DYCO OIL & GAS PROGRAM 1984-2
10-Q, 1997-05-05
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
         March 31, 1997                    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
                                         March 31,   December 31,
                                           1997          1996
                                        ----------   ------------

CURRENT ASSETS:
  Cash and cash equivalents               $ 45,566      $ 48,768
  Accrued oil and gas sales                 55,591        88,047
                                          --------      --------
     Total current assets                 $101,157      $136,815

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                     464,524       494,608

DEFERRED CHARGE                             30,457        30,457
                                          --------      --------
                                          $596,138      $661,880
                                          ========      ========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                        $  5,603      $  5,971
  Gas imbalance payable                      6,143         6,143
                                          --------      --------
     Total current liabilities            $ 11,746      $ 12,114

ACCRUED LIABILITY                           12,699        12,699

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 52 units                     5,718         6,371
  Limited Partners, issued and
   outstanding, 5,200 units                565,975       630,696
                                          --------      --------
     Total Partners' capital              $571,693      $637,067
                                          --------      --------
                                          $596,138      $661,880
                                          ========      ========

                 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 MARCH 31, 1997 AND 1996
                              (Unaudited)


                                           1997         1996
                                         --------     --------

REVENUES:
  Oil and gas sales                      $112,626     $110,642
  Interest                                    614          809
                                         --------     --------
                                         $113,240     $111,451

COST AND EXPENSES:
  Oil and gas production                 $ 24,238     $ 22,398
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              25,209       24,062
  General and administrative (Note 2)      24,127       20,754
                                         --------     --------
                                         $ 73,574     $ 67,214
                                         --------     --------

NET INCOME                               $ 39,666     $ 44,237 
                                         ========     ========
GENERAL PARTNER (1%) - net        
  income                                 $    397     $    442 
                                         ========     ========
LIMITED PARTNERS (99%) - net
  income                                 $ 39,269     $ 43,795 
                                         ========     ========
NET INCOME PER UNIT                      $   7.55     $   8.42 
                                         ========     ========
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 CASH FLOWS
          FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                              (Unaudited)

                                           1997         1996
                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $ 39,666     $ 44,237 
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            25,209       24,062
   Decrease in accrued oil and gas
     sales                                 32,456        4,585
   Decrease in accounts payable         (     368)   (     161)
                                         --------     -------- 
   Net cash provided by operating
     activities                          $ 96,963     $ 72,723
                                         --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of oil and
   gas properties                        $  4,875     $    131
                                         --------     --------
   Net cash provided by investing
    activities                           $  4,875     $    131 
                                         --------     --------

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

NET DECREASE IN CASH AND CASH
  EQUIVALENTS                           ($  3,202)   ($ 32,186)

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                      48,768       67,097
                                         --------     --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $ 45,566     $ 34,911
                                         ========     ========

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

                                  -4-
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                CONDENSED NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 1997
                              (Unaudited)


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

     The  balance sheet as of March 31, 1997, statements of operations
     for  the  three  months  ended  March  31,  1997  and  1996,  and
     statements of cash  flows for  the three months  ended March  31,
     1997 and 1996  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  March 31, 1997, results  of operations for
     the  three months  ended March 31,  1997 and 1996  and changes in
     cash flows for  the three  months ended March  31, 1997 and  1996
     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, 1996.   The  results  of operations  for the
     period ended March 31, 1997 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 Program's 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
     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.

     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.

                                  -5-
<PAGE>
<PAGE>
2.   TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     Under  the terms of the  Program's partnership agreement, Dyco is
     entitled to receive  a reimbursement for all  direct expenses and
     general  and administrative, geological  and engineering expenses
     it incurs  on behalf  of the Program.   During  the three  months
     ended March 31, 1997  and 1996 such expenses totaled  $24,127 and
     $20,754, respectively, of which $14,118  was paid each quarter to
     Dyco and its affiliates.  

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

                                  -6-
<PAGE>
<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 Program.

     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, or otherwise indicated.

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

     Net   proceeds  from  the  Program's  operations  less  necessary
     operating  capital are  distributed to  investors on  a quarterly
     basis.   The net proceeds  from production are  not reinvested in
     productive assets, except to the  extent that producing wells are
     improved or where methods are  employed to permit more  efficient
     recovery  of the  Program's  reserves  which  would result  in  a
     positive economic impact.  

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

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

     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 Program's  revenues is the
     prices received for the  sale of oil and gas.   Predicting future
     prices is very difficult.  Substantially all of the Program's gas

                                  -7-
<PAGE>
<PAGE>
     reserves are being sold in 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.  In addition, such spot market sales are generally short-
     term  in  nature   and  are  dependent  upon   the  obtaining  of
     transportation services  provided  by pipelines.   Management  is
     unable  to predict  whether future  oil and  gas prices  will (i)
     stabilize, (ii) increase, or (iii) decrease.

     THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO THE THREE MONTHS
     ENDED MARCH 31, 1996.
                                       Three months ended March 31,
                                       ----------------------------
                                          1997            1996
                                        --------        --------
      Oil and gas sales                 $112,626        $110,642
      Oil and gas production expenses   $ 24,238        $ 22,398
      Barrels produced                        76             126
      Mcf produced                        41,901          58,912
      Average price/Bbl                 $  21.82        $  17.99
      Average price/Mcf                 $   2.65        $   1.84
 
     As shown in  the table above,  total oil and  gas sales  remained
     relatively  constant for the three months ended March 31, 1997 as
     compared to  the three  months ended March  31, 1996.   While the
     average prices of oil and gas sold increased for the three months
     ended March 31, 1997 as compared to  the three months ended March
     31, 1996, any resulting increase in oil and gas  sales was offset
     by decreases in volumes of oil and gas sold.   Volumes of oil and
     gas sold decreased  50 barrels and 17,011 Mcf,  respectively, for
     the three months ended  March 31, 1997 as  compared to the  three
     months ended March 31, 1996.  The decrease in volumes of gas sold
     resulted  primarily from a  normal decline  in production  due to
     diminished gas reserves on one well.  Average oil and  gas prices
     increased to $21.82 per  barrel and $2.65 per Mcf,  respectively,
     for the three  months ended March 31, 1997 from $17.99 per barrel
     and $1.84 per Mcf, respectively, for the three months ended March
     31, 1996.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  increased $1,840 (8.2%)  for the
     three months ended March 31, 1997 as compared to the three months
     ended March 31, 1996.   This increase resulted primarily  from an
     increase in general repairs  and maintenance expenses incurred on
     one well during the three months ended March 31, 1997 as compared
     to the three months ended March 31, 1996.  As a percentage of oil
     and  gas sales,  these expenses  remained relatively  constant at
     21.5% for  the three months ended  March 31, 1997 as  compared to
     20.2% for the three months ended March 31, 1996.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties  increased $1,147  (4.8%) for  the three  months ended
     March 31, 1997 as  compared to the three  months ended March  31,
     1996.   This increase resulted  primarily from a  decrease in the
     gas  price used in  the valuation of reserves  at March 31, 1997,
     partially  offset by  decreases in  volumes of  oil and  gas sold
     during the three months  ended March 31, 1997 as  compared to the
     three months  ended March 31, 1996.   As a percentage  of oil and
     gas sales,  these expenses remained relatively  constant at 22.4%
     for the three  months ended March 31,  1997 as compared to  21.7%
     for the three months ended March 31, 1996.

                                  -8-
<PAGE>
<PAGE>
     General and administrative expenses increased $3,373 (16.3%)  for
     the  three months ended March  31, 1997 as  compared to the three
     months  ended March 31,  1996.  This  increase resulted primarily
     from an  increase in  professional fees  during the three  months
     ended March 31, 1997 as compared to  the three months ended March
     31, 1996.  As a  percentage of oil and gas sales,  these expenses
     increased  to 21.4% for  the three months  ended March   31, 1997
     from  18.8% for  the three  months ended  March  31, 1996.   This
     percentage increase was  primarily due to the  dollar increase in
     general and administrative expenses discussed above.

                                  -9-
<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  March 31, 1997 and for
                    the  three  months  ended  March 31,  1997,  filed
                    herewith.

                    All other exhibits are omitted as inapplicable.

     (b)  Reports on Form 8-K for the first quarter of 1997.

          Date of event:                January 24, 1997
          Date filed with SEC:          January 24, 1997
          Item Included:
               Item 5 - Other Events

                                 -10-
<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:  May 5, 1997           By:        /s/Dennis R. Neill
                                 -------------------------------
                                        (Signature)
                                        Dennis R. Neill
                                        President



Date:  May 5, 1997           By:        /s/Patrick M. Hall
                                 -------------------------------
                                        (Signature)
                                        Patrick M. Hall
                                        Chief Financial Officer

                                 -11-
<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
          March  31, 1997  and for  the three  months ended  March 31,
          1997, filed herewith.

          All other exhibits are omitted as inapplicable.
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000725262
<NAME> DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          45,566
<SECURITIES>                                         0
<RECEIVABLES>                                   55,591
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               101,157
<PP&E>                                      23,988,434
<DEPRECIATION>                              23,523,910
<TOTAL-ASSETS>                                 596,138
<CURRENT-LIABILITIES>                           11,746
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     571,693
<TOTAL-LIABILITY-AND-EQUITY>                   596,138
<SALES>                                        112,626
<TOTAL-REVENUES>                               113,240
<CGS>                                                0
<TOTAL-COSTS>                                   73,574
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 39,666
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             39,666
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    39,666
<EPS-PRIMARY>                                     7.55
<EPS-DILUTED>                                        0
        

</TABLE>


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