DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q/A, 1995-08-24
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                       2-65186-03 (1980-1)
                                              2-65186-04 (1980-2)


                    DYCO 1980 OIL AND GAS PROGRAMS
                      (TWO LIMITED PARTNERSHIPS)
         (Exact Name of Registrant as specified in its charter)


                                            41-1378908 (1980-1) 
          Minnesota                         41-1385165 (1980-2) 
     (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>
                              PART I.  FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS

                    DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)


                                          ASSETS

                                                       March 31,  December 31,
                                                         1995         1994    
                                                       ---------  ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $124,275      $ 71,555 
             Accrued oil and gas sales, including
               $62,896 and $66,054 due from
               related parties (Note 2) . . . . . .      68,742        75,516 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $193,017      $147,071 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     513,092       542,055 

          DEFERRED CHARGE . . . . . . . . . . . . .     121,919       121,919 
                                                       --------      -------- 
                                                       $828,028      $811,045 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $ 49,248      $ 47,747 
             Gas imbalance payable  . . . . . . . .      15,866        15,866 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 65,114      $ 63,613 

          ACCRUED LIABILITY . . . . . . . . . . . .      26,525        26,525 

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               40 units . . . . . . . . . . . . . .       7,364         7,209 
             Limited Partners, issued and outstanding, 
               4,000 units  . . . . . . . . . . . .     729,025       713,698 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $736,389      $720,907 
                                                       --------      -------- 
                                                       $828,028      $811,045 
                                                       ========      ======== 

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

                                  -2-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)


                                                           1995         1994  
                                                        ---------     --------

          REVENUES:
             Oil and gas sales, including
               $108,086 and $127,434 of sales
               to related parties (Note 2)  . . . .     $138,506     $139,337 
             Interest . . . . . . . . . . . . . . .        1,198          521 
                                                        --------     -------- 
                                                        $139,704     $139,858 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 66,016     $ 58,567 
             Depreciation, depletion, and amortization
               of oil and gas properties  . . . . .       38,121       26,359 
             General and administrative (Note 2)  .       20,085       18,876 
                                                        --------     -------- 
                                                        $124,222     $103,802 
                                                        --------     -------- 
          NET INCOME  . . . . . . . . . . . . . . .     $ 15,482     $ 36,056 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    155     $    361 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 15,327     $ 35,695 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $      4     $      9 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        4,040        4,040 
                                                        ========     ======== 

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

                                  -3-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-1 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 . . . . . . . . . . . . . .     $ 15,482     $ 36,056 
             Adjustments to reconcile net income to net
               cash provided by operating activities:
               Depreciation, depletion, and amortization
                of oil and gas properties . . . . .       38,121       26,359 
               Decrease in accrued oil and gas sales       6,774        8,800 
               Increase in accounts payable . . . .        1,501       20,873 
                                                        --------     -------- 
                 Net cash provided by operating 
                   activities                           $ 61,878     $ 92,088 
                                                        --------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .    ($  9,158)   ($  1,885)
                                                        --------     -------- 
                Net cash used by investing activities  ($  9,158)   ($  1,885)
                                                        --------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:

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

          NET INCREASE IN CASH AND CASH EQUIVALENTS     $ 52,720     $ 90,203 

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
                                   PERIOD                 71,555       56,460 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD    $124,275     $146,663 
                                                        ========     ======== 

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

                                  -4-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)


                                          ASSETS

                                                        March 31, December 31,
                                                          1995        1994    
                                                       ---------- ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $166,494      $105,287 
             Accrued oil and gas sales, including
               $72,642 and $83,013 due from
               related parties (Note 2) . . . . . .      83,060        90,036 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $249,554      $195,323 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     537,183       571,506 

          DEFERRED CHARGE . . . . . . . . . . . . .      95,034        95,034 
                                                       --------      -------- 
                                                       $881,771      $861,863 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $ 50,493      $ 48,828 
             Gas imbalance payable  . . . . . . . .      17,488        17,488 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 67,981      $ 66,316 

          ACCRUED LIABILITY . . . . . . . . . . . .      48,916        48,916 

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               59 units . . . . . . . . . . . . . .       7,649         7,467 
             Limited Partners, issued and outstanding, 
               5,000 units  . . . . . . . . . . . .     757,225       739,164 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $764,874      $746,631 
                                                       --------      -------- 
                                                       $881,771      $861,863 
                                                       ========      ======== 

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

                                  -5-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                        (Unaudited)


                                                           1995         1994  
                                                         --------     --------
           
          REVENUES:
             Oil and gas sales, including
               $132,495 and $160,297 of sales
               to related parties (Note 2)  . . . .     $165,093     $167,774 
             Interest . . . . . . . . . . . . . . .        1,654        1,603 
                                                        --------     -------- 
                                                        $166,747     $169,377 
                                                        --------     -------- 

          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 75,646     $ 70,881 
             Depreciation, depletion, and amortization
               of oil and gas properties  . . . . .       43,902       32,067 
             General and administrative (Note 2)  .       28,956       27,394 
                                                        --------     -------- 
                                                        $148,504     $130,342 
                                                        --------     -------- 
          NET INCOME  . . . . . . . . . . . . . . .     $ 18,243     $ 39,035 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    182     $    390 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 18,061     $ 38,645 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $      4     $      8 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        5,059        5,059 
                                                        ========     ======== 

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

                                  -6-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 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 . . . . . . . . . . . . . .     $ 18,243     $ 39,035 
             Adjustments to reconcile net income to net
               cash provided (used) by operating activities:
               Depreciation, depletion, and amortization 
                of oil and gas properties . . . . .       43,902       32,067 
               Decrease in accrued oil and gas sales       6,976        6,528 
               Increase in accounts payable . . . .        1,665       21,370 
               Decrease in related party payable  .          -      ( 535,722)
                                                        --------     -------- 
                Net cash provided (used) by operating 
                  activities  . . . . . . . . . . .     $ 70,786    ($436,722)
                                                        --------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .    ($  9,579)   ($  1,963)
             Retirements of oil and gas properties           -            364 
                                                        --------     -------- 
                Net cash used by investing activities  ($  9,579)   ($  1,599)
                                                        --------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .     $    -      ($126,475)
                                                        --------     -------- 
                 Net cash used by financing activities  $    -      ($126,475)
                                                        --------     -------- 

          NET INCREASE (DECREASE) IN CASH AND CASH 
             EQUIVALENTS  . . . . . . . . . . . . .     $ 61,207    ($564,796)

          CASH AND CASH EQUIVALENTS AT BEGINNING OF
                                       PERIOD            105,287      708,751 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD    $166,494     $143,955 
                                                        ========     ======== 

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

                                  -7-
<PAGE>
<PAGE>
                 DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                 DYCO OIL AND GAS PROGRAM 1980-2 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   1980-1   and   1980-2   Limited   Partnerships
             (individually, the "1980-1  Program" or the "1980-2  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 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 Programs'  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

                                            -8-
<PAGE>
<PAGE>
             gross  income from the oil and gas properties and applying the
             resulting  rate  to the  net remaining  costs  of oil  and gas
             properties that have  been capitalized, plus estimated  future
             development costs.

          2. TRANSACTIONS WITH RELATED PARTIES
             ---------------------------------

             Under  the   terms  of  each  of   the  Program's  partnership
             agreement, Dyco is entitled to receive a reimbursement for all
             direct expenses and general and administrative, geological and
             engineering  expenses  it incurs  on  behalf  of the  Program.
             During  the three  months ended  March 31,  1995 and  1994 the
             1980-1  Program incurred  such expenses  totaling $20,085  and
             $18,876, respectively, of which $14,022 and $14,022 were  paid
             to Dyco.   During the three  months ended  March 31, 1995  and
             1994  the  1980-2  Program  incurred  such  expenses  totaling
             $28,956  and  $27,394,  respectively,  of  which  $21,405  and
             $21,405 were paid to Dyco.  

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

             The  Programs sell gas at market prices to Premier Gas Company
             ("Premier"),  an  affiliated  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 for the
             1980-1 Program totaled $108,086 and $127,434 respectively.  At
             March  31, 1995  accrued  oil and  gas  sales for  the  1980-1
             Program included  $62,896 due from Premier.   During the three
             months ended March 31, 1995 and 1994 these sales for the 1980-
             2  Program totaled  $132,495 and  $160,297, respectively.   At
             March  31, 1995  accrued  oil and  gas  sales for  the  1980-2
             Program included $72,642 due from Premier.  

          3.   CONTINGENCIES
             -------------

             On  November 12,  1992, certain  adjacent  landowners filed  a
             lawsuit against  Dyco  and  others  in  which  the  plaintiffs
             alleged  damages  to their  land  as a  result  of remediation
             operations  conducted on  one  of the  1980-1  and the  1980-2
             Program's  wells.    The  lawsuit  alleged  claims  based   on
             negligence,  private  nuisance,  public   nuisance,  trespass,
             unjust   enrichment,   constructive   fraud,   and   permanent
             injunctive relief, all in amounts  to be determined at  trial.
             A  trial was conducted in  the matter on  February 22, 1994 in

                                            -9-
<PAGE>
<PAGE>
             which the jury entered a verdict in favor of the plaintiffs in
             the  amount  of   approximately  $5.5 million,  consisting  of
             approximately $2.7 million in actual damages and approximately
             $2.7  million  in punitive  damages.   The  1980-1  and 1980-2
             Program's share of such verdict is approximately $123,000  and
             $128,000,  respectively, in  actual damages  and approximately
             $23,000 and $23,500, respectively, in punitive damages.   Dyco
             is presently appealing the matter.

             On October 15,  1993, certain  royalty  owners filed  a  class
             action lawsuit against  Dyco in which  the plaintiffs  alleged
             entitlement  to  a  share of  the  proceeds  of  a take-or-pay
             settlement with  a gas purchaser  which involved three  of the
             1980-1 and 1980-2 Program's  wells.  The lawsuit  also alleges
             claims  based on  unjust enrichment,  breach of  contract, and
             breach of fiduciary  obligations and seeks  an accounting  and
             declaration that the plaintiffs  are third party beneficiaries
             under the  gas contract.   The plaintiffs have  not quantified
             the  amount of their  damages, but they  are seeking exemplary
             damages, unpaid  royalties, and interest.  Dyco  has filed its
             answer in the matter in which it denied all of the plaintiffs'
             allegations.   The district  court certified  the matter  as a
             class action  on January 21, 1994 and  discovery is proceeding
             in the matter.   On November 29, 1994, the plaintiffs  filed a
             motion  for  summary judgment.    Dyco  intends to  vigorously
             defend  the  lawsuit.   As  of  the  date  of these  financial
             statements,  management  cannot  determine the  amount  of any
             alleged  damages which would  be allocable  to the  1980-1 and
             1980-2 Programs from this lawsuit.

             On October 26,  1993, certain  royalty  owners filed  a  class
             action lawsuit against  Dyco in which  the plaintiffs  alleged
             entitlement to  a  share  of  the proceeds  of  a  take-or-pay
             settlement with  a gas  purchaser which involved  four of  the
             1980-1  and 1980-2 Program's wells.   The lawsuit also alleges
             claims  based on  unjust enrichment,  breach of  contract, and
             breach of fiduciary  obligations and seeks  an accounting  and
             declaration that the plaintiffs  are third party beneficiaries
             under the  gas contract.   The plaintiffs have  not quantified
             the amount  of their damages,  but they are  seeking exemplary
             damages, unpaid royalties, and  interest.  Dyco has  filed its
             answer in the matter in which it denied all of the plaintiffs'
             allegations.   The district  court certified the  matter as  a
             class  action on January 18,  1994 and discovery is proceeding
             in the matter.   On November 29, 1994, the plaintiffs  filed a
             motion  for  summary judgment.    Dyco  intends to  vigorously
             defend  the  lawsuit.   As  of  the  date  of these  financial
 
                                          -10-
<PAGE>
<PAGE>
             statements,  management cannot  determine  the  amount of  any
             alleged damages  which would be  allocable to  the 1980-1  and
             1980-2 Programs from this lawsuit.

             On  December 18, 1992,  a royalty  owner filed  a quiet  title
             action  alleging that the  operator of certain  wells in which
             the  1980-1  and 1980-2  Programs  has an  interest  failed to
             exercise due  diligence in  locating the  owner  while in  the
             process of  force  pooling  the  drilling  and  spacing  unit.
             Plaintiff  claimed  a   right  to  revenues  attributable   to
             production  from said wells in an amount in excess of $500,000
             and  further  alleged  conversion  and  claimed  a  right   to
             "interest" on  the proceeds from production  on the four wells
             pursuant to 52 O.S. Sec. 540.  The defendants filed a counterclaim
             for  quiet title and asserted  various defenses.   A trial was
             held  in the  matter  on  March 3 and  4,  1994  in which  the
             district court ruled  against all defendants and  specifically
             found that the operator, Apache Corporation, did not  exercise
             due diligence  in  the  pooling  proceedings.    Judgment  was
             entered on  June 15,  1994  in  the amount  of  $550,000  plus
             interest.   The defendants have appealed  the district court's
             ruling, which appeal is currently pending.  

             On March 18,  1993, a  royalty owner filed  a lawsuit  against
             Dyco  in which the plaintiff alleged entitlement to a share of
             the proceeds of a take-or-pay settlement with a  gas purchaser
             which involved one  of the 1980-1 Program's wells.   Plaintiff
             is seeking a  full accounting, unpaid royalties, and his share
             of  benefits from the gas  purchase contract as  a third party
             beneficiary.  The plaintiff has  not quantified the amount  of
             his alleged damages.  Dyco has filed its  answer in the matter
             in  which  it  denied  all  of  the  Plaintiff's  allegations.
             Discovery is proceeding in the matter.  The plaintiffs filed a
             motion for  summary judgment  on  November 29, 1994  which  is
             currently  pending   before  the  court.     Dyco  intends  to
             vigorously  defend the  lawsuit.   As  of  the date  of  these
             financial statements, management  cannot determine the  amount
             of  any alleged damages which would be allocable to the 1980-1
             Program from this lawsuit.

             Included in these financial statements as of March 31, 1995 is
             an accrual by the General  Partner of $40,000 representing the
             Program's share of estimated  ultimate damages resulting  from
             the above mentioned contingencies.

                                           -11-
<PAGE>
<PAGE>
          ITEM 2.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

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

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

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


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

               1980-1 PROGRAM       

               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                $138,506        $139,337 
                  Oil and gas production expenses  $ 66,016        $ 58,567 
                  Barrels produced                      671             788 
                  Mcf produced                       98,533          63,832 
                  Average price/Bbl                $  16.73        $  15.11 
                  Average price/Mcf                $   1.29        $   2.00 
           
               As  shown in the table,  oil and natural  gas sales remained
               relatively  constant for  the three  months ended  March 31,
               1995 as compared to  the three months ended March  31, 1994.
               This was due primarily to a decrease in the average price of
               natural gas  sold and a decrease in  the volume of oil sold,
               offset  by an increase in the volume of natural gas sold and
               an increase in  the average price of  oil sold.   Volumes of
               oil sold decreased by 117 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  increased by
               34,701  Mcf for  the three  months ended  March 31,  1995 as

                                           -12-
<PAGE>
<PAGE>
               compared to the  similar period  in 1994.   The increase  in
               volumes  of natural gas sold was  primarily due to workovers
               on several wells during 1994 which resulted in significantly
               increased production  capabilities on these wells during the
               three  months ended  March  31, 1995.    Average oil  prices
               increased  to $16.73 per  barrel for the  three months ended
               March 31, 1995 from  $15.11 per barrel for the  three months
               ended  March  31, 1994,  while  average  natural gas  prices
               decreased  to $1.29 per Mcf for the three months ended March
               31, 1995 from $2.00 per Mcf for the similar period in 1994.

               Oil  and gas production  expenses (including lease operating
               expenses  and production  taxes)  increased  $7,449 for  the
               three months ended March  31, 1995 as compared to  the three
               months ended  March  31, 1994.    This dollar  increase  was
               primarily  due to the increase in the volumes of natural gas
               sold and additional  workover charges incurred  on one  well
               during  the three months ended March 31, 1995 to improve the
               recovery  of reserves,  partially offset  by an  accrual for
               certain litigation costs during the three months ended March
               31, 1994.   As a  percentage of  oil  and  gas sales,  these
               expenses increased to 47.7% for the three months ended March
               31, 1995 from  42.0% for  the three months  ended March  31,
               1994.  This percentage increase resulted primarily from  the
               dollar increase in production  expenses related to  workover
               charges as discussed above  and the decrease in the  average
               price of natural  gas sold, partially offset  by the accrual
               for litigation costs as discussed above  and by the increase
               in the volumes of  natural gas 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  increased $11,762  for  the  three months  ended
               March 31, 1995 as  compared to the three months  ended March
               31, 1994.  This increase was consistent with the increase in
               volumes of natural  gas sold during  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, this
               expense increased to  27.5% for the three months ended March
               31, 1995 from  18.9% 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.

               General  and administrative  expenses increased  slightly by
               $1,209 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  remained relatively
               constant  at 14.5% for the three months ended March 31, 1995
               compared to 13.5% for the three months ended March 31, 1994.

                                           -13-
<PAGE>
<PAGE>
               1980-2 PROGRAM      

               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                $165,093      $167,774   
                  Oil and gas production expenses  $ 75,646      $ 70,881   
                  Barrels produced                      561           468   
                  Mcf produced                      135,861        86,521   
                  Average price/Bbl                $  17.46      $  15.97   
                  Average price/Mcf                $   1.14      $   1.85   

               As shown in the  table, oil and natural gas  sales decreased
               slightly by 1.6% 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, partially offset by increases in
               the volumes of oil and  natural gas sold and an  increase in
               the  average price of oil sold.   Volumes of oil and natural
               gas   sold  increased   by  93   barrels  and   49,340  Mcf,
               respectively, for  the three months ended March  31, 1995 as
               compared  to the  three months  ended March  31, 1994.   The
               increase in  the volumes of  natural gas sold  was primarily
               due to workovers on several wells during 1994 which resulted
               in significantly increased  production capabilities on these
               wells during the three months ended March 31, 1995.  Average
               oil  prices increased  to $17.46  per barrel  for  the three
               months ended March 31,  1995 from $15.97 per barrel  for the
               three months ended March 31, 1994, while average natural gas
               prices decreased to $1.14 per Mcf for the three months ended
               March 31, 1995 from $1.85 per  Mcf for the similar period in
               1994.

               Oil  and gas production  expenses (including lease operating
               expenses  and production  taxes)  increased  $4,765 for  the
               three months ended March  31, 1995 as compared to  the three
               months  ended March  31,  1994.   This  dollar increase  was
               primarily  due to the increase in the volumes of natural gas
               sold and additional  workover charges incurred  on one  well

                                           -14-
<PAGE>
<PAGE>
               during  the three months ended March 31, 1995 to improve the
               recovery  of reserves,  partially offset  by an  accrual for
               certain litigation costs during the three months ended March
               31, 1994.   As  a percentage  of oil  and  gas sales,  these
               expenses increased to 45.8% for the three months ended March
               31, 1995 from  42.2% for  the three months  ended March  31,
               1994.  This percentage increase resulted primarily from  the
               dollar increase  in production expenses related  to workover
               charges as discussed  above and the decrease  in the average
               price of natural gas  sold, partially offset by  the accrual
               for litigation costs as discussed above and by  the increase
               in the volumes of  natural gas 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  increased $11,835  for  the  three months  ended
               March 31, 1995 as  compared to the three months  ended March
               31, 1994.  This increase was consistent with the increase in
               volumes  of oil and natural gas sold during 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, this
               expense increased  to 26.6% for the three months ended March
               31, 1995 from  19.1% 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 during the
               three months ended March  31, 1995 as compared to  the three
               months ended March 31, 1994.

               General  and administrative  expenses increased  slightly by
               $1,562 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  remained relatively
               constant  at 17.5% for the three months ended March 31, 1995
               from 16.3% for the three months ended March 31, 1994.

                                           -15-
<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


                                           -16-
<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  1980-1 LIMITED PARTNERSHIP
                         DYCO OIL AND  GAS PROGRAM 1980-2 LIMITED PARTNERSHIP

                                        (Registrant)


                                   By:  DYCO PETROLEUM CORPORATION

                                        General Partner




Date:     August 24, 1995          By:        /s/Dennis  R. Neill
                                             -------------------------------    
                                             (Signature)
                                             Dennis R. Neill
                                             Senior Vice President



Date:     August 24, 1995         By:        /s/Patrick M. Hall      
                                             --------------------------------
                                             (Signature)
                                             Patrick M. Hall
                                             Senior Vice President -
                                                  Controller
                                             Principal Accounting Officer

                                          -17-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000806576
<NAME> DYCO OIL AND GAS PROGRAM 1980-1 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>                                         124,275
<SECURITIES>                                         0
<RECEIVABLES>                                   68,742
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               193,017
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 828,028
<CURRENT-LIABILITIES>                           65,114
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     736,389
<TOTAL-LIABILITY-AND-EQUITY>                   828,028
<SALES>                                        138,506
<TOTAL-REVENUES>                               139,704
<CGS>                                                0
<TOTAL-COSTS>                                  124,222
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 15,482
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             15,482
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    15,482
<EPS-PRIMARY>                                     4.00
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000806577
<NAME> DYCO OIL AND GAS PROGRAM 1980-2 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>                                         166,494
<SECURITIES>                                         0
<RECEIVABLES>                                   83,060
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               249,544
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 881,771
<CURRENT-LIABILITIES>                           67,981
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     764,874
<TOTAL-LIABILITY-AND-EQUITY>                   881,771
<SALES>                                        165,093
<TOTAL-REVENUES>                               166,747
<CGS>                                                0
<TOTAL-COSTS>                                  148,504
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 18,243
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             18,243
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,243
<EPS-PRIMARY>                                     4.00
<EPS-DILUTED>                                        0
        

</TABLE>


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