DYCO OIL & GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
10-Q, 1998-11-06
DRILLING OIL & GAS WELLS
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                      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, 1998                                0-12261 (1982-1)
                                                   0-12262 (1982-2)


                        DYCO 1982 OIL AND GAS PROGRAM
                          (TWO LIMITED PARTNERSHIPS)
            (Exact Name of Registrant as specified in its charter)



                                                41-1438430 (1982-1)
         Minnesota                              41-1438437 (1982-2)
(State or other jurisdiction            (I.R.S. Employer Identification
   of incorporation or                                 Number)
     organization)



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
                            ------                    ------




                                       1
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

             DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                                BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS

                                             September 30,     December 31,
                                                 1998             1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $146,198         $120,049
   Accrued oil and gas sales                       22,273           49,405
                                                 --------         --------
      Total current assets                       $168,471         $169,454

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            65,253           90,100

DEFERRED CHARGE                                    59,627           59,627
                                                 --------         --------
                                                 $293,351         $319,181
                                                 ========         ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                              $  6,376         $ 12,181
                                                 --------         --------
      Total current liabilities                  $  6,376         $ 12,181

ACCRUED LIABILITY                                $ 53,234         $ 53,234

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 100 units                     $  2,337         $  2,537
   Limited Partners, issued and
      outstanding, 10,000 units                   231,404          251,229
                                                 --------         --------
      Total Partners' capital                    $233,741         $253,766
                                                 --------         --------
                                                 $293,351         $319,181
                                                 ========         ========

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



                                       2
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                             $66,187           $69,833
   Interest                                        1,786             2,397
                                                 -------           -------
                                                 $67,973           $72,230

COSTS AND EXPENSES:
   Oil and gas production                        $30,420           $24,937
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  12,542             5,190
   General and administrative
      (Note 2)                                    21,873            23,951
                                                 -------           -------
                                                 $64,835           $54,078
                                                 -------           -------

NET INCOME                                       $ 3,138           $18,152
                                                 =======           =======
GENERAL PARTNER (1%) - net
   income                                        $    32           $   182
                                                 =======           =======
LIMITED PARTNERS (99%) - net
   income                                        $ 3,106           $17,970
                                                 =======           =======
NET INCOME PER UNIT                              $   .31           $  1.80
                                                 =======           =======
UNITS OUTSTANDING                                 10,100            10,100
                                                 =======           =======

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



                                       3
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                            $154,056          $246,913
   Interest                                        4,778             5,919
                                                --------          --------
                                                $158,834          $252,832

COSTS AND EXPENSES:
   Oil and gas production                       $ 74,157          $ 76,330
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  24,588            24,573
   General and administrative
      (Note 2)                                    80,114            88,555
                                                --------          --------
                                                $178,859          $189,458
                                                --------          --------

NET INCOME (LOSS)                              ($ 20,025)         $ 63,374
                                                ========          ========
GENERAL PARTNER (1%) - net
   income (loss)                               ($    200)         $    634
                                                ========          ========
LIMITED PARTNERS (99%) - net
   income (loss)                               ($ 19,825)         $ 62,740
                                                ========          ========
NET INCOME (LOSS) PER UNIT                     ($   1.98)         $   6.27
                                                ========          ========
UNITS OUTSTANDING                                 10,100            10,100
                                                ========          ========

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


                                       4
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                               ----------         --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           ($ 20,025)         $ 63,374
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                24,588            24,573
      Decrease in accrued oil and
        gas sales                                 27,132            14,602
      Decrease in accounts payable             (   5,805)        (     628)
                                                 --------          -------- 
      Net cash provided by operating
        activities                              $ 25,890          $101,921
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
      and gas properties                        $    259          $    554
                                                --------          --------
   Net cash provided by investing
      activities                                $    259          $    554
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                           $      -         ($202,000)
                                                --------          --------
   Net cash used by financing
      activities                                $      -         ($202,000)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 26,149         ($ 99,525)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           120,049           135,676
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $146,198          $ 36,151
                                                ========          ========


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



                                       5
<PAGE>


             DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                                BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS

                                             September 30,     December 31,
                                                 1998             1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $ 63,829         $234,351
   Accrued oil and gas sales                       45,054          110,673
                                                 --------         --------
      Total current assets                       $108,883         $345,024

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                           134,391          182,488

DEFERRED CHARGE                                    17,727           17,727
                                                 --------         --------
                                                 $261,001         $545,239
                                                 ========         ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                              $  6,239         $  8,568
   Gas imbalance payable                            5,322            5,322
                                                 --------         --------
      Total current liabilities                  $ 11,561         $ 13,890

ACCRUED LIABILITY                                $ 82,919         $ 82,919

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 80 units                      $  1,665         $  4,484
   Limited Partners, issued and
      outstanding, 8,000 units                    164,856          443,946
                                                 --------         --------
      Total Partners' capital                    $166,521         $448,430
                                                 --------         --------
                                                 $261,001         $545,239
                                                 ========         ========


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



                                       6
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                            $ 81,205          $153,808
   Interest                                        2,371             2,994
                                                --------          --------
                                                $ 83,576          $156,802

COSTS AND EXPENSES:
   Oil and gas production                       $ 22,814          $ 36,826
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  16,520            15,212
   General and administrative
      (Note 2)                                    17,216            18,878
                                                --------          --------
                                                $ 56,550          $ 70,916
                                                --------          --------

NET INCOME                                      $ 27,026          $ 85,886
                                                ========          ========
GENERAL PARTNER (1%) - net income               $    270          $    859
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $ 26,756          $ 85,027
                                                ========          ========
NET INCOME PER UNIT                             $   3.34          $  10.63
                                                ========          ========
UNITS OUTSTANDING                                  8,080             8,080
                                                 =======          ========



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



                                       7
<PAGE>


             DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                            $276,145          $496,237
   Interest                                        7,776             6,982
   Gain on sale of oil and
      gas properties                              60,067                 -
                                                --------          --------
                                                $343,988          $503,219

COSTS AND EXPENSES:
   Oil and gas production                       $ 78,532          $ 97,247
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  39,737            63,635
   General and administrative
      (Note 2)                                    63,228            70,067
                                                --------          --------
                                                $181,497          $230,949
                                                --------          --------

NET INCOME                                      $162,491          $272,270
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  1,625          $  2,723
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $160,866          $269,547
                                                ========          ========
NET INCOME PER UNIT                             $  20.11          $  33.70
                                                ========          ========
UNITS OUTSTANDING                                  8,080             8,080
                                                ========          ========



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


                                       8
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                ---------         --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $162,491          $272,270
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                39,737            63,635
      Gain on sale of oil and gas
        properties                             (  60,067)                -
      Decrease in accrued oil and
        gas sales                                 65,619            55,952
      Decrease in accounts payable             (   2,329)        (   2,750)
                                                --------          --------
      Net cash provided by operating
        activities                              $205,451          $389,107
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 68,427          $  1,686
                                                --------          --------
   Net cash provided by investing
      activities                                $ 68,427          $  1,686
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($444,400)        ($484,800)
                                                --------          --------
   Net cash used by financing
      activities                               ($444,400)        ($484,800)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($170,522)        ($ 94,007)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           234,351           208,342
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 63,829          $114,335
                                                ========          ========

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


                                       9
<PAGE>



             DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
             DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                   CONDENSED NOTES TO FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1998
                                  (Unaudited)


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

      The balance sheet as of September 30, 1998,  statements of operations  for
      the  three  and  nine  months  ended  September  30,  1998 and  1997,  and
      statements of cash flows for the nine months ended  September 30, 1998 and
      1997  have been  prepared  by Dyco  Petroleum  Corporation  ("Dyco"),  the
      General  Partner of the Dyco Oil and Gas Program 1982-1 and 1982-2 Limited
      Partnerships (individually,  the "1982-1 Program" or the "1982-2 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, 1998, results of operations for the three and nine months
      ended  September 30, 1998 and 1997, and changes in cash flows for the nine
      months ended September 30, 1998 and 1997 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, 1997. The results of operations for the period
      ended September 30, 1998 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.  The Programs'  calculation of depreciation,  depletion,  and
      amortization  includes  estimated  future  expenditures  to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties being amortized exceeds the full cost



                                       10
<PAGE>



      ceiling (as defined by the Securities and Exchange Commission), the excess
      is charged to expense in the period during which such excess occurs. 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. During the three months ended March 31, 1998,
      the  1982-2  Program sold one  property  that  significantly  altered  the
      capitalized  cost/proved  reserves  relationship.  This  well  represented
      approximately 1.2% of total reserves and was sold for $62,207.Accordingly,
      capitalized costs were reduced by 1.2% with the remainder recorded as Gain
      on Sale of Oil and Gas Properties.

      The provision for depreciation, depletion, and amortization of oil and gas
      properties is calculated by dividing the oil and gas sales dollars  during
      the  period 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, 1998
      and 1997 the 1982-1 Program  incurred such expenses  totaling  $21,873 and
      $23,951,  respectively,  of which $18,615 was paid each period to Dyco and
      its  affiliates.  During the nine months ended September 30, 1998 and 1997
      the 1982-1 Program  incurred such expenses  totaling  $80,114 and $88,555,
      respectively,  of which  $55,845  was  paid  each  period  to Dyco and its
      affiliates.  During the three months ended September 30, 1998 and 1997 the
      1982-2  Program  incurred  such  expenses  totaling  $17,216 and  $18,878,
      respectively,  of which  $14,610  was  paid  each  period  to Dyco and its
      affiliates.  During the nine months ended  September 30, 1998 and 1997 the
      1982-2  Program  incurred  such  expenses  totaling  $63,228 and  $70,067,
      respectively,  of which  $43,830  was  paid  each  period  to Dyco and its
      affiliates.

      Affiliates of the Program  operate  certain of the  Programs'  properties.
      Their policy is to bill the Programs  for all  customary  charges and cost
      reimbursements associated with these activities.




                                       11
<PAGE>



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

USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
- -----------------------------------------------

      This Quarterly Report contains  certain  forward-looking  statements.  The
      words "anticipate",  "believe",  "expect",  "plan", "intend",  "estimate",
      "project", "could", "may" and similar expressions are intended to identify
      forward-looking  statements.  Such statements reflect management's current
      views  with  respect  to future  events and  financial  performance.  This
      Quarterly Report also includes certain information,  which is, or is based
      upon,  estimates  and  assumptions.  Such  estimates and  assumptions  are
      management's  efforts to accurately reflect the condition and operation of
      the Programs.

      Use of  forward-looking  statements and estimates and assumptions  involve
      risks  and  uncertainties  which  include,  but are not  limited  to,  the
      volatility of oil and gas prices, the uncertainty of reserve  information,
      the operating risk associated  with oil and gas properties  (including the
      risk of personal injury,  death,  property  damage,  damage to the well or
      producing  reservoir,  environmental  contamination,  and other  operating
      risks), the prospect of changing tax and regulatory laws, the availability
      and capacity of  processing  and  transportation  facilities,  the general
      economic climate,  the supply and price of foreign imports of oil and gas,
      the level of consumer  product demand,  and the price and  availability of
      alternative  fuels.  Should  one or more of these  risks or  uncertainties
      occur or should  estimates  or  underlying  assumptions  prove  incorrect,
      actual  conditions or results may vary materially and adversely from those
      stated, anticipated, believed, estimated, and otherwise indicated.

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.

      The Programs'  available capital from  subscriptions has been spent on oil
      and gas drilling  activities.  There should be no further material capital
      resource commitments in the future. The Programs have no debt commitments.
      Cash for  operational  purposes  will be  provided  by current oil and gas
      production.


                                       12
<PAGE>



      The 1982-2  Program's  Statement  of Cash Flows for the nine months  ended
      September  30,  1998  includes  proceeds  from  the  sale  of oil  and gas
      properties  during the first quarter of 1998. These proceeds were included
      in the  1982-2  Program's  cash  distributions  paid in June  1998.  It is
      possible  that the 1982-2  Program's  repurchase  values  and future  cash
      distributions  could  decline  as a  result  of the  disposition  of these
      properties.  On the other hand, the General Partner believes there will be
      beneficial   operating   efficiencies  related  to  the  1982-2  Program's
      remaining  properties.  This  is  primarily  due  to  the  fact  that  the
      properties  sold  generally  bore a higher ratio of operating  expenses as
      compared to reserves than the 1982-2 Program's remaining properties.

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

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variable  affecting the Programs'  revenues is the prices received for the
      sale  of  oil  and  gas.  Predicting  future  prices  is  very  difficult.
      Substantially  all of the  Programs'  gas  reserves  are being sold on the
      "spot market".  Prices on the spot market are subject to wide seasonal and
      regional pricing  fluctuations due to the highly competitive nature of the
      spot market. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices are at or near their lowest level
      in the past  decade  due  primarily  to the  global  surplus of crude oil.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.




                                       13
<PAGE>



1982-1 PROGRAM

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    1998             1997
                                                  --------          -------
      Oil and gas sales                           $ 66,187          $69,833
      Oil and gas production expenses             $ 30,420          $24,937
      Barrels produced                                 154              494
      Mcf produced                                  39,638           28,953
      Average price/Bbl                           $  12.34          $ 18.08
      Average price/Mcf                           $   1.62          $  2.10

      As shown in the table  above,  total oil and gas  sales  decreased  $3,646
      (5.2%) for the three  months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $1,000 and $19,000, respectively, were related to decreases in the average
      prices  of oil and gas sold and  approximately  $6,000  was  related  to a
      decrease in the volumes of oil sold, which decreases were partially offset
      by an  increase  of  approximately  $22,000  related to an increase in the
      volumes of gas sold.  Volumes of oil sold  decreased  340  barrels,  while
      volumes  of gas sold  increased  10,685  Mcf for the  three  months  ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. The decrease in volumes of oil sold resulted primarily from the sale
      of one well during  1998.  The  increase  in volumes of gas sold  resulted
      primarily from a purchaser's  positive  prior period volume  adjustment on
      one well during the three months ended September 30, 1998. Average oil and
      gas prices decreased to $12.34 per barrel and $1.62 per Mcf, respectively,
      for the three months ended  September  30, 1998 from $18.08 per barrel and
      $2.10 per Mcf,  respectively,  for the three  months ended  September  30,
      1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $5,483  (22.0%) for the three  months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This increase was primarily due to workover expenses incurred on one
      well during the three months ended  September 30, 1998. As a percentage of
      oil and gas sales,  these expenses increased to 46.0% for the three months
      ended  September 30, 1998 from 35.7% for the three months ended  September
      30,  1997.  This  percentage  increase  was  primarily  due to the  dollar
      increase in oil and gas production expenses.




                                       14
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $7,352 (141.7%) for the three months ended September 30, 1998 as
      compared to the three  months ended  September  30,  1997.  This  increase
      resulted  primarily  from the  decrease  in oil and gas prices used in the
      valuation of reserves at September  30, 1998 as compared to September  30,
      1997.  As a percentage  of oil and gas sales,  this  expense  increased to
      18.9% for the three  months  ended  September  30,  1998 from 7.4% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization.

      General and administrative  expenses decreased $2,078 (8.7%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      decreased  to 33.0% for the three  months  ended  September  30, 1998 from
      34.3% for the three months ended September 30, 1997.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $154,056         $246,913
      Oil and gas production expenses             $ 74,157         $ 76,330
      Barrels produced                                 497            1,482
      Mcf produced                                  80,846           97,680
      Average price/Bbl                           $  13.31         $  19.85
      Average price/Mcf                           $   1.82         $   2.23

      As shown in the table  above,  total oil and gas sales  decreased  $92,857
      (37.6%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $20,000  and  $37,000,  respectively,  were  related to  decreases  in the
      volumes of oil and gas sold and  approximately  $33,000  was  related to a
      decrease  in the  average  price of gas sold.  Volumes of oil and gas sold
      decreased  985 barrels and 16,834 Mcf,  respectively,  for the nine months
      ended  September  30, 1998 as compared to the nine months ended  September
      30, 1997. The decrease in volumes of oil sold resulted  primarily from the
      sale of one well in 1998.  The  decrease  in volumes of gas sold  resulted
      primarily from a purchaser's  negative  prior period volume  adjustment on
      one well during the nine months ended September 30, 1998.  Average oil and
      gas prices decreased to $13.31 per barrel and $1.82 per Mcf, respectively,
      for the nine months  ended  September  30, 1998 from $19.85 per barrel and
      $2.23 per Mcf, respectively, for the nine months ended September 30, 1997.




                                       15
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $2,173  (2.8%)  for the nine  months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from (i) the decrease in volumes of
      oil and gas sold and (ii) a decrease in production  taxes  associated with
      the decrease in oil and gas sales,  which decreases were partially  offset
      by workover  expenses  incurred on two wells  during the nine months ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased to 48.1% for the nine months ended September 30, 1998 from 30.9%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the  decreases in the average  prices of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $15 (0.1%) for the nine  months  ended  September  30,  1998 as
      compared to the nine months ended  September  30, 1997. As a percentage of
      oil and gas sales,  this  expense  increased  to 16.0% for the nine months
      ended  September  30, 1998 from 10.0% for the nine months ended  September
      30, 1997. This  percentage  increase was primarily due to the decreases in
      the average prices of oil and gas sold for the nine months ended September
      30, 1998 as compared to the nine months ended September 30, 1997.

      General and  administrative  expenses decreased $8,441 (9.5%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 52.0% for the nine months ended September 30, 1998 from 35.9%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.




                                       16
<PAGE>



      1982-2 PROGRAM

      THREE  MONTHS  ENDED  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                   1998              1997
                                                  -------          --------
      Oil and gas sales                           $81,205          $153,808
      Oil and gas production expenses             $22,814          $ 36,826
      Barrels produced                                  8                 6
      Mcf produced                                 47,398            70,763
      Average price/Bbl                           $ 12.13          $  17.17
      Average price/Mcf                           $  1.71          $   2.17

      As shown in the table  above,  total oil and gas sales  decreased  $72,603
      (47.2%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $51,000  was  related  to a  decrease  in  the  volumes  of gas  sold  and
      approximately  $22,000 was  related to a decrease in the average  price of
      gas sold.  Volumes of oil sold  increased 2 barrels,  while volumes of gas
      sold decreased 23,365 Mcf for the three months ended September 30, 1998 as
      compared to the three months  ended  September  30, 1997.  The decrease in
      volumes of gas sold  resulted  primarily  from (i) the  normal  decline in
      production  due to  diminishing  reserves  and  (ii)  the sale of one well
      during 1998. Average oil and gas prices decreased to $12.13 per barrel and
      $1.71 per Mcf, respectively, for the three months ended September 30, 1998
      from  $17.17  per barrel  and $2.17 per Mcf,  respectively,  for the three
      months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $14,012  (38.0%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease resulted primarily from (i) the decrease in volumes of
      gas sold and (ii) a  decrease  in  production  taxes  associated  with the
      decrease  in gas  sales.  As a  percentage  of oil  and gas  sales,  these
      expenses  increased to 28.1% for the three months ended September 30, 1998
      from 23.9% for the three months ended  September 30, 1997. This percentage
      increase was  primarily  due to the  decrease in the average  price of gas
      sold during the three months ended  September  30, 1998 as compared to the
      three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil and gas  properties
      increased $1,308 (8.6%) for the three months



                                       17
<PAGE>



      ended  September 30, 1998 as compared to the three months ended  September
      30, 1997. As a percentage of oil and gas sales,  this expense increased to
      20.3% for the three  months  ended  September  30,  1998 from 9.9% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily  due to the  decrease in the  average  price of gas sold for the
      three  months  ended  September  30, 1998 as compared to the three  months
      ended September 30, 1997.

      General and administrative  expenses decreased $1,662 (8.8%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 21.2% for the three  months  ended  September  30, 1998 from
      12.3% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                               Nine Months Ended September 30,
                                               -------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $276,145         $496,237
      Oil and gas production expenses             $ 78,532         $ 97,247
      Barrels produced                                  41               90
      Mcf produced                                 144,968          225,390
      Average price/Bbl                           $  13.68         $  21.96
      Average price/Mcf                           $   1.90         $   2.19

      As shown in the table above,  total oil and gas sales  decreased  $220,092
      (44.4%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $176,000   was   related  to  a  decrease  in  volumes  of  gas  sold  and
      approximately  $42,000 was  related to a decrease in the average  price of
      gas sold. Volumes of oil and gas sold decreased 49 barrels and 80,422 Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The decrease in volumes of gas
      sold resulted  primarily  from (i) the normal decline in production due to
      diminishing  reserves and (ii) the sale of one well during  1998.  Average
      oil and gas  prices  decreased  to $13.68  per  barrel  and $1.90 per Mcf,
      respectively, for the nine months ended September 30, 1998 from $21.96 per
      barrel  and  $2.19  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 1997.




                                       18
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $18,715  (19.2%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from (i) the decrease in volumes of
      oil and gas sold and (ii) a decrease in production  taxes  associated with
      the decreases in oil and gas sales,  which decreases were partially offset
      by an increase in general repair and maintenance expenses on several wells
      during the nine months ended  September  30, 1998.  As a percentage of oil
      and gas sales, these expenses increased to 28.4% for the nine months ended
      September  30, 1998 from 19.6% for the nine  months  ended  September  30,
      1997. This  percentage  increase was primarily due to the decreases in the
      average prices of oil and gas sold during the nine months ended  September
      30, 1998 as compared to the nine months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $23,898 (37.6%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted primarily from the decrease in volumes of oil and gas sold during
      the nine months  ended  September  30, 1998 as compared to the nine months
      ended  September  30,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased to 14.4% for the nine months ended  September  30, 1998
      from 12.8% for the nine months ended September 30, 1997.

      General and  administrative  expenses decreased $6,839 (9.8%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 22.9% for the nine months ended September 30, 1998 from 14.1%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.




                                       19
<PAGE>



                          PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

               27.1     Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1982-1   Program's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

               27.2     Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1982-2   Program's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.



                                       20
<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 1982-1 LIMITED
                              PARTNERSHIP
                              DYCO OIL AND GAS PROGRAM 1982-2 LIMITED
                              PARTNERSHIP

                                    (Registrant)

                                    BY:   DYCO PETROLEUM CORPORATION

                                          General Partner


Date:  November 6, 1998             By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 6, 1888             By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                       21
<PAGE>



                              INDEX TO EXHIBITS


NUMBER      DESCRIPTION
- ------      -----------

 27.1       Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1982-1  Limited
            Partnership's  financial statements as of September 30, 1998 and for
            the nine
            months ended September 30, 1998, filed herewith.

 27.2       Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1982-2  Limited
            Partnership's  financial statements as of September 30, 1998 and for
            the nine
            months ended September 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.


<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000718943
<NAME>                             DYCO OIL & GAS PROGRAM 1982-1 LIMITED PSHIP
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                                146,198
<SECURITIES>                                0
<RECEIVABLES>                          22,273
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                      168,471
<PP&E>                             52,499,622
<DEPRECIATION>                     52,434,369
<TOTAL-ASSETS>                        293,351
<CURRENT-LIABILITIES>                   6,376
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                            233,741
<TOTAL-LIABILITY-AND-EQUITY>          293,351
<SALES>                               154,056
<TOTAL-REVENUES>                      158,834
<CGS>                                       0
<TOTAL-COSTS>                         178,859
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                       (20,025)
<INCOME-TAX>                                0
<INCOME-CONTINUING>                   (20,025)
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                          (20,025)
<EPS-PRIMARY>                           (1.98)
<EPS-DILUTED>                               0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000718944
<NAME>                             DYCO OIL & GAS PROGRAM 1982-2 LIMITED PSHIP
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                                 63,829
<SECURITIES>                                0
<RECEIVABLES>                          45,054
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                      108,883
<PP&E>                             38,298,714
<DEPRECIATION>                     38,164,323
<TOTAL-ASSETS>                        261,001
<CURRENT-LIABILITIES>                  11,561
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                            166,521
<TOTAL-LIABILITY-AND-EQUITY>          261,001
<SALES>                               276,145
<TOTAL-REVENUES>                      343,988
<CGS>                                       0
<TOTAL-COSTS>                         181,497
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                       162,491
<INCOME-TAX>                                0
<INCOME-CONTINUING>                   162,491
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                          162,491
<EPS-PRIMARY>                           20.11
<EPS-DILUTED>                               0
        
 

</TABLE>


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