DYCO 1978 OIL & GAS PROGRAMS/OLD/
10-Q, 1995-11-13
DRILLING OIL & GAS WELLS
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<PAGE>


                    
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549



                               FORM 10-Q


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



     For the quarter ended                   Commission File Number
       September 30, 1995                      2-59769-03 (1978-1)
                                               2-59769-04 (1978-2)


                    DYCO 1978 OIL AND GAS PROGRAMS
                      (TWO LIMITED PARTNERSHIPS)
         (Exact Name of Registrant as specified in its charter)


                                                  41-1343930 (1978-1) 
               Minnesota                          41-1343935 (1978-2) 
        (State or other jurisdiction           (I.R.S. Employer Identification
       of incorporation or organization)                      Number)




          Samson Plaza, Two West Second Street, Tulsa, Oklahoma  74103
          ------------------------------------------------------------

            (Address of principal executive offices)        (Zip Code)



                       (918) 583-1791
             ---------------------------------------------------
             (Registrant's telephone number, including area code)



Indicate  by check  mark  whether the  registrant  (1) has  filed  all
reports required to be filed by Section 13 or 15(d)  of the Securities
Exchange  Act of  1934  during the  preceding 12  months (or  for such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such  filing requirements for the past 90
days.

                         Yes   X         No      
                              -----          -----
<PAGE>




                              PART I.  FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS

                    DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)


                                          ASSETS
                                                    September 30, December 31,
                                                        1995          1994    
                                                    ------------- ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $103,652      $ 35,769 
             Accrued oil and gas sales, including
               $22,657 and $22,230 due from
               related parties (Note 2) . . . . . .      25,756        26,596 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $129,408      $ 62,365 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     203,414       259,917 

          DEFERRED CHARGE . . . . . . . . . . . . .      43,290        43,290 
                                                       --------      -------- 
                                                       $376,112      $365,572 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $  2,023      $  2,781 
                                                       --------      -------- 
             Total current liabilities . . . . . .     $  2,023      $  2,781 

          ACCRUED LIABILITY . . . . . . . . . . . .      22,425        22,425 

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               24 units . . . . . . . . . . . . . .       3,517         3,404 
             Limited Partners, issued and outstanding, 
               2,400 units  . . . . . . . . . . . .     348,147       336,962 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $351,664      $340,366 
                                                       --------      -------- 
                                                       $376,112      $365,572 
                                                       ========      ======== 



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

                                  -2-
<PAGE>




                    DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                       ----------    ---------
           
          REVENUES:
             Oil and gas sales, including 
               $73,913 and $20,803 of sales
               to related parties (Note 2)  . . . .      $77,571      $26,304 
             Interest . . . . . . . . . . . . . . .          499          415 
                                                         -------      ------- 
                                                         $78,070      $26,719 
                                                         -------      ------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $18,141      $13,243 
             Depreciation, depletion, and amortization 
               of oil and gas properties . . . . . . .    27,104        9,498 
             Provision to reduce carrying value of
               oil and gas properties (Note 1)  . .       13,949          -   
             General and administrative (Note 2)  .        7,011        7,276 
                                                         -------      ------- 
                                                         $66,205      $30,017 
                                                         -------      ------- 

          NET INCOME (LOSS) . . . . . . . . . . . .      $11,865     ($ 3,298)
                                                         =======      ======= 
          GENERAL PARTNER (1%) - net income (loss)       $   119     ($    33)
                                                         =======      ======= 
          LIMITED PARTNERS (99%) - net income (loss)     $11,746     ($ 3,265)
                                                         =======      ======= 
          NET INCOME (LOSS) PER UNIT  . . . . . . .      $     5     ($     2)
                                                         =======      ======= 
          UNITS OUTSTANDING . . . . . . . . . . . .        2,424        2,424 
                                                         =======      ======= 




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

                                  -3-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                       ----------    ---------
           
          REVENUES:
             Oil and gas sales, including 
               $126,176 and $142,823 of sales
               to related parties (Note 2)  . . . .     $143,435     $180,990 
             Interest . . . . . . . . . . . . . . .        1,432        1,472 
                                                        --------     -------- 
                                                        $144,867     $182,462 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 43,509     $ 51,426 
             Depreciation, depletion, and amortization 
               of oil and gas properties . . . . . . .    50,394       56,037 
             Provision to reduce carrying value of
               oil and gas properties (Note 1)  . .       13,949          -   
             General and administrative (Note 2)  .       25,717       23,588 
                                                        --------     -------- 
                                                        $133,569     $131,051 
                                                        --------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .     $ 11,298     $ 51,411 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    113     $    514 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 11,185     $ 50,897 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $      5     $     21 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        2,424        2,424 
                                                        ========     ======== 



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

                                  -4-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995         1994   
                                                       ----------   ----------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income   . . . . . . . . . . . . .     $ 11,298     $ 51,411 
             Adjustments to reconcile net income to
               net cash provided (used) by operating 
               activities:
               Depreciation, depletion, and amortiza-
                 tion of oil and gas properties . . . .   50,394       56,037 
               Provision to reduce carrying value of
                 oil and gas properties . . . . . .       13,949          -   
               Decrease in accrued oil gas sales             840        5,172 
               (Decrease) increase in accounts 
                 payable                               (     758)         674 
               Decrease in related party payable  .          -      ( 171,055)
                                                        --------     -------- 
               Net cash provided (used) by operating 
                activities  . . . . . . . . . . . .     $ 75,723    ($ 57,761)
                                                        --------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .    ($  8,386)   ($ 11,985)
             Retirements of oil and gas properties           546          -   
                                                        --------     -------- 
               Net cash used by investing activities   ($  7,840)   ($ 11,985)
                                                        --------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .     $    -      ($109,080)
                                                        --------     -------- 
                Net cash used by financing activities   $    -      ($109,080)
                                                        --------     -------- 

          NET INCREASE (DECREASE) IN CASH AND
             CASH EQUIVALENTS . . . . . . . . . . .     $ 67,833    ($178,826)

          CASH AND CASH EQUIVALENTS AT BEGINNING 
            OF PERIOD                                     35,769      234,274 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END 
            OF PERIOD                                   $103,652     $ 55,448 
                                                        ========     ======== 



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

                                  -5-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)


                                          ASSETS

                                                   September 30,  December 31,
                                                       1995           1994    
                                                   ---------------------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .     $ 5,785      $  7,831 
             Accrued oil and gas sales, including
               $11,812 and $17,560 due from
               related parties (Note 2) . . . . . .      15,716        27,923 
                                                        -------      -------- 
                Total current assets  . . . . . . .     $21,501      $ 35,754 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .      51,877        80,941 

          DEFERRED CHARGE . . . . . . . . . . . . .      10,687        10,687 
                                                        -------      -------- 
                                                        $84,065      $127,382 
                                                        =======      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .     $ 4,282      $  3,111 
                                                        -------      -------- 
                Total current liabilities . . . . .     $ 4,282      $  3,111 

          ACCRUED LIABILITY . . . . . . . . . . . .      12,878        12,878 

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               16 units . . . . . . . . . . . . . .         669         1,114 
             Limited Partners, issued and outstanding, 
               1,600 units  . . . . . . . . . . . .      66,236       110,279 
                                                        -------      -------- 
                Total Partners' capital . . . . . .     $66,905      $111,393 
                                                        -------      -------- 
                                                        $84,065      $127,382 
                                                        =======      ======== 

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

                                  -6-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995          1994  
                                                        ---------    ---------
           
          REVENUES:
             Oil and gas sales, including
               $17,260 and $28,369 of sales
               to related parties (Note 2)  . . . .      $26,674      $63,688 
             Interest . . . . . . . . . . . . . . .          184          333 
                                                         -------      ------- 
                                                         $26,858      $64,021 
                                                         -------      ------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $14,902      $13,356 
             Depreciation, depletion, and amortization 
               of oil and gas properties . . . . . . .     6,837        8,490 
             Provision to reduce carrying value of
               oil and gas properties (Note 1)  . .        8,231          -   
             General and administrative (Note 2)  .        5,964        6,040 
                                                         -------      ------- 
                                                         $35,934      $27,886 
                                                         -------      ------- 

          NET (LOSS) INCOME . . . . . . . . . . . .     ($ 9,076)     $36,135 
                                                         =======      ======= 
          GENERAL PARTNER (1%) - net (loss) income      ($    91)     $   361 
                                                         =======      ======= 
          LIMITED PARTNERS (99%) - net (loss) income    ($ 8,985)     $35,774 
                                                         =======      ======= 
          NET (LOSS) INCOME PER UNIT  . . . . . . .     ($     6)     $    22 
                                                         =======      ======= 
          UNITS OUTSTANDING . . . . . . . . . . . .        1,616        1,616 
                                                         =======      ======= 



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

                                  -7-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                          1995          1994  
                                                        ---------    ---------
           
          REVENUES:
             Oil and gas sales, including
               $62,114 and $101,268 of sales
               to related parties (Note 2)  . . . .      $82,643     $215,384 
             Interest . . . . . . . . . . . . . . .          465          658 
                                                         -------     -------- 
                                                         $83,108     $216,042 
                                                         -------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $45,143     $ 51,560 
             Depreciation, depletion, and amortization 
               of oil and gas properties . . . . . . .    20,731       41,408 
             Provision to reduce carrying value of
               oil and gas properties (Note 1)  . .        8,231          -   
             General and administrative (Note 2)  .       21,171       19,762 
                                                         -------     -------- 
                                                         $95,276     $112,730 
                                                         -------     -------- 

          NET (LOSS) INCOME . . . . . . . . . . . .     ($12,168)    $103,312 
                                                         =======     ======== 
          GENERAL PARTNER (1%) - net (loss) income      ($   122)    $  1,033 
                                                         =======     ======== 
          LIMITED PARTNERS (99%) - net (loss) income    ($12,046)    $102,279 
                                                         =======     ======== 
          NET (LOSS) INCOME PER UNIT  . . . . . . .     ($     8)    $     64 
                                                         =======     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        1,616        1,616 
                                                         =======     ======== 



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

                                  -8-
<PAGE>

                    DYCO OIL AND GAS PROGRAM 1978-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                                        (Unaudited)


                                                           1995        1994   
                                                        ---------    ---------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net (loss) income  . . . . . . . . . .     ($12,168)    $103,312 
             Adjustments to reconcile net (loss) 
               income to net cash provided by 
               operating activities:
               Depreciation, depletion, and amortization 
                 of oil and gas properties . . . . . .    20,731       41,408 
               Provision to reduce carrying value of 
                 oil and gas properties . . . . . .        8,231          -   
               Decrease (increase) in accrued oil and 
                 gas sales  . . . . . . . . . . . .       12,207    (   2,723)
               Increase (decrease) in accounts 
                 payable                                   1,171    (     180)
               Decrease in payable to General Partner        -      (   6,900)
                                                         -------     -------- 
               Net cash provided by operating 
                 activities                              $30,172     $134,917 
                                                         -------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .      $   -      ($  2,391)
             Retirements of oil and gas properties           102          -   
                                                         -------     -------- 
               Net cash provided (used) by investing 
                activities  . . . . . . . . . . . .      $   102    ($  2,391)
                                                         -------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .     ($32,320)   ($137,360)
                                                         -------     -------- 
                Net cash used by financing activities   ($32,320)   ($137,360)
                                                         -------     -------- 

          NET DECREASE IN CASH AND CASH EQUIVALENTS     ($ 2,046)   ($  4,834)

          CASH AND CASH EQUIVALENTS AT BEGINNING 
            OF PERIOD                                      7,831       24,573 
                                                         -------     -------- 
          CASH AND CASH EQUIVALENTS AT END 
            OF PERIOD                                    $ 5,785     $ 19,739 
                                                         =======     ======== 


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

                                  -9-
<PAGE>

                  DYCO OIL AND GAS PROGRAM 1978-1 LIMITED PARTNERSHIP
                  DYCO OIL AND GAS PROGRAM 1978-2 LIMITED PARTNERSHIP
                        CONDENSED NOTES TO FINANCIAL STATEMENTS
                                   SEPTEMBER 30, 1995
                                      (Unaudited)


          1. ACCOUNTING POLICIES
             -------------------

             The  balance  sheets  as  of September  30,  1995,  statements of
             operations  for the  three and  nine  months ended  September 30,
             1995 and 1994, and  statements of cash flows  for the nine months
             ended September  30, 1995  and 1994  have been  prepared by  Dyco
             Petroleum Corporation ("Dyco"), the  General Partner of  the Dyco
             Oil  and  Gas  Program  1978-1  and  1978-2 Limited  Partnerships
             (individually, the "1978-1 Program"  or the "1978-2  Program", as
             the case  may  be,  or,  collectively, the  "Programs"),  without
             audit.    In the  opinion of  management  all adjustments  (which
             include only normal  recurring adjustments) necessary to  present
             fairly the financial position at  September 30, 1995,  results of
             operations  for the  three and  nine months  ended  September 30,
             1995 and  1994, and  changes in  cash flows for  the nine  months
             ended September 30, 1995 and 1994 have been made.

             Information  and   footnote  disclosures  normally  included   in
             financial  statements   prepared  in  accordance  with  generally
             accepted  accounting principles  have been  condensed or omitted.
             It  is  suggested  that  these financial  statements  be  read in
             conjunction  with  the  financial  statements  and  notes thereto
             included in  the Programs'  Annual Report  on Form  10-K for  the
             year ended December 31, 1994.  The results of  operations for the
             period  ended September 30,  1995 are  not necessarily indicative
             of the results to be expected for the full year.  

             The limited partners' net income or  loss per unit is  based upon
             each $5,000 initial capital contribution.


             OIL AND GAS PROPERTIES
             ----------------------

             Oil and  gas operations  are accounted  for using  the full  cost
             method  of accounting.   All productive  and non-productive costs
             associated  with the acquisition,  exploration and development of
             oil  and  gas  reserves  are  capitalized.    In  the  event  the
             unamortized  cost  of  oil  and  gas  properties being  amortized
             exceeds the full cost ceiling (as  defined by the Securities  and
             Exchange Commission),  the excess is  charged to  expense in  the
             period during which such excess occurs.   At September 30,  1995,
             the unamortized cost of oil and  gas properties exceeded the full
             cost  ceiling by $13,949 on  the 1978-1 Program  and by $8,231 on
             the 1978-2  Program.   These  excesses  were  charged to  expense


                                           -10-
<PAGE>

             during  the  three and  nine  months  ended September  30,  1995.
             Sales  and  abandonments  of  properties  are  accounted  for  as
             adjustments  of   capitalized  costs   with  no   gain  or   loss
             recognized,  unless such  adjustments  would  significantly alter
             the relationship  between capitalized  costs and  proved oil  and
             gas reserves.

             The provision  for depreciation,  depletion, and  amortization of
             oil and gas properties is calculated by dividing the  oil and gas
             sales dollars  during  the  year by  the estimated  future  gross
             income  from  the  oil  and   gas  properties  and  applying  the
             resulting  rate  to  the  net  remaining  costs  of  oil  and gas
             properties that  have  been  capitalized, plus  estimated  future
             development costs.

          2. TRANSACTIONS WITH RELATED PARTIES
             ---------------------------------

             Under the terms  of each of  the Program's partnership agreement,
             Dyco  is entitled  to  receive  a  reimbursement for  all  direct
             expenses   and  general   and   administrative,   geological  and
             engineering expenses it incurs on behalf  of the Program.  During
             the  three months ended  September 30,  1995 and  1994 the 1978-1
             Program  incurred  such  expenses  totaling  $7,011  and  $7,276,
             respectively, of  which  $6,219 and  $6,219  were  paid to  Dyco.
             During the  nine months  ended September  30, 1995  and 1994  the
             1978-1  Program  incurred  such  expenses  totaling  $25,717  and
             $23,588, respectively, of  which $18,657 and $18,657 were paid to
             Dyco.  During the three  months ended September 30, 1995 and 1994
             the 1978-2  Program incurred  such expenses  totaling $5,964  and
             $6,040, respectively,  of which  $5,472 and $5,472  were paid  to
             Dyco.  During the  nine months ended September 30, 1995 and  1994
             the  1978-2 Program incurred  such expenses  totaling $21,171 and
             $19,762, respectively, of which $16,416 and  $16,416 were paid to
             Dyco.

             Affiliates of  the Programs are the  operators of  certain of the
             Programs' properties and  their policy  is to  bill the  Programs
             for  all  customary  charges and  cost  reimbursements associated
             with  their activities,  together  with any  compressor  rentals,
             consulting, or other services provided.

             The  Programs sell gas  at market  prices to  Premier Gas Company
             ("Premier"), an affiliated company,  and Premier may  then resell
             such  gas to third  parties at  market prices.   During the three
             months ended  September 30,  1995 and  1994 these  sales for  the
             1978-1  Program   totaled  $73,913   and  $20,803,  respectively.
             During the  nine months ended September  30, 1995  and 1994 these
             sales for  the  1978-1  Program  totaled $126,176  and  $142,823,
             respectively.   At September 30, 1995  accrued oil  and gas sales
             for  the  1978-1  Program  included  $22,657  due  from  Premier.
             During the three months ended September  30, 1995 and 1994  these



                                           -11-
<PAGE>

             sales  for  the  1978-2  Program  totaled  $17,260  and  $28,369,
             respectively.  During  the nine  months ended September 30,  1995
             and 1994 these sales for the  1978-2 Program totaled $62,114  and
             $101,268, respectively.  At  September 30, 1995  accrued oil  and
             gas  sales for  the  1978-2  Program included  $11,812  due  from
             Premier.  

          3. CONTINGENCIES
             -------------

             On  November 12, 1993,  two royalty  owners filed  a class action
             lawsuit against Dyco in  which the plaintiffs alleged entitlement
             to  a share of  the proceeds  of a take-or-pay  settlement with a
             gas  purchaser which  involved a  well  in  which the  1978-1 and
             1978-2 Programs  share a  working interest.   This  lawsuit is  a
             successor lawsuit to a suit that was filed in 1991 and  dismissed
             in 1993 following a district court's  failure to certify a  class
             action.   The  lawsuit also  alleged  claims  based on  breach of
             contract,  bad  faith breach  of contract,  breach of  an implied
             covenant  to market,  unjust enrichment,  and constructive  fraud
             and  requested an accounting  and a  temporary restraining order.
             The plaintiffs have not  quantified the amount  of their  alleged
             damages.   The district court has certified the matter as a class
             action and  Dyco has appealed the  court's order.   Dyco's appeal
             is currently  pending.   Dyco has  also filed  its answer  in the
             matter  in which it  denied all  of the  plaintiffs' allegations.
             Discovery  is  proceeding  in the  matter  and  Dyco  intends  to
             vigorously  defend  the  lawsuit.    As  of  the  date  of  these
             financial statements, management  cannot determine the amount  of
             any alleged damages which would be  allocable to either the 1978-
             1 or 1978-2 Program.

             On  March 5,  1992 Walter  K.  Spurlin, et  al. filed  a  lawsuit
             against Dyco  in  which  the  plaintiffs alleged  that  Dyco,  as
             operator of a well  in which the 1978-1 and 1978-2 Programs share
             a  working interest, failed  to respond  to their  request for an
             accounting  of  production.   The plaintiffs  are seeking  a full
             accounting of  all  production  from the  well and  judgment  for
             breach of contract and their alleged  share of the proceeds  from
             certain  gas  contract  settlements.    The  plaintiffs have  not
             quantified the amount of their alleged  damages.  Dyco has  filed
             its  answer  in  the  matter  in  which  it  denied  all  of  the
             plaintiffs' allegations and discovery  is ongoing.   Dyco intends
             to vigorously  defend the  lawsuit.   On April  21, 1992,  Dyco's
             motion  to  dismiss  plaintiff's  claim  for  tortious breach  of
             contract was granted,  thereby eliminating  any punitive  damages
             claims.    As   of  the  date   of  these  financial  statements,
             management cannot determine the  amount of alleged  damages which
             would be allocable to either the 1978-1 or 1978-2 Program.



                                           -12-
<PAGE>

          ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

          LIQUIDITY AND CAPITAL RESOURCES
          -------------------------------

               Net  proceeds  from the  Programs'  operations  less  necessary
               operating capital are distributed  to investors on  a quarterly
               basis.  The net proceeds from  production are not reinvested in
               productive  assets, except to  the extent  that producing wells
               are  improved  or where  methods  are  employed to  permit more
               efficient  recovery  of  the  Programs'  reserves  which  would
               result in  a positive economic impact.   Over  the last several
               years, the  domestic  energy  industry  and the  Programs  have
               contended  with  volatile,  but  generally  low,  oil  and  gas
               prices.    Over the  past few  years,  the oil  and gas  market
               appears to  have moved  from periods of  relative stability  in
               supply and demand to excess supply  and weakened demand.  These
               trends have led to the volatility  in pricing and demand  noted
               over the past years.

               The Programs'  available capital  from  subscriptions has  been
               spent on oil and  gas drilling activities.  There should not be
               any  further  material  capital  resource  commitments  in  the
               future.   The Programs'  have no  bank debt  commitments.  Cash
               for operational  purposes will be provided  by current oil  and
               gas production.

          RESULTS OF OPERATIONS
          ---------------------
           
               1978-1 PROGRAM      

               THREE MONTHS ENDED SEPTEMBER 30, 1995  AS COMPARED TO THE THREE
               MONTHS ENDED SEPTEMBER 30, 1994.
                                              Three months ended September 30, 
                                              ------------------------------- 
                                                    1995            1994     
                                                    ----            ----     
                  Oil and gas sales                $77,571         $26,304   
                  Oil and gas production expenses  $18,141         $13,243   
                  Barrels produced                     264             359   
                  Mcf produced                      47,685          15,271   
                  Average price/Bbl                $ 13.86         $ 15.32   
                  Average price/Mcf                $  1.55         $  1.36   

               As shown  in the  table, oil  and natural  gas sales  increased
               194.9%  for the  three  months  ended  September  30,  1995  as
               compared to  the three months ended  September 30,  1994.  This
               increase resulted  from increases  in the  volumes and  average
               price of  natural gas  sold, partially  offset by  decreases in
               the volumes  and average  price of  oil sold  during the  three



                                           -13-
<PAGE>

               months  ended  September 30,  1995  as  compared to  the  three
               months  ended  September   30,  1994.    Volumes  of  oil  sold
               decreased  95  barrels,  while  volumes  of  natural  gas  sold
               increased  32,414 Mcf for the three months  ended September 30,
               1995 as compared to the three  months ended September 30, 1994.
               The decrease in the volumes of oil sold  was primarily due to a
               current dispute over revenues with the  operator of one of  the
               1978-1 Program's wells during  the three months ended September
               30, 1995.  The increase in the volumes  of natural gas sold was
               primarily a result of  significant positive prior period volume
               adjustments  from  a  purchaser   on  several  of   the  1978-1
               Program's wells  during the  three months  ended September  30,
               1995.   Average natural gas prices  increased to  $1.55 per Mcf
               for the  three months ended September  30, 1995  from $1.36 per
               Mcf  for  the  three months  ended  September  30, 1994,  while
               average  oil prices  decreased  to  $13.86 per  barrel for  the
               three months ended  September 30, 1995  from $15.32  per barrel
               for the three months ended September 30, 1994.

               Oil  and gas  production  expenses (including  lease  operating
               expenses and production taxes)  increased $4,898 for  the three
               months  ended  September  30, 1995  as  compared  to  the three
               months ended September  30, 1994.  This increase was  primarily
               a  result of workover  charges on  one of  the 1978-1 Program's
               wells  during  the  three   months  ended  September  30,  1995
               incurred to improve the recovery of  reserves.  As a percentage
               of  oil and gas  sales, these  expenses decreased  to 23.4% for
               the three  months ended September 30,  1995 from  50.3% for the
               three  months  ended  September  30,  1994.    This  percentage
               decrease was primarily a result of  the increase in the volumes
               of natural  gas sold during  the three  months ended  September
               30, 1995  as compared to the  three months  ended September 30,
               1994 associated  with  the  prior  period adjustments  and  the
               increase  in the  average price  of  natural  gas sold  for the
               three months ended September 30, 1995  as compared to the three
               months ended September 30, 1994.

               Depreciation,  depletion,  and  amortization  of  oil  and  gas
               properties  increased  $17,606  for  the   three  months  ended
               September  30,  1995  as compared  to  the  three  months ended
               September 30,  1994.  This increase  was primarily  a result of
               the increase  in volumes of natural  gas sold  during the three
               months ended  September  30,  1995  as compared  to  the  three
               months ended September  30, 1994.  As  a percentage of oil  and
               gas sales, this expense  remained relatively constant  at 34.9%
               for  the  three months  ended September  30,  1995 compared  to
               36.1% for the three months ended September 30, 1994.

               As a result  of recent declines in  oil and natural gas  prices
               (not  withstanding the average  natural gas  price increase for
               the three  months ended  September 30,  1995 due  to the  prior
               period adjustments as discussed  above) as compared  to the oil
               and  natural  gas prices  used  in  the  valuation  of oil  and



                                           -14-
<PAGE>

               natural  gas reserves at  December 31, 1994, the 1978-1 Program
               has  recognized a non-cash  charge against  earnings of $13,949
               during  the  three  months  ended  September  30,  1995.    The
               valuation allowance  for oil  and gas  properties at  September
               30, 1995 was necessary due to the unamortized costs of oil  and
               gas properties  exceeding the  present value of the  future net
               revenues  from the oil  and gas  properties.   No allowance was
               necessary during the three months ended September 30, 1994.

               General  and administrative expenses decreased slightly by $265
               for the  three months ended September  30, 1995  as compared to
               the three  months ended September 30, 1994.  As a percentage of
               oil  and gas sales,  these expenses  decreased to  9.0% for the
               three months ended September 30, 1995  from 27.7% for the three
               months ended  September 30, 1994.  This percentage decrease was
               primarily due  to  the  increase  in the  volumes  and  average
               prices  of  natural gas  sold  during  the  three months  ended
               September  30, 1995  as  compared  to the  three  months  ended
               September 30, 1994.

               NINE MONTHS  ENDED SEPTEMBER 30, 1995  AS COMPARED  TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1994.
                                               Nine months ended September 30, 
                                               ------------------------------- 
                                                    1995            1994     
                                                    ----            ----     
                  Oil and gas sales               $143,435        $180,990   
                  Oil and gas production expenses $ 43,509        $ 51,426   
                  Barrels produced                     686             980   
                  Mcf produced                      93,334         115,533   
                  Average price/Bbl               $  14.77        $  14.65   
                  Average price/Mcf               $   1.43        $   1.44   

               As shown  in the  table, oil  and natural  gas sales  decreased
               20.7% for the nine months ended  September 30, 1995 as compared
               to  the nine months  ended September  30, 1994.   This decrease
               resulted  primarily from  decreases in  the volumes of  oil and
               natural  gas sold  during the  nine months  ended September 30,
               1995 as compared to the nine  months ended September 30,  1994.
               Volumes of oil and natural gas  sold decreased 294 barrels  and
               22,199 Mcf, respectively, for  the nine months  ended September
               30,  1995 as compared  to the  nine months  ended September 30,
               1994.   The decrease in  the volumes of oil  sold was primarily
               due  to a current  dispute over  revenues with  the operator of
               one of the 1978-1 Program's wells  during the nine months ended
               September  30, 1995.   The decrease  in the  volumes of natural
               gas sold  was  primarily  the  result of  significant  positive
               prior  period volume  adjustments  from certain  purchasers  on
               several wells during the nine months ended  September 30, 1994,
               partially offset  by  similar  adjustments  on several  of  the
               1978-1 Program's wells during  the nine months  ended September
               30, 1995.    Average  natural  gas prices  remained  relatively
               constant at $1.43 per Mcf for  the nine months ended  September



                                           -15-
<PAGE>

               30, 1995  compared to $1.44  per Mcf for the  nine months ended
               September  30,  1994,  while   average  oil  prices   increased
               slightly  to  $14.77  per  barrel  for  the  nine  months ended
               September 30, 1995 from $14.65 per  barrel for the nine  months
               ended September 30, 1994.

               Oil and  gas  production  expenses (including  lease  operating
               expenses  and production taxes)  decreased $7,917  for the nine
               months ended September 30, 1995 as  compared to the nine months
               ended  September  30, 1994.    This  decrease was  primarily  a
               result of significant  workover charges on several of the 1978-
               1 Program's  wells during the  nine months  ended September 30,
               1994 incurred  to  improve the  recovery  of  reserves.   As  a
               percentage of  oil  and  gas  sales, these  expenses  increased
               slightly to 30.3% for the nine  months ended September 30, 1995
               from 28.4% for the nine months ended September 30, 1994.   This
               percentage increase was primarily a result  of the decrease  in
               the volumes  of natural gas sold  during the  nine months ended
               September  30,  1995  as  compared to  the  nine  months  ended
               September 30, 1994.

               Depreciation,  depletion,  and  amortization  of  oil  and  gas
               properties   decreased  $5,643   for  the   nine  months  ended
               September  30,  1995  as  compared  to  the nine  months  ended
               September 30,  1994.  This decrease  was primarily  a result of
               the decreases  in  the volumes  of  oil  and natural  gas  sold
               during the nine months ended September  30, 1995 as compared to
               the nine months ended  September 30, 1994.  As a percentage  of
               oil and  gas sales,  this expense  increased to  35.1% for  the
               nine months  ended September 30, 1995  from 31.0%  for the nine
               months ended September 30, 1994.  This percentage increase  was
               primarily  due to the  decrease in  the volumes  of natural gas
               sold  during  the  nine  months  ended  September 30,  1995  as
               compared to the nine months ended September 30, 1994.

               As  a result of recent  declines in oil  and natural gas prices
               as  compared to  the oil  and natural  gas  prices used  in the
               valuation  of oil  and  natural  gas reserves  at December  31,
               1994, the 1978-1 Program  recognized a non-cash  charge against
               earnings of $13,949 during the nine months ended September  30,
               1995.   The valuation allowance for  oil and  gas properties at
               September 30, 1995  was necessary due  to the unamortized costs
               of oil  and gas properties exceeding  the present  value of the
               future net  revenues  from the  oil  and  gas properties.    No
               allowance was necessary during  the nine months ended September
               30, 1994.

 
                                           -16-
<PAGE>
               General  and administrative  expenses increased  by  $2,129 for
               the  nine months ended  September 30,  1995 as  compared to the
               nine  months ended  September 30,  1994.   This dollar increase
               resulted primarily  from an  increase in  the 1978-1  Program's
               professional  fees during the  nine months  ended September 30,
               1995 as compared to the nine  months ended September 30,  1994.
               As a percentage of oil and  gas sales, these expenses increased
               to 17.9%  for the  nine months  ended September  30, 1995  from
               13.0%  for the  nine months  ended  September  30, 1994.   This
               percentage increase  was  primarily  due  to decreases  in  the
               volumes of  oil and  natural gas  sold during  the nine  months
               ended September 30, 1995 as compared  to the nine months  ended
               September 30, 1994.

               1978-2 PROGRAM      

               THREE MONTHS ENDED SEPTEMBER 30, 1995  AS COMPARED TO THE THREE
               MONTHS ENDED SEPTEMBER 30, 1994.
                                              Three months ended September 30,
                                              --------------------------------
                                                    1995            1994     
                                                    -----           -----    
                  Oil and gas sales                $26,674         $63,688   
                  Oil and gas production expenses  $14,902         $13,356   
                  Barrels produced                     514           1,731   
                  Mcf produced                      14,556          21,188   
                  Average price/Bbl                $ 17.91         $ 17.88   
                  Average price/Mcf                $  1.20         $  1.55   
           
               As shown  in the  table, oil  and natural  gas sales  decreased
               58.1%  for  the  three  months  ended  September  30,  1995  as
               compared to  the three months ended  September 30,  1994.  This
               decrease  resulted primarily from  decreases in  the volumes of
               oil and natural  gas sold and a  decrease in the average  price
               of natural  gas sold  during the  three months  ended September
               30, 1995  as compared to the  three months  ended September 30,
               1994.   Volumes of  oil and  natural gas  sold decreased  1,217
               barrels and  6,632  Mcf,  respectively,  for the  three  months
               ended September 30, 1995 as compared  to the three months ended
               September  30, 1994.   The decrease  in the volumes  of oil and
               natural gas  sold was  primarily the  result of  (i) a  dispute
               with the  operator of  one of  the 1978-2  Program's wells  and
               (ii) the  shutting  in another  of the  1978-2 Program's  wells
               during a portion of the three  months ended September 30,  1995
               in  order   to  improve   future  production   capabilities  by
               increasing pressure  on the well.   Average natural gas  prices
               decreased   to  $1.20  per  Mcf  for  the  three  months  ended
               September 30,  1995 from  $1.55 per  Mcf for  the three  months
               ended  September 30, 1994,  while average  oil prices increased
               slightly  to  $17.91  per barrel  for  the  three  months ended
               September 30, 1995 from $17.88 per  barrel for the three months
               ended September 30, 1994.


                                            -17-
<PAGE>
               Oil  and  gas production  expenses  (including  lease operating
               expenses and production taxes)  increased $1,546 for  the three
               months  ended  September  30,  1995 as  compared  to  the three
               months ended September 30, 1994.   This increase  was primarily
               due to  workover charges on one  of the  1978-2 Program's wells
               during the  three months ended September  30, 1995  in order to
               improve  the recovery of reserves.   As a percentage of oil and
               gas sales,  these expenses  increased  to 55.9%  for the  three
               months  ended  September 30,  1995  from  21.0%  for the  three
               months ended September 30, 1994.  This percentage increase  was
               primarily due  to the  dollar increase  in production  expenses
               and the  decrease in  the average price  of   natural gas  sold
               during the  three months ended  September 30,  1995 as compared
               to the three months ended September 30, 1994.

               Depreciation,  depletion,  and  amortization  of  oil  and  gas
               properties  decreased  $1,653  for   the  three  months   ended
               September  30,  1995 as  compared  to  the  three months  ended
               September 30,  1994.  This decrease  was primarily  a result of
               the  decreases in volumes  of oil  and natural  gas sold during
               the three  months ended September 30,  1995 as  compared to the
               three months ended September 30, 1994.  As a  percentage of oil
               and gas  sales, this expense increased  to 25.6%  for the three
               months ended  September 30, 1995 as  compared to  13.3% for the
               three  months  ended  September  30,  1994.    This  percentage
               increase was  primarily  the  result  of the  decrease  in  the
               average price  of  natural gas  sold  during  the three  months
               ended September 30, 1995 as compared  to the three months ended
               September 30, 1994.

               As  a result  of recent  declines  in  natural gas  prices, the
               1978-2  Program recognized  a non-cash charge  against earnings
               of $8,231  during the  three months ended  September 30,  1995.
               The  valuation  allowance  for   oil  and  gas   properties  at
               September 30, 1995 was  necessary due to  the unamortized costs
               of oil  and gas properties exceeding  the present  value of the
               future net  revenues  from the  oil  and  gas properties.    No
               allowance  was   necessary  during   the  three   months  ended
               September 30, 1994.

               General   and   administrative  expenses   remained  relatively
               constant  for  the three  months  ended  September 30,  1995 as
               compared to the  three months ended September  30, 1994.  As  a
               percentage of  oil and gas sales,  these expenses increased  to
               22.4% for the three months ended  September 30, 1995 from  9.5%
               for  the  three  months   ended  September  30,   1994.    This
               percentage increase  was  primarily  due  to decreases  in  the



                                           -18-
<PAGE>

               volumes and average price of natural  gas sold during the three
               months  ended  September  30,  1995 as  compared  to  the three
               months ended September 30, 1994.

               NINE MONTHS  ENDED SEPTEMBER 30, 1995  AS COMPARED  TO THE NINE
               MONTHS ENDED SEPTEMBER 30, 1994.

                                              Nine months ended September 30, 
                                              ------------------------------ 
                                                    1995            1994     
                                                    ----            ----     
                  Oil and gas sales                $82,643        $215,384   
                  Oil and gas production expenses  $45,143        $ 51,560   
                  Barrels produced                   1,147           3,980   
                  Mcf produced                      49,341          98,329   
                  Average price/Bbl                $ 17.90        $  16.96   
                  Average price/Mcf                $  1.26        $   1.72   

               As shown  in the  table, oil  and natural  gas sales  decreased
               61.6% for the nine months ended  September 30, 1995 as compared
               to  the nine months  ended September  30, 1994.   This decrease
               resulted from decreases in the volumes  of oil and natural  gas
               sold and  a decrease in the  average price of natural gas sold,
               partially  offset by an  increase in  the average  price of oil
               sold  during  the  nine  months  ended  September  30, 1995  as
               compared to the nine months ended  September 30, 1994.  Volumes
               of oil and natural gas sold  decreased 2,833 barrels and 48,988
               Mcf,  respectively, for  the  nine  months ended  September 30,
               1995 as compared to the nine  months ended September 30,  1994.
               The decrease  in the volumes  of oil  and natural gas  sold was
               primarily the result of a dispute with  the operator of one  of
               the  1978-2  Program's  wells  during  the  nine  months  ended
               September 30,  1995  and another  well being  shut-in during  a
               portion of  the nine months ended  September 30,  1995 in order
               to  improve  the   well's  future  production  capabilities  by
               increasing pressure  on the well.   Average natural gas  prices
               decreased to $1.26 per Mcf for  the nine months ended September
               30,  1995  from  $1.72  per  Mcf  for  the  nine  months  ended
               September 30,  1994,  while  average  oil prices  increased  to
               $17.90 per barrel for the nine  months ended September 30, 1995
               from $16.96 per barrel for the  nine months ended September 30,
               1994.



                                           -19-
<PAGE>

               Oil  and gas  production  expenses (including  lease  operating
               expenses  and production taxes)  decreased $6,417  for the nine
               months ended September 30, 1995 as  compared to the nine months
               ended September 30, 1994.  This  decrease was primarily due  to
               decreases  in the volumes  of oil  and natural  gas sold during
               the  nine months ended  September 30,  1995 as  compared to the
               nine months  ended  September  30,  1994, partially  offset  by
               workover charges on  one of the  1978-2 Program's  wells during
               the nine  months ended September 30,  1995 in  order to improve
               recovery  of reserves.  As  a percentage of oil  and gas sales,
               these  expenses increased  to 54.6%  for the  nine months ended
               September  30,  1995  from  23.9%  for  the  nine  months ended
               September 30,  1994.   This percentage  increase was  primarily
               due  to the workover  charges and  the decrease  in the average
               price  of  natural  gas  sold  during  the  nine  months  ended
               September  30,  1995  as  compared  to  the  nine months  ended
               September 30, 1994.

               Depreciation,  depletion,  and  amortization  of  oil  and  gas
               properties  decreased  $20,677   for  the  nine  months   ended
               September  30,  1995  as  compared  to  the  nine  months ended
               September 30,  1994.  This decrease  was primarily  a result of
               the decreases  in  the volumes  of  oil  and natural  gas  sold
               during the nine months ended September  30, 1995 as compared to
               the nine months ended September 30,  1994.  As a  percentage of
               oil and  gas sales,  this expense  increased to  25.1% for  the
               nine months ended September 30, 1995  as compared to 19.2%  for
               the  nine  months ended  September 30,  1994.   This percentage
               increase was  primarily  due  to the  decrease in  the  average
               price  of  natural  gas  sold  during  the  nine  months  ended
               September  30, 1995  as  compared  to  the  nine  months  ended
               September 30, 1994.

               As  a result  of recent  declines  in  natural gas  prices, the
               1978-2  Program recognized  a non-cash  charge against earnings
               of  $8,231 during  the nine  months ended  September 30,  1995.
               The  valuation  allowance  for   oil  and  gas   properties  at
               September 30, 1995  was necessary due  to the unamortized costs
               of oil  and gas properties exceeding  the present  value of the
               future net  revenues  from the  oil  and  gas properties.    No
               allowance was necessary during  the nine months ended September
               30, 1994.

               General and  administrative expenses  increased  by $1,409  for
               the  nine months ended  September 30,  1995 as  compared to the
               nine  months ended  September 30,  1994.  This  dollar increase
               resulted primarily  from an  increase in  the 1978-2  Program's
               professional  fees during the  nine months  ended September 30,
               1995 as compared to the nine  months ended September 30,  1994.
               As a percentage of oil and  gas sales, these expenses increased
               to 25.6%  for the  nine months  ended September  30, 1995  from
               9.2%  for  the  nine  months  ended  September  30, 1994.  This
               percentage increase  was  primarily  due  to decreases  in  the



                                           -20-
<PAGE>

               volumes and average price of natural  gas sold during the  nine
               months ended September 30, 1995 as  compared to the nine months
               ended September 30, 1994. 


                                           -21-
<PAGE>




                              PART II:  OTHER INFORMATION


          ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits                                                  
                         

                    None

               (b)  Reports on Form 8-K

                    None




                                           -22-
<PAGE>

                                       SIGNATURES


          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.


                                   DYCO  OIL  AND  GAS PROGRAM  1978-1 LIMITED
                                   PARTNERSHIP
                                   DYCO  OIL AND  GAS PROGRAM  1978-2  LIMITED
                                   PARTNERSHIP

                                        (Registrant)


                                   By:  DYCO PETROLEUM CORPORATION

                                        General Partner




    Date:     November 9, 1995     By:       /s/Dennis  R. Neill    

                                             --------------------------         
                                             (Signature)
                                             Dennis R. Neill
                                             Senior Vice President



    Date:     November 9, 1995     By:       /s/Patrick  M. Hall    

                                             ---------------------------
                                             (Signature)
                                             Patrick M. Hall
                                             Senior Vice President -
                                             Controller
                                             Principal Accounting Officer





                                    -23-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000215718
<NAME> DYCO OIL AND GAS PROGRAM 1978-1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         103,652
<SECURITIES>                                         0
<RECEIVABLES>                                   25,756
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               129,408
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 376,112
<CURRENT-LIABILITIES>                            2,023
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     351,664
<TOTAL-LIABILITY-AND-EQUITY>                   376,112
<SALES>                                        143,435
<TOTAL-REVENUES>                               144,867
<CGS>                                                0
<TOTAL-COSTS>                                  133,569
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 11,298
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             11,298
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    11,298
<EPS-PRIMARY>                                        5
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000806572
<NAME> DYCO OIL AND GAS PROGRAM 1978-2
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           5,785
<SECURITIES>                                         0
<RECEIVABLES>                                   15,716
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                21,501
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  84,065
<CURRENT-LIABILITIES>                            4,282
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                      66,905
<TOTAL-LIABILITY-AND-EQUITY>                    84,065
<SALES>                                         82,643
<TOTAL-REVENUES>                                83,108
<CGS>                                                0
<TOTAL-COSTS>                                   95,276
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