DYCO OIL & GAS PROGRAM 1984-2
10-Q, 1996-08-06
DRILLING OIL & GAS WELLS
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<PAGE>


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


                               FORM 10-Q


           Quarterly Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934



     For the quarter ended            Commission File Number
        June 30, 1996                      0-13578


                    DYCO OIL AND GAS PROGRAM 1984-2
                        (A LIMITED PARTNERSHIP)
         (Exact Name of Registrant as specified in its charter)



           Minnesota                         41-1479080  
    (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      
                              ----      ----
<PAGE>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                            BALANCE SHEETS
                              (Unaudited)

                                ASSETS
                                         June 30,  December 31,
                                           1996        1995
                                         --------  ------------

CURRENT ASSETS:
  Cash and cash equivalents              $116,825      $ 67,097
  Accrued oil and gas sales, including
   $66,414 due from related parties
   in 1995 (Note 2)                        82,589        75,739
                                         --------      --------
     Total current assets                $199,414      $142,836

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                    489,594       542,563

DEFERRED CHARGE                            27,063        27,063
                                         --------      --------
                                         $716,071      $712,462
                                         ========      ========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                       $  4,095      $  4,875
  Gas imbalance payable                     3,896         3,896
                                         --------      --------
     Total current liabilities           $  7,991      $  8,771

ACCRUED LIABILITY                          14,798        14,798

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 52 units                    6,933         6,889
  Limited Partners, issued and
   outstanding 5,200 units                686,349       682,004
                                         --------      --------
     Total Partners' capital             $693,282      $688,893
                                         --------      --------
                                         $716,071      $712,462
                                         ========      ========

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

                                  -2-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                       STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $82,443 of sales to related
   parties in 1995 (Note 2)              $132,882      $85,969
  Interest                                    491          977
                                         --------      -------
                                         $133,373      $86,946

COST AND EXPENSES:
  Oil and gas production                 $ 21,354      $21,884
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              28,776       42,333
  General and administrative (Note 2)      18,051       18,949
                                         --------      -------
                                         $ 68,181      $83,166
                                         --------      -------

NET INCOME                               $ 65,192      $ 3,780 
                                         ========      =======
GENERAL PARTNER (1%) - net        
  income                                 $    652      $    38 
                                         ========      =======
LIMITED PARTNERS (99%) - net
  income                                 $ 64,540      $ 3,742 
                                         ========      =======
NET INCOME PER UNIT                      $     12      $     1 
                                         ========      =======
UNITS OUTSTANDING                           5,252        5,252
                                         ========      =======

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

                                  -3-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                       STATEMENTS OF OPERATIONS
            FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $153,083 of sales to related
   parties in 1995 (Note 2)              $243,524     $158,447
  Interest                                  1,300        1,645
                                         --------     --------
                                         $244,824     $160,092

COST AND EXPENSES:
  Oil and gas production                 $ 43,752     $ 49,601
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              52,838       75,454
  General and administrative (Note 2)      38,805       39,842
                                         --------     --------
                                         $135,395     $164,897
                                         --------     --------

NET INCOME (LOSS)                        $109,429    ($  4,805)
                                         ========     ========
GENERAL PARTNER (1%) - net        
  income (loss)                          $  1,094    ($     48)
                                         ========     ========
LIMITED PARTNERS (99%) - net
  income (loss)                          $108,335    ($  4,757)
                                         ========     ========
NET INCOME (LOSS) PER UNIT               $     21    ($      1)
                                         ========     ========
UNITS OUTSTANDING                           5,252        5,252
                                         ========     ========


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

                                  -4-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                       STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      $109,429     ($ 4,805)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            52,838       75,454
   (Increase) decrease in accrued oil
     and gas sales                      (   6,850)      22,188
   Increase (decrease) in accounts
     payable                            (     780)         138 
                                         --------      ------- 
   Net cash provided by operating
     activities                          $154,637      $92,975
                                         --------      -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties    $    -       ($28,990)
  Retirements of oil and gas
   properties                                 131          - 
                                         --------      -------
   Net cash provided (used) by  
    investing activities                 $    131     ($28,990)
                                         --------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                    ($105,040)     $   -
                                         --------      -------
   Net cash used by financing
     activities                         ($105,040)     $   -
                                         --------      -------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                            $ 49,728      $63,985

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                      67,097       32,766
                                         --------      -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $116,825      $96,751
                                         ========      =======

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

                                  -5-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                CONDENSED NOTES TO FINANCIAL STATEMENTS
                             JUNE 30, 1996
                              (Unaudited)


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

     The balance sheet as  of June 30, 1996, statements  of operations
     for the  three and six months  ended June 30, 1996  and 1995, and
     statements of  cash flows for the six  months ended June 30, 1996
     and  1995  have  been  prepared  by  Dyco  Petroleum  Corporation
     ("Dyco"), the General  Partner of  the Dyco Oil  and Gas  Program
     1984-2 Limited Partnership (the "Program") without audit.  In the
     opinion of management all  adjustments (which include only normal
     recurring  adjustments) necessary to present fairly the financial
     position  at June 30, 1996,  results of operations  for the three
     and  six months ended June 30, 1996  and 1995 and changes in cash
     flows for the  six months ended June 30, 1996  and 1995 have been
     made.

     Information  and   footnote  disclosures  normally   included  in
     financial  statements  prepared  in  accordance   with  generally
     accepted accounting principles  have been  condensed or  omitted.
     It  is  suggested  that these  financial  statements  be  read in
     conjunction  with  the  financial  statements  and notes  thereto
     included in the Program's Annual Report on Form 10-K for the year
     ended  December  31, 1995.   The  results  of operations  for the
     period  ended June 30, 1996 are not necessarily indicative of the
     results to be expected for the full year.  

     The limited partners' net income  or loss per unit is based  upon
     each $5,000 initial capital contribution.

     OIL AND GAS PROPERTIES
     ----------------------

     Oil  and gas  operations are  accounted for  using the  full cost
     method of  accounting.   All productive and  non-productive costs
     associated with the acquisition, exploration, and  development of
     oil  and  gas  reserves  are  capitalized.    In  the  event  the
     unamortized  cost  of  oil  and gas  properties  being  amortized
     exceeds the full cost  ceiling (as defined by the  Securities and
     Exchange Commission),  the excess  is charged  to expense  in the
     period during  which such excess  occurs.  At  June 30, 1995  the
     unamortized cost of oil and gas properties exceeded the full cost
     ceiling by $122,684.   This excess was charged to  expense during
     the six months ended June 30, 1995.   No such valuation allowance
     was incurred  during the six  months ended June 30,  1996.  Sales
     and abandonments  of properties are accounted  for as adjustments
     of capitalized costs with no gain or loss recognized, unless such
     adjustments  would significantly  alter the  relationship between
     capitalized costs and proved oil and gas reserves.

     The provision  for depreciation,  depletion, and  amortization of
     oil  and gas properties is calculated by dividing the oil and gas
     sales  dollars  during the  year  by the  estimated  future gross
     income from the oil and gas properties and applying the resulting
     rate to the  net remaining costs of  oil and gas properties  that
     have been capitalized, plus estimated future development costs.

                                  -6-
<PAGE>
<PAGE>
2.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     Under  the terms of the  Program's partnership agreement, Dyco is
     entitled to receive  a reimbursement for all  direct expenses and
     general  and administrative, geological  and engineering expenses
     it incurs  on behalf  of the Program.   During  the three  months
     ended  June 30, 1996 and  1995 such expenses  totaled $18,051 and
     $18,949, respectively, of which $14,118  and $14,118 were paid to
     Dyco.   During the six months  ended June 30, 1996  and 1995 such
     expenses  totaled  $38,805 and  $39,842,  respectively,  of which
     $28,236 and $28,236 were paid to Dyco.  

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

     The  Program sold  gas at  market prices  to Premier  Gas Company
     ("Premier")  and Premier then resold such gas to third parties at
     market prices.   Premier was  an affiliate of  the Program  until
     December  6, 1995.   During the three months  ended June 30, 1995
     these  sales totaled $82,443.   During the six  months ended June
     30, 1995 these  sales totaled  $153,083.  At  December 31,  1995,
     accrued oil and gas sales included $66,414 due from Premier.

                                  -7-
<PAGE>
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


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

     Net  proceeds  from  the  Program's  operations  less   necessary
     operating  capital are  distributed to  investors on  a quarterly
     basis.   The net proceeds  from production are  not reinvested in
     productive assets, except to the extent that producing  wells are
     improved or where  methods are employed to permit  more efficient
     recovery of  the  Program's  reserves which  would  result  in  a
     positive  economic impact.    Over the  last  several years,  the
     domestic  energy industry  and  the Program  have contended  with
     volatile, but generally low,  oil and gas prices.  Over  the past
     few years,  the oil and  gas market  appears to  have moved  from
     periods  of relative  stability in  supply and  demand to  excess
     supply  or weakened  demand.    These  trends  have  led  to  the
     volatility in pricing and demand noted over the past years.

     The Program's available capital from subscriptions has been spent
     on  oil and  gas drilling activities.   There  should not  be any
     further material capital resource commitments in the future.  The
     Program  has  no bank  debt  commitments.   Cash  for operational
     purposes will be provided by current oil and gas production.

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

     THREE MONTHS ENDED JUNE  30, 1996 AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1995.
                                      Three months ended June 30,
                                      ---------------------------
                                          1996            1995
                                        --------         -------
      Oil and gas sales                 $132,882         $85,969
      Oil and gas production expenses   $ 21,354         $21,884
      Barrels produced                       111             104
      Mcf produced                        64,559          61,710
      Average price/Bbl                 $  20.62         $ 17.73
      Average price/Mcf                 $   2.02         $  1.36
 
     As  shown in  the  table, oil  and  natural gas  sales  increased
     $46,913  (54.6%)  for the  three months  ended  June 30,  1996 as
     compared  to the  three  months ended  June  30, 1995.    Of this
     increase,  $40,729 was  related  to the  increase in  the average
     price of natural gas sold and  $5,755 was related to the increase
     in  the volumes of natural gas sold.   Volumes of oil and natural
     sold increased  7 barrels  and 2,849  Mcf, respectively,  for the
     three months ended June 30, 1996 as compared to the three  months
     ended  June 30,  1995.    Average  oil  and  natural  gas  prices
     increased to $20.62 per  barrel and $2.02 per Mcf,  respectively,
     for the three  months ended June 30, 1996 from  $17.73 per barrel
     and  $1.36 per Mcf, respectively, for the three months ended June
     30, 1995.  

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production  taxes) remained relatively  constant for
     the three months  ended June 30,  1996 as  compared to the  three
     months  ended June  30, 1995.   As  a percentage  of oil  and gas

                                  -8-
<PAGE>
<PAGE>
     sales, these expenses  decreased to  16.1% for  the three  months
     ended  June 30, 1996 from  25.5% for the  three months ended June
     30,  1995.   This percentage  decrease was  primarily due  to the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three  months ended June 30,  1996 as compared to  the
     three months ended June 30, 1995.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties decreased $13,557 for the  three months ended June 30,
     1996  as compared to the three months  ended June 30, 1995.  This
     decrease  was primarily the result  of an upward  revision in the
     estimate  of  the Program's  remaining  natural  gas reserves  at
     December 31,  1995.  As a  percentage of oil and  gas sales, this
     expense  decreased to 21.7% for  the three months  ended June 30,
     1996 from 49.2% for the  three months ended June 30, 1995.   This
     percentage decrease  was primarily due to the  upward revision in
     the  remaining natural  gas reserves  as discussed above  and the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the  three months ended June  30, 1996 as  compared to the
     three months ended June 30, 1995.

     General  and administrative  expenses  decreased $898  during the
     three months ended June 30, 1996 as compared to the  three months
     ended June 30, 1995.  As a percentage of oil and gas sales, these
     expenses decreased to 13.6%  for the three months ended  June 30,
     1996 from 22.0%  for the three months ended June  30, 1995.  This
     percentage decrease was primarily the  result of the increases in
     the  average prices of oil and  natural gas sold during the three
     months ended June 30, 1996 as compared to the three months  ended
     June 30, 1995.

     SIX MONTHS  ENDED JUNE  30, 1996  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1995.
                                       Six months ended June 30,
                                      ---------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $243,524        $158,447
      Oil and gas production expenses   $ 43,752        $ 49,601
      Barrels produced                       237             214
      Mcf produced                       123,471         119,302
      Average price/Bbl                 $  19.22        $  17.21
      Average price/Mcf                 $   1.94        $   1.30

     As  shown in  the  table, oil  and  natural gas  sales  increased
     $85,077  (53.7%)  for  the six  months  ended  June  30, 1996  as
     compared  to  the  six  months  ended June  30,  1995.    Of this
     increase,  $76,353 was  related to  the  increase in  the average
     price of natural gas sold and $8,088  was related to the increase
     in the volumes  of natural gas sold.  Volumes  of oil and natural
     sold  increased 23 barrels  and 4,169 Mcf,  respectively, for the
     six months  ended June  30, 1996  as compared to  the six  months
     ended  June 30,  1995.    Average  oil  and  natural  gas  prices
     increased to $19.22  per barrel and $1.94  per Mcf, respectively,
     for the six months ended June 30, 1996 from $17.21 per barrel and
     $1.30  per Mcf, respectively, for  the six months  ended June 30,
     1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and  production taxes)  decreased  $5,849  for the  six
     months ended  June 30, 1996  as compared to the  six months ended

                                  -9-
<PAGE>
<PAGE>
     June  30,  1995.   This decrease  resulted  primarily from  (i) a
     decrease  in compression  expenses  on one  well  during the  six
     months ended June  30, 1996 as compared  to the six  months ended
     June 30, 1995 and (ii) a decrease in ad valorem taxes on one well
     during the six months ended June  30, 1996 as compared to the six
     months  ended June  30, 1995.   As  a percentage  of oil  and gas
     sales, these expenses decreased to 18.0% for the six months ended
     June 30, 1996 as compared 31.3% for the six months ended June 30,
     1995.  This percentage decrease was primarily due to the decrease
     in compression expenses and ad valorem  taxes mentioned above and
     the increases in the average  prices of oil and natural gas  sold
     during the  six months ended June 30, 1996 as compared to the six
     months ended June 30, 1995.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties decreased $22,616  for the six  months ended June  30,
     1996 as  compared to the  six months ended  June 30, 1995.   This
     decrease  was primarily the result  of an upward  revision in the
     estimate  of  the Program's  remaining  natural  gas reserves  at
     December 31,  1995.  As a  percentage of oil and  gas sales, this
     expense decreased to 21.7% for the six months ended June 30, 1996
     from  47.6%  for  the  six months  ended  June  30,  1995.   This
     percentage decrease was  primarily due to the  upward revision in
     the  remaining natural gas  reserves as  discussed above  and the
     increases  in  the average  prices of  oil  and natural  gas sold
     during the six months ended June  30, 1996 as compared to the six
     months ended June 30, 1995.

     General and  administrative expenses decreased  $1,037 during the
     six months  ended June  30, 1996  as compared to  the six  months
     ended June 30, 1995.  This dollar decrease was primarily due to a
     decrease in printing  and postage expenses during  the six months
     ended June 30, 1996.  As a percentage of oil and gas sales, these
     expenses decreased to  15.9% for  the six months  ended June  30,
     1996 from  25.1% for the  six months ended  June 30, 1995.   This
     percentage decrease was primarily the  result of the increases in
     the average  prices of oil  and natural  gas sold during  the six
     months ended June  30, 1996 as compared  to the six months  ended
     June 30, 1995.

                                 -10-
<PAGE>
<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 Program's
                    financial statements  as of June 30,  1996 and for
                    the  six  months   ended  June  30,  1996,   filed
                    herewith.

     (b)  Reports on Form 8-K

          None

                                 -11-
<PAGE>
<PAGE>
                              SIGNATURES


Pursuant to the requirements  of the Securities Exchange Act  of 1934,
the Registrant has duly caused this  report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                         DYCO OIL AND GAS PROGRAM 1984-2 LIMITED
                         PARTNERSHIP

                              (Registrant)


                         By:  DYCO PETROLEUM CORPORATION

                              General Partner




Date:  August 6, 1996    By:        /s/Dennis R. Neill
                            -----------------------------------
                                   (Signature)
                                   Dennis R. Neill
                                   President



Date:  August 6, 1996    By:        /s/Drew S. Phillips
                            -----------------------------------
                                   (Signature)
                                   Drew S. Phillips
                                   Chief Financial Officer



                                 -12-
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------


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

27.1      Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1984-2 Limited Partnership's financial statements as of June
          30, 1996  and for the six months  ended June 30, 1996, filed
          herewith.



                                 -13-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000725262
<NAME> DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         116,825
<SECURITIES>                                         0
<RECEIVABLES>                                   82,589
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               199,414
<PP&E>                                      23,996,225
<DEPRECIATION>                              23,506,631
<TOTAL-ASSETS>                                 716,071
<CURRENT-LIABILITIES>                            7,991
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     693,282
<TOTAL-LIABILITY-AND-EQUITY>                   716,071
<SALES>                                        243,524
<TOTAL-REVENUES>                               244,824
<CGS>                                                0
<TOTAL-COSTS>                                  135,395
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                109,429
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            109,429
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   109,429
<EPS-PRIMARY>                                    21.00
<EPS-DILUTED>                                        0
        

</TABLE>


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