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, 1997

                                       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
$11,830,000.

             As of March 9, 1998, 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 9, 1998. 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.  For
a more  complete  description  of the  Parker &  Parsley  and Mesa  merger,  see
Pioneer's  Registration  Statement on Form S-4 as filed with the  Securities and
Exchange Commission.

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  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 Partnership's  revenue,
income and identifiable assets.

The principal  markets during 1997 for the oil produced by the Partnership  were
refineries  and  oil  transmission  companies  that  have  facilities  near  the
Partnership's   oil  producing   properties.   The  principal  markets  for  the
Partnership's   gas  were  companies  that  have  pipelines   located  near  the
Partnership's gas producing  properties.  Of the Partnership's total oil and gas
revenues for 1997,  approximately 66% and 17% were attributable to sales made to
Genesis Crude Oil, L.P. and Western Gas Resources, Inc., respectively.

                                        2

<PAGE>



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
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.

Because of the demand for oil and gas, the Partnership 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  Partnership's  gas  producing  properties.  The
Partnership  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 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
1,133 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  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  Partnership,
resulting in the  Partnership's  participation in the drilling of 52 oil and gas

                                        3

<PAGE>



wells. At December 31, 1997, the Partnership had 16 producing oil and gas wells;
two wells have been plugged and abandoned, one in a previous period and one well
in 1996 and five wells were completed as dry holes.  Twenty-nine wells have been
sold;  one in  1994,  22 in  1995  and six in  1997.  The  Partnership  received
interests in two additional  oil and gas wells in 1993 due to the  Partnership's
back-in after payout provisions.

For  information  relating  to the  Partnership's  estimated  proved oil and gas
reserves at December 31, 1997, 1996 and 1995, 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 an
independent petroleum consultant.

ITEM 3.     Legal Proceedings

The  Partnership  is a party to  various  legal  proceedings  incidental  to its
business  involving claims in oil and gas leases or interests,  other claims for
damages in amounts not in excess of 10% of its current assets and other matters,
none of which Pioneer believes to be material.

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 1997.


                                        4

<PAGE>

                                    PART II

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

At March 9, 1998, 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,  1997 and 1996,  distributions  of $263,417  and  $302,515,
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>
                                    1997         1996         1995         1994         1993
                                 ----------   ----------    ---------   ----------   ----------
<S>                              <C>          <C>           <C>         <C>          <C>
Operating results:
  Oil and gas sales              $  598,339   $  732,599    $ 672,115   $  864,129   $1,021,156
                                  =========    =========     ========    =========    =========
  Litigation settlement, net     $      -     $   45,027    $     -     $      -     $  439,075
                                  =========    =========     ========    =========    =========
  Impairment of oil and
    gas properties               $  310,732   $      -      $ 264,994   $      -     $      -
                                  =========    =========     ========    =========    =========
  Net income (loss)              $  (93,386)  $  322,918    $ 138,715   $ (110,953)  $  228,574
                                  =========    =========     ========    =========    =========
  Allocation of net income (loss):
      General partner            $   30,221   $   98,377    $ 120,537   $   18,763   $  110,128
                                  =========    =========     ========    =========    =========
      Limited partners           $ (123,607)  $  224,541    $  18,178   $ (129,716)  $  118,446
                                  =========    =========     ========    =========    =========
  Limited partners' net
    income (loss) per limited
    partnership interest         $   (20.18)  $    36.65    $    2.97   $   (21.17)  $    19.33
                                  =========    =========     ========    =========    =========
  Limited partners' cash
    distributions per limited
    partnership interest         $    43.00   $    49.38(a) $    69.87  $    24.33   $   105.71(a)
                                  =========    =========     =========   =========    =========
At year end:
   Total assets                  $1,456,326   $1,893,741    $1,996,995  $2,446,061   $2,750,001
                                  =========    =========     =========   =========    =========
</TABLE>
---------------
(a)    Including litigation settlement per limited partnership interest of $6.02
       in 1996 and $58.91 in 1993.
                                        5

<PAGE>




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

Results of operations

1997 compared to 1996

The  Partnership's  1997 oil and gas  revenues  decreased  18% to $598,339  from
$732,599 in 1996. The decrease in revenues  resulted from declines in production
and lower average prices received. In 1997, 21,685 barrels of oil, 3,333 barrels
of natural  gas  liquids  ("NGLs")  and  57,516 mcf of gas were sold,  or 34,604
barrel of oil equivalents  ("BOEs").  In 1996,  24,283 barrels of oil and 77,814
mcf of gas were sold, or 37,252 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. As a result of the merger with Mesa, the managing general partner has
adopted  Mesa's  accounting  policy and now 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.

The declines in production  volumes were primarily  attributable  to the decline
characteristics  of the Partnership's  oil and gas properties.  Because of these
characteristics, management expects a certain amount of decline in production to
continue in the future until the Partnership's economically recoverable reserves
are fully depleted.

The average  price  received per barrel of oil  decreased  $2.41,  or 11%,  from
$21.92 in 1996 to $19.51 in 1997.  The average price received per barrel of NGLs
during 1997 was $11.02.  The average price  received per mcf of gas decreased 6%
from $2.57 in 1996 to $2.41 in 1997.  The market  price for oil and gas has been
extremely  volatile in the past decade,  and management expects a certain amount
of  volatility  to continue  in the  foreseeable  future.  The  Partnership  may
therefore  sell its future oil and gas  production  at average  prices  lower or
higher than that received in 1997.

A gain on disposition  of assets of $88,515 was recognized  during 1997 of which
$86,987 was due to 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
well  plugged and  abandoned  during 1997.  A loss on  disposition  of assets of
$18,634 was recognized during 1996. This loss was comprised of a $27,155 loss on
abandoned property, offset by a gain of $8,521 from the sale of equipment on one
fully depleted  property.  Expenses to plug and abandon these wells totaled $691
and $579 during 1997 and 1996, respectively.

                                        6

<PAGE>



On April  29,  1996,  Southmark  Corporation,  Pioneer  USA and the  Partnership
entered  into a final  $7.4  million  settlement  agreement  with Jack N.  Price
resolving all outstanding  litigation  between the parties.  As a result, all of
the pending  lawsuits and judgments have been dismissed,  the  supersedeas  bond
released,  and the Reserve  released as collateral.  On June 28,  1996,  a final
distribution  was made to the working  interest owners of $45,027 which included
$36,851, or $6.02 per limited partnership  interest,  to the Partnership and its
partners.

Total costs and  expenses  increased in 1997 to $789,298 as compared to $445,751
in 1996, an increase of $343,547,  or 77%. The increase was primarily due to the
impairment of oil and gas  properties  and  increases in  depletion,  production
costs  and  abandoned  property  costs,  offset by a  decrease  in  general  and
administrative expenses ("G&A").

Production  costs were  $323,544 in 1997 and  $308,885 in 1996,  resulting in an
increase of $14,659,  or 5%. The increase was primarily  due to additional  well
maintenance costs, offset by declines in production taxes.

G&A's  components are independent  accounting and engineering  fees and managing
general  partner  personnel  and  operating  costs.   During  this  period,  G&A
decreased,  in  aggregate,  12%,  from  $25,834 in 1996 to $22,634 in 1997.  The
Partnership  paid the managing  general  partner  $17,950 in 1997 and $21,978 in
1996 for G&A incurred on behalf of the Partnership.  G&A is allocated,  in part,
to the Partnership by the managing general partner.  Such allocated expenses are
determined  by the general  partners  based upon its  judgement  of the level of
activity of the  Partnership  relative to the 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.

The Partnership  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")  effective as of October 1, 1995 (see Notes 2 and 3
of Notes to Financial  Statements included in "Item 8. Financial  Statements and
Supplementary Data"). As a result of the review and evaluation of its long-lived
assets for impairment,  the Partnership recognized a non-cash charge of $310,732
related to its oil and gas properties during the fourth quarter of 1997.

Depletion  was  $131,697 in 1997  compared  to $110,453 in 1996,  an increase of
$21,244,  or 19%. This increase was primarily  attributable to a decrease in oil
reserves during 1997 as a result of lower commodity prices,  offset by a decline
in oil production of 2,598 during 1997 compared to 1996.

1996 compared to 1995

The  Partnership's  1996 oil and gas  revenues  increased  9% to  $732,599  from
$672,115 in 1995.  The increase in revenues  resulted from higher average prices
received per barrel of oil and mcf of gas,  offset by declines in barrels of oil
produced and sold and mcf of gas produced and sold. In 1996,  24,283  barrels of
oil were sold compared to 30,804 in 1995, a decrease of 6,521  barrels,  or 21%.
In 1996,  77,814 mcf of gas were sold  compared to 86,622 in 1995, a decrease of
8,808 mcf, or 10%. The  production  decreases  were primarily due to the decline
characteristics of the Partnership's oil and gas properties.

                                        7

<PAGE>



The average  price  received per barrel of oil  increased  $5.08,  or 30%,  from
$16.84 in 1995 to $21.92 in 1996,  while the average  price  received per mcf of
gas increased 45% from $1.77 in 1995 to $2.57 in 1996.

A loss on disposition of assets of $18,634 was recognized during 1996. This loss
was  comprised  of a $27,155  loss on  abandoned  property,  offset by a gain of
$8,521 from the sale of equipment on one fully  depleted  property.  Expenses to
plug and abandon this well totaled $579.

A gain on disposition of assets was recognized  during 1995 of $450,599 from the
sale of 22 oil and gas wells.

On April  29,  1996,  Southmark  Corporation,  Pioneer  USA and the  Partnership
entered  into a final  $7.4  million  settlement  agreement  with Jack N.  Price
resolving all outstanding  litigation  between the parties.  As a result, all of
the pending  lawsuits and judgments have been dismissed,  the  supersedeas  bond
released,  and the Reserve  released as  collateral.  On June 28,  1996, a final
distribution  was made to the working  interest owners of $45,027 which included
$36,851, or $6.02 per limited partnership  interest,  to the Partnership and its
partners.

Total costs and  expenses  decreased in 1996 to $445,751 as compared to $995,548
in 1995, a decrease of $549,797,  or 55%. The decrease was  primarily due to the
reduction in  impairment  of oil and gas  properties  and declines in production
costs and depletion.

Production  costs were  $308,885 in 1996 and  $423,845 in 1995,  resulting  in a
decrease of $114,960,  or 27%. The decrease was  primarily  due to reductions in
well repair and maintenance costs.

During this period,  G&A  increased,  in aggregate,  8%, from $23,907 in 1995 to
$25,834 in 1996. The Partnership  paid the general  partners $21,978 in 1996 and
$20,163 in 1995 for G&A incurred on behalf of the Partnership.

The  Partnership  adopted SFAS 121  effective as of October 1, 1995 (see Notes 2
and 3 of Notes to Financial Statements included in "Item 8. Financial Statements
and  Supplementary  Data").  As a result of the  review  and  evaluation  of its
long-lived assets for impairment,  the Partnership  recognized a non-cash charge
of $264,994  related to its oil and gas properties  during the fourth quarter of
1995.

Depletion  was  $110,453 in 1996  compared  to  $282,802 in 1995,  a decrease of
$172,349,  or 61%.  This decrease was  primarily  attributable  to the following
factors:  (i) a reduction in the Partnership's net depletable basis from charges
taken in accordance  with SFAS 121, (ii) a reduction in oil  production of 6,521
barrels for 1996 compared to 1995, and (iii) an increase in oil reserves  during
1996 as a result of higher commodity prices.

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  Partnership.  During 1995,  the annual  change in the index of

                                        8

<PAGE>



average weekly earnings of crude petroleum and gas production  workers issued by
the U.S. Department of Labor, Bureau of Labor Statistics  increased by 4.4%. The
1996 annual change in average weekly earnings  increased by 4.1%. The 1997 index
(effective  April 1, 1997) increased 2%. 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.  During  1997,  the price per
barrel for oil production similar to the Partnership's ranged from approximately
$16.00 to $23.00. During most of 1997 and 1996, the Partnership  benefitted from
higher oil  prices as compared  to previous years.   However,  during the fourth
quarter of 1997, oil prices began a downward trend that has continued into March
1998. On March 19, 1998, the market price for West Texas  intermediate crude was
$12.00 per  barrel.  A  continuation  of the oil price  environment  experienced
during  the  first  quarter  of  1998  will  have  an  adverse   effect  on  the
Partnership's  revenues and  operating  cash flow and could result in additional
decreases in the carrying value of the Partnership's oil and gas properties.

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.

Liquidity and capital resources

Net Cash Provided by Operating Activities

Net cash  provided by operating  activities  decreased  $53,154  during the year
ended December 31, 1997 from the year ended December 31, 1996. This decrease was
due to proceeds  received in 1996 from the  litigation  settlement  as discussed
above  and a decline  in oil and gas sales  receipts,  offset by a  decrease  in
production costs paid.

Net Cash Provided by Investing Activities

The Partnership's  principal investing  activities during 1997 and 1996 included
expenditures related to equipment replacement on several oil and gas properties.

Proceeds from  disposition  of assets of $156,446  were received  during 1997 of
which $152,407 derived from the sale of nine oil and gas wells and an overriding
royalty  interest in one well,  $2,511 was received from equipment  disposals on
one of the sold wells and $1,528 was received from  equipment  sold on one fully
depleted  well  abandoned  during 1997.  During  1996,  proceeds of $10,509 were
received of which $8,521  resulted  from the sale of equipment on one  abandoned
well and $1,988 was received from the salvage of equipment on one well abandoned
during 1996.

                                        9

<PAGE>



Net Cash Used in Financing Activities

Cash was  sufficient  in 1997 for  distributions  to the partners of $343,206 of
which  $79,789 was  distributed  to the  general  partners  and  $263,417 to the
limited partners. In 1996, cash was sufficient for distributions to the partners
of  $397,520 of which  $95,005  was  distributed  to the  general  partners  and
$302,515 to the limited partners.

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

Information systems for the year 2000

The general partner will be required to modify its information  systems in order
to accurately process Partnership data referencing the year 2000. Because of the
importance of occurrence dates in the oil and gas industry,  the consequences of
not pursuing these modifications could  be very significant to the Partnership's
ability  to manage and  report  operating  activities.  Currently,  the  general
partner plans to contract with third parties to perform the software programming
changes necessary to correct any existing deficiencies. Such programming changes
are  anticipated  to be  completed  and  tested by March 1, 1999.  The  managing
general  partner  will  allocate  a  portion  of  the  costs  of the  year  2000
programming  charges  to the  Partnership  when they are  incurred,  along  with
recurring  general  and  administrative  expenses  as  defined  pursuant  to the
partnership  agreement.  Although the costs are not estimable at this time, they
should not be significant to the Partnership.

                                       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........................................   12
  Balance Sheets as of December 31, 1997 and 1996.....................   13
  Statements of Operations for the Years Ended December 31,
    1997, 1996 and 1995...............................................   14
  Statements of Partners' Capital for the Years Ended
    December 31, 1997, 1996 and 1995..................................   15
  Statements of Cash Flows for the Years Ended December 31,
    1997, 1996 and 1995...............................................   16
  Notes to Financial Statements.......................................   17






                                       11

<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.   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, 1997 and 1996,  and the results of its  operations  and its cash
flows for each of the years in the three-year period ended December 31, 1997, in
conformity with generally accepted accounting principles.

As  discussed  in Notes 2 and 3 to the  financial  statements,  the  Partnership
adopted 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" in 1995.



                                                 KPMG Peat Marwick LLP


Midland, Texas
March 20, 1998


                                       12

<PAGE>



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

                                 BALANCE SHEETS
                                   December 31


                                                      1997            1996
                                                   -----------     -----------
                   ASSETS

Current assets:
   Cash and cash equivalents, including
      interest bearing deposits of $150,579
      in 1997 and $178,658 in 1996                 $   151,079     $   179,158
   Accounts receivable - oil and gas sales              60,072         114,039
   Accounts receivable - other                         152,402             -
                                                    ----------      ----------
           Total current assets                        363,553         293,197
                                                    ----------      ----------
Oil and gas properties - at cost, based on
   the successful efforts accounting method          8,420,466       9,058,497
Accumulated depletion                               (7,327,693)     (7,457,953)
                                                    ----------      ----------
           Net oil and gas properties                1,092,773       1,600,544
                                                    ----------      ----------
                                                   $ 1,456,326     $ 1,893,741
                                                    ==========      ==========
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities:
   Accounts payable - affiliate                    $    16,723     $    17,546

Partners' capital:
   General partners                                    167,998         217,566
   Limited partners (6,126 interests)                1,271,605       1,658,629
                                                    ----------      ----------
                                                     1,439,603       1,876,195
                                                    ----------      ----------
                                                   $ 1,456,326     $ 1,893,741
                                                    ==========      ==========


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

                                       13

<PAGE>



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

                            STATEMENTS OF OPERATIONS
                         For the years ended December 31


                                            1997        1996         1995
                                         ---------    --------    ----------
Revenues:
  Oil and gas                            $ 598,339    $732,599    $  672,115
  Interest                                   9,058       9,677        11,549
  Gain (loss) on disposition of assets      88,515     (18,634)      450,599
  Litigation settlement                        -        45,027           -
                                          --------     -------     ---------
                                           695,912     768,669     1,134,263
                                          --------     -------     ---------
Costs and expenses:
  Oil and gas production                   323,544     308,885       423,845
  General and administrative                22,634      25,834        23,907
  Impairment of oil and gas properties     310,732         -         264,994
  Depletion                                131,697     110,453       282,802
  Abandoned property                           691         579           -
                                          --------     -------     ---------
                                           789,298     445,751       995,548
                                          --------     -------     ---------
Net income (loss)                        $ (93,386)   $322,918    $  138,715
                                          ========     =======     =========
Allocation of net income (loss):
  General partners                       $  30,221    $ 98,377    $  120,537
                                          ========     =======     =========
  Limited partners                       $(123,607)   $224,541    $   18,178
                                          ========     =======     =========
Net income (loss) per limited
  partnership interest                   $  (20.18)   $  36.65    $     2.97
                                          ========     =======     =========



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

                                       14

<PAGE>



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

                         STATEMENTS OF PARTNERS' CAPITAL


                                           General      Limited
                                           partners     partners      Total
                                          ----------   ----------   ----------
Partners' capital at January 1, 1995      $  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

   Distributions                             (95,005)    (302,515)    (397,520)

   Net income                                 98,377      224,541      322,918
                                           ---------    ---------    ---------
Partners' capital at December 31, 1996       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
                                           =========    =========    =========



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

                                       15

<PAGE>



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

                            STATEMENTS OF CASH FLOWS
                         For the years ended December 31


                                               1997        1996        1995
                                            ----------   ---------   ---------
Cash flows from operating activities:
  Net income (loss)                         $  (93,386)  $ 322,918   $ 138,715
  Adjustments to reconcile net income
    (loss) to net cash provided by
    operating activities:
      Impairment of oil and gas properties     310,732         -       264,994
      Depletion                                131,697     110,453     282,802
      (Gain) loss on disposition of assets     (88,515)     18,634    (450,599)
  Changes in assets and liabilities:
      Accounts receivable                       53,967     (56,531)     21,966
      Accounts payable                            (823)    (28,648)      8,801
                                             ---------    --------    --------
         Net cash provided by operating
           activities                          313,672     366,826     266,679
                                             ---------    --------    --------
Cash flows from investing activities:
  Additions to oil and gas properties         (154,985)        (77)     (1,238)
  Proceeds from asset dispositions             156,440      10,509     475,193
                                             ---------    --------    --------
         Net cash provided by investing
           activities                            1,455      10,432     473,955
                                             ---------    --------    --------
Cash flows from financing activities:
  Cash distributions to partners              (343,206)   (397,520)   (596,585)
                                             ---------    --------    --------
Net increase (decrease) in cash and cash
  equivalents                                  (28,079)    (20,262)    144,049
Cash and cash equivalents at beginning
  of year                                      179,158     199,420      55,371
                                             ---------    --------    --------
Cash and cash equivalents at end of year    $  151,079   $ 179,158   $ 199,420
                                             =========    ========    ========



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

                                       16

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 1997, 1996 and 1995

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 9, 1998. 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 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:

       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 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

                                       17

<PAGE>



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

       Reclassifications - Certain  reclassifications have been made to the 1996
and  1995  financial  statements  to  conform  to the 1997  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

                                       18

<PAGE>



reasonably  estimated.  Such liabilities are generally  undiscounted  unless the
timing of cash  payments for the  liability  or component  are fixed or reliably
determinable.

Note 3.     Impairment of long-lived assets

      The  Partnership  adopted SFAS 121 effective  October 1, 1995. In order to
determine  whether an impairment  has occurred,  the  Partnership  estimates the
expected  future  cash flows of its oil and gas  properties  and  compares  such
future  cash  flows to the  carrying  amount  of the oil and gas  properties  to
determine  if the  carrying  amount  is  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 of the review
and  evaluation  of  its  long-lived  assets  for  impairment,  the  Partnership
recognized  non-cash charges of $310,732 and $264,994 related to its oil and gas
properties during the fourth quarters of 1997 and 1995, respectively.

Note 4.     Income taxes

      The  financial  statement  basis  of  the  Partnership's  net  assets  and
liabilities was $102,775 less than the tax basis at December 31, 1997.

      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:
                                                1997        1996        1995
                                              --------    --------    --------
  Net income (loss) per statements of
    operations                                $(93,386)   $322,918    $138,715
  Depletion and depreciation provisions
    for tax reporting purposes under
    amounts for financial reporting purposes   129,114      98,829     263,931
  Impairment of oil and gas properties for
    financial reporting purposes               310,732         -       264,994
  Other, net                                    58,698      29,945     (20,631)
                                               -------     -------     -------
          Net income per Federal
            income tax returns                $405,158    $451,692    $647,009
                                               =======     =======     =======

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:
                                                1997        1996        1995
                                              --------    --------    --------
       Development costs                      $ (4,803)   $  9,856    $  1,241
                                               =======     =======     =======
                                       19

<PAGE>

       Capitalized oil and gas properties consist of the following:
                                                     1997            1996
                                                  -----------    -----------
     Proved properties:
       Property acquisition costs                 $   415,980    $   519,337
       Completed wells and equipment                8,004,486      8,539,160
                                                   ----------     ----------
                                                    8,420,466      9,058,497
     Accumulated depletion                         (7,327,693)    (7,457,953)
                                                   ----------     ----------
       Net capitalized costs                      $ 1,092,773    $ 1,600,544
                                                   ==========     ==========

       During 1997, the Partnership recognized a non-cash charge against oil and
gas properties of $310,732 associated with 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:
                                                  1997        1996        1995
                                                --------    --------    --------
  Payment of lease operating and supervision
     charges in accordance with standard
     industry operating agreements              $133,860    $122,545    $156,161

  Reimbursement of general and
     administrative expenses                    $ 17,950    $ 21,978    $ 20,163

  Purchase of oil and gas properties and
     related equipment at predecessor cost      $  2,195    $    -      $  1,241

  Receipt of proceeds for the salvage value
     of retired oil and gas equipment           $    -      $  9,004    $    -

       Pioneer USA, P&P Employees 82-II,  Ltd.  ("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.
Pioneer USA owned 211 limited partner interests at January 1, 1998.

       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%
                                       20

<PAGE>


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, 1997,  1996 and 1995 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 Pioneer
USA  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 and NGLs        Gas
                                                       (bbls)          (mcf)
                                                     ----------      ---------
     Net proved reserves at January 1, 1995             329,552      1,339,559
     Revisions                                           51,323        124,771
     Production                                         (30,804)       (86,622)
                                                     ----------      ---------
     Net proved reserves at December 31, 1995           350,071      1,377,708
     Revisions                                           25,559         (4,590)
     Production                                         (24,283)       (77,814)
                                                     ----------      ---------
     Net proved reserves at December 31, 1996           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
                                                     ==========      =========

       The estimated  present  value of future net revenues of proved  reserves,
calculated  using  December 31, 1997 prices of $17.19 per barrel of oil,  $12.20
per barrel of NGLs and $2.20 per mcf of gas, discounted at 10% was approximately
$1,475,000 and undiscounted  was $2,773,000 at December 31, 1997.  Subsequent to
December 31, 1997, the prices of oil and gas have been  declining,  and on March
19,  1998,  the  average  prices  for  the   Partnership's   oil  and  gas  were
approximately $12.00 and $2.05, respectively.

       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:
                                                    1997       1996       1995
                                                  --------   --------   --------
             Genesis Crude Oil, L.P.                 66%        67%        70%
             Western Gas Resources, Inc.             17%        15%        11%

       The  above  customers  represent  76% of  total  accounts  receivable  at
December 31, 1997.
                                       21

<PAGE>



       Pioneer USA is  party to a  long-term agreement pursuant to which Pioneer
USA and affiliates are to sell to Basis Petroleum, Inc. (formerly Phibro Energy,
Inc.)  substantially all crude  oil  (including condensate)  which  any of  such
entities  have the right to market  from time to time.  On  November  25,  1996,
Pioneer USA  consented to the  assignment of the agreement to Genesis Crude Oil,
L.P.  ("Genesis"),  a limited  partnership  formed by Basis Petroleum,  Inc. and
Howell Corporation.  The price to be paid by Genesis for oil purchased under the
agreement  ("Genesis  Agreement") is to be competitive with prices paid by other
substantial  purchasers  in the same areas who are  significant  competitors  of
Genesis.  The price to be paid for oil  purchased  under the  Genesis  Agreement
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  Genesis
Agreement is through June 30, 1998,  and it may continue  thereafter  subject to
termination  rights  afforded each party.  Salomon,  Inc., the parent company of
Basis Petroleum, Inc. and a subordinated limited partner in Genesis, secures the
payment  obligations  under the Genesis  Agreement  with a $25  million  payment
guarantee.  Accounts  receivable-oil  and gas sales  included  $29,466  due from
Genesis at December 31, 1997.

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.

       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

       During 1997, gain on disposition of assets of $88,515 primarily  resulted
from the sale of six oil and gas wells and an overriding royalty interest in one
well. A loss on  disposition  of assets of $18,634 was  recognized  during 1996.
This loss was  comprised of a $27,155 loss on  abandoned  property,  offset by a
gain of $8,521 from  proceeds  received  from the sale of equipment on one fully
depleted property. The loss of $450,599,  recognized during 1995, was due to the
sale of 22 oil and gas wells.
                                       22

<PAGE>



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.  Pioneer USA is a wholly-owned subsidiary
of Pioneer, 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 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.

                            Age at
                         December 31,
        Name                 1997                       Position
--------------------     ------------     -------------------------------------
Scott D. Sheffield            45          President and Director

Timothy L. Dove               41          Executive Vice President and Director

Dennis E. Fagerstone          48          Executive Vice President and Director

Mark L. Withrow               50          Executive Vice President, General
                                            Counsel and Director

M. Garrett Smith              36          Executive Vice President, Chief
                                            Financial Officer and Director

Mel Fischer                   63          Executive Vice President

Lon C. Kile                   42          Executive Vice President

Rich Dealy                    31          Vice President and Chief Accounting
                                            Officer

     Scott D.  Sheffield.  Mr.  Sheffield  is a  distinguished  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  and a director of Pioneer USA. 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, Mr. Sheffield was employed as a production
and reservoir engineer for Amoco Production Company.

                                       24

<PAGE>



     Timothy L. Dove.  Mr.  Dove  became  Executive  Vice  President  - Business
Development  of Pioneer and Pioneer USA in August 1997. He was also  appointed a
director of Pioneer USA in August 1997.  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.  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.

     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.

     M. Garrett  Smith.  Mr. Smith, a graduate of The University of Texas with a
B.S. in Electrical Engineering and Southern Methodist University with an M.B.A.,
was appointed Executive Vice President and Chief Financial Officer of Pioneer in
December  1997.  He served as Senior Vice  President  - Finance of Pioneer  from
August 1997 until  December  1997. Mr. Smith was elected Senior Vice President -
Finance  and a  director  of  Pioneer  USA in  August  1997.  He  served as Vice
President - Corporate  Acquisitions of Mesa from January 1997 until August 1997.
From October 1996 to December 1996, Mr. Smith served as Vice President - Finance
of Mesa and from 1994 to 1996 he served as  Director  of  Financial  Planning of
Mesa. Mr. Smith was employed by BTC Partners,  Inc. (a former financial  advisor
to Mesa) from 1989 to 1994.

     Mel Fischer.  Mr.  Fischer,  a graduate of the  University of California at
Berkeley with a Masters  degree in Geology,  became  Executive  Vice President -
Worldwide  Exploration of Pioneer and Pioneer USA in August 1997. He served as a
director  of Parker & Parsley  from  November  1995  until  August  1997 and was
Executive  Vice  President -  Worldwide  Exploration  for Parker & Parsley  from
February 1997 to August 1997. Mr.  Fischer worked in the petroleum  industry for
32 years, starting as a Petroleum Geologist with Texaco in 1962, and retiring as

                                       25

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President,  Occidental International Exploration and Production Company in March
1994. For the 10 years prior to becoming President of Occidental  International,
he served  as Executive Vice President,  World Wide Exploration with  Occidental
Oil  and  Gas  Corporation.  He  is a  registered  geologist  in  the  State  of
California,  a member of the American Association of Petroleum Geologists and an
emeritus  member  of the  Board of  Advisors  for the  Earth  Sciences  Research
Institute at the University of Utah.

     Lon C. Kile.  Mr.  Kile,  a graduate of Oklahoma  State  University  with a
B.B.A. in Accounting, became Executive Vice President of Pioneer and Pioneer USA
in August 1997.  Mr. Kile was Senior Vice  President - Investor  Relations  from
October 1996 to August 1997. Previously, he served as Vice President and Manager
of the  Mid-Continent  Division,  Vice President - Equity Finance & Analysis and
Vice President - Marketing & Program  Administration.  Prior to joining Parker &
Parsley in 1985,  he was employed as  Supervisor - Senior,  Audit,  in charge of
Parker & Parsley's audit, with Ernst & Young.

     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.

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".

                                       26

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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 211 limited partner interests at January 1, 1998.

(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:
                                                 1997        1996        1995
                                               --------    --------    --------
   Payment of lease operating and
      supervision charges in accordance
      with standard industry operating
      agreements                               $133,860    $122,545    $156,161
   Reimbursement of general and
      administrative expenses                  $ 17,950    $ 21,978    $ 20,163
   Purchase of oil and gas properties and
      related equipment at predecessor cost    $  2,195    $    -      $  1,241
   Receipt of proceeds for the salvage value
      of retired oil and gas equipment         $    -      $  9,004    $    -

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 Balance sheets as of December
                     31, 1997 and 1996
                   Statements of  operations  for the years ended December 31,
                     1997, 1996 and 1995
                   Statements of partners' capital for the years ended December
                     31, 1997, 1996 and 1995
                   Statements of cash flows for the years ended December 31,
                     1997, 1996 and 1995
                   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 27, 1998              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 and Director of             March 27, 1998
------------------------    Pioneer USA
Scott D. Sheffield

/s/ Timothy L. Dove         Executive Vice President and          March 27, 1998
------------------------    Director of Pioneer USA
Timothy L. Dove

/s/ Dennis E. Fagerstone    Executive Vice President and          March 27, 1998
------------------------    Director of Pioneer USA
Dennis E. Fagerstone

/s/ Mark L. Withrow         Executive Vice President, General     March 27, 1998
------------------------    Counsel and Director of Pioneer USA
Mark L. Withrow

/s/ M. Garrett Smith        Executive Vice President, Chief       March 27, 1998
------------------------    Financial Officer and Director
M. Garrett Smith            of Pioneer USA

/s/ Mel Fischer             Executive Vice President of           March 27, 1998
------------------------    Pioneer USA
Mel Fischer

/s/ Lon C. Kile             Executive Vice President of           March 27, 1998
------------------------    Pioneer USA
Lon C. Kile

/s/ Rich Dealy              Vice President and Chief Accounting   March 27, 1998
------------------------    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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