DORCHESTER HUGOTON LTD
10-Q, 1996-08-13
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For Quarter Ended  June 30, 1996               Commission file number 0-10697



                            DORCHESTER HUGOTON, LTD.
             (Exact name of registrant as specified in its charter)




              Texas                                     75-1829064
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or organization)



         9696 Skillman Street, Suite 320-LB 42, Dallas, Texas 75243-8200
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (214) 340-3443


                                      None
                  Former name, former address and former fiscal
                       year, if changed since last report


     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

     As of July 31, 1996,  10,744,380  Depositary  Receipts for Units of Limited
Partnership Interest were outstanding.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                          QUARTERLY REPORT ON FORM 10-Q

                                  June 30, 1996


                                      INDEX


PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements:

          Condensed Balance Sheets as of June 30, 1996 and December 31, 1995
          (Unaudited)

          Condensed Statements of Earnings for the Three and Six Months Ended
          June 30, 1996 and 1995 (Unaudited)

          Condensed Statements of Cash Flows for the Six Months Ended
          June 30, 1996 and 1995 (Unaudited)

          Notes to Condensed Financial Statements (Unaudited)


  Item 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations



PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings.

  Item 5. Other Information.

  Item 6. Exhibits and Reports on Form 8-K.



SIGNATURES



<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)
PART I
Item 1
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

                       June 30, 1996 and December 31, 1995
                            (In Thousands of Dollars)

                                                            June 30,    Dec. 31,
                                                              1996       1995
                                                            -------     -------
                             ASSETS

Current Assets:
    Cash and temporary cash investments ..............      $ 2,859     $   183
    Investments - available for sale .................        2,346       2,190
    Accounts receivable ..............................        1,738       3,197
    Prepaid expenses and other current assets ........          187         136
                                                            -------     -------
      Total Current Assets ...........................        7,130       5,706
Net Property and Equipment ...........................       13,878      13,895
                                                            -------      -------
Total Assets .........................................      $21,008     $19,601
                                                            =======     =======


              LIABILITIES AND PARTNERSHIP CAPITAL

Current Liabilities:
    Accounts payable and other current liabilities ...      $ 1,003     $ 1,001
    Production and property taxes payable ............          245         231
    Royalties payable ................................          276         297
    Distributions payable to Unitholders .............        1,848       1,848
                                                             ------      ------
      Total Current Liabilities ......................        3,372       3,377
Long-term debt .......................................          144       1,725
                                                             ------      ------
      Total Liabilities ..............................        3,516       5,102
Commitments and Contingencies (Note 2) ...............          -           -
Partnership Capital ..................................       17,492      14,499
                                                             ------      ------
Total Liabilities and Partnership Capital ............      $21,008     $19,601
                                                            =======     =======





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

<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                         CONDENSED STATEMENT OF EARNINGS
                                   (Unaudited)

            For the Three and Six Months Ended June 30, 1996 and 1995
                            (In Thousands of Dollars)




                                       Three Months Ended     Six Months Ended
                                            June 30               June 30
                                       ------------------    ------------------
                                        1996       1995       1996       1995
                                       -------    -------    -------    -------

Net Operating Revenues .............   $ 4,671    $ 2,974    $ 9,368    $ 6,285
                                       -------    -------    -------    -------
Costs and Expenses:
    Operating, including prod. taxes       821        825      1,635      1,597
    Depletion, depreciation & amort.       353        296        734        695
    General and administrative .....       133        143        274        276
    Management fees ................       106         92        212        188
    Interest .......................        13         27         43         70
    Other income, net ..............       (37)       (22)       (58)       (44)
                                       -------    -------    -------    -------
Total Costs and Expenses ...........     1,389      1,361      2,840      2,782
                                       -------    -------    -------    -------
Net Earnings .......................   $ 3,282    $ 1,613    $ 6,528    $ 3,503
                                       =======    =======    =======    =======


Net Earnings per Unit (in dollars) .   $  0.30    $  0.15    $  0.60    $  0.32
                                       =======    =======    =======    =======





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


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                 For the Six Months Ended June 30, 1996 and 1995
                            (In Thousands of Dollars)




                                                            1996         1995
                                                           -------      -------

Cash Flows Provided by Operating Activities ..........     $ 8,664      $ 5,540
                                                           -------      -------
Cash Flows Used in Investing Activities:
    Purchases of prop. & equipment, net of retirements        (717)        (452)
    Cash received on sale of other prop. & equipment..           0           18
                                                           -------      -------
Cash Flows Used in Investing Activities ..............        (717)        (434)
                                                           -------      -------
Cash Flows Used in Financing Activities:
    Distributions paid to Unitholders ................      (3,690)      (3,708)
    Additions to long-term debt ......................       4,766            0
    Reductions of long-term debt .....................      (6,347)      (1,325)
    Other ............................................           0          (73)
                                                           -------      -------
Cash Flows Used in Financing Activities ..............      (5,271)      (5,106)
                                                           -------      -------

Increase in Cash and Temporary Cash Investments ......       2,676            0
Cash and Temporary Cash Investments at January .......       1,183            0
                                                           -------      -------
Cash and Temporary Cash Investments at June 30, ......     $ 2,859      $     0
                                                           =======      =======












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


                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   The condensed financial statements reflect all adjustments (consisting only
     of  normal  and  recurring  adjustments)  which  are,  in  the  opinion  of
     management, necessary for a fair presentation of Dorchester Hugoton, Ltd.'s
     (the  "Partnership's")  financial  position and  operating  results for the
     interim periods.  Interim period results are not necessarily  indicative of
     the results for the calendar year. Please refer to Management's  Discussion
     and  Analysis  of  Financial   Condition  and  Results  of  Operations  for
     additional  information.  The weighted average number of Units  outstanding
     for each of the periods was 10,744,380.

2.   On August 2, 1996 the Partnership  announced an agreement to settle all the
     outstanding  litigation  between  the  Partnership  and  Parker  &  Parsley
     Petroleum  Company  entities  (successor  to  Damson  Oil  Corporation  and
     Dorchester Master Limited  Partnership - collectively  referred to as "P&P"
     or  as  "Parker  &  Parsley").  In  connection  with  the  settlement,  the
     Partnership  will  pay P&P  $7.0  million  subject  to  closing,  which  is
     currently expected to occur on August 15, 1996. Some of the numerous issues
     resolved  by  settlement  include  withdrawal  by P&P of all  claims of gas
     processing   rights  to  the   Partnership's   Oklahoma   gas   production.
     Additionally, all claims by P&P regarding rights to participate in Oklahoma
     gas wells  and all  claims of unpaid  production  payment  amounts  will be
     withdrawn.  The Partnership will pay P&P,  prospectively only, a production
     payment  that was created in the 1986  acquisition  of 20% of the  Oklahoma
     wells.  The amount of such  payment is based  upon the  difference  between
     market gas  prices  compared  to a table of rising  prices and based upon a
     table of declining volumes.  Additionally, the settlement will result in an
     exchange of wells in Kansas by which the Partnership will transfer to P&P a
     non-operated interest in 14 wells and receive from P&P their interest in 18
     wells  operated by the  Partnership.  Consequently,  the  Partnership  will
     increase  ownership  from 80% to 100% of the working  interest in 18 wells.
     The  settlement  will also confirm the  Partnership's  ownership of the gas
     pipeline that  delivers gas from the  Partnership's  Oklahoma  wells to the
     Partnership's gas compressor facilities. The Partnership estimates that the
     settlement will result in a charge to earnings of approximately  $4,350,000
     and will increase property and equipment by approximately  $2,650,000.  The
     settlement will be reflected in the Partnership's third quarter. All of the
     outstanding litigation described in the remaining paragraphs of this Note 2
     to the Condensed Financial Statements will be dismissed.  All judgments and
     awards will not be paid and each party will bear its own legal costs.

     Prior to May 1, 1994, the Partnership's Oklahoma natural gas production was
     sold under the 1946 Gas Purchase Contract,  as amended, (the "Contract") to
     Natural  Gas  Pipeline  Company  of America  or its  assigns  (collectively
     referred  to as "NGPL").  Such gas was also  subject to a June 16, 1982 Gas
     Processing  Agreement (the "Agreement") between the Partnership and P&P. As
     a result, the Partnership's  Oklahoma gas production was processed in P&P's
     Hooker,  Oklahoma  gas  processing  plant where  natural  gas liquids  were
     extracted and the  remaining gas ("residue  gas") was delivered and sold to
     NGPL at the plant outlet.  The  extraction of natural gas liquids  requires
     the  consumption of some gas as fuel and the extraction  itself shrinks the
     gas  production in both volume and heating value  (referred to as "fuel and
     shrinkage").  The Agreement provided,  among other things, that P&P operate
     the Partnership's gas gathering pipelines,  that P&P retain the natural gas
     liquids  extracted,  and that the  Partnership  would  receive for fuel and
     shrinkage incurred the value of the gas produced at the wellhead (including
     severance  taxes) less amounts  received for residue gas sales to NGPL. The
     Partnership  contended the Agreement  terminated  upon  termination  of the
     Partnership's  Contract  with  NGPL on May 1,  1994,  while  P&P  contended
     termination was January 1, 1993.

     On May 1, 1990, the Partnership  instituted legal action in Wharton County,
     Texas District Court against NGPL seeking  cancellation of the Contract and
     damages.  In early December,  1992, the Partnership  settled its litigation
     against NGPL and amended the Contract.  The amended Contract  provided that
     NGPL  would  pay  for the  residue  gas  from  the  Partnership's  Oklahoma
     properties  at an indexed  market  price.  The  Contract  was  subsequently
     terminated  by  NGPL   effective   May  1,  1994.   The  processor  of  the
     Partnership's Oklahoma gas, P&P, previously intervened in the litigation in
     Wharton  County,  Texas  claiming  certain  rights under the Contract,  the
     Agreement  and  to the  Partnership's  gas  gathering  pipeline  system  in
     Oklahoma.

     In 1986, pursuant to a preferential right to purchase in an August 23, 1982
     Operating  Agreement  between the Partnership and a predecessor to P&P, the
     Partnership  acquired additional  interests in Texas County,  Oklahoma (the
     "1986  Transaction").  On November 2, 1993,  the Oklahoma  Court of Appeals
     affirmed the decision of the Texas County, Oklahoma District Court


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

     granting the  Partnership  quiet title to all  personal  and real  property
     interests  acquired  by  the  Partnership  in  the  1986  Transaction.  P&P
     continued to dispute the impact of that  decision.  Additionally,  on April
     20, 1994 the  Partnership  was granted an  injunction  by the Texas County,
     Oklahoma   District  Court  to  enjoin  P&P  from   interfering   with  the
     Partnership's May 1, 1994 operation of low pressure gas pipeline  gathering
     facilities.  On May 8, 1996 the Partnership  received notice that on May 7,
     1996 the  Oklahoma  Court of Appeals  reversed  the  injunction  previously
     granted the Partnership.  Such reversal did not determine  ownership of the
     pipelines but did reverse the earlier decision that allowed the Partnership
     to operate and maintain the pipelines based upon the finding that ownership
     of the pipelines had already been determined. Also on November 2, 1993, the
     Court of Appeals  remanded,  for a new trial,  a 1990 jury finding of fraud
     which  had  awarded  the  Partnership   $4,715,326   related  to  the  1986
     Transaction.  The Oklahoma  Supreme Court  granted  certiorari on March 21,
     1994.  On June 19, 1995,  the Oklahoma  Supreme  Court  withdrew and denied
     certiorari.  Consequently,  the issue of fraud by P&P would require retrial
     in Texas County,  Oklahoma. No retrial date had been set. Additionally,  on
     January 10, 1994 the Oklahoma Court of Appeals  decision became final which
     had reversed a judgment  awarding the  Partnership  $724,082 based on P&P's
     underpayment  for fuel and  shrinkage  at the Hooker gas  processing  plant
     during the period of November  1988 through March 1991.  Subsequently,  P&P
     was awarded and received  $91,402 in attorney's fees from the  Partnership.
     None of the Court of Appeals'  decisions  are expected to have any material
     adverse  affect  on  the  Partnership's  financial  position  or  operating
     results.  The  Partnership  has not  recognized  any of the prior  judgment
     amounts in its favor in its financial statements.

     On December 22, 1993 the Texas  County,  Oklahoma  District  Court issued a
     partial  summary  judgment  with  respect to disputed  matters  between the
     Partnership  and P&P regarding  gathering and processing the  Partnership's
     Oklahoma gas and the Agreement. The partial summary judgment ruled that (1)
     the Partnership owns the Oklahoma gas pipeline  gathering system, (2) there
     are no processing rights other than the Agreement,  whereby P&P gathers and
     processes  the  Partnership's  Oklahoma gas, (3) the Agreement was still in
     effect,  and (4) payments for fuel and shrinkage under the Agreement are to
     be based  upon the same  price  per MMBTU as paid the  Partnership  for its
     Oklahoma  gas sales plus  applicable  taxes.  The issue of ownership of the
     pipelines  had also  been  the  subject  of  proceedings  discussed  in the
     previous paragraph.  On August 26, 1994, P&P and the Partnership stipulated
     by agreement that (among other issues) the amount of underpayment  (if any)
     due the Partnership  for fuel and shrinkage  during the period January 1993
     through April 1994 to be either $4,837,046 or $6,558,036 depending upon the
     Court's  determination  of proper  severance tax  applicability.  A hearing
     including  these issues was  conducted  October 18, 1994.  On September 21,
     1995 the Texas County,  Oklahoma  District  Court issued its Final Judgment
     and Order favorably  awarding the Partnership  $6,588,036 plus interest for
     underpayment  by P&P for  fuel  and  shrinkage.  The  Court's  ruling  also
     reaffirmed its previous  decisions that the  Partnership  owns the Oklahoma
     gas  pipeline  gathering  system and P&P had no rights to  process  the gas
     after the May 1, 1994  expiration of the Agreement.  On October 6, 1995 P&P
     filed a  supersedeas  bond.  On  October  13,  1995  P&P  filed  an  appeal
     contesting all of the District Court's findings and P&P sought to reduce or
     eliminate  the  supersedeas  bond.  On December 13, 1995 the Texas  County,
     Oklahoma  District  Court denied  P&P's  motion to reduce or eliminate  the
     supersedeas  bond and awarded the  Partnership  $104,446 in attorneys' fees
     and expenses. P&P has appealed all substantive  decisions.  The Partnership
     has not recognized  any of the prior  judgment  amounts in its favor in its
     financial statements.

     Through  January 25, 1994, the Wharton  County,  Texas District Court ruled
     that (1) P&P was not liable to the  Partnership  for excess  extraction  of
     natural  gas liquids  prior to January 1, 1993 (2) the 1982 Gas  Processing
     Agreement  expired on  January 1, 1993,  and (3) P&P was not a party to the
     Partnership's  contract covering Oklahoma gas sales. Issues of ownership of
     the gas pipeline gathering system and any gas processing rights (other than
     the  Agreement) in Oklahoma were  dismissed for various  reasons  including
     lack of  subject  matter  jurisdiction.  All other  remaining  issues  were
     dismissed  and  attorney's  fees in the amount of $208,000  were awarded to
     P&P.  Both  the  Partnership  and  P&P  appealed  portions  of the  Court's
     decisions and the Partnership has provided a supersedeas bond in the amount
     of $242,000 related to attorneys fees with prospective interest. On October
     5, 1995 the Thirteenth Court of Appeals in Corpus Christi,  Texas issued an
     opinion which  remanded to the Wharton  County  District  Court for further
     proceedings  the  issues of (1)  ownership  of the gas  pipeline  gathering
     system and (2)  ownership  of rights to  process  the gas  produced  by the
     Partnership's Oklahoma gas wells. Additionally, the

<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

     Appellate Court affirmed the Wharton District Court's decision  terminating
     on  January  1,  1993,  the  1982  Gas  Processing  Agreement  whereby  the
     Partnership's  Oklahoma gas was processed in the P&P Hooker  Oklahoma Plant
     until May 1, 1994.  Also, the Court  affirmed the Wharton  County  District
     Court's  decision that P&P was not liable to the  Partnership  for previous
     overextraction at the Hooker,  Oklahoma Plant. The Court also affirmed, but
     slightly reduced, the trial court's award of attorney's fees of $200,000 to
     P&P. Dorchester Hugoton was seeking further appellate court review.

     On May 11, 1994 the  Partnership  instituted  legal action in Texas County,
     Oklahoma District Court against P&P for breach of the preferential right to
     purchase  clause in an August 23,  1982  Operating  Agreement  between  the
     Partnership  and a predecessor to P&P. A production  payment and a right to
     participate in new wells were reserved by P&P  predecessors  in their June,
     1986  sale  of  interests  in  Texas  County,  Oklahoma  properties  to the
     Partnership,  and  such  interests  are  claimed  by P&P.  The  Partnership
     contested   conveyances  made  between  P&P's   predecessors   (Damson  and
     Dorchester  Master  Limited  Partnership)  and  P&P  with  respect  to  the
     production payment and participation right. The Partnership  requested such
     production   payment  and  participation   right  be  subject  to  specific
     performance  enabling  exercise  of  the  Partnership's  rights  under  the
     preferential  right to purchase.  Generally the right to participate in new
     wells was  limited to a maximum  working  interest  of 5%. The  Partnership
     believed  no  wells  had  been  drilled  which  would  be  subject  to such
     participation. The Partnership believed it was reasonably possible that the
     Partnership would prevail against P&P claims. A production payment may have
     been owed to P&P if the Partnership was  unsuccessful.  However,  the exact
     amount of any such  payment  that might have been due was not known.  As of
     March 1, 1994, the amount that could have been owed may have ranged between
     $600,000 to $1,000,000.  Although not calculable,  an estimated  additional
     range of  $900,000 to  $1,300,000  could have been owed for the period from
     March 1, 1994 through February 29, 1996.  Future  projections of any annual
     production payment amount utilize  calculations through February based on a
     table of declining  volumes and the amount that  unknown  future gas prices
     exceed a table of rising prices.  P&P had asserted the  production  payment
     amount owed to be $1,394,505 through February 28, 1994. Had the Partnership
     successfully maintained the right to purchase, the determination of whether
     to purchase would have depended on the purchase price which was unknown.

     On May 19, 1994 P&P instituted legal action in the 116th Judicial  District
     of Dallas County,  Texas asserting that Dorchester Hugoton owed and had not
     paid  a  production  payment,   had  improperly  failed  to  allow  P&P  to
     participate  in the 1993  drilling of a  replacement  well in Texas County,
     Oklahoma and  asserting  other claims of tortious  interference  and unfair
     competition, apparently by virtue of the Partnership's operation of its low
     pressure gas pipeline.  On July 11, 1994 the Dallas County  District  Court
     denied the Partnership's motion to stay or abate due to identical claims in
     Oklahoma.  On March 28, 1995, a motion by P&P for partial summary  judgment
     was denied by the Dallas Court. By agreement with P&P all litigation in the
     Dallas  County,  Texas  suit  had been  deferred  until  completion  of all
     identical  litigation in Texas  County,  Oklahoma.  In Oklahoma,  the trial
     regarding the  Partnership's  right to exercise the  preferential  right to
     purchase both the production  payment and right to participate in new wells
     awaited rescheduling by the Court. All other matters, such as the amount to
     be paid in exercising the preferential  right or the amount of a production
     payment,  if any,  were delayed  until  issuance of a ruling  following the
     pending Oklahoma trial.

     Pursuant  to  requirements  of  the  Dallas,   Texas  District  Court,  the
     Partnership and P&P attempted  settlement by mediation during August, 1995.
     On August 21, 1995 the independent mediator declared an impasse.

     On  December  20,  1995 the  Partnership  began  legal  action in the Texas
     County,  Oklahoma District Court seeking to quiet the  Partnership's  title
     and  seeking  a  declaratory  order  that P&P has no  participation  rights
     regarding an Oklahoma  replacement  well  completed by the  Partnership  in
     January,  1996.  Such action was  necessary as P&P had  continued to assert
     that it had the  right to  participate  to the  extent  of 5% in a  similar
     Oklahoma replacement well completed by the Partnership in 1993. The parties
     had agreed to abate this  proceeding  pending  resolution of the same issue
     regarding the 1993 replacement well.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
                                   (Continued)

3.   On July 19,  1994 the  Partnership  entered  into a  $15,000,000  unsecured
     revolving  credit facility (the  "Agreement")  with Bank One,  Texas,  N.A.
     Effective on August 12, 1996,  the  agreement  was restated to increase the
     borrowing  base  from  $4,250,000  to  $8,500,000.  The  Agreement  will be
     re-evaluated by Bank One at least semi-annually.  If, on any such date, the
     aggregate  amount of  outstanding  loans and  letters of credit  exceed the
     current  borrowing  base as most  recently  determined  by  Bank  One,  the
     Partnership is required to repay the excess.  This credit  facility  covers
     both cash advances and any letters of credit that the Partnership may need,
     with interest  being charged at the base rate for Bank One, which was 8.25%
     on August 12, 1996.  All amounts  borrowed  under this facility will become
     due and payable on July 31, 1999. As of August 12, 1996,  letters of credit
     totaling  $267,000  were issued  under the credit  facility  and the amount
     borrowed was  $100,000.  The weighted  average  amount  borrowed  under the
     credit facility was approximately $260,000 and $1,200,000 during the second
     and first quarter, respectively.

PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net cash flows from operating  activities  during the three and six months ended
June  30,  1996  were  $5,614,000  and  $8,664,000,  respectively,  compared  to
$1,687,000  and  $5,540,000 for the same periods of 1995. Net cash flows for the
three  months  ended June 30, 1996 were  greater  compared to the same period of
1995 partly as a result of increased  timeliness of accounts  receivable  during
the second quarter of 1996. Additionally,  cash flows were greatly influenced in
both the three  month and the six month  periods  by natural  gas market  prices
which were significantly higher compared to the same periods last year.

The Partnership has available a $15,000,000  unsecured revolving credit facility
with a current borrowing base of $8,500,000.  Please see Note 3 to the financial
statements for additional information.  As of August 12, 1996, letters of credit
totaling  $267,000 were issued under the credit facility and the amount borrowed
was $100,000.  The Partnership's  cash position was zero on January 1, 1995 as a
result of cash  management  practices  which minimize  borrowings.  The weighted
average amount borrowed under the credit facility was approximately $260,000 and
$1,200,000 during the second and first quarter, respectively.

The  Partnership's  portion of gas sales volumes (in MMCF) and weighted  average
BTU adjusted sales prices per MCF were as follows:
                                    Three Months Ended          Six Months Ended
                               ----------------------------     ----------------
                                   June 30,                         June 30,
                               ----------------     Mar. 31     ----------------
                                1996       1995       1996       1996       1995
Sales Volumes:                 -----      -----      -----      -----      -----
   Oklahoma .............      1,578      1,397      1,723      3,301      3,125
   Kansas ...............        564        556        606      1,170      1,081
                               -----      -----      -----      -----      -----
Total ...................      2,142      1,953      2,329      4,471      4,206
                               =====      =====      =====      =====      =====
Weighted Average BTU Adjusted Sales Prices:
   Oklahoma ...............    $2.19      $1.53      $2.02      $2.10      $1.50
   Kansas .................     2.11       1.47       1.95       2.03       1.44
Overall Weighted Average.      $2.16      $1.51      $2.00      $2.08      $1.48

Oklahoma  natural gas  production  volumes were lower during the second  quarter
compared to the first quarter of 1996 due to routine annual state well tests but
higher during the second  quarter  compared to the same quarter of 1995.  Kansas
natural gas  production  volumes were slightly  lower during the second  quarter
compared to the first quarter of 1996 and slightly higher compared to the second
quarter of 1995.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

As previously  announced,  the  Partnership has agreed to settle all outstanding
litigation with Parker & Parsley Petroleum Company entities.  In connection with
the settlement,  the Partnership  will pay Parker & Parsley $7.0 million subject
to closing, which is currently expected to occur on August 15, 1996. Some of the
numerous issues resolved by settlement include withdrawal by Parker & Parsley of
all  claims  of  gas  processing  rights  to  the  Partnership's   Oklahoma  gas
production.  Additionally,  all claims by Parker & Parsley  regarding  rights to
participate  in Oklahoma gas wells and all claims of unpaid  production  payment
amounts  will  be  withdrawn.   The  Partnership  will  pay  Parker  &  Parsley,
prospectively   only,  a  production  payment  that  was  created  in  the  1986
acquisition by the Partnership of 20% of the Oklahoma wells.  The amount of such
annual production payment is based upon the difference between market gas prices
compared  to a table of  rising  prices  and  based  upon a table  of  declining
volumes.  Accruals for the  production  payments will reduce net  revenues.  The
first  production  payment  to be  paid in 1997  is  estimated  to be  $800,000.
Additionally,  the  settlement  will result in an exchange of wells in Kansas by
which the Partnership will transfer to Parker & Parsley a non-operated  interest
in 14 wells and will  receive from Parker & Parsley  their  interest in 18 wells
operated  by  the  Partnership.  Consequently,  the  Partnership  will  increase
ownership from 80% to 100% of the working  interest in 18 wells.  The settlement
will also confirm the Partnership's  ownership of the gas pipeline that delivers
gas from the  Partnership's  Oklahoma wells to the  Partnership's gas compressor
facilities.  As a result, the Partnership has canceled its previously  announced
plans to  build a new  pipeline  system  in  Oklahoma.  Through  June 30,  1996,
approximately  $420,000 in capital expenditures were made by the Partnership for
electronic meters and meter houses as well as certain rights-of-way necessary to
the new pipeline.  However, all new metering facilities will be installed on the
existing pipeline system serving the Partnership's wells.

The Partnership is pleased to finally  achieve  resolution of the litigation and
looks  forward  in the  near-term  to  reducing  debt and then  emphasizing  the
previously announced unit repurchase program. The Partnership estimates that the
settlement will result in a charge to earnings of  approximately  $4,350,000 and
will increase property and equipment  approximately  $2,650,000.  The settlement
will  be  reflected  in  the  Partnership's  third  quarter.  Additionally,  the
Partnership  believes the increase in current  borrowing base from $4,250,000 to
$8,500,000 to be adequate to fund the $7.0 million due at the settlement closing
and any known scheduled capital expenditures.

<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                                OTHER INFORMATION
PART II

Item 1.    Legal Proceedings:  See Notes to Condensed Financial Statements.
Item 5.    Other Information: None.

Item 6.    Exhibits and Reports on Form 8-K:
        a) Exhibit 27 -  Financial Data Schedule
        b) Reports on Form 8-K - None.


                                   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.


                                       DORCHESTER HUGOTON, LTD.
                                       Registrant





Date:  August 13, 1996                  /s/ Kathleen A. Rawlings
                                       Kathleen A. Rawlings
                                       Controller (Principal Accounting Officer)

<TABLE> <S> <C>

<ARTICLE>                   5
<MULTIPLIER>                1000
       
<S>                         <C>
<PERIOD-TYPE>               6-MOS
<FISCAL-YEAR-END>           DEC-31-1996
<PERIOD-START>              JAN-1-1996
<PERIOD-END>                JUN-30-1996
<CASH>                      2,859
<SECURITIES>                2,346
<RECEIVABLES>               1,738
<ALLOWANCES>                0
<INVENTORY>                 0
<CURRENT-ASSETS>            7,130
<PP&E>                      22,789
<DEPRECIATION>              8,911
<TOTAL-ASSETS>              21,008
<CURRENT-LIABILITIES>       3,372
<BONDS>                     144
       0
                 0
<COMMON>                    0
<OTHER-SE>                  17,492
<TOTAL-LIABILITY-AND-EQUITY>21,008
<SALES>                     9,368
<TOTAL-REVENUES>            9,368
<CGS>                       2,840
<TOTAL-COSTS>               2,840
<OTHER-EXPENSES>            0
<LOSS-PROVISION>            0
<INTEREST-EXPENSE>          43
<INCOME-PRETAX>             6,528
<INCOME-TAX>                0
<INCOME-CONTINUING>         0
<DISCONTINUED>              0
<EXTRAORDINARY>             0
<CHANGES>                   0
<NET-INCOME>                6,528
<EPS-PRIMARY>               0.60
<EPS-DILUTED>               0.60
        

</TABLE>


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