DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1995-08-11
DRILLING OIL & GAS WELLS
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<PAGE>

 
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


                               FORM 10-Q


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



     For the quarter ended              Commission File Number
         June 30, 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

                                                       June 30,   December 31,
                                                         1995         1994    
                                                     -----------  ------------

          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $178,022      $ 71,555 
             Accrued oil and gas sales, including
               $72,969 and $66,054 due from
               related parties (Note 2) . . . . . .      85,189        75,516 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $263,211      $147,071 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     477,237       542,055 

          DEFERRED CHARGE . . . . . . . . . . . . .     121,919       121,919 
                                                       --------      -------- 
                                                       $862,367      $811,045 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $ 54,510      $ 47,747 
             Gas imbalance payable  . . . . . . . .      15,866        15,866 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 70,376      $ 63,613 

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

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               40 units . . . . . . . . . . . . . .       7,655         7,209 
             Limited Partners, issued and outstanding, 
               4,000 units  . . . . . . . . . . . .     757,811       713,698 
                                                       --------      -------- 
                Total Partners' capital . . . . . .    $765,466      $720,907 
                                                       --------      -------- 
                                                       $862,367      $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 JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
          REVENUES:
             Oil and gas sales, including
               $132,053 and $204,186 of sales
               to related parties (Note 2)  . . . .     $149,300     $213,733 
             Interest . . . . . . . . . . . . . . .        1,905        1,330 
                                                        --------     -------- 
                                                        $151,205     $215,063 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 61,244     $ 39,179 
             Depreciation, depletion, and amortization 
               of oil and gas properties . . . . .        42,551       49,981 
             General and administrative (Note 2)  .       18,333       15,475 
                                                        --------     -------- 
                                                        $122,128     $104,635 
                                                        --------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .     $ 29,077     $110,428 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    291     $  1,104 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 28,786     $109,324 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $      7     $     27 
                                                        ========     ======== 
          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 OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
          REVENUES:
             Oil and gas sales, including
               $240,139 and $331,620 of sales
               to related parties (Note 2)  . . . .     $287,806     $353,070 
             Interest . . . . . . . . . . . . . . .        3,103        1,851 
                                                        --------     -------- 
                                                        $290,909     $354,921 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $127,260     $ 97,746 
             Depreciation, depletion, and amortization of
               oil and gas properties . . . . . . .       80,672       76,340 
             General and administrative (Note 2)  .       38,418       34,351 
                                                        --------     -------- 
                                                        $246,350     $208,437 
                                                        --------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .     $ 44,559     $146,484 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    446     $  1,465 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 44,113     $145,019 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $     11     $     36 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        4,040        4,040 
                                                        ========     ======== 





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

                                  -4-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
          
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income . . . . . . . . . . . . . .     $ 44,559     $146,484 
             Adjustments to reconcile net income to 
               net cash provided by operating 
               activities:
               Depreciation, depletion, and amortiza-
                tion of oil and gas properties  . . . .   80,672       76,340 
               (Increase) decrease in accrued oil and 
                gas sales . . . . . . . . . . . . .    (   9,673)      17,593 
               Increase in accounts payable . . . .        6,763       19,665 
                                                        --------     -------- 
                 Net cash provided by operating 
                   activities                           $122,321     $260,082 
                                                        --------     -------- 
          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .    ($ 15,854)   ($ 17,540)
                                                        --------     -------- 
                Net cash used by investing activities  ($ 15,854)   ($ 17,540)
                                                        --------     -------- 
          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .     $    -      ($222,200)
                                                        --------     -------- 

                Net cash used by financing activities   $    -      ($222,200)
                                                        --------     -------- 

          NET INCREASE IN CASH AND CASH EQUIVALENTS     $106,467     $ 20,342 

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
            PERIOD                                        71,555       56,460 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD    $178,022     $ 76,802 
                                                        ========     ======== 





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

                                  -5-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                      BALANCE SHEETS
                                        (Unaudited)

                                          ASSETS

                                                        June 30,  December 31,
                                                          1995        1994    
                                                       -----------------------
          CURRENT ASSETS:
             Cash and cash equivalents  . . . . . .    $131,314      $105,287 
             Accrued oil and gas sales, including
               $68,344 and $83,013 due from
               related parties (Note 2) . . . . . .     113,957        90,036 
                                                       --------      -------- 
                Total current assets  . . . . . . .    $245,271      $195,323 

          NET OIL AND GAS PROPERTIES, utilizing
             the full cost method . . . . . . . . .     486,665       571,506 

          DEFERRED CHARGE . . . . . . . . . . . . .      95,034        95,034 
                                                       --------      -------- 
                                                       $826,970      $861,863 
                                                       ========      ======== 

                             LIABILITIES AND PARTNERS' CAPITAL

          CURRENT LIABILITIES:
             Accounts payable . . . . . . . . . . .    $ 60,382      $ 48,828 
             Gas imbalance payable  . . . . . . . .      17,488        17,488 
                                                       --------      -------- 
                Total current liabilities . . . . .    $ 77,870      $ 66,316 

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

          CONTINGENCIES (Note 3)

          PARTNERS' CAPITAL:
             General Partner, issued and outstanding,
               59 units . . . . . . . . . . . . . .       7,002         7,467 
             Limited Partners, issued and outstanding, 
               5,000 units  . . . . . . . . . . . .     693,182       739,164 
                                                       --------      -------- 

                Total Partners' capital . . . . . .    $700,184      $746,631 
                                                       --------      -------- 
                                                       $826,970      $861,863 
                                                       ========      ======== 


                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 OPERATIONS
                     FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
          
          REVENUES:
             Oil and gas sales, including
               $137,899 and $234,331 of sales
               to related parties (Note 2)  . . . .     $210,882     $243,917 
             Interest . . . . . . . . . . . . . . .        2,403        1,403 
                                                        --------     -------- 
                                                        $213,285     $245,320 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $ 91,377     $ 47,694 
             Depreciation, depletion, and amortization of
               oil and gas properties . . . . . . .       58,686       56,713 
             General and administrative (Note 2)  .       26,732       23,030 
                                                        --------     -------- 
                                                        $176,795     $127,437 
                                                        --------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .     $ 36,490     $117,883 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    365     $  1,179 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 36,125     $116,704 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $      7     $     23 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        5,059        5,059 
                                                        ========     ======== 







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

                                  -7-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF OPERATIONS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
           
          REVENUES:
             Oil and gas sales, including
               $270,394 and $394,628 of sales
               to related parties (Note 2)  . . . .     $375,975     $411,691 
             Interest . . . . . . . . . . . . . . .        4,057        3,006 
                                                        --------     -------- 
                                                        $380,032     $414,697 
                                                        --------     -------- 
          COSTS AND EXPENSES:
             Oil and gas production . . . . . . . .     $167,023     $118,575 
             Depreciation, depletion, and amortization
               of oil and gas properties . . . . . .     102,588       88,780 
             General and administrative (Note 2)  .       55,688       50,424 
                                                        --------     -------- 
                                                        $325,299     $257,779 
                                                        --------     -------- 

          NET INCOME  . . . . . . . . . . . . . . .     $ 54,733     $156,918 
                                                        ========     ======== 
          GENERAL PARTNER (1%) - net income . . . .     $    547     $  1,569 
                                                        ========     ======== 
          LIMITED PARTNERS (99%) - net income . . .     $ 54,186     $155,349 
                                                        ========     ======== 
          NET INCOME PER UNIT . . . . . . . . . . .     $     11     $     31 
                                                        ========     ======== 
          UNITS OUTSTANDING . . . . . . . . . . . .        5,059        5,059 
                                                        ========     ======== 





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

                                  -8-
<PAGE>
<PAGE>
                    DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                 STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                        (Unaudited)

                                                          1995         1994   
                                                        ---------    ---------
           
          CASH FLOWS FROM OPERATING ACTIVITIES:
             Net income . . . . . . . . . . . . . .     $ 54,733     $156,918 
             Adjustments to reconcile net income to 
               net cash provided (used) by operating 
               activities:
               Depreciation, depletion, and amortiza-
                tion of oil and gas properties  . . .    102,588       88,780 
               (Increase) decrease in accrued oil and 
                gas sales . . . . . . . . . . . . .    (  23,921)      10,823 
               Increase in accounts payable . . . .       11,554       19,913 
               Decrease in related party payable  .          -      ( 535,722)
                                                        --------     -------- 
                Net cash provided (used) by operating 
                  activities  . . . . . . . . . . .     $144,954    ($259,288)
                                                        --------     -------- 

          CASH FLOWS FROM INVESTING ACTIVITIES:
             Additions to oil and gas properties  .    ($ 17,747)   ($ 18,270)
             Retirements of oil and gas properties           -            364 
                                                        --------     -------- 
                Net cash used by investing activities  ($ 17,747)   ($ 17,906)
                                                        --------     -------- 

          CASH FLOWS FROM FINANCING ACTIVITIES:
             Cash distributions . . . . . . . . . .    ($101,180)   ($303,540)
                                                        --------     -------- 
                Net cash used by financing activities  ($101,180)   ($303,540)
                                                        --------     -------- 

          NET INCREASE (DECREASE) IN CASH AND CASH 
             EQUIVALENTS  . . . . . . . . . . . . .     $ 26,027    ($580,734)

          CASH AND CASH EQUIVALENTS AT BEGINNING OF 
             PERIOD                                      105,287      708,751 
                                                        --------     -------- 
          CASH AND CASH EQUIVALENTS AT END OF PERIOD    $131,314     $128,017 
                                                        ========     ======== 



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

                                  -9-
<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
                                    JUNE 30, 1995
                                     (Unaudited)

          1. ACCOUNTING POLICIES
             -------------------
             The  balance  sheets  as  of  June  30,  1995,  statements  of
             operations  for the three and  six months ended  June 30, 1995
             and  1994, and  statements of  cash flows  for the  six months
             ended  June 30,  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 June 30,
             1995, results of operations for the three and six months ended
             June 30, 1995 and 1994, and  changes in cash flows for the six
             months ended June 30, 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 June 30, 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

                                           -10-
<PAGE>
<PAGE>
             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.

          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 six  months ended June 30, 1995 and 1994 the 1980-1
             Program incurred such  expenses totaling $38,418  and $34,351,
             respectively, of  which $28,044 and $28,044 were paid to Dyco.
             During the six months ended June 30, 1995 and  1994 the 1980-2
             Program  incurred such expenses  totaling $55,688 and $50,424,
             respectively, of which $42,810 and $42,810 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
             six months ended June  30, 1995 and 1994  these sales for  the
             1980-1 Program totaled $240,139 and $331,620 respectively.  At
             June 30, 1995 accrued oil and gas sales for the 1980-1 Program
             included $72,969  due from  Premier.   During  the six  months
             ended  June 30,  1995  and 1994  these  sales for  the  1980-2
             Program totaled $270,394 and $394,628, respectively.  At  June
             30,  1995 accrued  oil and  gas sales  for the  1980-2 Program
             included $68,344 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.


                                           -11-
<PAGE>
<PAGE>
             A  trial was conducted in  the matter on  February 22, 1994 in
             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
             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.

                                           -12-
<PAGE>
<PAGE>
             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 June 30, 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.


                                           -13-
<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 JUNE 30,  1995 AS COMPARED  TO THE THREE
               MONTHS ENDED JUNE 30, 1994.
                                              Three months ended June 30, 
                                             --------------------------- 
                                                     1995      1994    
                                                     ----      ----    
                  Oil and gas sales                $149,300   $213,733 
                  Oil and gas production expenses  $ 61,244   $ 39,179   
                  Barrels produced                      667        604   
                  Mcf produced                      101,397    114,222   
                  Average price/Bbl                $  17.96   $  15.81   
                  Average price/Mcf                $   1.35   $   1.79   

               As shown in the  table, oil and natural gas  sales decreased
               30.1% for the three  months ended June 30, 1995  as compared
               to  the three  months ended  June 30,  1994.   This decrease
               resulted primarily from a decrease in the volumes of natural
               gas sold and a decrease in the average  price of natural gas
               sold, partially offset by  an increase in the  average price
               of oil sold.   Volumes of natural gas sold  decreased 12,825
               Mcf while  volumes  of oil  sold  increased slightly  by  63
               barrels for the three months ended June 30, 1995 as compared
               to the three months  ended June 30, 1994.  This  decrease in
               the  volumes of natural gas  sold was primarily  a result of
               positive prior period volume adjustments  from purchasers on

                                           -14-
<PAGE>
<PAGE>
               two of the  1980-1 Program's wells  during the three  months
               ended  June 30, 1994.  Average  natural gas prices decreased
               to  $1.35 per Mcf for  the three months  ended June 30, 1995
               from $1.79 per Mcf for the three months ended June 30, 1994,
               while average oil prices increased  to $17.96 per barrel for
               the  three months ended June 30, 1995 from $15.81 per barrel
               for the three months ended June 30, 1994.

               Oil and gas  production expenses (including  lease operating
               expenses  and  production taxes)  increased $22,065  for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June 30, 1994.  This increase was primarily due
               to  significant  workover  charges  on  one  of  the  1980-1
               Program's wells during the three  months ended June 30, 1995
               to improve the recovery of reserves.  As a percentage of oil
               and  gas sales,  these expenses increased  to 41.0%  for the
               three  months ended June 30,  1995 from 18.3%  for the three
               months ended  June  30,  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 during
               the  three months  ended June  30, 1995  as compared  to the
               three months  ended June  30, 1994,  partially offset  by an
               increase  in the  average price  of oil  sold for  the three
               months ended June 30, 1995 as compared to the similar period
               in 1994.

               Depreciation,  depletion, and  amortization  of oil  and gas
               properties decreased $7,430 for the three months ended  June
               30,  1995 as  compared to  the three  months ended  June 30,
               1994.  This decrease was consistent with the decrease in the
               volumes of  natural gas sold  during the three  months ended
               June 30, 1995 as compared to the three months ended June 30,
               1994.   As a  percentage of oil and  gas sales, this expense
               increased  to 28.5% for the three months ended June 30, 1995
               compared  to 23.4% for the three months ended June 30, 1994.
               This percentage  increase was primarily due  to the decrease
               in  the average price of natural  gas sold, partially offset
               by an increase  in the  average price  of oil  sold for  the
               three  months ended June 30, 1995 as compared to the similar
               period in 1994.

               General and administrative expenses increased $2,858 for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June  30, 1994.  This  dollar increase resulted
               primarily  from   an  increase   in  the  1980-1   Program's
               professional  fees during  the three  months ended  June 30,
               1995  as compared to the  three months ended  June 30, 1994.
               As  a  percentage of  oil  and  gas  sales,  these  expenses
               increased  to 12.3% for the three months ended June 30, 1995
               from 7.2%  for the three  months ended June 30,  1994.  This
               percentage increase was primarily due to the decrease in the

                                           -15-
<PAGE>
<PAGE>
               average price of  natural gas sold  during the three  months
               ended  June 30, 1995 as  compared to the  three months ended
               June  30,  1994, partially  offset  by  an  increase in  the
               average  price of oil sold  for the three  months ended June
               30, 1995 as compared to the similar period in 1994.


               SIX MONTHS ENDED JUNE 30, 1995 AS COMPARED TO THE SIX MONTHS
               ENDED JUNE 30, 1994.
                                                      Six months ended June 30, 
                                                      --------------------------
                                                       1995      1994     
                                                       -----     -----   
                  Oil and gas sales                  $287,806   $353,070   
                  Oil and gas production expenses    $127,260   $ 97,746   
                  Barrels produced                      1,338      1,392   
                  Mcf produced                        199,930    178,054   
                  Average price/Bbl                  $  17.34   $  15.41   
                  Average price/Mcf                  $   1.32   $   1.86   

               As shown in the  table, oil and natural gas  sales decreased
               18.5% for the six months ended June 30,  1995 as compared to
               the  six months ended June 30, 1994.  This decrease resulted
               primarily from  a decrease in  the average price  of natural
               gas  sold, partially offset by an increase in the volumes of
               natural gas sold and an increase in the average price of oil
               sold.   Volumes  of natural  gas  sold increased  21,876 Mcf
               while  volumes  of  oil  sold  remained relatively  constant
               during the six months ended June 30, 1995 as compared to the
               six months ended June 30, 1994.  The increase in the volumes
               of  natural gas sold was  primarily due to  workovers in the
               prior year  on several of  the 1980-1 Program's  wells which
               significantly increased the  production capabilities on each
               of these wells during the six months ended June 30,  1995 as
               compared to the  six months  ended June 30,  1994.   Average
               natural  gas prices decreased to  $1.32 per Mcf  for the six
               months ended  June 30, 1995 from  $1.86 per Mcf for  the six
               months  ended  June  30,  1994,  while  average  oil  prices
               increased to $17.34 per barrel for the six months ended June
               30, 1995 from  $15.41 per  barrel for the  six months  ended


                                           -16-
<PAGE>
<PAGE>
               June 30, 1994.

               Oil and gas  production expenses (including lease  operating
               expenses and production taxes) increased $29,514 for the six
               months ended June  30, 1995  as compared to  the six  months
               ended June 30,  1994.   This increase was  primarily due  to
               significant workover charges on one of the 1980-1  Program's
               wells during the six  months ended June 30, 1995  to improve
               recovery of  reserves and an accrual  for certain litigation
               costs  during the  six months  ended June  30, 1994.    As a
               percentage of oil and gas sales, these expenses increased to
               44.2% for the six months ended June 30,  1995 from 27.7% for
               the  six  months ended  June  30,  1994.    This  percentage
               increase resulted primarily from the decrease in the average
               price of natural gas sold, partially offset  by the increase
               in the average price of oil sold during the six months ended
               June 30, 1995 as  compared to the six months ended  June 30,
               1994.

               Depreciation,  depletion, and  amortization of  oil and  gas
               properties increased $4,332  for the six  months ended  June
               30, 1995  as compared to the six months ended June 30, 1994.
               This increase was consistent with the increase in volumes of
               natural gas sold during  the six months ended June  30, 1995
               as compared to  the six months  ended June 30,  1994.  As  a
               percentage of oil and  gas sales, this expense increased  to
               28.0% for the  six months  ended June 30,  1995 compared  to
               21.6%  for the  six  months  ended  June  30,  1994.    This
               percentage increase was primarily due to the decrease in the
               average  price of natural  gas sold, partially  offset by an
               increase in the average price of oil sold for the six months
               ended June 30,  1995 as  compared to the  similar period  in
               1994.

               General and administrative expenses increased $4,067 for the
               six months ended June 30, 1995 as compared to the six months
               ended  June  30,  1994.    This  dollar  increase   resulted
               primarily   from  an  increase   in  the   1980-1  Program's
               professional  fees during the six months ended June 30, 1995
               as compared to  the six months  ended June 30,  1994.  As  a
               percentage of oil and gas sales, these expenses increased to
               13.3%  for the six months ended  June 30, 1995 from 9.7% for
               the  six  months  ended  June  30,  1994.    This percentage

                                           -17-
<PAGE>
<PAGE>
               increase was primarily  due to the  decrease in the  average
               price  of natural gas sold, partially  offset by an increase
               in  the average price of  oil sold for  the six months ended
               June 30, 1995 as compared to  the six months ended June  30,
               1994.

               1980-2 PROGRAM      

               THREE  MONTHS ENDED JUNE 30,  1995 AS COMPARED  TO THE THREE
               MONTHS ENDED JUNE 30, 1994.
                                                  Three months ended June 30, 
                                                  --------------------------- 
                                                        1995     1994     
                                                        ----     -----    
                  Oil and gas sales                  $210,882   $243,917   
                  Oil and gas production expenses    $ 91,377   $ 47,694   
                  Barrels produced                        539        628   
                  Mcf produced                        154,732    140,173   
                  Average price/Bbl                  $  18.32   $  15.26   
                  Average price/Mcf                  $   1.30   $   1.67   
           
               As shown in the  table, oil and natural gas  sales decreased
               13.5% for the three  months ended June 30, 1995  as compared
               to  the three  months ended  June 30,  1994.   This decrease
               resulted from a decrease in the average price of natural gas
               sold  and a decrease in  the barrels of  oil sold, partially
               offset by an increase in the volumes of natural gas sold and
               an increase in the  average price of oil sold for  the three
               months ended June 30,  1995 as compared to the  three months
               ended  June 30, 1994.  Volumes of natural gas sold increased
               14,559 Mcf while  volumes of oil  sold decreased 89  barrels
               for the three months  ended June 30, 1995 as compared to the
               three months  ended  June 30,  1994.  This increase  in  the
               volumes of  natural gas sold was primarily  due to workovers
               in the prior year  on several of the 1980-2  Program's wells
               which significantly increased the production capabilities on
               each of these wells  during the three months ended  June 30,
               1995.  Average natural gas prices decreased to $1.30 per Mcf
               for the three months ended June 30,  1995 from $1.67 per Mcf
               for  the three months ended June 30, 1994, while average oil
               prices increased to  $18.32 per barrel for  the three months
               ended June 30,  1995 from  $15.26 per barrel  for the  three
               months ended June 30, 1994.

               Oil and gas  production expenses (including lease  operating
               expenses  and production  taxes) increased  $43,683  for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June 30, 1994.  This increase was primarily due
               to  significant  workover  charges  on  two  of  the  1980-2
               Program's wells during the three  months ended June 30, 1995
               to improve the recovery of reserves.  As a percentage of oil
               and  gas sales,  these expenses increased  to 43.3%  for the

                                           -18-
<PAGE>
<PAGE>
               three  months ended June 30,  1995 from 20.0%  for the three
               months ended  June  30,  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 an increase in the average price of oil
               sold for the three months ended June 30, 1995 as compared to
               the three months ended June 30, 1994.

               Depreciation, depletion,  and amortization  of  oil and  gas
               properties increased slightly by $1,973 for the three months
               ended  June 30, 1995 as  compared to the  three months ended
               June  30,  1994.   This  increase  was  consistent with  the
               increase  in the volume of natural gas sold during the three
               months ended June 30,  1995 as compared to the  three months
               ended June  30, 1994.  As a percentage of oil and gas sales,
               this expense  increased to 27.8% for the  three months ended
               June 30, 1995 compared  to 23.3% for the three  months ended
               June 30, 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 June 30, 1995 as compared
               to the three months ended June 30, 1994.

               General and administrative expenses increased $3,702 for the
               three  months ended June 30,  1995 as compared  to the three
               months ended June 30,  1994.  This dollar increase  resulted
               primarily  from   an  increase   in  the   1980-2  Program's
               professional  fees during  the three  months ended  June 30,
               1995  as compared to the  three months ended  June 30, 1994.
               As a  percentage  of  oil  and  gas  sales,  these  expenses
               increased  to 12.7% for the three months ended June 30, 1995
               from 9.4% for the  three months ended June  30, 1994.   This
               percentage increase was primarily due to the decrease in the
               average price of  natural gas sold,  partially offset by  an
               increase  in the  average price  of oil  sold for  the three
               months ended June 30,  1995 as compared to the  three months
               ended June 30, 1994.


                                           -19-
<PAGE>
<PAGE>
               SIX MONTHS ENDED JUNE 30, 1995 AS COMPARED TO THE SIX MONTHS
               ENDED JUNE 30, 1994.
                                                Six months ended June 30
                                                -------------------------
                                                      1995     1994     
                                                      ----     ----     
                  Oil and gas sales                  $375,975  $411,691   
                  Oil and gas production expenses    $167,023  $118,575   
                  Barrels produced                      1,100     1,096   
                  Mcf produced                        290,593   226,694   
                  Average price/Bbl                  $  17.89  $  15.57   
                  Average price/Mcf                  $   1.23  $   1.74   

               As shown in the  table, oil and natural gas  sales decreased
               8.7% for the  six months ended June 30, 1995  as compared to
               the  six months ended June 30, 1994.  This decrease resulted
               primarily from a  decrease in the  average price of  natural
               gas  sold, partially offset by an increase in the volumes of
               natural gas sold and an increase in the average price of oil
               sold during the six  months ended June 30, 1995  as compared
               to the six months  ended June 30, 1994.  Volumes  of natural
               gas  sold increased  63,899 Mcf  while barrels  of oil  sold
               remained relatively  constant  during the  six months  ended
               June 30, 1995 as compared  to the six months ended  June 30,
               1994.  This increase  in the volumes of natural gas sold was
               primarily due to workovers  in the prior year on  several of
               the 1980-2 Program's wells which significantly increased the
               production capabilities on  each of these  wells during  the
               six  months ended June 30, 1995.  Average natural gas prices
               decreased to $1.23 per Mcf for the six months ended June 30,
               1995 from  $1.74 per Mcf for  the six months ended  June 30,
               1994,  while  average oil  prices  increased  to $17.89  per
               barrel  for the six months  ended June 30,  1995 from $15.57
               per barrel for the six months ended June 30, 1994.

               Oil and gas production  expenses (including lease  operating
               expenses and production taxes) increased $48,448 for the six
               months ended June  30, 1995  as compared to  the six  months
               ended June 30,  1994.   This increase was  primarily due  to
               significant workover charges on two of the 1980-2  Program's
               wells during the six  months ended June 30, 1995  to improve
               recovery of  reserves and an accrual  for certain litigation
               costs  during  the six  months ended  June 30,  1994.   As a
               percentage of oil and gas sales, these expenses increased to
               44.4% for the six months ended June 30, 1995 from 28.8%  for
               the  six  months  ended  June  30,  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 during the six  months ended June 30, 1995  as compared
               to the six months ended June 30, 1994.

                                           -20-
<PAGE>
<PAGE>
               Depreciation,  depletion, and  amortization of  oil  and gas
               properties increased  $13,808 for the six  months ended June
               30, 1995 as compared to the six  months ended June 30, 1994.
               This increase was consistent with the increase in volumes of
               natural gas sold during  the six months ended June  30, 1995
               as  compared to the  six months ended  June 30, 1994.   As a
               percentage of oil and  gas sales, this expense  increased to
               27.3% for the  six months  ended June 30,  1995 compared  to
               21.6%  for the  six  months  ended  June  30,  1994.    This
               percentage increase was primarily due to the decrease in the
               average  price of  natural gas  sold during  the six  months
               ended June 30,  1995 as  compared to the  similar period  in
               1994.

               General and administrative expenses increased $5,264 for the
               six months ended June 30, 1995 as compared to the six months
               ended  June  30,  1994.    This  dollar  increase   resulted
               primarily  from   an  increase  in   the  1980-2   Program's
               professional fees during  the six months ended June 30, 1995
               as compared  to the six  months ended June  30, 1994.   As a
               percentage of oil and gas sales, these expenses increased to
               14.8%  for the six months ended June 30, 1995 from 12.2% for
               the  six months  ended  June  30,  1994.    This  percentage
               increase was  primarily due to  the decrease in  the average
               price of natural gas  sold, partially offset by  an increase
               in the volumes  of natural  gas sold during  the six  months
               ended June 30, 1995 as compared to the six months ended June
               30, 1994.




                                           -21-
<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












                                          -22-
<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 10, 1995         By:      /s/Dennis R. Neill    
                                                  -------------------------
                                                        (Signature)
                                                 Dennis R. Neill
                                                 Senior Vice President



          Date:     August 10, 1995         By:     /s/Patrick M. Hall     
                                               ----------------------------
                                                     (Signature)
                                                Patrick M. Hall
                                                Senior  Vice  President   -
                                                Controller; Principal
                                                Accounting Officer













                                           -23-
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000806576
<NAME> DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         178,022
<SECURITIES>                                         0
<RECEIVABLES>                                   85,189
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               263,211
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 862,367
<CURRENT-LIABILITIES>                           70,376
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     765,466
<TOTAL-LIABILITY-AND-EQUITY>                   862,367
<SALES>                                        287,806
<TOTAL-REVENUES>                               290,909
<CGS>                                                0
<TOTAL-COSTS>                                  246,350
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 44,559
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             44,559
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    44,559
<EPS-PRIMARY>                                    11.00
<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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         131,314
<SECURITIES>                                         0
<RECEIVABLES>                                  113,957
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               245,271
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 826,970
<CURRENT-LIABILITIES>                           77,870
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     700,184
<TOTAL-LIABILITY-AND-EQUITY>                   826,970
<SALES>                                        375,975
<TOTAL-REVENUES>                               380,032
<CGS>                                                0
<TOTAL-COSTS>                                  325,299
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 54,733
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             54,733
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    54,733
<EPS-PRIMARY>                                    11.00
<EPS-DILUTED>                                        0
        

</TABLE>


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