DYCO OIL & GAS PROGRAM 1986-2
10-Q/A, 1995-08-28
DRILLING OIL & GAS WELLS
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<PAGE>

                                                                      
       
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


                          AMENDMENT NO. 1 TO
                               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, 1995                           0-16488 (1986-2)



                    DYCO OIL AND GAS PROGRAM 1986-2
                        (A LIMITED PARTNERSHIP)
         (Exact Name of Registrant as specified in its charter)


            Minnesota                             41-1529976  
 (State or other jurisdiction           (I.R.S. Employer Identification
of incorporation or organization)                   Number)




          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>
                    DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)

                                          ASSETS

                                                       March 31,  December 31,
                                                          1995        1994    
                                                       ---------  ------------
          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $ 24,311      $ 21,615 
             Accrued oil and gas sales, including
               $28,560 and $30,011 due from
               related parties (Note 2) . . . . . .      35,424        41,509 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $ 59,735      $ 63,124 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     252,805       268,130 

          DEFERRED CHARGE . . . . . . . . . . . . .      40,024        40,024 
                                                       --------      -------- 
                                                       $352,564      $371,278 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $  6,759      $  5,577 
             Gas imbalance payable  . . . . . . . .       1,060         1,060 
                                                       --------      -------- 
                Total current liabilities . . . . .    $  7,819      $  6,637 

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding
               21 units . . . . . . . . . . . . . .       3,448         3,647 
             Limited Partners, issued and outstanding, 
               2,020 units  . . . . . . . . . . . .     341,297       360,994 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $344,745      $364,641 
                                                       --------      -------- 
                                                       $352,564      $371,278 
                                                       ========      ======== 

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

                                                  -2-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
          
          REVENUES:
             Oil and gas sales, including
               $54,525 and $78,104 of sales
               to related parties (Note 2)  . . . .      $82,394     $112,575 
             Interest . . . . . . . . . . . . . . .          265          161 
                                                         -------     -------- 
                                                         $82,659     $112,736 
                                                         -------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .      $34,955     $ 28,192 
             Depreciation, depletion, and amortization
               of oil and gas properties  . . . . .       16,780       31,481 
             General and administrative (Note 2)  .       10,000        9,685 
                                                         -------     -------- 
                                                         $61,735     $ 69,358 
                                                         -------     -------- 
          NET INCOME  . . . . . . . . . . . . . . .      $20,924     $ 43,378 
                                                         =======     ======== 
          GENERAL PARTNER (1%) - net income . . . .      $   209     $    434 
                                                         =======     ======== 
          LIMITED PARTNERS (99%) - net income   . .      $20,715     $ 42,944 
                                                         =======     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .      $    10     $     21 
                                                         =======     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        2,041        2,041 
                                                         =======     ======== 

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

                                                  -3-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------   ----------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income   . . . . . . . . . . . . .      $20,924     $ 43,378 
             Adjustments to reconcile net income to    
               net cash provided by operating activities:
               Depreciation, depletion, and amortization
                of oil and gas properties . . . . .       16,780       31,481 
               Increase in accounts receivable  . .          -      (  10,257)
               Decrease in accrued oil and gas sales       6,085        1,963 
               Increase (decrease) in accounts payable     1,182    (     461)
                                                         -------     -------- 
                Net cash provided by operating 
                 activities                              $44,971     $ 66,104 
                                                         -------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .     ($ 1,455)    $    -   
             Retirements of oil and gas properties           -         17,633 
                                                         -------     -------- 
                Net cash (used) provided by investing 
                  activities  . . . . . . . . . . .     ($ 1,455)    $ 17,633 
                                                         -------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .     ($40,820)   ($ 40,820)
                                                         -------     -------- 
                Net cash used by financing activities   ($40,820)   ($ 40,820)
                                                         -------     -------- 

          NET INCREASE IN CASH AND CASH EQUIVALENTS      $ 2,696     $ 42,917 

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
          PERIOD                                          21,615       14,757 
                                                         -------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD     $24,311     $ 57,674 
                                                         =======     ======== 

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

                                                  -4-
<PAGE>
<PAGE>
                  DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
                        CONDENSED NOTES TO FINANCIAL STATEMENTS
                                     MARCH 31, 1995
                                      (Unaudited)

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

             The  balance  sheets   as  of  March  31,  1995,  statements   of
             operations for  the three months ended  March 31,  1995 and 1994,
             and  statements of cash  flows for  the three  months ended March
             31,  1995  and  1994  have   been  prepared  by   Dyco  Petroleum
             Corporation ("Dyco"),  the General Partner  of the  Dyco Oil  and
             Gas Program 1986-2  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, 1995, and results  of
             operations and changes in cash flows  for the three months  ended
             March 31, 1995 and 1994 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, 1994.  The results of operations for  the
             period  ended March  31, 1995  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.   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. 

                                            -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, 1995 and 1994  such expenses totaled $10,000  and
             $9,685, respectively,  of which  $7,341 and $7,341  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 sells gas  at market  prices to  Premier Gas Company
             ("Premier"),  a  Division  of  Samson  Natural  Gas Company,  and
             Premier  may then  resell such  gas  to  third parties  at market
             prices.  During the  three months ended March  31, 1995 and  1994
             these sales totaled $54,525 and $78,104, respectively.  At  March
             31, 1995  accrued oil  and gas  sales included  $28,560 due  from
             Premier.

                                            -6-
<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.

               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 MARCH  31, 1995 AS COMPARED TO  THE THREE
               MONTHS ENDED MARCH 31, 1994.
                                                 Three Months ended March 31, 
                                                 ---------------------------- 
                                                     1995         1994     
                                                     ----         ----     
                  Oil and gas sales                $82,394      $112,575   
                  Oil and gas production expenses  $34,955      $ 28,192   
                  Barrels produced                   1,783         2,133   
                  Mcf produced                      39,970        39,910   
                  Average price/Bbl                $ 18.48      $  16.84   
                  Average price/Mcf                $  1.24      $   1.92   

               As shown in the  table, oil and natural gas  sales decreased
               26.8%  for the three months ended March 31, 1995 as compared
               to the three months ended March 31, 1994.  This decrease was
               due  primarily to a decrease in the average price of natural
               gas sold and a decrease in the volume of oil sold, partially
               offset  by an  increase in  the average  price of  oil sold.
               Volumes of oil sold  decreased by 350 barrels for  the three
               months  ended March 31, 1995 as compared to the three months
               ended  March 31,  1994, while  volumes of  natural gas  sold
               remained  relatively constant  for  the  similar periods  of
               comparison.   Average natural gas prices  decreased to $1.24
               per Mcf for the three months ended March 31, 1995 from $1.92
               per Mcf for  the three  months ended March  31, 1994,  while
               average oil prices  increased to $18.48  per barrel for  the
               three months ended March 31, 1995 from $16.84 per barrel for
               the three months ended March 31, 1994.  

                                            -7-
<PAGE>
<PAGE>
               Oil and gas  production expenses (including lease  operating
               expenses  and  production  taxes) increased  $6,763  for the
               three months ended March  31, 1995 as compared to  the three
               months ended March  31, 1994.   This increase was  primarily
               due  to workover charges on  a well during  the three months
               ended March  31, 1995 to  improve the recovery  of reserves.
               As  a  percentage  of  oil  and gas  sales,  these  expenses
               increased to 42.4% for the three months ended March 31, 1995
               from 25.0% for the three months ended March 31, 1994.   This
               percentage increase was primarily due to the dollar increase
               in production  expenses as discussed above  and the decrease
               in the average price of  natural gas sold, partially  offset
               by an increase in  the average price of oil sold  during the
               three months ended March  31, 1995 as compared to  the three
               months ended March 31, 1994.

               Depreciation, depletion,  and  amortization of  oil and  gas
               properties  decreased $14,701  for  the  three months  ended
               March 31, 1995 as  compared to the three months  ended March
               31,  1994.    This decrease  was  primarily  a  result of  a
               significant upward revision in the estimate of the Program's
               remaining  oil and natural gas reserves.  As a percentage of
               oil and gas sales,  this expense decreased to 20.4%  for the
               three months ended March  31, 1995 from 28.0% for  the three
               months ended March 31,  1994.  This percentage  decrease was
               primarily a  result of the dollar  decrease in depreciation,
               depletion, and  amortization expense as discussed  above and
               an  increase in  the average  price of  oil  sold, partially
               offset by the decrease  in the average price of  natural gas
               sold  during  the  three  months  ended  March 31,  1995  as
               compared to the three months ended March 31, 1994.

               General  and  administrative  expenses  remained  relatively
               constant  for  the  three months  ended  March  31, 1995  as
               compared to the  three months ended  March 31,  1994.  As  a
               percentage of oil and gas sales, these expenses increased to
               12.1%  for the three months ended March 31, 1995 as compared
               to  8.6% for  the three months  ended March 31,  1994.  This
               percentage increase was primarily due to the decrease in the
               average price  of natural gas sold, partially  offset by the
               increase in the average  price of oil sold during  the three
               months  ended March 31, 1995 as compared to the three months
               ended March 31, 1994.

                                            -8-
<PAGE>
<PAGE>
                             PART II:  OTHER INFORMATION


          ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits 

                    None

               (b)  Reports on Form 8-K

                    None

                                           -9-
<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 1986-2 LIMITED
                                   PARTNERSHIP

                                                (Registrant)


                                   By:  DYCO PETROLEUM CORPORATION

                                        General Partner



Date:     August 28, 1995          By:  /s/Dennis  R. Neill

                                        -------------------------
                                              (Signature)
                                        Dennis R. Neill
                                        Senior Vice President


Date:     August 28, 1995         By:  /s/Patrick M. Hall      

                                       ------------------------------
                                             (Signature)
                                             Patrick M. Hall
                                             Senior Vice President -
                                             Controller
                                             Principal Accounting Officer

                                           -10-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000778961
<NAME> DYCO OIL AND GAS PROGRAM 1986-2 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          24,311
<SECURITIES>                                         0
<RECEIVABLES>                                   35,424
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                59,735
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 352,564
<CURRENT-LIABILITIES>                            7,819
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     344,745
<TOTAL-LIABILITY-AND-EQUITY>                   352,564
<SALES>                                         82,394
<TOTAL-REVENUES>                                82,659
<CGS>                                                0
<TOTAL-COSTS>                                   61,735
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 20,924
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             20,924
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    20,924
<EPS-PRIMARY>                                    10.00
<EPS-DILUTED>                                        0
        

</TABLE>


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