DYCO OIL & GAS PROGRAM 1983-2
10-Q/A, 1995-08-28
DRILLING OIL & GAS WELLS
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<PAGE>



                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


                          AMENDMENT NO. 1 TO
                               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, 1995                              0-12093



                    DYCO OIL AND GAS PROGRAM 1983-2
                        (A LIMITED PARTNERSHIP)
         (Exact Name of Registrant as specified in its charter)



          Minnesota                               41-1454574  
  (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 1983-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)

                                          ASSETS

                                                       March 31,  December 31,
                                                          1995        1994    
                                                      ----------- ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $105,361      $108,099 
             Accrued oil and gas sales, including
               $11,916 and $19,089 due from
               related parties (Note 2) . . . . . .      27,955        33,608 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $133,316      $141,707 

          NET OIL AND GAS PROPERTIES, utilizing 
             the full cost method . . . . . . . . .     160,806       168,602 

          DEFERRED CHARGE . . . . . . . . . . . . .      89,884        89,884 
                                                       --------      -------- 
                                                       $384,006      $400,193 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $  8,873      $  9,027 
             Gas imbalance payable  . . . . . . . .       7,775         7,775 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 16,648      $ 16,802 

          ACCRUED LIABILITY . . . . . . . . . . . .      37,419        37,419 

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding
               64 units . . . . . . . . . . . . . .       3,300         3,460 
             Limited Partners, issued and outstanding, 
               6,400 units  . . . . . . . . . . . .     326,639       342,512 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $329,939      $345,972 
                                                       --------      -------- 
                                                       $384,006      $400,193 
                                                       ========      ======== 

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

                                         -2-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1983-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)

                                                          1995          1994  
                                                        ---------    ---------
           
          REVENUES:
             Oil and gas sales, including
               $19,636 and $41,541 of sales
               to related parties (Note 2)  . . . .      $40,142     $ 85,486 
             Interest . . . . . . . . . . . . . . .        1,292          916 
                                                         -------     -------- 
                                                         $41,434     $ 86,402 
                                                         -------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $31,214     $ 36,006 
             Depreciation, depletion, and amortization
               of oil and gas properties  . . . . .        7,796       15,062 
             General and administrative (Note 2)  .       18,457       17,463 
                                                         -------     -------- 
                                                         $57,467     $ 68,531 
                                                         -------     -------- 
          NET (LOSS) INCOME . . . . . . . . . . . .     ($16,033)    $ 17,871 
                                                         =======     ======== 
          GENERAL PARTNER (1%) - net (loss) income      ($   160)    $    179 
                                                         =======     ======== 
          LIMITED PARTNERS (99%) - net (loss) income    ($15,873)    $ 17,692 
                                                         =======     ======== 
          NET (LOSS) INCOME PER UNIT  . . . . . . .     ($     2)    $      3 
                                                         =======     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        6,464        6,464 
                                                         =======     ======== 

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

                                         -3-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1983-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                       ----------    ---------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net (loss) income  . . . . . . . . . .    ($ 16,033)    $ 17,871 
             Adjustments to reconcile net (loss) income 
               to net cash (used) provided by operating 
               activities:
               Depreciation, depletion, and amortization
                of oil and gas properties . . . . .        7,796       15,062 
               Decrease (increase) in accrued oil and 
                gas sales . . . . . . . . . . . . .        5,653    (  20,721)
               (Decrease) increase in accounts payable (     154)         667 
                                                        --------     -------- 
                Net cash (used) provided by operating 
                  activities  . . . . . . . . . . .    ($  2,738)    $ 12,879 
                                                        --------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:

                Net cash used by investing activities   $    -       $    -   
                                                        --------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
               Cash distributions . . . . . . . . .     $    -      ($129,280)
                                                        --------     -------- 
                Net cash used by financing activities   $    -      ($129,280)
                                                        --------     -------- 

          NET DECREASE IN CASH AND CASH EQUIVALENTS    ($  2,738)   ($116,401)

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
          PERIOD                                         108,099      143,781 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD    $105,361     $ 27,380 
                                                        ========     ======== 

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

                                         -4-
<PAGE>
<PAGE>
                  DYCO OIL AND GAS PROGRAM 1983-2 LIMITED PARTNERSHIP
                        CONDENSED NOTES TO FINANCIAL STATEMENTS
                                     MARCH 31, 1995
                                      (Unaudited)


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

             The   balance  sheets  as   of  March  31,  1995,  statements  of
             operations for  the three months ended  March 31,  1995 and 1994,
             and  statements of cash  flows for  the three  months ended March
             31,   1995  and  1994  have  been  prepared   by  Dyco  Petroleum
             Corporation ("Dyco"),  the General  Partner of the  Dyco Oil  and
             Gas Program  1983-2 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, 1995, and results  of
             operations and changes in cash flows  for the three months  ended
             March 31, 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 Program's  Annual Report  on Form  10-K for  the
             year  ended December 31, 1994.  The results of operations for the
             period  ended March  31, 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. 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.

                                            -5-
<PAGE>
<PAGE>
          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, 1995 and 1994  such expenses totaled $18,457  and
             $17,463, respectively, of which $10,791 and  $10,791 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 sells 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 March 31, 1995 and  1994 these sales totaled $19,636
             and  $41,541, respectively.   At March  31, 1995  accrued oil and
             gas sales included $11,916 due from Premier.

                                            -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.

               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, 1995 AS COMPARED TO  THE THREE
               MONTHS ENDED MARCH 31, 1994.
                                               Three Months ended March 31, 
                                               ---------------------------- 
                                                     1995          1994     
                                                     ----          ----     
                  Oil and gas sales                $40,142       $85,486   
                  Oil and gas production expenses  $31,214       $36,006   
                  Barrels produced                     255           492   
                  Mcf produced                      29,008        39,858   
                  Average price/Bbl                $ 12.78       $  9.10   
                  Average price/Mcf                $  1.27       $  2.03   

               As shown in the  table, oil and natural gas  sales decreased
               by  53.0% for  the  three months  ended  March 31,  1995  as
               compared to the  three months  ended March 31,  1994.   This
               decrease was  due to a  decrease 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.  Volumes of oil and  natural gas
               sold decreased by 237  barrels and 10,850 Mcf, respectively,
               for the three months ended March 31, 1995 as compared to the
               three months ended  March 31,  1994.  This  decrease in  the
               volumes of oil and  natural gas sold was primarily  a result
               of the normal decline in  production from diminished oil and
               natural  gas  reserves.   Average  oil  prices increased  to
               $12.78  per barrel for the three months ended March 31, 1995
               from $9.10 per barrel  for the three months ended  March 31,
               1994, while  average natural  gas prices decreased  to $1.27

                                            -7-
<PAGE>
<PAGE>
               per Mcf for the three months ended March 31, 1995 from $2.03
               per Mcf for the similar period in 1994.

               Oil and gas  production expenses (including  lease operating
               expenses  and  production taxes)  decreased  $4,792  for the
               three months ended March  31, 1995 as compared to  the three
               months  ended March 31, 1994.   This decrease was consistent
               with the decrease in the volumes of oil and natural gas sold
               for the three months ended March 31, 1995 as compared to the
               three months ended March  31, 1994.  As a percentage  of oil
               and  gas sales,  these expenses  increased to 77.8%  for the
               three months ended march  31, 1995 from 42.1% for  the three
               months ended March 31,  1994.  This percentage  increase was
               primarily the  result  of  a  decrease in  the  volumes  and
               average  price of natural  gas sold, partially  offset by an
               increase in the average price of oil sold.

               Depreciation, depletion,  and amortization  of  oil and  gas
               properties decreased $7,266 for the three months ended March
               31, 1995 as  compared to  the three months  ended March  31,
               1994.  This decrease was consistent with the decrease in the
               volume of oil and natural gas sold.  As a  percentage of oil
               and gas sales, this expense increased slightly to  19.4% for
               the three months  ended March  31, 1995 from  17.6% for  the
               three months ended March 31, 1994.  This percentage increase
               was  primarily due to the  decrease in the  average price of
               natural  gas sold, partially  offset by  an increase  in the
               average price of oil sold.

               General  and  administrative  expenses  remained  relatively
               constant  for  the  three months  ended  March  31, 1995  as
               compared to the  three months ended  March 31,  1994.  As  a
               percentage of oil and gas sales, these expenses increased to
               46.0%  for the three months ended March 31, 1995 as compared
               to 20.4%  for the three months  ended March 31,  1994.  This
               percentage increase was primarily due to the decrease in the
               volume  and average  price  of natural  gas sold,  partially
               offset by the increase in the average price of oil sold.

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



          ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits

                    None

               (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  1983-2 LIMITED
                                   PARTNERSHIP

                                        (Registrant)


                                   By:  DYCO PETROLEUM CORPORATION

                                        General Partner




Date:     August 28, 1995          By:  /s/Dennis R. Neill  

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



Date:     August 28, 1995          By:  /s/Patrick  M. Hall

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

                                           -10-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000715369
<NAME> DYCO OIL AND GAS PROGRAM 1983-2 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         105,361
<SECURITIES>                                         0
<RECEIVABLES>                                   27,955
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               133,316
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 384,006
<CURRENT-LIABILITIES>                           16,648
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     329,939
<TOTAL-LIABILITY-AND-EQUITY>                   384,006
<SALES>                                         40,142
<TOTAL-REVENUES>                                41,434
<CGS>                                                0
<TOTAL-COSTS>                                   57,467
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (16,033)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (16,033)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (16,033)
<EPS-PRIMARY>                                   (2.00)
<EPS-DILUTED>                                        0
        

</TABLE>


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