DYCO OIL & GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
10-Q, 1998-08-07
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
   June 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

                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $123,371          $120,049
   Accrued oil and gas sales                      29,690            49,405
                                                --------          --------
      Total current assets                      $153,061          $169,454

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                           77,734            90,100

DEFERRED CHARGE                                   59,627            59,627
                                                --------          --------
                                                $290,422          $319,181
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $  6,585          $ 12,181
                                                --------          --------
      Total current liabilities                 $  6,585          $ 12,181

ACCRUED LIABILITY                               $ 53,234          $ 53,234

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 100 units                    $  2,305          $  2,537
   Limited Partners, issued and
      outstanding, 10,000 units                  228,298           251,229
                                                --------          --------
      Total Partners' capital                   $230,603          $253,766
                                                --------          --------
                                                $290,422          $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                             $35,794           $77,277
   Interest                                        1,472             2,179
                                                 -------           -------
                                                 $37,266           $79,456

COSTS AND EXPENSES:
   Oil and gas production                        $22,284           $30,630
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   5,605             6,237
   General and administrative
      (Note 2)                                    20,558            23,885
                                                 -------           -------
                                                 $48,447           $60,752
                                                 -------           -------

NET INCOME (LOSS)                               ($11,181)          $18,704
                                                 =======           =======
GENERAL PARTNER (1%) - net
   income (loss)                                ($   112)          $   187
                                                 =======           =======
LIMITED PARTNERS (99%) - net
   income (loss)                                ($11,069)          $18,517
                                                 =======           =======
NET INCOME (LOSS) PER UNIT                      ($  1.10)          $  1.85
                                                 =======           =======
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                            $ 87,869          $177,080
   Interest                                        2,992             3,522
                                                --------          --------
                                                $ 90,861          $180,602

COSTS AND EXPENSES:
   Oil and gas production                       $ 43,737          $ 51,393
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  12,046            19,383
   General and administrative
      (Note 2)                                    58,241            64,604
                                                --------          --------
                                                $114,024          $135,380
                                                --------          --------

NET INCOME (LOSS)                              ($ 23,163)         $ 45,222
                                                ========          ========
GENERAL PARTNER (1%) - net
   income (loss)                               ($    232)         $    452
                                                ========          ========
LIMITED PARTNERS (99%) - net
   income (loss)                               ($ 22,931)         $ 44,770
                                                ========          ========
NET INCOME (LOSS) PER UNIT                     ($   2.29)         $   4.48
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                           ($ 23,163)         $ 45,222
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                12,046            19,383
      Decrease in accrued oil and
        gas sales                                 19,715            16,649
      Decrease in accounts payable             (   5,596)        (   1,431)
                                                --------          --------
      Net cash provided by operating
        activities                              $  3,002          $ 79,823
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
      and gas properties                        $    320          $      -
                                                --------          --------
   Net cash provided by investing
      activities                                $    320          $      -
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:

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

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $  3,322          $ 79,823

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           120,049           135,676
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $123,371          $215,499
                                                ========          ========



            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

                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $207,294          $234,351
   Accrued oil and gas sales                      59,984           110,673
                                                --------          --------
      Total current assets                      $267,278          $345,024

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                          151,890           182,488

DEFERRED CHARGE                                   17,727            17,727
                                                --------          --------
                                                $436,895          $545,239
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $  7,159          $  8,568
   Gas imbalance payable                           5,322             5,322
                                                --------          --------
      Total current liabilities                 $ 12,481          $ 13,890

ACCRUED LIABILITY                               $ 82,919          $ 82,919

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 80 units                     $  3,415          $  4,484
   Limited Partners, issued and
      outstanding, 8,000 units                   338,080           443,946
                                                --------          --------
      Total Partners' capital                   $341,495          $448,430
                                                --------          --------
                                                $436,895          $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 JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                             $66,384          $113,745
   Interest                                        1,974             1,629
                                                 -------          --------
                                                 $68,358          $115,374

COSTS AND EXPENSES:
   Oil and gas production                        $22,240          $ 22,443
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   8,965             7,566
   General and administrative
      (Note 2)                                    16,165            18,898
                                                 -------          --------
                                                 $47,370          $ 48,907
                                                 -------          --------

NET INCOME                                       $20,988          $ 66,467
                                                 =======          ========
GENERAL PARTNER (1%) - net income                $   210          $    665
                                                 =======          ========
LIMITED PARTNERS (99%) - net income              $20,778          $ 65,802
                                                 =======          ========
NET INCOME PER UNIT                              $  2.60          $   8.23
                                                 =======          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                            $194,940          $342,429
   Interest                                        5,145             3,988
   Gain on sale of oil and
      gas properties                              60,327                 -
                                                --------          --------
                                                $260,412          $346,417

COSTS AND EXPENSES:
   Oil and gas production                       $ 55,718          $ 60,421
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  23,217            48,423
   General and administrative
      (Note 2)                                    46,012            51,189
                                                --------          --------
                                                $124,947          $160,033
                                                --------          --------

NET INCOME                                      $135,465          $186,384
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  1,355          $  1,864
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $134,110          $184,520
                                                ========          ========
NET INCOME PER UNIT                             $  16.77          $  23.07
                                                ========          ========
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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $135,465          $186,384
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                23,217            48,423
      Gain on sale of oil and gas
        properties                             (  60,327)                -
      Decrease in accrued oil and
        gas sales                                 59,689            63,472
      Decrease in accounts payable             (   1,409)        (   2,076)
                                                --------          --------
      Net cash provided by operating
        activities                              $147,635          $296,203
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 67,708          $  1,686
                                                --------          --------
   Net cash provided by investing
      activities                                $ 67,708          $  1,686
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($242,400)        ($282,800)
                                                --------          --------
   Net cash used by financing
      activities                               ($242,400)        ($282,800)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 27,057)         $ 15,089

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           234,351           208,342
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $207,294          $223,431
                                                ========          ========


            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
                                JUNE 30, 1998
                                  (Unaudited)


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

      The balance sheet as of June 30, 1998,  statements  of operations  for the
      three and six months ended June 30, 1998 and 1997,  and statements of cash
      flows for the six months  ended June 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 June 30,  1998,
      results of operations for the three and six months ended June 30, 1998 and
      1997, and changes in cash flows for the six months ended June 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 June 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  $62,467.
      Accordingly,  capitalized  costs were  reduced by 1.2% with the  remainder
      recorded as Gain of 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 June 30, 1998 and
      1997 the 1982-1  Program  incurred  such  expenses  totaling  $20,558  and
      $23,885,  respectively,  of which $18,615 was paid each period to Dyco and
      its  affiliates.  During the six months  ended June 30,  1998 and 1997 the
      1982-1  Program  incurred  such  expenses  totaling  $58,241 and  $64,604,
      respectively,  of which  $37,230  was  paid  each  period  to Dyco and its
      affiliates.  During  the three  months  ended  June 30,  1998 and 1997 the
      1982-2  Program  incurred  such  expenses  totaling  $16,165 and  $18,898,
      respectively,  of which  $14,610  was  paid  each  period  to Dyco and its
      affiliates.  During the six months ended June 30, 1998 and 1997 the 1982-2
      Program incurred such expenses totaling $46,012 and $51,189, respectively,
      of which $29,220 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 six months ended June
      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 JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                    1998             1997
                                                   -------          -------
      Oil and gas sales                            $35,794          $77,277
      Oil and gas production expenses              $22,284          $30,630
      Barrels produced                                 154              461
      Mcf produced                                  16,340           37,064
      Average price/Bbl                            $ 12.51          $ 19.46
      Average price/Mcf                            $  2.07          $  1.84

      As shown in the table  above,  total oil and gas sales  decreased  $41,483
      (53.7%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997.  Of this  decrease,  approximately  $6,000 and
      $38,000, respectively, were related to decreases in volumes of oil and gas
      sold and  approximately  $1,000 was  related to a decrease  in the average
      price of oil sold, which decreases were partially offset by an increase of
      approximately  $4,000  related to an increase in the average  price of gas
      sold.  Volumes of oil and gas sold  decreased  307 barrels and 20,724 Mcf,
      respectively,  for the three months ended June 30, 1998 as compared to the
      three  months  ended June 30,  1997.  The  decrease in volumes of oil sold
      resulted  primarily  from the sale of one well in 1997.  The  decrease  in
      volumes  of gas sold  resulted  primarily  from  (i)  normal  declines  in
      production due to diminishing  reserves on two wells, (ii) the sale of one
      well during 1997, and (iii)  negative  prior period volume  adjustments on
      three  wells  during the three  months  ended June 30,  1998.  Average oil
      prices  decreased to $12.51 per barrel for the three months ended June 30,
      1998 from  $19.46  per barrel for the three  months  ended June 30,  1997.
      Average gas prices  increased  to $2.07 per Mcf for the three months ended
      June 30, 1998 from $1.84 per Mcf for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $8,346 (27.2%) for the three months ended June
      30,  1998 as  compared  to the three  months  ended  June 30,  1997.  This
      decrease  resulted  primarily from decreased  production  taxes associated
      with the  decrease  in oil and gas sales  and  decreased  lease  operating
      expenses  due to the  decrease  in volumes of oil and gas sold  during the
      three  months  ended June 30, 1998 as compared to the three  months  ended
      June 30, 1997,  which  decreases were  partially  offset by an increase in
      lease  operating  expenses  related  to (i)  an  increase  in  compression
      expenses on one well and (ii) an increase in general repair



                                       14
<PAGE>



      and maintenance expenses on a different well during the three months ended
      June 30,  1998.  As a  percentage  of oil and gas  sales,  these  expenses
      increased to 62.3% for the three months ended June 30, 1998 from 39.6% for
      the three  months  ended  June 30,  1997.  This  percentage  increase  was
      primarily due to the increase in lease operating expenses discussed above.

      Depreciation,  depletion  and  amortization  of  oil  and  gas  properties
      decreased  $632  (10.1%)  for the  three  months  ended  June 30,  1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily  from  decreases in volumes of oil and gas sold during the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  These decreases were partially  offset by an increase  related to a
      decrease  in   the  gas  prices  used  in  the  valuation  of  reserves at
      June 30,  1998 as  compared  to March 31,  1998 and an increase in the gas
      prices used in the  valuation  of reserves at June 30, 1997 as compared to
      March  31,  1997.  As a  percentage  of oil and gas  sales,  this  expense
      increased  to 15.7% for the three months ended June 30, 1998 from 8.1% for
      the three  months  ended  June 30,  1997.  This  percentage  increase  was
      primarily due to the decrease in the  gas  prices  used  in  the valuation
      of reserves at June 30, 1998 as compared to March 31, 1998 and an increase
      in the gas prices used  in the  valuation  of reserves at June 30, 1997 as
      compared to March 31, 1997.

      General and administrative expenses decreased $3,327 (13.9%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. This decrease resulted primarily from decreases in professional fees
      during the three  months  ended  June 30,  1998 as  compared  to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses  increased to 57.4% for the three months ended June 30, 1998 from
      30.9% for the three months ended June 30, 1997. This  percentage  increase
      was primarily due to the decrease in oil and gas sales discussed above.




                                       15
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                    1998             1997
                                                   -------         --------
      Oil and gas sales                            $87,869         $177,080
      Oil and gas production expenses              $43,737         $ 51,393
      Barrels produced                                 343              988
      Mcf produced                                  41,208           68,727
      Average price/Bbl                            $ 13.75         $  20.74
      Average price/Mcf                            $  2.02         $   2.28

      As shown in the table  above,  total oil and gas sales  decreased  $89,211
      (50.4%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this  decrease,  approximately  $13,000 and
      $63,000, respectively, were due to decreases in the volumes of oil and gas
      sold and $2,000 and  $11,000,  respectively,  were due to decreases in the
      average prices of oil and gas sold.  Volumes of oil and gas sold decreased
      645 barrels and 27,519 Mcf,  respectively,  for the six months  ended June
      30, 1998 as compared to the six months ended June 30,  1997.  The decrease
      in volumes  of oil sold  resulted  primarily  from the sale of one well in
      1997.  The  decrease in volumes of gas sold  resulted  primarily  from (i)
      normal  declines  in  production  due to  diminishing  reserves on several
      wells,  (ii) the sale of one well during 1997,  and (iii)  negative  prior
      period volume  adjustments  on four wells during the six months ended June
      30,  1998.  Average oil and gas prices  decreased to $13.75 per barrel and
      $2.02 per Mcf,  respectively,  for the six months ended June 30, 1998 from
      $20.74  per  barrel  and $2.28 per Mcf,  respectively,  for the six months
      ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased $7,656 (14.9%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted  primarily from decreased  production  taxes  associated with the
      decrease in oil and gas sales and decreased lease  operating  expenses due
      to the decrease in volumes of oil and gas sold during the six months ended
      June 30,  1998 as compared to the six months  ended June 30,  1997,  which
      decreases were partially offset by workover  expenses incurred on one well
      during the six months ended June 30, 1998 in order to improve the recovery
      of reserves. As a percentage of oil and gas sales these expenses increased
      to 49.8% for the six  months  ended  June 30,  1998 from 29.0% for the six
      months ended June 30, 1997. This percentage  increase was primarily due to
      the workover expenses discussed above.



                                       16
<PAGE>




      Depreciation,  depletion  and  amortization  of  oil  and  gas  properties
      decreased  $7,337  (37.9%)  for the six  months  ended  June  30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily from the decreases in volumes of oil and gas sold during the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  As a percentage  of oil and gas sales,  this  expense  increased to
      13.7% for the six months ended June 30, 1998 from 10.9% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decreases  in the  average  prices of oil and gas sold for the six  months
      ended June 30, 1998 as compared to the six months ended June 30, 1997.

      General and  administrative  expenses  decreased $6,363 (9.8%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      66.3% for the six months ended June 30, 1998 from 36.5% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      1982-2 PROGRAM

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

                                                 Three Months Ended June 30,
                                                 ---------------------------
                                                   1998              1997
                                                  -------          --------
      Oil and gas sales                           $66,384          $113,745
      Oil and gas production expenses             $22,240          $ 22,443
      Barrels produced                                 10               -
      Mcf produced                                 32,887            68,038
      Average price/Bbl                           $ 12.40          $    -
      Average price/Mcf                           $  2.01          $   1.67

      As shown in the table  above,  total oil and gas sales  decreased  $47,361
      (41.6%)  during the three  months  ended June 30,  1998 as compared to the
      three months ended June 30, 1997. Of this decrease,  approximately $58,000
      was  related to a decrease  in volumes  of gas sold,  which  decrease  was
      partially  offset by an increase of  approximately  $11,000  related to an
      increase in the average price of gas sold.  Volumes of oil sold  increased
      10  barrels  and  volumes of gas sold  decreased  35,151 Mcf for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  The  decrease in volumes of gas sold  resulted  primarily  from (i)
      normal  declines in production due to  diminishing  reserves on two wells,
      (ii) the  sale of one well in 1997,  and  (iii) a  negative  prior  period
      volume  adjustment  on another well during the three months ended June 30,
      1998.



                                       17
<PAGE>



      Average gas prices  increased  to $2.01 per Mcf for the three months ended
      June 30, 1998 from $1.67 per Mcf for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $203 (0.9%) for the three months ended June
      30,  1998 as  compared  to the three  months  ended  June 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 discussed  above,  which  decreases were partially  offset by an
      increase  in general  repair and  maintenance  expenses  on several  wells
      during the three months ended June 30,  1998.  As a percentage  of oil and
      gas sales,  these  expenses  increased to 33.5% for the three months ended
      June 30, 1998 from 19.7% for the three months  ended June 30,  1997.  This
      percentage  increase was primarily  due to the increase in general  repair
      and maintenance expenses discussed above.

      Depreciation,  depletion  and  amortization  of  oil  and  gas  properties
      increased  $1,399  (18.5%)  for the three  months  ended June 30,  1998 as
      compared to the three months ended June 30, 1997.  This increase  resulted
      primarily  from a decrease  in the gas  prices  used in the  valuation  of
      reserves at June 30, 1998 as compared to March 31, 1998 and an increase in
      the gas prices  used in the  valuation  of  reserves  at June 30,  1997 as
      compared to March 31,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased  to 13.5% for the three months ended June 30, 1998 from
      6.7% for the three months ended June 30, 1997.  This  percentage  increase
      was primarily due to the dollar  increase in  depreciation,  depletion and
      amortization discussed above.

      General and administrative expenses decreased $2,733 (14.5%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees during the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses  increased to 24.4% for the three months ended June 30, 1998 from
      16.6% for the three months ended June 30, 1997. This  percentage  increase
      was primarily due to the decrease in oil and gas sales discussed above.




                                       18
<PAGE>




      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $194,940         $342,429
      Oil and gas production expenses             $ 55,718         $ 60,421
      Barrels produced                                  33               84
      Mcf produced                                  97,570          154,627
      Average price/Bbl                           $  14.06         $  22.30
      Average price/Mcf                           $   1.99         $   2.20

      As shown in the table above,  total oil and gas sales  decreased  $147,489
      (43.1%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997.  Of this  decrease,  approximately  $1,000 and
      $126,000,  respectively,  were due to  decreases in volumes of oil and gas
      sold and approximately  $20,000 was due to a decrease in the average price
      of gas sold.  Volumes of oil and gas sold  decreased 51 barrels and 57,057
      Mcf,  respectively,  for the six months ended June 30, 1998 as compared to
      the six months  ended June 30,  1997.  The decrease in volumes of gas sold
      resulted   primarily  from  (i)  normal  declines  in  production  due  to
      diminishing  reserves on two wells, (ii) the sale of one well in 1997, and
      (iii) a negative prior period volume adjustment on another well during the
      six months  ended June 30, 1998.  Average oil and gas prices  decreased to
      $14.06  per  barrel  and $1.99 per Mcf,  respectively,  for the six months
      ended  June  30,   1998  from   $22.30  per  barrel  and  $2.20  per  Mcf,
      respectively, for the six months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $4,703 (7.8%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted  primarily  from (i) the decreases in volumes of oil and gas sold
      and (ii) a decrease in production  taxes  associated  with the decrease in
      oil and gas sales discussed  above;  which decreases were partially offset
      by an increase in general repair and maintenance expenses on several wells
      during the six months ended June 30, 1998.  As a percentage of oil and gas
      sales,  these  production  expenses  increased to 28.6% for the six months
      ended June 30,  1998 from 17.6% for the six  months  ended June 30,  1997.
      This  percentage  increase  was  primarily  due to the increase in general
      repair and maintenance expenses and the decreases in the average prices of
      oil and gas sold during the six months  ended June 30, 1998 as compared to
      the six months ended June 30, 1997.





                                       19
<PAGE>




      Depreciation,  depletion  and  amortization  of  oil  and  gas  properties
      decreased  $25,206  (52.1%)  for the six  months  ended  June 30,  1998 as
      compared to the six months ended June 30,  1997.  This  decrease  resulted
      primarily  from (i) the decrease in volumes of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997 and (ii) an upward  revision in the  estimate  of  remaining  gas
      reserves at December 31, 1997. As a percentage of oil and gas sales,  this
      expense  decreased  to 11.9% for the six months  ending June 30, 1998 from
      14.1% for the six months ended June 30, 1997. This percentage decrease was
      primarily  due to the upward  revision in the  estimate of  remaining  gas
      reserves at December 31, 1997 and the  decreases in the average  prices of
      oil and gas sold during the six months  ended June 30, 1998 as compared to
      the six months ended June 30, 1997.

      General and  administrative  expenses decreased $5,177 (10.1%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  This decrease  resulted  primarily from a decrease in  professional
      fees  during the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997.  As a percentage  of oil and gas sales,  these
      expenses  increased  to 23.6% for the six months  ended June 30, 1998 from
      14.9% for the six months ended June 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales discussed above.







                                       20
<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 June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

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

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.





                                       21
<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:  August 7, 1998        By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  August 7, 1998        By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                       22
<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 June 30, 1998 and for the
            six months ended June 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 June 30, 1998 and for the
            six months ended June 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.





                                       23


<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000718943
<NAME>                         DYCO OIL & GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                            123,371
<SECURITIES>                            0
<RECEIVABLES>                      29,690
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  153,061
<PP&E>                         52,499,561
<DEPRECIATION>                 52,421,827
<TOTAL-ASSETS>                    290,422
<CURRENT-LIABILITIES>               6,585
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                        230,603
<TOTAL-LIABILITY-AND-EQUITY>      290,422
<SALES>                            87,869
<TOTAL-REVENUES>                   90,861
<CGS>                                   0
<TOTAL-COSTS>                     114,024
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                  (23,163)
<INCOME-TAX>                            0
<INCOME-CONTINUING>              (23,163)
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                     (23,163)
<EPS-PRIMARY>                      (2.29)
<EPS-DILUTED>                           0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000718944
<NAME>                         DYCO OIL & GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                            207,294
<SECURITIES>                            0
<RECEIVABLES>                      59,984
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  267,278
<PP&E>                         38,299,693
<DEPRECIATION>                 38,147,803
<TOTAL-ASSETS>                    436,895
<CURRENT-LIABILITIES>              12,481
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                        341,495
<TOTAL-LIABILITY-AND-EQUITY>      436,895
<SALES>                           194,940
<TOTAL-REVENUES>                  260,412
<CGS>                                   0
<TOTAL-COSTS>                     124,947
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   135,465
<INCOME-TAX>                            0
<INCOME-CONTINUING>               135,465
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      135,465
<EPS-PRIMARY>                       16.77
<EPS-DILUTED>                           0
        
 

</TABLE>


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