DYCO OIL & GAS PROGRAM 1981-1
10-Q, 1996-05-02
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
         March 31, 1996                         0-10442


                    DYCO OIL AND GAS PROGRAM 1981-1
                        (A LIMITED PARTNERSHIP)
        (Exact Name of Registrant as specified in its charter)



           Minnesota                        41-1411953  
  (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>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

          DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
                            BALANCE SHEETS
                              (Unaudited)


                                ASSETS

                                             March 31,  December 31,
                                               1996         1995    
                                            ----------  ------------

CURRENT ASSETS:
   Cash and cash equivalents  . . . . . .     $178,714     $ 86,202 
   Accrued oil and gas sales, including
     $33,346 due from related parties
     in 1995 (Note 2) . . . . . . . . . .       45,797       37,810 
                                              --------     -------- 
      Total current assets  . . . . . . .     $224,511     $124,012 

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method . . . . . . . . .      113,233      179,288 

DEFERRED CHARGE . . . . . . . . . . . . .       31,560       31,560 
                                              --------     -------- 
                                              $369,304     $334,860 
                                              ========     ======== 

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable . . . . . . . . . . .     $ 24,738     $ 25,822 
   Gas imbalance payable  . . . . . . . .        1,383        1,383 
                                              --------     -------- 
      Total current liabilities . . . . .     $ 26,121     $ 27,205 

ACCRUED LIABILITY . . . . . . . . . . . .       78,165       78,165 

CONTINGENCY (Note 3)

PARTNERS' CAPITAL:
   General Partner, issued and outstanding, 
     70 units . . . . . . . . . . . . . .        2,649        2,294 
   Limited Partners, issued and outstanding, 
     7,000 units  . . . . . . . . . . . .      262,369      227,196 
                                              --------     -------- 
      Total Partners' capital . . . . . .     $265,018     $229,490 
                                              --------     -------- 
                                              $369,304     $334,860 
                                              ========     ======== 

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

                                         -2-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
                       STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                              (Unaudited)



                                                1996          1995  
                                              ---------    ---------
 
REVENUES:
   Oil and gas sales, including 
     $52,017 of sales to related
     parties in 1995 (Note 2) . . . . . .      $86,804      $68,700 
   Interest . . . . . . . . . . . . . . .          862        1,223 
                                               -------      ------- 
                                               $87,666      $69,923 
                                               -------      ------- 
COSTS AND EXPENSES:
   Oil and gas production . . . . . . . .      $18,376      $26,989 
   Depreciation, depletion, and amortization of
     oil and gas properties . . . . . . .       11,429       12,654 
   General and administrative (Note 2)  .       22,333       22,136 
                                               -------      ------- 
                                               $52,138      $61,779 
                                               -------      ------- 

NET INCOME  . . . . . . . . . . . . . . .      $35,528      $ 8,144 
                                               =======      ======= 
GENERAL PARTNER (1%) - net income . . . .      $   355      $    81 
                                               =======      ======= 
LIMITED PARTNERS (99%) - net income . . .      $35,173      $ 8,063 
                                               =======      ======= 
NET INCOME PER UNIT . . . . . . . . . . .      $     5      $     1 
                                               =======      ======= 
UNITS OUTSTANDING . . . . . . . . . . . .        7,070        7,070 
                                               =======      ======= 


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

                                         -3-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
                       STATEMENTS OF CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                              (Unaudited)



                                                1996         1995   
                                             ----------    ---------
 
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income . . . . . . . . . . . . . .     $ 35,528     $  8,144 
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation, depletion, and amortization
      of oil and gas properties . . . . .       11,429       12,654 
     (Increase) decrease in accrued oil and 
      gas sales . . . . . . . . . . . . .    (   7,987)        5,506 
     Increase (decrease) in accounts payable (   1,084)         412 
                                              --------     -------- 
      Net cash provided by operating 
        activities  . . . . . . . . . . .     $ 37,886     $ 26,716 
                                              --------     -------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to oil and gas properties  .    ($  7,348)   ($ 11,382)
   Retirements of oil and gas properties        61,974            - 
                                              --------     -------- 
      Net cash provided by investing 
      activities  . . . . . . . . . . . .     $ 54,626    ($ 11,382)
                                              --------     -------- 

CASH FLOWS FROM FINANCING ACTIVITIES:

      Net cash used by financing activities   $    -       $      - 
                                              --------     -------- 

NET INCREASE IN CASH AND CASH EQUIVALENTS     $ 92,512     $ 15,334 

CASH AND CASH EQUIVALENTS AT BEGINNING 
OF PERIOD . . . . . . . . . . . . . . . .       86,202       91,259 
                                              --------     -------- 
CASH AND CASH EQUIVALENTS AT END OF 
PERIOD  . . . . . . . . . . . . . . . . .     $178,714     $106,593 
                                              ========     ======== 

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

                                         -4-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
                CONDENSED NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 1996
                              (Unaudited)


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

   The  balance sheet as of  March 31, 1996,  statements of operations
   for the three months ended March 31, 1996  and 1995, and statements
   of cash  flows for the three  months ended March 31,  1996 and 1995
   have  been prepared  by  Dyco Petroleum  Corporation ("Dyco"),  the
   general  partner of  the Dyco  Oil and  Gas Program  1981-1 Limited
   Partnership  (the  "Program"), without  audit.  In  the opinion  of
   management  all adjustments  (which include  only normal  recurring
   adjustments) necessary to present  fairly the financial position at
   March  31, 1996, results of  operations for the  three months ended
   March 31, 1996  and 1995 and  changes in cash  flows for the  three
   months ended March 31, 1996 and 1995 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
   Program's  Annual Report on Form  10-K for the  year ended December
   31, 1995.  The results of operations for the period ended March 31,
   1996 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.  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  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
   March  31, 1996 and 1995 such expenses totaled $22,333 and $22,136,

                                  -5-
<PAGE>
<PAGE>
   respectively, of which $12,513 and $12,513 were paid to Dyco.  

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

   The  Program sold  gas  at market  prices  to Premier  Gas  Company
   ("Premier")  and Premier then resold  such gas to  third parties at
   market  prices.   Premier  was an  affiliate  of the  Program until
   December 6, 1995.   During the  three months ended  March 31,  1995
   these sales totaled $52,017.  At December 31, 1995, accrued oil and
   gas sales included $33,346 due from Premier.


3. CONTINGENCY
   -----------

   On  November 12, 1992, two individuals filed a lawsuit against Dyco
   and others in which the plaintiffs alleged damages to their land as
   a  result  of  remediation  operations  conducted  on  one  of  the
   Program's  wells located  on an  adjoining property.   The  lawsuit
   alleged  claims  based  on  negligence,  private  nuisance,  public
   nuisance,  trespass, unjust  enrichment,  constructive  fraud,  and
   permanent  injunctive relief,  all in  amounts to be  determined at
   trial.  A trial was conducted in the matter on February 22, 1994 in
   which the jury entered a verdict in favor of the  plaintiffs in the
   amount of  approximately $5.5 million,  consisting of approximately
   $2.75  million in actual damages and approximately $2.75 million in
   punitive  damages.  Dyco appealed  the district court's verdict and
   on  March  5,  1996 the  Oklahoma  Court  of  Appeals reversed  the
   district  court's verdict and  ordered a new trial.   Both Dyco and
   the plaintiffs have filed petitions for certiorari with the Supreme
   Court of Oklahoma seeking a further review of the Court of Appeals'
   opinion.  Included in these financial statements as of December 31,
   1995 and March  31, 1996 is  an accrual by  the General Partner  of
   $20,000  representing  the Program's  share  of estimated  ultimate
   damages resulting from this contingency.

                                  -6-
<PAGE>
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


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

     Net  proceeds  from  the  Program's  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  Program's  reserves which  would  result  in  a
     positive  economic impact.    Over the  last  several years,  the
     domestic  energy industry  and  the Program  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 Program's 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
     Program  has  no bank  debt  commitments.   Cash  for operational
     purposes will be provided by current oil and gas production.

RESULTS OF OPERATIONS
- ---------------------

     THREE MONTHS ENDED MARCH 31, 1996 AS COMPARED TO THE THREE MONTHS
     ENDED MARCH 31, 1995.
                                       Three months ended March 31, 
                                    -------------------------------- 
                                        1996           1995     
                                        ----           ----     
        Oil and gas sales              $86,804        $68,700   
        Oil and gas production 
           expenses                    $18,376        $26,989   
        Barrels produced                    86            142   
        Mcf produced                    46,166         52,218   
        Average price/Bbl              $ 17.12        $ 15.59   
        Average price/Mcf              $  1.85        $  1.27   
 
     As shown in the table, oil  and gas sales increased 26.4% for the
     three months ended March 31, 1996 as compared to the three months
     ended March   31, 1995.   This increase  resulted primarily  from
     increases  in the  average prices  of oil  and natural  gas sold,
     partially  offset  by decreases  in the  volumes  of oil  and the
     natural gas sold during the three months  ended March 31, 1996 as
     compared to  the three months  ended March 31, 1995.   Volumes of
     oil  and natural  gas sold  decreased 56  barrels and  6,052 Mcf,
     respectively,  for the  three  months  ended  March 31,  1996  as
     compared to the three  months ended March 31, 1995.  The decrease
     in  volumes  of  oil  sold  resulted  primarily  from  diminished
     production  on one well which was shut-in during the three months
     ended  March  31,  1996  due  to  mechanical  difficulties.   The
     decrease  in the  volumes of  natural gas  sold during  the three
     months ended March 31, 1996 as compared to the three months ended
     March  31,  1995  resulted  primarily  from  normal  declines  in
     production from diminished natural gas reserves.  Average oil and
     natural gas prices increased  to $17.12 per barrel and  $1.85 per

                                  -7-
<PAGE>
<PAGE>
     Mcf, respectively, for the three months ended March 31, 1996 from
     $15.59  per barrel and $1.27 per Mcf, respectively, for the three
     months ended March 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and production  taxes) decreased  $8,613 for  the three
     months ended March 31, 1996 as compared to the three months ended
     March  31,  1995.   This  decrease  resulted  primarily  from the
     decreases  in the volumes of oil and  natural gas sold during the
     three months ended March 31, 1996 as compared to the three months
     ended March  31, 1995.   As  a percentage of  oil and  gas sales,
     these  expenses decreased  to 21.2%  for  the three  months ended
     March  31, 1996 from 39.3%  for the three  months ended March 31,
     1995.    This  percentage  decrease was  primarily  a  result  of
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended March 31, 1996 as compared  to the
     three months ended March 31, 1995.  

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties decreased $1,225 for the three months ended  March 31,
     1996 as  compared to the three months ended March 31, 1995.  This
     decrease was primarily a  result of the decreases in  the volumes
     of oil  and natural gas sold during  the three months ended March
     31,  1996 as compared to  the three months  ended March 31, 1995.
     As a percentage of oil and  gas sales, this expense decreased  to
     13.2% for  the three months ended  March 31, 1996 from  18.4% for
     the  three months ended March 31, 1995.  This percentage decrease
     resulted primarily from  increases in the  average prices of  oil
     and natural gas sold during the three months ended March 31, 1996
     as compared to the three months ended March 31, 1995.  

     General and administrative  expenses remained relatively constant
     for  the three months  ended March  31, 1996  as compared  to the
     three months  ended March 31, 1995.   As a percentage  of oil and
     gas sales, these expenses decreased to 25.7% for the three months
     ended March 31,  1996 from 32.2% for the three months ended March
     31,  1995.   This  percentage  decrease  resulted primarily  from
     increases  in  the average  prices of  oil  and natural  gas sold
     during  the three months ended March  31, 1996 as compared to the
     three months ended March 31, 1995.  

                                  -8-
<PAGE>
<PAGE>
                      PART II:  OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     On November 12, 1992 Larry and Leona Beck filed a lawsuit against
Dyco Petroleum Corporation ("Dyco") and others in which the plaintiffs
alleged  damages to their land  as a result  of remediation operations
conducted  on  the Paul  King No.  1-7  well (Beck  v.  Trigg Drilling
Company, Inc., et  al., C-92-227,  District Court  of Beckham  County,
Oklahoma).   The Program had  an approximate 5.7%  working interest in
the Paul King No.  1-7 well at  the time the lawsuit  was filed.   The
lawsuit alleged  claims based on negligence,  private nuisance, public
nuisance,  trespass,   unjust  enrichment,  constructive   fraud,  and
permanent injunctive relief, all in amounts to be determined at trial.
A trial was conducted in the matter on February 22,  1994 in which the
jury entered  a verdict in  favor of the  plaintiffs in the  amount of
approximately $5.5 million, consisting of  approximately $2.75 million
in actual damages and approximately $2.75 million in punitive damages.
Dyco appealed the district  court's verdict and on  March 5, 1996  the
Oklahoma  Court of Appeals  reversed the district  court's verdict and
ordered  a  new  trial.   Both  Dyco  and  the  plaintiffs  have filed
petitions  for certiorari with the Supreme Court of Oklahoma seeking a
further review of the Court of Appeals opinion.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          27.1   Financial Data Schedule containing summary financial
                 information extracted from the Dyco Oil and Gas 
                 Program 1981-1 Limited Partnership's financial statements
                 as of March 31, 1996 and for the three months ended 
                 March 31, 1996, filed herewith. 

     (b)  Reports on Form 8-K

          None

                                  -9-
<PAGE>
<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 1981-1 LIMITED
                         PARTNERSHIP

                              (Registrant)


                         By:  DYCO PETROLEUM CORPORATION

                              General Partner




Date:     May 2, 1996    By:   /s/Dennis R. Neill  
                              --------------------------
                                   (Signature)
                              Dennis R. Neill
                              Senior Vice President



Date:     May 2, 1996    By:   /s/Patrick M. Hall                   
                              -------------------------
                                   (Signature)
                              Patrick M. Hall
                              Senior Vice President - Controller
                              Principal Accounting Officer


                                 -10-
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------

Number              Description
- ------              ------------

27.1                Financial Data Schedule containing summary financial 
                    information extracted from the Dyco Oil and Gas Program
                    1981-1  Limited Partnership's financial statements as 
                    of March 31, 1996 and for the three months ended 
                    March  31, 1996, filed herewith.


                    All other exhibits are omitted as inapplicable.


                                    -11-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000702402
<NAME> DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         178,714
<SECURITIES>                                         0
<RECEIVABLES>                                   45,797
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               224,511
<PP&E>                                      41,131,401
<DEPRECIATION>                              41,018,168
<TOTAL-ASSETS>                                 369,304
<CURRENT-LIABILITIES>                           26,121
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     265,018
<TOTAL-LIABILITY-AND-EQUITY>                   369,304
<SALES>                                         86,804
<TOTAL-REVENUES>                                87,666
<CGS>                                                0
<TOTAL-COSTS>                                   52,138
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 35,528
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             35,528
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,528
<EPS-PRIMARY>                                     5.00
<EPS-DILUTED>                                        0
        

</TABLE>


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