrow  joined PPDC in January  1991.  Prior to joining PPDC , Mr.
Withrow was the managing partner of the law firm of Turpin,  Smith, Dyer, Saxe &
MacDonald, Midland, Texas.

ITEM 11.     Executive Compensation

     The Registrant  does not have any directors or officers.  Management of the
Registrant  is  vested  in  PPDLP,  the  managing  general  partner.  Under  the

                                      11

<PAGE>



Partnership agreement.  PPDLP pays 8% of the Registrant's acquisition,  drilling
and  completion  costs and 20% of its operating  and general and  administrative
expenses.  In return, PPDLP is allocated 20% of the Registrant's  revenues.  See
Notes 6 and 10 of Notes to Financial  Statements  included in "Item 8. Financial
Statements  and  Supplementary  Data" below for  information  regarding fees and
reimbursements  paid to the managing  general  partner or its  affiliates by the
Registrant.

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

The Registrant  does not directly pay any salaries of the executive  officers of
PPUSA, but does pay a portion of PPUSA's general and administrative  expenses of
which these  salaries are a part.  See Note 6 of Notes to  Financial  Statements
included in "Item 8. Financial Statements and Supplementary Data" below.

ITEM 12.     Security Ownership of Certain Beneficial Owners and Management

(a)   Beneficial owners of more than five percent

The  Registrant is not aware of any person who  beneficially  owns 5% or more of
the outstanding limited partnership interests of the Registrant.  PPDLP and EMPL
respectively  own  80%  and  20%  of  the  general  partners'  interests  in the
Registrant. PPDLP owned 180 limited partner interests at January 1, 1996.

(b)   Security ownership of management

The  Registrant  does not have any officers or directors.  The managing  general
partner of the Registrant,  PPDLP, has the exclusive right and full authority to
manage,  control and administer  the  Registrant's  business.  Under the limited
partnership  agreement,  limited  partners holding a majority of the outstanding
limited partnership interests have the right to take certain actions,  including
the removal of the managing  general partner or any other general  partner.  The
Registrant is not aware of any current arrangement or activity which may lead to
such  removal.  The  Registrant is not aware of any officer or director of PPUSA
who beneficially owns limited partnership interests in the Registrant.

(c)  Changes in control

On January 1, 1995, PPDLP, a Texas limited partnership, became the sole managing
general partner of Parker & Parsley 82-II,  Ltd., as a result of the merger into
it of PPDC, a Delaware  corporation,  and an affiliate of PPDLP and the Company,
which previously served as the managing general partner of the Registrant. PPDLP
has, therefore,  succeeded to all of the rights and obligations of PPDC and will
manage and  conduct  the  property,  business  and  affairs  of the  Registrant,
including the development drilling program in which the Registrant participates.


                                      12

<PAGE>



ITEM 13.    Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement,  the Registrant had the following
related party  transactions  with the managing general partner or its affiliates
during the years ended December 31:
                                            1995          1994         1993
                                         ---------     ---------    ---------

    Payment of lease operating and
     supervision charges in accordance
     with standard industry operating
     agreements                          $ 156,161     $ 266,452    $ 284,460

    Reimbursement of general and
     administrative expenses             $  20,163     $  25,924    $  30,635

    Purchase of oil and gas properties
     and related equipment at
     predecessor cost                    $   1,241     $   9,730    $     701

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




















                                      13

<PAGE>



                                   PART IV


ITEM 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)  1.  Financial statements

         The following are filed as part of this annual report:

              Independent Auditors' Report

              Balance sheets as of December 31, 1995 and 1994

              Statements of operations for the years ended December 31, 1995,
                1994 and 1993

              Statements of partners' capital for the years ended December 31,
                1995, 1994 and 1993

              Statements of cash flows for the years ended December 31, 1995,
                1994 and 1993

              Notes to financial statements

     2.  Financial statement schedules

         All financial  statement schedules have been omitted since the required
         information is in the financial  statements or notes thereto, or is not
         applicable nor required.

(b)  Reports on Form 8-K

     None.

(c)  Exhibits

     The  exhibits  listed on the  accompanying  index to exhibits  are filed or
     incorporated by reference as part of this annual report.










                                      14

<PAGE>



                               S I G N A T U R E S

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

                                   PARKER & PARSLEY 82-II, LTD.

Dated: March 27, 1996              By:  Parker & Parsley Development L.P.,
                                         Managing General Partner

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


                                   By:  /s/ Scott D. Sheffield
                                      -----------------------------
                                      Scott D. Sheffield, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.



/s/ Scott D. Sheffield       President, Chairman of the Board,   March 27, 1996
-------------------------     Chief Executive Officer and
Scott D. Sheffield            Director of PPUSA



/s/ Timothy A. Leach         Executive Vice President            March 27, 1996
-------------------------     and Director of PPUSA
Timothy A. Leach



/s/ Steven L. Beal           Senior Vice President,              March 27, 1996
-------------------------     Treasurer and Chief
Steven L. Beal                Financial Officer of PPUSA



/s/ Mark L. Withrow          Senior Vice President and           March 27, 1996
-------------------------     Secretary of PPUSA
Mark L. Withrow





                                        15

<PAGE>





                           INDEPENDENT AUDITORS' REPORT




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

We have audited the  financial  statements  of Parker & Parsley  82-II,  Ltd. as
listed in the accompanying  index under Item 14(a).  These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Parker & Parsley 82-II, Ltd. as
of December 31, 1995 and 1994,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

     As discussed in Notes 2 and 3 to the financial statements,  the Partnership
changed its method of accounting for the impairment of long-lived assets and for
long-lived  assets  to be  disposed  of in 1995 to adopt the  provisions  of the
Financial   Accounting  Standards  Board's  Statement  of  Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long- Lived Assets to Be Disposed Of."


                              KPMG Peat Marwick LLP


Midland, Texas
March 8, 1996




                                        16

<PAGE>



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

                                  BALANCE SHEETS
                                   December 31


                                                       1995            1994
                                                   -----------      ----------
            ASSETS

Current assets:
  Cash and cash equivalents, including interest
   bearing deposits of $198,783 in 1995 and
   $55,121 in 1994                                 $   199,420      $   55,371
  Accounts receivable - oil and gas sales               57,508          79,474
                                                    ----------       ---------

      Total current assets                             256,928         134,845

Oil and gas properties - at cost, based on the
  successful efforts accounting method               9,175,329      12,090,215
   Accumulated depletion                            (7,435,262)     (9,778,999)
                                                     ---------       ---------

      Net oil and gas properties                     1,740,067       2,311,216
                                                     ---------       ---------

                                                   $ 1,996,995     $ 2,446,061
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
  Accounts payable - affiliate                     $    46,198     $    37,394

Partners' capital:
  Limited partners (6,126 interests)                 1,736,603       2,146,426
  General partners                                     214,194         262,241
                                                    ----------      ----------

                                                     1,950,797       2,408,667
                                                    ----------      ----------
                                                   $ 1,996,995     $ 2,446,061
                                                    ==========      ==========






         The accompanying notes are an integral part of these statements.

                                        17

<PAGE>



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

                             STATEMENTS OF OPERATIONS
                         For the years ended December 31



                                          1995           1994           1993
                                       ----------     ----------     ----------
Revenues:
  Oil and gas sales                    $  672,115     $  864,129     $1,021,156
  Interest income                          11,549          2,910          4,001
  Gain on sale of oil and gas
   properties                             450,599         18,333             -
  Litigation settlement, net                   -              -         439,075
                                        ---------       --------      ---------

      Total revenues                    1,134,263        885,372      1,464,232

Costs and expenses:
  Production costs                        423,845        635,281        644,337
  General and administrative expenses      23,907         32,702         36,053
  Depletion                               282,802        328,342        555,268
  Impairment of oil and gas properties    264,994            -              -
                                        ---------       --------      ---------

      Total costs and expenses            995,548        996,325      1,235,658
                                        ---------       --------      ---------

Net income (loss)                      $  138,715     $ (110,953)    $  228,574
                                        =========      =========      =========

Allocation of net income (loss):
  General partners                     $  120,537     $   18,763     $  110,128
                                        =========      =========      =========

  Limited partners                     $   18,178     $ (129,716)    $  118,446
                                        =========      =========      =========

Net income (loss) per limited
  partnership interest                 $     2.97     $   (21.17)    $    19.33
                                        =========      =========      =========








         The accompanying notes are an integral part of these statements.

                                        18

<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL



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

Partners' capital at January 1, 1993     $ 362,947    $2,954,314    $3,317,261

  Distributions                           (178,565)     (647,601)    (826,166)

  Net income                               110,128       118,446       228,574
                                          --------     ---------     ---------

Partners' capital at December 31, 1993     294,510     2,425,159     2,719,669

  Distributions                            (51,032)     (149,017)     (200,049)

  Net income (loss)                         18,763      (129,716)     (110,953)
                                          --------     ---------     ---------

Partners' capital at December 31, 1994     262,241     2,146,426     2,408,667

  Distributions                           (168,584)     (428,001)     (596,585)

  Net income                               120,537        18,178       138,715
                                          --------     ---------     ---------

Partners' capital at December 31, 1995   $ 214,194    $1,736,603    $1,950,797
                                          ========     =========     =========












         The accompanying notes are an integral part of these statements.

                                        19

<PAGE>



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

                             STATEMENTS OF CASH FLOWS
                         For the years ended December 31



                                            1995         1994          1993
                                         ----------   ----------    ----------
Cash flows from operating activities:

  Net income (loss)                      $  138,715   $ (110,953)   $  228,574
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
    Depletion                               282,802      328,342       555,268
    Impairment of oil and gas
     properties                             264,994           -             -
    Gain on sale of oil and gas
     properties                            (450,599)     (18,333)           -
  Changes in assets and liabilities:
    Decrease in accounts receivable          21,966          155        19,871
    Increase in accounts payable              8,801        7,062         9,536
                                          ---------    ---------     ---------
       Net cash provided by operating
        activities                          266,679      206,273       813,249

Cash flows from investing activities:

  Additions to oil and gas properties        (1,238)      (9,730)         (707)
  Proceeds from sale of oil and gas
   properties                               475,193       18,333            -
                                          ---------    ---------     ---------
       Net cash provided by (used in)
         investing activities               473,955        8,603          (707)

Cash flows from financing activities:

  Cash distributions to partners           (596,585)    (200,049)     (826,166)
                                          ---------    ---------     ---------
Net increase (decrease) in cash and
 cash equivalents                           144,049       14,827       (13,624)
Cash and cash equivalents at
 beginning of year                           55,371       40,544        54,168
                                          ---------    ---------     ---------
Cash and cash equivalents at end
 of year                                 $  199,420   $   55,371    $   40,544
                                          =========    =========     =========


         The accompanying notes are an integral part of these statements.

                                        20

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                         December 31, 1995, 1994 and 1993


Note 1.     Organization and nature of operations

     Parker & Parsley 82-II, 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.     Summary of significant accounting policies

     A summary of the significant  accounting policies  consistently  applied in
the preparation of the accompanying financial statements follows:

     Impairment of long-lived  assets - Effective for the fourth quarter of 1995
the  Partnership  adopted the  provisions  of Statement of Financial  Accounting
Standards No. 121 - Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of ("SFAS 121"). Consequently,  the Partnership
reviews  its  long-lived  assets  to be held  and  used,  including  oil and gas
properties  accounted for under the  successful  efforts  method of  accounting,
whenever  events or  circumstances  indicate  that the  carrying  value of those
assets may not be recoverable. An impairment loss is indicated if the sum of the
expected  future cash flows is less than the carrying  amount of the assets.  In
this circumstance,  the Partnership recognizes an impairment loss for the amount
by which the carrying value of the asset exceeds the fair value of the asset.

     The  Partnership  accounts for  long-lived  assets to be disposed of at the
lower of their carrying  amount or fair value less costs to sell once management
has committed to a plan to dispose of the assets.

     Oil and gas properties - The  Partnership  utilizes the successful  efforts
method of accounting for its oil and gas  properties  and equipment.  Under this
method, all costs associated with productive wells and nonproductive development
wells are  capitalized  while  nonproductive  exploration  costs  are  expensed.
Capitalized   costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method on a  property-by-property  basis based on proved oil
(dominant  mineral)  reserves as determined by the engineering staff of Parker &
Parsley  Petroleum  USA, Inc.  ("PPUSA"),  the sole general  partner of Parker &
Parsley Development L.P. ("PPDLP"),  the Partnership's managing general partner,
and reviewed by  independent  petroleum  consultants.  The  carrying  amounts of
properties  sold  or  otherwise  disposed  of and  the  related  allowances  for
depletion are  eliminated  from the accounts and any gain or loss is included in
operations.




                                        21

<PAGE>




     Prior to the adoption of SFAS 121 in the fourth quarter,  the Partnership's
aggregate  oil and gas  properties  were  stated  at cost not in excess of total
estimated future net revenues and the estimated fair value of oil and gas assets
not being depleted.

     Use of estimates in the  preparation of financial  statements - Preparation
of the accompanying  financial  statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reporting  amounts of revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Net income (loss) per limited partnership  interest - The net income (loss)
per  limited  partnership   interest  is  calculated  by  using  the  number  of
outstanding limited partnership interests.

     Income taxes - A Federal  income tax provision has not been included in the
financial  statements  as the  income  of the  Partnership  is  included  in the
individual Federal income tax returns of the respective partners.

     Statements of cash flows - For purposes of reporting  cash flows,  cash and
cash equivalents include depository accounts held by banks.

     General and administrative  expenses - General and administrative  expenses
are allocated in part to the Partnership by the managing  general partner or its
affiliates.  Such  allocated  expenses are  determined  by the managing  general
partner  based upon its  judgement  of the level of activity of the  Partnership
relative to the managing  general  partner's  activities  and other  entities it
manages.  The method of  allocation  has  varied in certain  years and may do so
again depending on the activities of the managed entities.

     Environmental - The Partnership is subject to extensive federal,  state and
local  environmental  laws and  regulations.  These laws,  which are  constantly
changing,  regulate  the  discharge of materials  into the  environment  and may
require the Partnership to remove or mitigate the  environmental  effects of the
disposal  or release of  petroleum  or  chemical  substances  at various  sites.
Environmental expenditures are expensed or capitalized depending on their future
economic benefit.  Expenditures  that relate to an existing  condition caused by
past  operations  and  that  have no  future  economic  benefits  are  expensed.
Liabilities  for   expenditures  of  a  noncapital   nature  are  recorded  when
environmental  assessment and/or  remediation is probable,  and the costs can be
reasonably estimated.

Note 3.    Impairment of long-lived assets

    The  Partnership  adopted SFAS 121 effective for the fourth quarter of 1995.
SFAS 121 requires that long-lived  assets held and used by an entity,  including
oil and gas  properties  accounted for under the  successful  efforts  method of
accounting,   be  reviewed  for  impairment   whenever   events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Long-lived assets to be disposed of are to be accounted for at the

                                        22

<PAGE>



lower of  carrying  amount or fair value less cost to sell when  management  has
committed  to a  plan  to  dispose  of  the  assets.  All  companies,  including
successful  efforts oil and gas  companies,  are  required to adopt SFAS 121 for
fiscal years beginning after December 15, 1995.

    In order to determine  whether an impairment had occurred,  the  Partnership
estimated  the  expected  future  cash flows of its oil and gas  properties  and
compared  such  future  cash  flows to the  carrying  amount  of the oil and gas
properties to determine if the carrying  amount was  recoverable.  For those oil
and gas properties for which the carrying amount  exceeded the estimated  future
cash flows,  an impairment was determined to exist;  therefore,  the Partnership
adjusted the carrying amount of those oil and gas properties to their fair value
as determined by discounting their expected future cash flows at a discount rate
commensurate  with  the  risks  involved  in  the  industry.  As a  result,  the
Partnership  recognized a non-cash charge of $264,994 related to its oil and gas
properties during the fourth quarter of 1995.

    As  of  December  31,  1995,  management  has  not  committed  to  sell  any
Partnership assets.

Note 4.    Income taxes

    The  financial   statement  basis  of  the   Partnership's  net  assets  and
liabilities was $525,371 greater than the tax basis at December 31, 1995.

    The following is a  reconciliation  of net income  (loss) per  statements of
operations  with the net income per  Federal  income tax  returns  for the years
ended December 31:
                                          1995           1994           1993
                                       ----------     ----------     ----------
   Net income (loss) per statements
     of operations                     $  138,715     $ (110,953)    $  228,574
   Depletion and depreciation
     provisions for tax reporting
     purposes under amounts for
     financial reporting purposes         263,931        308,659        534,653
   Impairment of oil and gas properties
     for financial reporting purposes     264,994             -              -
   Other, net                             (20,631)        (4,865)           907
                                        ---------      ---------      ---------
         Net income per Federal
           income tax returns          $  647,009     $  192,841     $  764,134
                                        =========      =========      =========

Note 5.     Oil and gas producing activities

     The following is a summary of the costs  incurred,  whether  capitalized or
expensed,  related to the Partnership's oil and gas producing activities for the
years ended December 31:
                                          1995           1994           1993
                                       ----------     ----------     ----------
   Development costs                   $    1,241     $    9,730     $      707
                                        =========      =========      =========

                                        23

<PAGE>



     Capitalized oil and gas properties consist of the following:

                                         1995           1994           1993
                                     -----------    -----------    -----------
   Proved properties:
     Property acquisition costs      $   519,906    $   558,671    $   559,667
     Completed wells and equipment     8,655,423     11,531,544     11,827,369
                                      ----------     ----------     ----------
                                       9,175,329     12,090,215     12,387,036
   Accumulated depletion              (7,435,262)    (9,778,999)    (9,757,208)
                                      ----------     ----------     ----------
     Net capitalized costs           $ 1,740,067    $ 2,311,216    $ 2,629,828
                                      ==========     ==========     ==========

During 1995, the  Partnership  recognized a non-cash  charge against oil and gas
properties of $264,994 associated with the adoption of SFAS 121. See Note 3.

Note 6.     Related party transactions

     Pursuant to the limited  partnership  agreement,  the  Partnership  had the
following  related party  transactions  with the managing general partner or its
affiliates during the years ended December 31:

                                         1995           1994           1993
                                      ----------     ----------     ----------
 Payment of lease operating and
  supervision charges in accordance
  with standard industry operating
  agreements                          $  156,161     $  266,452     $  284,460
 Reimbursement of general and
  administrative expenses             $   20,163     $   25,924     $   30,635
 Purchase of oil and gas properties
  and related equipment at
  predecessor cost                    $    1,241     $    9,730     $      701

     PPDLP, P&P Employees 82-II,  Ltd.  ("EMPL") and the Partnership are parties
to the Partnership agreement.  EMPL is a limited partnership in which PPDLP owns
83% and the  remaining  portion is owned by former  affiliates.  PPDLP owned 180
limited partner interests at January 1, 1996.

     The costs and revenues of the Partnership are allocated as follows:

                                                 General          Limited
                                                 partners         partners
                                                 --------         --------
Revenues:
   Proceeds from property dispositions prior
     to cost recovery                               10%              90%
   All other Partnership revenues                   25%              75%
Costs and expenses:
   Lease acquisition costs, drilling and
     completion costs                               10%              90%
   Operating costs, direct costs and general
     and administrative expenses                    25%              75%
                                        24

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Note 7.     Oil and gas information (unaudited)

     The following  table  presents  information  relating to the  Partnership's
estimated  proved oil and gas reserves at December  31, 1995,  1994 and 1993 and
changes in such quantities during the years then ended. All of the Partnership's
reserves  are proved and located  within the United  States.  The  Partnership's
reserves are based on an evaluation  prepared by the engineering  staff of PPUSA
and viewed by an independent petroleum consultant, using criteria established by
the Securities and Exchange  Commission.  Reserve value information is available
to limited partners pursuant to the Partnership agreement and, therefore, is not
presented.
                                                Oil (bbls)       Gas (mcf)
                                                ----------      ----------
   Net proved reserves at January 1, 1993          481,189       1,700,343
   Revisions of estimates at January 1, 1993       (71,878)       (150,112)
   Production                                      (48,960)       (113,439)
                                                ----------      ----------
   Net proved reserves at December 31, 1993        360,351       1,436,792
   Revisions of estimates at December 31, 1993      14,373           8,073
   Production                                      (45,172)       (105,306)
                                                ----------      ----------
   Net proved reserves at December 31, 1994        329,552       1,339,559
   Revisions of estimates at December 31, 1994      51,323         124,771
   Production                                      (30,804)        (86,622)
                                                ----------      ----------
   Net proved reserves at December 31, 1995        350,071       1,377,708
                                                ==========      ==========

     The  estimated  present  value of future net  revenues of proved  reserves,
calculated  using December 31, 1995 prices of $19.08 per barrel of oil and $1.97
per mcf of gas, discounted at 10% was approximately  $2,073,000 and undiscounted
was $4,007,000 at December 31, 1995.

     The Partnership  emphasizes that reserve estimates are inherently imprecise
and,  accordingly,  the estimates  are expected to change as future  information
becomes available.

Note 8.     Major customers

     The following table reflects the major customers of the  Partnership's  oil
and gas sales during the years ended December 31:

                                             1995        1994        1993
                                             ----        ----        ----
         Phibro Energy, Inc.                  70%         73%         73%
         Western Gas Resources, Inc.          11%          -           -
         GPM Gas Corporation                   -          12%         12%

     PPDLP  is party to a  long-term  agreement  pursuant  to  which  PPDLP  and
affiliates are to sell to Phibro Energy, Inc. ("Phibro") substantially all crude
oil  (including  condensate)  which any of such entities has the right to market
from time to time.  On  December  29,  1995,  PPDLP and  Phibro  entered  into a
Memorandum of Agreement ("Phibro MOA") that cancels the prior crude oil purchase

                                        25

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agreement between the parties and provides for adjusted terms effective December
1, 1995.  The price to be paid for oil  purchased  under the Phibro MOA is to be
competitive  with prices paid by other  substantial  purchasers in the same area
who are  significant  competitors  of  Phibro.  The  price  to be  paid  for oil
purchased  under the Phibro MOA also  includes a  market-related  bonus that may
vary from month to month based upon spot oil prices at various  commodity  trade
points. The term of the Phibro MOA is through June 30, 1998, and it may continue
thereafter  subject to termination  rights afforded each party.  Although Phibro
was required to post a $16 million letter of credit in connection with purchases
under the prior agreement, it is anticipated that this security requirement will
be replaced by a $25  million  payment  guarantee  by Phibro's  parent  company,
Salomon Inc.  Accounts  receivable-oil  and gas sales included  $28,587 due from
Phibro at December 31, 1995.

Note 9.     Contingencies

     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 Partnership 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  Partnership 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 Partnership, 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 Partnership 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 Partnership and the other defendants,  as well as Southmark.  Although
PPDLP believes the lawsuit is without merit and intends to vigorously defend it,
PPDLP is holding in reserve  approximately  12.5% of the total  settlement  (the
"Reserve") pending final resolution of the litigation by the court.

     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 Partnership,
Southmark,  PPDLP and other original  plaintiffs will  vigorously  pursue appeal
when the final judgment is entered.  Southmark is vigorously pursuing its appeal
of the  judgment,  and has  posted a  supersedeas  bond  using  the  Reserve  as
collateral.  Trial against the  Partnership is currently scheduled for April 29,
1996.
                                        26

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     Legal expenses were incurred during 1989,  1990, 1991, 1992 and 1993 by the
Partnership  and other joint property  owners for  participating  in the lawsuit
pursuant  to the  joint  operating  agreement.  Litigation  settlement  proceeds
received by the Partnership,  less legal expenses incurred in 1993, are recorded
as litigation  settlement,  net in the accompanying  statement of operations for
the year ended December 31, 1993.

     A distribution  of  $91,000,000  was made to the working  interest  owners,
including the Partnership, on July 30, 1993. The limited partners received their
distribution  of  $360,857,  or $58.91  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 Partnership) 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 Partnership, 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 Partnership based on
their respective share of revenues from the subject wells (see Note 6).

     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 (see  Note 10),  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.

Note 10.    Organization and operations

     The Partnership was organized  September 30, 1982 as a limited  partnership
under the Texas Uniform Limited Partnership Act for the purpose of acquiring and
developing oil and gas properties.  The following is a brief summary of the more
significant provisions of the limited partnership agreement:

     General  partners - The general partners of the Partnership at December 31,
     1994 were  PPDC and EMPL.  On  January  1,  1995,  PPDLP,  a Texas  limited
     partnership,  became the managing  general partner of the  Partnership,  by
     acquiring the rights and assuming the  obligations  of PPDC as the managing
     general partner of the  Partnership.  PPDC was merged into PPDLP on January
     1, 1995.  PPDLP's  co-general partner is EMPL. PPDLP acquired PPDC's rights
     and  obligations  as  managing   general  partner  of  the  Partnership  in
     connection  with the merger of PPDC,  P&P  Producing,  Inc.  and  Spraberry
     Development  Corporation into MidPar L.P., which survived the merger with a
     change of name to PPDLP.  PPDLP has the  power  and  authority  to  manage,
     control and administer all Partnership affairs.

     Limited partner  liability - The maximum amount of liability of any limited
     partner is the total  contributions  of such  partner plus his share of any
     undistributed profits.
                                        27

<PAGE>



     Initial  capital   contributions  -  The  limited   partners  entered  into
     subscription agreements for aggregate capital contributions of $12,252,000.
     The general  partners are required to  contribute  amounts  equal to 10% of
     Partnership expenditures for lease acquisition, drilling and completion and
     25% of direct,  general and administrative and operating  expenses,  and by
     agreement must maintain a calculated minimum capital balance.
































                                        28

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                           PARKER & PARSLEY 82-II, LTD.

                                INDEX TO EXHIBITS




     The following  documents are  incorporated by reference in response to Item
14(c):

Exhibit No.                      Description                        Page

   3.1             Agreement of Limited Partnership of                -
                   Parker & Parsley 82-II, Ltd. incorporated
                   by reference to Exhibit 4(e) of Registrant's
                   Registration Statement on Form S-1
                   (Registration No. 2-75503B), as amended
                   on February 4, 1982, the effective date
                   thereof (hereinafter called, the Registration
                   Statement)

   3.2             Amended and Restated Certificate of                -
                   Limited Partnership of Parker & Parsley
                   82-II, Ltd. incorporated by reference to
                   Exhibit 3.2 of the  Registrant's  Annual
                   Report on Form 10-K for the year ended
                   December 31, 1983

   4.1             Form of Subscription Agreement and Power           -
                   of Attorney incorporated by reference to
                   Exhibit 4(b) of the Registrant's Registration
                   Statement

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

  99.1             Mutual Release and Indemnity Agreement
                   dated May 25, 1993                                 -



                                        29

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