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

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 1999


                          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)


1400 Williams Square West, 5205 N. O'Connor Blvd., Irving, Texas      75039
----------------------------------------------------------------    ---------
                     (Address of principal executive offices)       (Zip code)

       Registrant's Telephone Number, including area code : (972) 444-9001

                 303 West Wall, Suite 101, Midland, Texas 79701
              (Former name, former address and former fiscal year,
                          if changed since last report)

        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
$11,810,000.

As of March 8, 2000, 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>




Parts I and II of this Report contain  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.  See "Item 1.  Business"  for a
description of various factors that could  materially  affect the ability of the
Partnership to achieve the anticipated  results described in the forward looking
statements.

                                     PART I

ITEM 1.     Business

Parker & Parsley  82-II,  Ltd.  (the  "Partnership")  is a  limited  partnership
organized  in 1982  under  the laws of the State of  Texas.  On August 8,  1997,
Pioneer Natural Resources USA, Inc.  ("Pioneer USA") became the managing general
partner of the Partnership,  joining the existing general partner, P&P Employees
82-II,  Ltd.  ("EMPL"),  a Texas limited  partnership  whose general  partner is
Pioneer USA, and 6,126 limited partnership  interests as of March 8, 2000. Prior
to August 8, 1997, the  Partnership's  managing  general partner and the general
partner of EMPL was Parker & Parsley Development L.P. ("PPDLP"),  a wholly-owned
subsidiary of Parker & Parsley Petroleum Company ("Parker & Parsley"). On August
7, 1997, Parker & Parsley and Mesa Inc. ("Mesa") received  shareholder  approval
to merge and create Pioneer Natural Resources Company ("Pioneer").  On August 8,
1997,  PPDLP was merged with and into Pioneer USA, a wholly-owned  subsidiary of
Pioneer,  resulting in Pioneer USA becoming the managing  general partner of the
Partnership and the general partner of EMPL as PPDLP's successor by merger.

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 Partnership,  the second  partnership formed under
such registration statement,  was closed, with interests aggregating $12,252,000
being sold to 798 subscribers.

The Partnership  engages 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" for a summary of the  Partnership's oil and gas sales,
net income and identifiable assets.

The principal  markets during 1999 for the oil produced by the Partnership  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Partnership's oil producing  properties.  During 1999,  Pioneer USA marketed the
Partnership's gas to a variety of purchasers, none of which accounted for 10% or
more of the Partnership's oil and gas revenues.  Of the Partnership's  total oil
and gas revenues for 1999,  approximately  65% was attributable to sales made to
Plains All American Inc.  Pioneer USA is of the opinion that the loss of any one
purchaser  would not have an adverse  effect on its  ability to sell its oil and
gas production or natural gas products.

The Partnership's revenues,  profitability,  cash flow and future rate of growth
are highly dependent on the prevailing prices of oil and gas, which are affected
by  numerous  factors  beyond  the  Partnership's  control.  Oil and gas  prices
historically  have been very volatile.  A substantial or extended decline in the
prices of oil or gas could have a  material adverse  effect on the Partnership's

                                        2


<PAGE>



revenues,  profitability and cash flow and could,  under certain  circumstances,
result in a reduction in the  carrying  value of the  Partnership's  oil and gas
properties.

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 Partnership  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  Partnership  cannot  predict  what,  if  any,  effect  these
environmental regulations may have on its current or future operations.

The Partnership  does not have any employees of its own. Pioneer USA employs 687
persons,  many of whom  dedicated  a part of their  time to the  conduct  of the
Partnership's business during the period for which this report is filed. Pioneer
USA supplies all management functions.

Numerous  uncertainties  exist in estimating  quantities of proved  reserves and
future net revenues  therefrom.  The  estimates  of proved  reserves and related
future net revenues  set forth in this report are based on various  assumptions,
which may ultimately  prove to be inaccurate.  Therefore,  such estimates should
not be construed as estimates of the current  market value of the  Partnership's
proved reserves.

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

ITEM 2.     Properties

The  Partnership's  properties  consist 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  Partnership,
resulting in the  Partnership's  participation in the drilling of 52 oil and gas
wells. At December 31, 1999, the Partnership had 16 producing oil and gas wells.
Two wells were  plugged  and  abandoned,  five wells were dry holes and 29 wells
have been sold.

For  information  relating  to the  Partnership's  estimated  proved oil and gas
reserves at December 31, 1999, 1998 and 1997, 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  Pioneer  USA  with a  review  by
Williamson Petroleum Consultants, Inc., an independent petroleum consultant.

ITEM 3.     Legal Proceedings

The  Partnership  from  time to time is a party  to  various  legal  proceedings
incidental to its business  involving claims in oil and gas leases or interests,

                                        3


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other  claims for damages in amounts not in excess of 10% of its current  assets
and other  matters,  none of which  Pioneer  USA  believes to be material to the
Partnership.

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 1999.

                                        4


<PAGE>



                                     PART II

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

At March 8, 2000, the  Partnership  had 6,126  outstanding  limited  partnership
interests  held of record by 777  subscribers.  There is no  established  public
trading  market  for  the  limited  partnership  interests.  Under  the  limited
partnership  agreement,  Pioneer USA has made  certain  commitments  to purchase
partnership interests at a computed value.

Revenues which, in the sole judgement of the general partners,  are not required
to meet the  Partnership's  obligations are distributed to the partners at least
quarterly in accordance with the limited partnership agreement. During the years
ended  December  31,  1999 and 1998,  distributions  of  $93,647  and  $285,906,
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:
<TABLE>
                                 1999        1998        1997         1996          1995
                              ---------   ---------   ----------   ----------    ----------
<S>                           <C>         <C>         <C>          <C>           <C>
Operating results:
-----------------
  Oil and gas sales           $ 477,533   $ 379,887   $  598,339   $  732,599    $  672,115
                               ========    ========    =========    =========     =========
  Litigation settlement, net  $     -     $     -     $      -     $   45,027    $      -
                               ========    ========    =========    =========     =========
  Impairment of oil and
    gas properties            $     -     $  65,229   $  310,732   $      -      $  264,994
                               ========    ========    =========    =========     =========
  Net income (loss)           $ 120,353   $(131,488)  $  (93,386)  $  322,918    $  138,715
                               ========    ========    =========    =========     =========
  Allocation of net
    income (loss):
      General partner         $  38,680   $   2,863   $   30,221   $   98,377    $  120,537
                               ========    ========    =========    =========     =========
      Limited partners        $  81,673   $(134,351)  $ (123,607)  $  224,541    $   18,178
                               ========    ========    =========    =========     =========
  Limited partners' net
    income (loss) per limited
    partnership interest      $   13.33   $  (21.93)  $   (20.18)  $    36.65    $     2.97
                               ========    ========    =========    =========     =========
  Limited partners' cash
    distributions per limited
  partnership interest        $   15.29   $   46.67   $    43.00   $    49.38(a) $    69.87
                               ========    ========    =========    =========     =========
At year end:
   Identifiable assets        $ 971,351   $ 971,390   $1,456,326   $1,893,741    $1,996,995
                               ========    ========    =========    =========     =========
</TABLE>
---------------
(a)    Including litigation settlement per limited partnership interest of $6.02
       in 1996.

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<PAGE>



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

Results of operations

1999 compared to 1998

The  Partnership's  1999 oil and gas  revenues  increased  26% to $477,533  from
$379,887 in 1998.  The increase in revenues  resulted from higher average prices
received,  offset by a decline in  production.  In 1999,  17,967 barrels of oil,
9,587  barrels of natural gas liquids  ("NGLs") and 42,858 mcf of gas were sold,
or 34,697 barrel of oil equivalents  ("BOEs").  In 1998,  19,042 barrels of oil,
8,812  barrels of NGLs and 41,862 mcf of gas were sold,  or 34,831 BOEs.  Due to
the  decline  characteristics  of the  Partnership's  oil  and  gas  properties,
management expects a certain amount of decline in production in the future until
the Partnership's economically recoverable reserves are fully depleted.

The average  price  received per barrel of oil  increased  $3.94,  or 30%,  from
$13.14 in 1998 to $17.08 in 1999.  The average price received per barrel of NGLs
increased  $2.87, or 41%, from $6.93 in 1998 to $9.80 in 1999. The average price
received per mcf of gas  increased  9% from $1.64 in 1998 to $1.79 in 1999.  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 in 1999.

The volatility of commodity prices has had, and continues to have, a significant
impact on the Partnership's revenues and operating cash flow and could result in
additional  decreases to the  carrying  value of the  Partnership's  oil and gas
properties.

A gain on disposition  of assets of $1,281 was recognized  during 1998 from post
closing  adjustments  received  from  the sale of six oil and gas  wells  and an
overriding royalty interest in one well during 1997.

Total costs and  expenses  decreased in 1999 to $361,025 as compared to $523,894
in 1998, a decrease of $162,869,  or 31%.  The  decrease  was  primarily  due to
declines in depletion and the  impairment of oil and gas  properties,  offset by
increases in production costs and general and administrative expenses ("G&A").

Production  costs were  $280,719 in 1999 and  $274,382 in 1998,  resulting in an
increase of $6,337,  or 2%. The increase was primarily  due to  additional  well
maintenance  costs  incurred to  stimulate  well  production  and an increase in
production  taxes due to increased oil and gas revenues,  offset by a decline in
ad valorem taxes.

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,  45%,  from  $13,493 in 1998 to $19,626 in 1999.  The
Partnership  paid the managing  general  partner  $14,326 in 1999 and $11,397 in
1998 for G&A incurred on behalf of the Partnership.  G&A is allocated,  in part,
to the  Partnership  by the managing  general  partner.  Allocated  expenses are

                                        6


<PAGE>


determined by the managing  general  partner based upon the level of activity of
the  Partnership  relative to the  non-partnership  activities  of the  managing
general  partner.  The method of allocation  has been  consistent  over the past
several  years with certain  modifications  incorporated  to reflect  changes in
Pioneer USA's overall business activities.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of"  ("SFAS  121"),  the  managing  general  partner  reviews  the
Partnership's  oil  and  gas  properties  for  impairment   whenever  events  or
circumstances  indicate a decline in the recoverability of the carrying value of
the  Partnership's  assets  may have  occurred.  As a result of the  review  and
evaluation of its long-lived assets for impairment, the Partnership recognized a
non-cash charge of $65,229 related to its oil and gas properties during 1998.

Depletion  was  $60,680 in 1999  compared  to  $170,790  in 1998,  a decrease of
$110,110,  or 64%. This decrease was the result of a combination of factors that
included  an  increase  in  proved  reserves  during  1999 as a result of higher
commodity  prices and a reduction in the  Partnership's  net depletable basis in
accordance  with SFAS 121 during the fourth quarter of 1998 and a decline in oil
production of 1,075  barrels for the period ended  December 31, 1999 compared to
the same period in 1998.

1998 compared to 1997

The  Partnership's  1998 oil and gas  revenues  decreased  37% to $379,887  from
$598,339 in 1997.  The decrease in revenues  resulted from lower average  prices
received.  In 1998,  19,042 barrels of oil, 8,812 barrels of NGLs and 41,862 mcf
of gas were sold, or 34,831 BOEs. In 1997,  21,685 barrels of oil, 3,333 barrels
of NGLs and 57,516 mcf of gas were sold, or 34,604 BOEs.

Consistent with the managing general  partner,  the Partnership has historically
accounted for processed  natural gas production as wellhead  production on a wet
gas basis.  Effective  September  30, 1997, as a result of the merger with Mesa,
the managing  general partner  accounts for processed  natural gas production in
two  components:  natural gas  liquids  and dry residue  gas. As a result of the
change in the managing general  partner's  policy,  the Partnership now accounts
for processed  natural gas  production as processed  natural gas liquids and dry
residue gas.  Consequently,  separate product volumes will not be comparable for
periods prior to September 30, 1997.  Also,  prices for gas products will not be
comparable as the price per mcf for natural gas for the year ended  December 31,
1998 is the price received for dry residue gas and the price per mcf for natural
gas produced  prior to October 1997 was  presented as a price for wet gas (i.e.,
natural gas liquids combined with dry residue gas).

The average  price  received per barrel of oil  decreased  $6.37,  or 33%,  from
$19.51 in 1997 to $13.14 in 1998.  The average price received per barrel of NGLs
decreased $4.09, or 37%, from $11.02 in 1997 to $6.93 in 1998. The average price
received per mcf of gas decreased 32% from $2.41 in 1997 to $1.64 in 1998.

A gain on disposition  of assets of $1,281 was recognized  during 1998 from post
closing  adjustments  received  from  the sale of six oil and gas  wells  and an
overriding royalty interest in one well during 1997.  During the same  period in

                                        7


<PAGE>



1997, a gain of $88,515 was derived from  proceeds of $86,987  received from the
sale of six oil and gas wells and an overriding royalty interest in one well and
$1,528 was received from the sale of equipment on one abandoned well in the same
period. Expenses incurred to plug and abandon this well totaled $691.

Total costs and  expenses  decreased in 1998 to $523,894 as compared to $789,298
in 1997, a decrease of $265,404,  or 34%.  The decrease was  primarily  due to a
decline in the impairment of oil and gas properties,  production  costs, G&A and
abandoned property costs, offset by an increase in depletion.

Production  costs were  $274,382 in 1998 and  $323,544 in 1997,  resulting  in a
decrease of $49,162,  or 15%. The decrease was primarily  due to less  operating
expenses  from the sale of six oil and gas wells  during the  fourth  quarter of
1997 and declines in production taxes and ad valorem taxes.

During this period,  G&A decreased,  in aggregate,  40%, from $22,634 in 1997 to
$13,493 in 1998. The  Partnership  paid the managing  general partner $11,397 in
1998 and $17,950 in 1997 for G&A incurred on behalf of the Partnership.

The  Partnership  recognized  non-cash  SFAS 121 charges of $65,229 and $310,732
related to its oil and gas properties during 1998 and 1997, respectively.

Depletion  was  $170,790 in 1998  compared  to $131,697 in 1997,  an increase of
$39,093,  or 30%. This increase was the result of a combination  of factors that
included  a  decrease  in  proved  reserves  during  1998 as a  result  of lower
commodity  prices,  offset by a reduction in the  Partnership's  net  depletable
basis in  accordance  with SFAS 121  during  the  fourth  quarter  of 1997 and a
decline in oil  production  of 2,643  barrels for the period ended  December 31,
1998 compared to the same period in 1997.

Impact of inflation and changing prices on sales and net income

Inflation  generally  does  not  impact  revenues  in the oil and gas  industry.
However,  inflation generally does impact expenses, the most significant for the
Partnership is lease operating expenses.

The petroleum  industry has been  characterized by volatile oil, NGL and natural
gas commodity prices and relatively stable supplier costs during the three years
ended  December  31,  1999.  During 1997 and 1998,  weather  patterns,  regional
economic  recessions and political matters combined to cause worldwide crude oil
supplies to exceed demand. As a result, crude oil prices declined  substantially
from the  price  levels of 1996.  Also  during  1997 and  1998,  but to a lesser
extent,  market  prices for natural gas  declined.  During  1999,  the price per
barrel for oil production similar to the Partnership's ranged from approximately
$11.00 to $24.00.  The  decrease in crude oil exports  during 1999 by members of
the Organization of Petroleum  Exporting  Countries ("OPEC") and other crude oil
exporting nations has resulted in higher Partnership revenues and operating cash
flow as compared to 1998.

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.

                                        8


<PAGE>



Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  increased  $34,404  during the year
ended December 31, 1999 from 1998. The increase was primarily attributable to an
increase of $35,331 in oil and gas sales receipts and a decrease in G&A expenses
paid of $3,131, offset by an increase of $4,058 in production costs paid.

Net Cash Provided by (Used in) Investing Activities

The Partnership's  principal investing  activities during 1999 and 1998 included
expenditures related to equipment upgrades on several oil and gas properties.

Proceeds from asset  dispositions  of $422 in 1999 were from  equipment  credits
received on active properties.  During 1998, proceeds from disposition of assets
of $153,683 were primarily from the sale of six oil and gas wells during 1997.

Net Cash Used in Financing Activities

In 1999, cash distributions to the partners were $124,365,  of which $30,718 was
distributed  to the general  partners  and $93,647 to the limited  partners.  In
1998,  cash  distributions  to the partners were $345,878,  of which $59,972 was
distributed to the general partners and $285,906 to the limited partners.

Since  the  first  quarter  of 1999,  world  crude oil  prices  have  increased,
primarily as a result of decreases in crude oil supplies made  available by OPEC
and other crude oil exporting nations.  During the period from the third quarter
of 1997 through the first  quarter of 1999,  there was a  significant  declining
trend in world oil prices and, to a lesser  extent,  natural gas prices.  During
the first quarter of 1999,  OPEC and certain  other crude oil exporting  nations
announced  reductions  in their planned  export  volumes.  These  announcements,
together with the enactment of announced reductions in export volumes,  have had
a positive impact on world crude oil prices. No assurances can be given that the
reductions  in export  volumes or the  positive  trend in oil and gas  commodity
prices can be sustained for an extended period of time.

Proposal to acquire partnerships

On September 8, 1999,  Pioneer USA filed a preliminary  proxy statement with the
SEC  proposing  an  agreement  and plan of merger to the limited  partners of 25
publicly-held  Parker & Parsley  limited  partnerships.  The  preliminary  proxy
statement is non-binding and is subject to, among other things, consideration of
offers  from third  parties to  purchase  any  partnership  or its  assets,  the
majority approval of the limited partners in each partnership and the resolution
of SEC review comments. Pioneer is continuing to evaluate the feasibility of the
proposed  agreement and plan of merger;  however,  the current  commodity  price
outlook has diminished the  likelihood  that the proposed  agreement and plan of
merger will be consummated.

                                        9


<PAGE>



Year 2000 project readiness

As the year 2000 was  approaching,  the inability of some computer  programs and
embedded  technologies to distinguish between "1900" and "2000" gave rise to the
"Year 2000" problem.  Such computer programs and related technology were at risk
to fail outright or communicate  inaccurate data, if not remediated or replaced.
With the  proliferation  of electronic data  interchange,  the Year 2000 problem
represented a  significant  exposure to the entire  global  community,  the full
extent of which could not be accurately assessed prior to the year 2000.

In proactive  response to the Year 2000 problem,  the managing  general  partner
established a "Year 2000" project that  assessed,  to the extent  possible,  the
Partnership's  and the managing  general  partner's  internal Year 2000 problem;
took remedial  actions  necessary to minimize the Year 2000 risk exposure to the
managing  general  partner and  significant  third parties with whom it has data
interchange;  and, tested the managing general  partner's  systems and processes
once remedial actions were taken.  The managing general partner  contracted with
IBM Global  Services to perform the assessment  and remedial  phases of its Year
2000 project.  The managing  general  partner's  total costs related to the Year
2000 problem were $2.5 million.

The  managing  general  partner  has  closely   monitored  its  information  and
non-information   technology  systems  since  the  beginning  of  2000  and  has
identified no significant  Year 2000 failures or problems.  The managing general
partner  will  continue to monitor  Year 2000 risks and issues.  There can be no
assurances that unforeseen problems will not be encountered in the future.

                                       10


<PAGE>



ITEM 8.     Financial Statements and Supplementary Data

                          Index to Financial Statements

                                                                          Page

Financial Statements of Parker & Parsley 82-II, Ltd:
  Independent Auditors' Report - Ernst & Young LLP....................     12
  Independent Auditors' Report - KPMG LLP.............................     13
  Balance Sheets as of December 31, 1999 and 1998.....................     14
  Statements of Operations for the Years Ended December 31,
    1999, 1998 and 1997...............................................     15
  Statements of Partners' Capital for the Years Ended
    December 31, 1999, 1998 and 1997..................................     16
  Statements of Cash Flows for the Years Ended December 31,
    1999, 1998 and 1997...............................................     17
  Notes to Financial Statements.......................................     18


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<PAGE>






                          INDEPENDENT AUDITORS' REPORT

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

We have  audited  the  balance  sheets  of Parker & Parsley  82-II,  Ltd.  as of
December 31, 1999 and 1998, and the related statements of operations,  partners'
capital and cash flows for the years then ended. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Parker & Parsley 82-II, Ltd. as
of December 31, 1999 and 1998,  and the results of its  operations  and its cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States.

                                             Ernst & Young LLP


Dallas, Texas
March 10, 2000

                                       12


<PAGE>






                          INDEPENDENT AUDITORS' REPORT

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

We have audited the statement of operations, partners' capital and cash flows of
Parker & Parsley  82-II,  Ltd.  for the year  ended  December  31,  1997.  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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above presents fairly, in
all  material  respects,  the results of  operations  and cash flows of Parker &
Parsley  82-II,  Ltd. for the year ended  December 31, 1997, in conformity  with
generally accepted accounting principles.

                                                 KPMG LLP


Midland, Texas
March 20, 1998

                                       13


<PAGE>



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

                                 BALANCE SHEETS
                                   December 31



                                                       1999            1998
                                                    -----------    ------------
                   ASSETS

Current assets:
    Cash                                            $    91,672     $    64,274
    Accounts receivable - oil and gas sales              68,374          36,762
                                                     ----------      ----------
           Total current assets                         160,046         101,036
                                                     ----------      ----------
Oil and gas properties - at cost, based on the
    successful efforts accounting method              8,297,224       8,434,066
Accumulated depletion                                (7,485,919)     (7,563,712)
                                                     ----------      ----------
           Net oil and gas properties                   811,305         870,354
                                                     ----------      ----------
                                                    $   971,351     $   971,390
                                                     ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
    Accounts payable - affiliate                    $    13,126     $     9,153

Partners' capital:
    General partners                                    118,851         110,889
    Limited partners (6,126 interests)                  839,374         851,348
                                                     ----------      ----------
                                                        958,225         962,237
                                                     ----------      ----------
                                                    $   971,351     $   971,390
                                                     ==========      ==========

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

                                       14


<PAGE>



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

                            STATEMENTS OF OPERATIONS
                         For the years ended December 31




                                             1999         1998         1997
                                          ---------    ---------    ---------
Revenues:
  Oil and gas                             $ 477,533    $ 379,887    $ 598,339
  Interest                                    3,845       11,238        9,058
  Gain on disposition of assets                 -          1,281       88,515
                                           --------     --------     --------
                                            481,378      392,406      695,912
                                           --------     --------     --------
Costs and expenses:
  Oil and gas production                    280,719      274,382      323,544
  General and administrative                 19,626       13,493       22,634
  Impairment of oil and gas properties          -         65,229      310,732
  Depletion                                  60,680      170,790      131,697
  Abandoned property                            -            -            691
                                           --------     --------     --------
                                            361,025      523,894      789,298
                                           --------     --------     --------
Net income (loss)                         $ 120,353    $(131,488)   $ (93,386)
                                           ========     ========     ========
Allocation of net income (loss):
  General partners                        $  38,680    $   2,863    $  30,221
                                           ========     ========     ========
  Limited partners                        $  81,673    $(134,351)   $(123,607)
                                           ========     ========     ========
Net income (loss) per limited
  partnership interest                    $   13.33    $  (21.93)   $  (20.18)
                                           ========     ========     ========


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

                                       15


<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL




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

Partners' capital at January 1, 1997      $ 217,566    $1,658,629    $1,876,195
   Distributions                            (79,789)     (263,417)     (343,206)
   Net income (loss)                         30,221      (123,607)      (93,386)
                                           --------     ---------     ---------

Partners' capital at December 31, 1997      167,998     1,271,605     1,439,603
   Distributions                            (59,972)     (285,906)     (345,878)
   Net income (loss)                          2,863      (134,351)     (131,488)
                                           --------     ---------     ---------

Partners' capital at December 31, 1998      110,889       851,348       962,237
   Distributions                            (30,718)      (93,647)     (124,365)
   Net income                                38,680        81,673       120,353
                                           --------     ---------     ---------

Partners' capital at December 31, 1999    $ 118,851    $  839,374    $  958,225
                                           ========     =========     =========






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

                                       16


<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                         For the years ended December 31


                                               1999         1998         1997
                                            ---------    ---------    ---------
Cash flows from operating activities:
 Net income (loss)                          $ 120,353    $(131,488)   $ (93,386)
 Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
     Impairment of oil and gas properties         -         65,229      310,732
     Depletion                                 60,680      170,790      131,697
     Gain on disposition of assets                -         (1,281)     (88,515)
 Changes in assets and liabilities:
     Accounts receivable                      (31,612)      23,310       53,967
     Accounts payable                           3,973       (7,570)        (823)
                                             --------     --------     --------
          Net cash provided by operating
            activities                        153,394      118,990      313,672
                                             --------     --------     --------
Cash flows from investing activities:
 Additions to oil and gas properties           (2,053)     (13,600)    (154,985)
 Proceeds from asset dispositions                 422      153,683      156,440
                                             --------     --------     --------
          Net cash provided by (used in)
            investing activities               (1,631)     140,083        1,455
                                             --------     --------     --------
Cash flows used in financing activities:
 Cash distributions to partners              (124,365)    (345,878)    (343,206)
                                             --------     --------     --------
Net increase (decrease) in cash                27,398      (86,805)     (28,079)
Cash at beginning of year                      64,274      151,079      179,158
                                             --------     --------     --------
Cash at end of year                         $  91,672    $  64,274    $ 151,079
                                             ========     ========     ========

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

                                       17


<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1999, 1998 and 1997

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.  On August 8,  1997,
Pioneer Natural Resources USA, Inc.  ("Pioneer USA") became the managing general
partner of the Partnership,  joining the existing general partner, P&P Employees
82-II,  Ltd.  ("EMPL"),  a Texas limited  partnership  whose general  partner is
Pioneer USA, and 6,126 limited partnership  interests as of March 8, 2000. Prior
to August 8, 1997, the  Partnership's  managing  general partner and the general
partner of EMPL was Parker & Parsley Development L.P. ("PPDLP"),  a wholly-owned
subsidiary of Parker & Parsley Petroleum Company ("Parker & Parsley"). On August
7, 1997, Parker & Parsley and Mesa Inc. received  shareholder  approval to merge
and create Pioneer Natural  Resources  Company  ("Pioneer").  On August 8, 1997,
PPDLP was  merged  with and into  Pioneer  USA,  a  wholly-owned  subsidiary  of
Pioneer,  resulting in Pioneer USA becoming the managing  general partner of the
Partnership and the general partner of EMPL as PPDLP's successor by merger.

       The  Partnership  engages in oil and gas  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:

       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 Pioneer USA, 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.

       Impairment  of  long-lived  assets  - In  accordance  with  Statement  of
Financial  Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), the
Partnership  reviews its long-lived  assets to be held and used on an individual
property  basis,  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

                                       18


<PAGE>



Partnership  recognizes an impairment  loss for the amount by which the carrying
amount of the asset exceeds the estimated fair value of the asset.

       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
includes 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.  Allocated  expenses are determined by the managing  general partner
based  upon  the  level  of  activity  of  the   Partnership   relative  to  the
non-partnership  activities  of the  managing  general  partner.  The  method of
allocation  has been  consistent  over  the  past  several  years  with  certain
modifications  incorporated to reflect changes in Pioneer USA's overall business
activities.

       Reclassifications - Certain  reclassifications  may have been made to the
1998 and 1997 financial  statements to conform to the 1999  financial  statement
presentation.

       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.  Such liabilities are generally  undiscounted  unless the
timing of cash  payments for the  liability  or component  are fixed or reliably
determinable. No such liabilities have been accrued as of December 31, 1999.

       Revenue  recognition - The Partnership  uses the  entitlements  method of
accounting for crude oil and natural gas revenues.

                                       19


<PAGE>



Note 3.     Impairment of long-lived assets

      In accordance  with SFAS 121, the  Partnership  reviews its proved oil and
gas properties  for  impairment  whenever  events and  circumstances  indicate a
decline in the recoverability of the carrying value of the Partnership's oil and
gas properties.  The Partnership has estimated the expected future cash flows of
its oil and gas  properties  as of December  31, 1999,  1998 and 1997,  based on
proved reserves, and compared such estimated future cash flows to the respective
carrying  amount of the oil and gas  properties  to  determine  if the  carrying
amounts were likely to be  recoverable.  For those proved 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 non-cash  impairment  provisions of $65,229 and $310,732
related to its proved oil and gas properties during 1998 and 1997, respectively.

Note 4.     Income taxes

      The  financial  statement  basis  of  the  Partnership's  net  assets  and
liabilities was $387,035 less than the tax basis at December 31, 1999.

      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:

                                              1999         1998          1997
                                            ---------    ---------    ---------
 Net income (loss) per statements of
   operations                               $ 120,353    $(131,488)   $ (93,386)
 Depletion and depreciation provisions
   for tax reporting purposes less than
   amounts for financial reporting purposes    55,288      163,319      129,114
 Impairment of oil and gas properties for
   financial reporting purposes                   -         65,229      310,732
 Other, net                                       209          217       58,698
                                             --------     --------     --------

         Net income per Federal

           income tax returns               $ 175,850    $  97,277    $ 405,158
                                             ========     ========     ========

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:
                                              1999         1998          1997
                                            ---------    ---------    ---------
       Development costs                    $   2,053    $  13,600    $  (4,803)
                                             ========     ========     ========

                                       20


<PAGE>



       Capitalized oil and gas properties consist of the following:

                                                     1999            1998
                                                 -----------     -----------
     Proved properties:
       Property acquisition costs                $   415,980     $   415,980
       Completed wells and equipment               7,881,244       8,018,086
                                                  ----------      ----------
                                                   8,297,224       8,434,066
     Accumulated depletion                        (7,485,919)     (7,563,712)
                                                  ----------      ----------
       Net capitalized costs                     $   811,305     $   870,354
                                                  ==========      ==========

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:

                                                 1999        1998        1997
                                               --------    --------    --------
  Payment of lease operating and supervision
     charges in accordance with standard
     industry operating agreements             $139,170    $133,844    $133,860

  Reimbursement of general and
     administrative expenses                   $ 14,326    $ 11,397    $ 17,950

       Pioneer  USA,  EMPL and the  Partnership  are parties to the  Partnership
agreement.  EMPL is a limited  partnership in which Pioneer USA owns 83% and the
remaining portion is owned by former affiliates. In addition,  Pioneer USA owned
221 limited partner interests at January 1, 2000.

       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%

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, 1999,  1998 and 1997 and
changes in such quantities  during the years then ended.  Due to a change in the
accounting policy of the managing general partner in 1997, the Partnership began
accounting  for processed  natural gas production in two  components:  processed
natural gas liquids ("NGLs") and dry residue gas. NGLs are reflected in "Oil and
NGLs" in the table below. All of the Partnership's reserves are proved developed
and located within the United States.

                                       21


<PAGE>



The  Partnership's   reserves  are  based  on  an  evaluation  prepared  by  the
engineering staff of Pioneer USA and viewed by Williamson Petroleum Consultants,
Inc., 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 and NGLs          Gas
                                                     (bbls)            (mcf)
                                                  ------------      ----------

   Net proved reserves at January 1, 1997              351,347       1,295,304
   Revisions                                            73,904        (696,504)
   Sale of reserves                                    (23,878)        (28,436)
   Production                                          (25,018)        (57,516)
                                                   -----------      ----------
   Net proved reserves at December 31, 1997            376,355         512,848
   Revisions                                          (163,438)       (164,998)
   Production                                          (27,854)        (41,862)
                                                   -----------      ----------
   Net proved reserves at December 31, 1998            185,063         305,988
   Revisions                                           288,622         425,997
   Production                                          (27,554)        (42,858)
                                                   -----------      ----------
   Net proved reserves at December 31, 1999            446,131         689,127
                                                   ===========      ==========

       As of  December  31,  1999,  the  estimated  present  value of future net
revenues of proved reserves, calculated using December 31, 1999 prices of $25.28
per  barrel  of oil,  $17.00  per  barrel  of  NGLs  and  $1.73  per mcf of gas,
discounted at 10% was approximately $2,409,000 and undiscounted was $4,644,000.

       Numerous  uncertainties exist in estimating quantities of proved reserves
and future net revenues therefrom.  The estimates of proved reserves and related
future net revenues  set forth in this report are based on various  assumptions,
which may ultimately  prove to be inaccurate.  Therefore,  such estimates should
not be construed as estimates of the current  market value of the  Partnership's
proved  reserves.   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 (a major  customer is defined as a customer whose sales exceed 10%
of total sales) during the years ended December 31:

                                               1999        1998         1997
                                             --------    --------     --------
        Plains All American Inc.                65%          -            -
        Genesis Crude Oil, L.P.                  -          66%          66%
        Western Gas Resources, Inc.              5%         21%          17%

       At December 31, 1999, the amount receivable from Plains All American Inc.
was $68,991 which is included in the caption "Accounts  receivable - oil and gas
sales" in the accompanying Balance Sheet.

                                       22


<PAGE>



       Pioneer USA is of the opinion  that the loss of any one  purchaser  would
not have an adverse effect on the ability of the Partnership to sell its oil and
gas production or natural gas products.

Note 9.     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 are Pioneer
       USA and EMPL.  Pioneer USA, the managing general  partner,  has the power
       and authority to manage,  control and administer all Partnership affairs.
       As managing general partner and operator of the Partnership's properties,
       all  production  expenses  are  incurred by Pioneer USA and billed to the
       Partnership and a portion of revenue is initially received by Pioneer USA
       prior to being paid to the Partnership.

       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.

       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.

Note 10.    Disposition of assets

       Gain on disposition of assets of $88,515 recognized during 1997 primarily
resulted  from  the  sale of six oil and gas  wells  and an  overriding  royalty
interest in one well.

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

None.

                                       23


<PAGE>



                                    PART III

ITEM 10.     Directors and Executive Officers of the Partnership

The  Partnership  does not have any  officers  or  directors.  Under the limited
partnership agreement,  the Partnership's managing general partner, Pioneer USA,
is  granted  the  exclusive  right and full  authority  to manage,  control  and
administer the Partnership's business.

Set forth below are the names, ages and positions of the directors and executive
officers of Pioneer USA. Directors of Pioneer USA are elected to serve until the
next annual meeting of  stockholders  or until their  successors are elected and
qualified.  During June 1999,  Mr. Lon C. Kile resigned as an officer of Pioneer
USA.  During  January  2000,  Mr. M. Garrett Smith also resigned his position as
Director and Chief Financial Officer of Pioneer USA. Mr. Timothy L. Dove assumed
the  responsibility  of Chief Financial Officer of Pioneer USA after Mr. Smith's
resignation.
                            Age at
                         December 31,
        Name                 1999                      Position
---------------------    ------------     -----------------------------------
Scott D. Sheffield            47          President

Timothy L. Dove               43          Executive Vice President, Chief
                                            Financial Officer and Director

Dennis E. Fagerstone          50          Executive Vice President and Director

Mark L. Withrow               52          Executive Vice President, General
                                            Counsel and Director

Rich Dealy                    33          Vice President and Chief Accounting
                                            Officer

         Scott D. Sheffield.  Mr. Sheffield is a  graduate of  The University of
Texas with a B.S. in Petroleum Engineering.  Since August 1997, he has served as
President,  Chief  Executive  Officer and a director of Pioneer and President of
Pioneer  USA.  Mr.  Sheffield  assumed the  position of Chairman of The Board of
Pioneer in August 1999.  He served as a director of Pioneer USA from August 1997
until  his  resignation  from the  board in June  1999.  Mr.  Sheffield  was the
President and a director of Parker & Parsley from May 1990 until August 1997 and
was the  Chairman of the Board and Chief  Executive  Officer of Parker & Parsley
from  October  1990 until  August  1997.  He was the sole  director  of Parker &
Parsley from May 1990 until October 1990. Mr.  Sheffield joined Parker & Parsley
Development Company ("PPDC"),  a predecessor of Parker & Parsley, as a petroleum
engineer  in 1979.  He  served  as Vice  President  -  Engineering  of PPDC from
September 1981 until April 1985 when he was elected President and a director. In
March 1989, Mr.  Sheffield was elected Chairman of the Board and Chief Executive
Officer of PPDC. Before joining PPDC's  predecessor,  Mr. Sheffield was employed
as a production and reservoir engineer for Amoco Production Company.

                                       24


<PAGE>



         Timothy L. Dove.  Mr. Dove earned a B.S. in Mechanical Engineering from
Massachusetts  Institute of Technology  in 1979 and received his M.B.A.  in 1981
from the  University of Chicago.  He became  Executive Vice President - Business
Development  of Pioneer and Pioneer USA in August 1997 and was also  appointed a
director of Pioneer USA in August  1997.  Mr. Dove assumed the position of Chief
Financial  Officer of Pioneer and Pioneer USA  effective  February 1, 2000.  Mr.
Dove joined Parker & Parsley in May 1994 as Vice President -  International  and
was promoted to Senior Vice President - Business Development in October 1996, in
which  position he served until August 1997.  Prior to joining Parker & Parsley,
Mr. Dove was employed with Diamond  Shamrock  Corp.,  and its  successor,  Maxus
Energy Corp, in various capacities in international  exploration and production,
marketing, refining and marketing and planning and development.

         Dennis E. Fagerstone. Mr. Fagerstone, a graduate of the Colorado School
of  Mines  with a B.S.  in  Petroleum  Engineering,  became  an  Executive  Vice
President  of Pioneer and Pioneer USA in August  1997.  He was also  appointed a
director of Pioneer USA in August 1997.  He served as Executive  Vice  President
and Chief  Operating  Officer of Mesa from March 1, 1997 until August 1997. From
October 1996 to February  1997, Mr.  Fagerstone  served as Senior Vice President
and Chief Operating Officer of Mesa and from May 1991 to October 1996, he served
as Vice President - Exploration  and  Production of Mesa.  From June 1988 to May
1991, Mr. Fagerstone served as Vice President - Operations of Mesa.

         Mark  L.  Withrow.   Mr.  Withrow,  a  graduate  of  Abilene  Christian
University  with a B. S. in Accounting  and Texas Tech  University  with a Juris
Doctorate degree, became Executive Vice President, General Counsel and Secretary
of Pioneer and Pioneer USA in August 1997.  He was also  appointed a director of
Pioneer USA in August 1997. Mr. Withrow was Vice President - General  Counsel of
Parker & Parsley from January 1991, when he joined Parker & Parsley,  to January
1995,  when he was appointed  Senior Vice  President - General  Counsel.  He was
Parker &  Parsley's  Secretary  from  August 1992 until  August  1997.  Prior to
joining Parker & Parsley,  Mr. Withrow was the managing  partner of the law firm
of Turpin, Smith, Dyer, Saxe & MacDonald, Midland, Texas.

         Rich Dealy.  Mr. Dealy is a graduate of  Eastern New Mexico  University
with a B.B.A. in Accounting and Finance and is a Certified Public Accountant. He
became Vice President and Chief Accounting Officer of Pioneer and Pioneer USA in
February 1998. Mr. Dealy served as Controller of Pioneer USA from August 1997 to
February  1998.  He served as Controller of Parker & Parsley from August 1995 to
August 1997. Mr. Dealy joined Parker & Parsley as an Accounting Manager in July,
1992. He was previously  employed with KPMG Peat Marwick as an Audit Senior,  in
charge of Parker & Parsley's audit.

ITEM 11.     Executive Compensation

The  Partnership  does not have any  directors  or officers.  Management  of the
Partnership is vested in Pioneer USA, the managing  general  partner.  Under the
Partnership  agreement,  Pioneer USA pays 8% of the  Partnership's  acquisition,
drilling  and  completion  costs  and  20%  of its  operating  and  general  and
administrative  expenses.  In  return,  Pioneer  USA  is  allocated  20%  of the
Partnership's  revenues.  See  Notes 6 and 9 of  Notes to  Financial  Statements
included  in  "Item  8.  Financial   Statements  and  Supplementary   Data"  for
information  regarding  fees and  reimbursements  paid to the  managing  general
partner or its affiliates by the Partnership.

                                       25


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

The Partnership does not directly pay any salaries of the executive  officers of
Pioneer USA, but does pay a portion of Pioneer USA'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".

ITEM 12.     Security Ownership of Certain Beneficial Owners and Management

(a)      Beneficial owners of more than five percent

The Partnership is not aware of any person who  beneficially  owns 5% or more of
the outstanding  limited partnership  interests of the Partnership.  Pioneer USA
and EMPL respectively own 80% and 20% of the general partners'  interests in the
Partnership. Pioneer USA owned 221 limited partner interests at January 1, 2000.

(b)      Security ownership of management

The Partnership  does not have any officers or directors.  The managing  general
partner  of the  Partnership,  Pioneer  USA,  has the  exclusive  right and full
authority to manage,  control and administer the Partnership'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  Partnership  is not aware of any current  arrangement or
activity  which may lead to such removal.  The  Partnership  is not aware of any
officer or director of Pioneer USA who  beneficially  owns  limited  partnership
interests in the Partnership.

ITEM 13.     Certain Relationships and Related Transactions

Transactions with the managing general partner or its affiliates

Pursuant to the limited partnership agreement, the Partnership had the following
related party  transactions  with the general partners or its affiliates  during
the years ended December 31:
                                                 1999        1998        1997
                                               --------    --------    --------
    Payment of lease operating and
       supervision charges in accordance
       with standard industry operating
       agreements                              $139,170    $133,844    $133,860

    Reimbursement of general and
       administrative expenses                 $ 14,326    $ 11,397    $ 17,950

                                       26


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Under the limited partnership agreement,  the general partners,  Pioneer USA and
EMPL,  together pay 10% of  Partnership's  acquisition,  drilling and completion
costs and 25% of its  operating  and general  and  administrative  expenses.  In
return, they are allocated 25% of the Partnership's revenues.  Twenty percent of
the general  partner's  share of costs and revenues is allocated to EMPL and the
remainder is allocated to Pioneer USA. Certain former affiliates of the managing
general partner are limited  partners of EMPL.  Also, see Notes 6 and 9 of Notes
to  Financial   Statements  included  in  "Item  8.  Financial   Statements  and
Supplementary Data", regarding the Partnership's participation with the managing
general partner in oil and gas activities of the Partnership.

                                       27


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                                     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 - Ernst & Young LLP
                Independent Auditors' Report - KPMG LLP
                Balance sheets as of December 31, 1999 and 1998
                Statements of operations for the years ended December 31, 1999,
                  1998 and 1997
                Statements of partners' capital for the years ended December 31,
                  1999, 1998 and 1997
                Statements of cash flows for the years ended December 31, 1999,
                  1998 and 1997
                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.

                                       28


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                               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 21, 2000              By:     Pioneer Natural Resources USA, Inc.
                                             Managing 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 of Pioneer USA               March 21, 2000
------------------------
Scott D. Sheffield


/s/ Timothy L. Dove        Executive Vice President, Chief        March 21, 2000
------------------------   Financial Officer and Director of
Timothy L. Dove            Pioneer USA


/s/ Dennis E. Fagerstone   Executive Vice President and           March 21, 2000
------------------------   Director of Pioneer USA
Dennis E. Fagerstone


/s/ Mark L. Withrow        Executive Vice President, General      March 21, 2000
------------------------   Counsel and Director of Pioneer USA
Mark L. Withrow


/s/ Rich Dealy             Vice President and Chief Accounting    March 21, 2000
------------------------   Officer of Pioneer USA
Rich Dealy

                                       29


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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 Partnership's
                     Registration Statement on Form S-1
                     (Registration No. 2-75503B), as amended
                     on February 4, 1982, the effective date
                     thereof (hereinafter called, the Partnership's
                     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 Partnership'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 Partnership's Registration
                     Statement

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

   27.1*             Financial Data Schedule                                -

   99.1              Mutual Release and Indemnity Agreement                 -
                     dated May 25, 1993  incorporated by reference
                     to Exhibit 99.1 of the  Partnership's  Annual
                     Report  on  Form  10-K  for  the  year  ended
                     December 31, 1993

* filed herewith


                                       30


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