DYCO OIL & GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
10-Q, 2000-11-08
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                    FORM 10-Q


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


For the quarter ended                     Commission File Number
 September 30, 2000                               2-92702    (1985-1)
                                                  2-92702-01 (1985-2)


                          DYCO 1985 OIL AND GAS PROGRAM
                          (TWO LIMITED PARTNERSHIPS)
            (Exact Name of Registrant as specified in its charter)



                                                41-1498087 (1985-1)
         Minnesota                              41-1498086 (1985-2)
(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 1985-1 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                              September 30,    December 31,
                                                   2000            1999
                                              -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 26,341        $ 68,872
   Accrued oil and gas sales                        82,246          55,595
                                                  --------        --------
      Total current assets                        $108,587        $124,467

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                             88,521          98,289

DEFERRED CHARGE                                      9,627           9,627
                                                  --------        --------
                                                  $206,735        $232,383
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  5,063        $  5,053
                                                  --------        --------
      Total current liabilities                   $  5,063        $  5,053

ACCRUED LIABILITY                                 $ 33,938        $ 33,938

PARTNERS' CAPITAL:
   General Partner, 41 general
      partner units                               $  1,677        $  1,934
   Limited Partners, issued and
      outstanding, 4,100 Units                     166,057         191,458
                                                  --------        --------
      Total Partners' capital                     $167,734        $193,392
                                                  --------        --------
                                                  $206,735        $232,383
                                                  ========        ========







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



                                      -2-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                  2000              1999
                                                --------          --------

REVENUES:
   Oil and gas sales                            $122,219           $73,768
   Interest                                        1,150               961
                                                --------           -------
                                                $123,369           $74,729

COSTS AND EXPENSES:
   Oil and gas production                       $ 31,792           $21,140
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   3,339             2,361
   General and administrative
      (Note 2)                                    11,270            11,977
                                                --------           -------
                                                $ 46,401           $35,478
                                                --------           -------

NET INCOME                                      $ 76,968           $39,251
                                                ========           =======
GENERAL PARTNER (1%) - net income               $    770           $   392
                                                ========           =======
LIMITED PARTNERS (99%) - net income             $ 76,198           $38,859
                                                ========           =======
NET INCOME PER UNIT                             $  18.58           $  9.48
                                                ========           =======
UNITS OUTSTANDING                                  4,141             4,141
                                                ========           =======





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



                                      -3-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                  2000              1999
                                                --------          ---------

REVENUES:
   Oil and gas sales                            $325,961           $203,160
   Interest                                        2,628              2,046
                                                --------           --------
                                                $328,589           $205,206

COSTS AND EXPENSES:
   Oil and gas production                       $ 78,532           $ 61,511
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   9,768             12,587
   General and administrative
      (Note 2)                                    38,192             41,505
                                                --------           --------
                                                $126,492           $115,603
                                                --------           --------

NET INCOME                                      $202,097           $ 89,603
                                                ========           ========
GENERAL PARTNER (1%) - net income               $  2,021           $    896
                                                ========           ========
LIMITED PARTNERS (99%) - net income             $200,076           $ 88,707
                                                ========           ========
NET INCOME PER UNIT                             $  48.80           $  21.64
                                                ========           ========
UNITS OUTSTANDING                                  4,141              4,141
                                                ========           ========





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



                                      -4-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                 2000               1999
                                               ---------          --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $202,097          $ 89,603
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 9,768            12,587
      Increase in accrued oil and
        gas sales                              (  26,651)        (  13,142)
      Increase (decrease) in accounts
        payable                                       10         (   1,473)
                                                --------          --------
   Net cash provided by operating
      activities                                $185,224          $ 87,575
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Net cash provided by investing
      activities                                $      -          $      -
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($227,755)        ($103,525)
                                                --------          --------
   Net cash used by financing
      activities                               ($227,755)        ($103,525)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($ 42,531)        ($ 15,950)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            68,872            31,245
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 26,341          $ 15,295
                                                ========          ========







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



                                      -5-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                              September 30,    December 31,
                                                   2000            1999
                                              -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 54,135        $ 40,962
   Accrued oil and gas sales                        32,712          82,496
                                                  --------        --------
      Total current assets                        $ 86,847        $123,458

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                             27,163          33,173

DEFERRED CHARGE                                     16,256          16,256
                                                  --------        --------
                                                  $130,266        $172,887
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  2,160        $  4,647
                                                  --------        --------
      Total current liabilities                   $  2,160        $  4,647

ACCRUED LIABILITY                                 $  3,227        $  3,227

PARTNERS' CAPITAL:
   General Partner, 44 general
      partner units                               $  1,248        $  1,650
   Limited Partners, issued and
      outstanding, 4,330 Units                     123,631         163,363
                                                  --------        --------
      Total Partners' capital                     $124,879        $165,013
                                                  --------        --------
                                                  $130,266        $172,887
                                                  ========        ========




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



                                      -6-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                  2000              1999
                                                --------          -------

REVENUES:
   Oil and gas sales                             $55,288          $41,315
   Interest                                          366              187
                                                 -------          -------
                                                 $55,654          $41,502

COSTS AND EXPENSES:
   Oil and gas production                        $11,095          $14,397
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                     884            1,162
   General and administrative
      (Note 2)                                     7,831           11,406
                                                 -------          -------
                                                 $19,810          $26,965
                                                 -------          -------

NET INCOME                                       $35,844          $14,537
                                                 =======          =======
GENERAL PARTNER (1%) - net income                $   358          $   146
                                                 =======          =======
LIMITED PARTNERS (99%) - net income              $35,486          $14,391
                                                 =======          =======
NET INCOME PER UNIT                              $  8.19          $  3.32
                                                 =======          =======
UNITS OUTSTANDING                                  4,374            4,374
                                                 =======          =======







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



                                      -7-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                  2000              1999
                                                --------          -------

REVENUES:
   Oil and gas sales                            $138,206          $99,371
   Interest                                        1,659              478
   Gain on sale of oil and gas
      properties                                  55,856                -
                                                --------          -------
                                                $195,721          $99,849

COSTS AND EXPENSES:
   Oil and gas production                       $ 30,680          $43,727
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   2,417            4,663
   General and administrative
      (Note 2)                                    27,798           39,742
                                                --------          -------
                                                $ 60,895          $88,132
                                                --------          -------

NET INCOME                                      $134,826          $11,717
                                                ========          =======
GENERAL PARTNER (1%) - net income               $  1,348          $   118
                                                ========          =======
LIMITED PARTNERS (99%) - net income             $133,478          $11,599
                                                ========          =======
NET INCOME PER UNIT                             $  30.82          $  2.68
                                                ========          =======
UNITS OUTSTANDING                                  4,374            4,374
                                                ========          =======






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



                                      -8-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)


                                                  2000              1999
                                                ---------         --------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $134,826          $11,717
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 2,417            4,663
      Gain on sale of oil and gas
        properties                             (  55,856)               -
      (Increase) decrease in accrued oil
        and gas sales                             49,784         ( 12,921)
      Decrease in accounts payable             (   2,487)        (    636)
                                                --------          -------
   Net cash provided by operating
      activities                                $128,684          $ 2,823
                                                --------          -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 59,449          $     -
   Additions to oil and gas properties                 -         (     12)
                                                --------          -------
   Net cash provided (used) by
      investing activities                      $ 59,449         ($    12)
                                                --------          -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($174,960)      $     -
                                                --------          -------
   Net cash used by financing
      activities                               ($174,960)         $     -
                                                --------          -------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 13,173          $ 2,811

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            40,962           26,412
                                                --------          -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 54,135          $29,223
                                                ========          =======



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


                                      -9-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
             DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                   CONDENSED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)


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

      The balance sheets as of September 30, 2000,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 30, 2000 and
      1999  have been  prepared  by Dyco  Petroleum  Corporation  ("Dyco"),  the
      General  Partner of the Dyco Oil and Gas Program 1985-1 and 1985-2 Limited
      Partnerships (individually,  the "1985-1 Program" or the "1985-2 Program",
      as the case may be, or, collectively,  the "Programs"),  without audit. In
      the opinion of  management  all  adjustments  (which  include  only normal
      recurring  adjustments) necessary to present fairly the financial position
      at September 30, 2000, results of operations for the three and nine months
      ended  September 30, 2000 and 1999, and changes in cash flows for the nine
      months ended September 30, 2000 and 1999 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, 1999. The results of operations for the period
      ended September 30, 2000 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.  The 1985-2  Program sold one well during the
      nine  months   ended   September   30,   2000  for  $59,449   representing
      approximately  11% of its total  reserves.  The proceeds  from these sales
      would have  reduced  the net book value of the oil and gas  properties  by
      185%,  significantly altering the 1985-2 Program's capitalized cost/proved
      reserves  relationship.  Accordingly,  capitalized  costs were  reduced by
      approximately  11% and a gain on sale of oil and gas properties of $55,856
      was recognized.

      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 Program's partnership agreement,  Dyco is entitled
      to  receive a  reimbursement  for all  direct  expenses  and  general  and
      administrative, geological and engineering expenses it incurs on behalf of
      the Program. During the three months ended September 30, 2000 and 1999 the
      1985-1  Program  incurred  such  expenses  totaling  $11,270 and  $11,977,
      respectively,  of which $8,661 and $10,710,  respectively,  were paid each
      period to Dyco and its affiliates.  During the nine months ended September
      30,  2000 and 1999 the 1985-1  Program  incurred  such  expenses  totaling
      $38,192  and  $41,505,   respectively,   of  which  $25,983  and  $32,130,
      respectively, were paid each period to Dyco and its affiliates. During the
      three months ended September 30, 2000 and 1999 the 1985-2 Program incurred
      such expenses  totaling $7,831 and $11,406  respectively,  of which $5,142
      and  $10,068,  respectively,  were  paid  each  period  to  Dyco  and  its
      affiliates.  During the nine months ended  September 30, 2000 and 1999 the
      1985-2  Program  incurred  such  expenses  totaling  $27,798 and  $39,742,
      respectively, of which $15,426 and $30,204,  respectively,  were paid each
      period to Dyco and its affiliates.





                                      -11-
<PAGE>



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






                                      -12-
<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.




                                      -13-
<PAGE>





      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.
      Management  believes that cash for ordinary  operational  purposes will be
      provided by current oil and gas production.

      The 1985-2  Program's  Statement  of Cash Flows for the nine months  ended
      September  30,  2000  includes  proceeds  from  the  sale  of oil  and gas
      properties during the second quarter of 2000. These proceeds were included
      in the Program's cash distributions paid in June 2000.


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
      variables affecting the Programs' revenues are the prices received for the
      sale of oil and gas and the volumes of oil and gas produced. The Program's
      production is mainly natural gas, so such pricing and volumes are the most
      significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  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. It is likewise
      difficult  to  predict  production  volumes.  However,  oil  and  gas  are
      depleting  assets,  so it can be  expected  that  production  levels  will
      decline over time. Recent gas prices have been  significantly  higher than
      the  Program's  historical  average.  This is  attributable  to the higher
      prices for crude oil,  a  substitute  fuel in some  markets,  and  reduced
      production due to lower capital investments in 1998 and 1999.





                                      -14-
<PAGE>




      1985-1 PROGRAM

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                       Three Months Ended September 30,
                                       --------------------------------
                                                   2000             1999
                                                 --------          -------
      Oil and gas sales                          $122,219          $73,768
      Oil and gas production expenses            $ 31,792          $21,140
      Barrels produced                                 82               58
      Mcf produced                                 29,942           30,417
      Average price/Bbl                          $  25.18          $ 21.40
      Average price/Mcf                          $   4.01          $  2.38

      As shown in the table  above,  total oil and gas sales  increased  $48,451
      (65.7%) for the three months ended  September  30, 2000 as compared to the
      three months ended September 30, 1999. This increase was primarily related
      to an  increase  in the  average  price of gas sold.  Volumes  of oil sold
      increased 24 barrels,  while volumes of gas sold decreased 475 Mcf for the
      three  months  ended  September  30, 2000 as compared to the three  months
      ended September 30, 1999.  Average oil and gas prices  increased to $25.18
      per barrel and $4.01 per Mcf,  respectively,  for the three  months  ended
      September 30, 2000 from $21.40 per barrel and $2.38 per Mcf, respectively,
      for the three months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $10,652  (50.4%) for the three months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with  the  increase  in oil  and  gas  sales  and  (ii)
      subsurface repair and maintenance expenses incurred on one well during the
      three months ended  September  30,  2000.  As a percentage  of oil and gas
      sales,  these  expenses  decreased  to 26.0%  for the three  months  ended
      September  30, 2000 from 28.7% for the three  months ended  September  30,
      1999.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $978 (41.4%) for the three months ended  September  30, 2000 as
      compared to the three months ended  September 30, 1999.  This increase was
      primarily due to the decreased dollar amount of  depreciation,  depletion,
      and  amortization  charged during the third quarter of 1999 which resulted
      from a  significant  increase  in the  oil  and  gas  prices  used  in the
      valuation of remaining  reserves at September 30, 1999 as compared to June
      30, 1999. As a percentage of oil and gas sales,  this expense decreased to
      2.7% for the three months ended September 30, 2000 from 3.2%



                                      -15-
<PAGE>



      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily  due to the  increases in the average  prices of oil and gas
      sold.

      General and  administrative  expenses  decreased $707 (5.9%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 9.2% for the three months ended September 30, 2000 from 16.2%
      for the three months ended September 30, 1999.  This  percentage  decrease
      was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2000             1999
                                                 --------         --------
      Oil and gas sales                          $325,961         $203,160
      Oil and gas production expenses            $ 78,532         $ 61,511
      Barrels produced                                168              257
      Mcf produced                                101,960          102,719
      Average price/Bbl                          $  26.56         $  14.20
      Average price/Mcf                          $   3.15         $   1.94

      As shown in the table above,  total oil and gas sales  increased  $122,801
      (60.4%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended September 30, 1999. This increase was primarily  related
      to an increase in the  average  price of gas sold.  Volumes of oil and gas
      sold decreased 89 barrels and 759 Mcf,  respectively,  for the nine months
      ended  September  30, 2000 as compared to the nine months ended  September
      30,  1999.  Average oil and gas prices  increased to $26.56 per barrel and
      $3.15 per Mcf, respectively,  for the nine months ended September 30, 2000
      from  $14.20  per  barrel  and $1.94 per Mcf,  respectively,  for the nine
      months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $17,021  (27.7%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with  the  increase  in oil  and  gas  sales  and  (ii)
      subsurface repair and maintenance expenses incurred on one well during the
      nine months  ended  September  30, 2000.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to  24.1%  for the nine  months  ended
      September  30, 2000 from 30.3% for the nine  months  ended  September  30,
      1999. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.




                                      -16-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $2,819 (22.4%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) an upward  revision in the estimate of remaining gas
      reserves at December 31, 1999 and (ii) increases in the oil and gas prices
      used in the  valuation  of  remaining  reserves at  September  30, 2000 as
      compared to September 30, 1999. As a percentage of oil and gas sales, this
      expense  decreased  to 3.0% for the nine months ended  September  30, 2000
      from 6.2% for the nine months ended  September 30, 1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold and the  dollar  decrease  in  depreciation,  depletion,  and
      amortization.

      General and  administrative  expenses decreased $3,313 (8.0%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 11.7% for the nine months ended September 30, 2000 from 20.4%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.

      1985-2 PROGRAM

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   2000             1999
                                                  -------         -------
      Oil and gas sales                           $55,288         $41,315
      Oil and gas production expenses             $11,095         $14,397
      Barrels produced                                325             666
      Mcf produced                                 11,146          10,803
      Average price/Bbl                           $ 30.84         $ 20.95
      Average price/Mcf                           $  4.06         $  2.53

      As shown in the table  above,  total oil and gas sales  increased  $13,973
      (33.8%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $3,000 and $17,000, respectively, were related to increases in the average
      prices of oil and gas sold.  These  increases were  partially  offset by a
      decrease of  approximately  $7,000 related to a decrease in volumes of oil
      sold. Volumes of oil sold decreased 341 barrels, while volumes of gas sold
      increased  343  Mcf for the  three  months  ended  September  30,  2000 as
      compared to the three months  ended  September  30, 1999.  The decrease in
      volumes of oil sold was primarily due to the sale of one significant  well
      during early 2000.



                                      -17-
<PAGE>



      Average  oil and gas prices  increased  to $30.84 per barrel and $4.06 per
      Mcf,  respectively,  for the three  months ended  September  30, 2000 from
      $20.95 per barrel and $2.53 per Mcf,  respectively,  for the three  months
      ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $3,302  (22.9%) for the three  months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999. This decrease was primarily due to the sale of one significant  well
      during early 2000.  As a percentage of oil and gas sales,  these  expenses
      decreased  to 20.1% for the three  months  ended  September  30, 2000 from
      34.8% for the three  months ended  September  30,  1999.  This  percentage
      decrease was primarily  due to the increases in the average  prices of oil
      and gas sold and the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $278 (23.9%) for the three months ended  September  30, 2000 as
      compared to the three months ended  September 30, 1999.  This decrease was
      primarily  due to upward  revisions in the  estimates of remaining oil and
      gas reserves at December 31, 1999,  which decrease was partially offset by
      an increase  primarily due to the decreased dollar amount of depreciation,
      depletion, and amortization charged during the third quarter of 1999 which
      resulted from a significant increase in the oil and gas prices used in the
      valuation of remaining  reserves at September 30, 1999 as compared to June
      30, 1999. As a percentage of oil and gas sales,  this expense decreased to
      1.6% for the three months ended September 30, 2000 from 2.8% for the three
      months ended September 30, 1999.  This  percentage  decrease was primarily
      due to the  increases  in the  average  prices of oil and gas sold and the
      dollar decrease in depreciation, depletion, and amortization.

      General and administrative expenses decreased $3,575 (31.3%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  This  decrease  was  primarily  due to a change  in
      allocation  among the 1985-2  Program  and other  affiliated  programs  of
      indirect  general and  administrative  expenses  reimbursed to the General
      Partner. As a percentage of oil and gas sales, these expenses decreased to
      14.2% for the three  months  ended  September  30, 2000 from 27.6% for the
      three  months  ended  September  30, 1999.  This  percentage  decrease was
      primarily due to the  increases in the average  prices of oil and gas sold
      and the dollar decrease in general and administrative expenses.





                                      -18-
<PAGE>




      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                2000               1999
                                              --------           -------
      Oil and gas sales                       $138,206           $99,371
      Oil and gas production expenses         $ 30,680           $43,727
      Barrels produced                           1,302             2,223
      Mcf produced                              31,073            32,060
      Average price/Bbl                       $  29.00           $ 15.36
      Average price/Mcf                       $   3.23           $  2.03

      As shown in the table  above,  total oil and gas sales  increased  $38,835
      (39.1%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $18,000  and  $37,000,  respectively,  were  related to  increases  in the
      average prices of oil and gas sold.  These increases were partially offset
      by a decrease of approximately $14,000 related to a decrease in volumes of
      oil sold.  Volumes of oil and gas sold  decreased 921 barrels and 987 Mcf,
      respectively,  for the nine months ended September 30, 2000 as compared to
      the nine months ended  September 30, 1999.  The decrease in volumes of oil
      sold was  primarily  due to (i) the sale of one  significant  well  during
      early 2000 and (ii) the  release of stored  production  on one well during
      early  1999  due to  increased  oil  prices.  Average  oil and gas  prices
      increased  to $29.00 per barrel and $3.23 per Mcf,  respectively,  for the
      nine months ended  September 30, 2000 from $15.36 per barrel and $2.03 per
      Mcf, respectively, for the nine months ended September 30, 1999.

      The 1985-2  Program sold one well during the nine months  ended  September
      30, 2000 for $59,449 representing approximately 11% of its total reserves.
      The  proceeds  from this sale would have reduced the net book value of the
      1985-2  Program's oil and gas properties by 185%,  significantly  altering
      the  1985-2  Program's  capitalized   cost/proved  reserves  relationship.
      Accordingly,  capitalized  costs were reduced by  approximately  11% and a
      gain on sale of oil and gas properties of $55,856 was recognized.  No such
      sales occurred during 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $13,047  (29.8%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  decrease  was  primarily  due to (i) a decrease in repair and
      maintenance  expenses and compression expenses incurred on one well during
      the nine months  ended  September  30, 2000 as compared to the nine months
      ended September 30, 1999 and (ii) the



                                      -19-
<PAGE>



      sale of one  significant  well during the nine months ended  September 30,
      2000. As a percentage of oil and gas sales,  these  expenses  decreased to
      22.2% for the nine months ended September 30, 2000 from 44.0% for the nine
      months ended September 30, 1999.  This  percentage  decrease was primarily
      due to the  increase  in the  average  prices  of oil and gas sold and the
      dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $2,246 (48.2%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) upward  revisions in the  estimates of remaining oil
      and gas  reserves at December  31, 1999 and (ii)  increases in the oil and
      gas prices used in the  valuation of remaining  reserves at September  30,
      2000 as compared to  September  30, 1999.  As a percentage  of oil and gas
      sales,  this expense decreased to 1.7% for the nine months ended September
      30, 2000 from 4.7% for the nine months  ended  September  30,  1999.  This
      percentage  decrease  was  primarily  due to the  increases in the average
      prices  of oil and gas  sold  and the  dollar  decrease  in  depreciation,
      depletion, and amortization.

      General and administrative expenses decreased $11,944 (30.1%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September  30,  1999.  This  decrease  was  primarily  due to a change  in
      allocation  among the 1985-2  Program  and other  affiliated  programs  of
      indirect  general and  administrative  expenses  reimbursed to the General
      Partner. As a percentage of oil and gas sales, these expenses decreased to
      20.1% for the nine months ended September 30, 2000 from 40.0% for the nine
      months ended September 30, 1999.  This  percentage  decrease was primarily
      due to the  increase  in oil and gas  sales  and the  dollar  decrease  in
      general and administrative expenses.



                                      -20-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Programs do not hold any market risk sensitive instruments.




                                      -21-
<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   1985-1   Program's
                        financial  statements  as of September  30, 2000 and for
                        the  nine  months  ended   September  30,  2000,   filed
                        herewith.

27.2                    Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1985-2   Program's
                        financial  statements  as of September  30, 2000 and for
                        the  nine  months  ended   September  30,  2000,   filed
                        herewith.

                        All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

            None.





                                      -22-
<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 1985-1 LIMITED
                              PARTNERSHIP
                              DYCO OIL AND GAS PROGRAM 1985-2 LIMITED
                              PARTNERSHIP

                                    (Registrant)


                                    BY: DYCO PETROLEUM CORPORATION

                                          General Partner


Date:  November 8, 2000             By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 8, 2000             By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                      -23-
<PAGE>



                                INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1985-1  Limited
            Partnership's  financial statements as of September 30, 2000 and for
            the nine months ended September 30, 2000, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1985-2  Limited
            Partnership's  financial statements as of September 30, 2000 and for
            the nine months ended September 30, 2000, filed herewith.

            All other exhibits are omitted as inapplicable.



                                      -24-


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