DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1996-08-06
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, 1996                     33-10346-09 (1980-1)
                                          33-10346-10 (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                 Number)
            organization)


     Samson Plaza, Two West Second Street, Tulsa, Oklahoma  74103
     --------------------------------------------------------------
     (Address of principal executive offices)           (Zip Code)


                          (918) 583-1791
            --------------------------------------------------
          (Registrant's telephone number, including area code)



Indicate  by check  mark  whether the  registrant  (1) has  filed  all
reports required to be filed by Section 13 or 15(d)  of the Securities
Exchange Act  of  1934 during  the preceding  12 months  (or for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such  filing requirements for the past 90
days.

                         Yes   X    No      
                              -----          -----
<PAGE>
<PAGE>
                    PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                ASSETS
                                         June 30,  December 31,
                                           1996        1995
                                        ---------- ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  295,136   $  106,038
  Accrued oil and gas sales, including
   $92,090 due from related parties
   in 1995 (Note 2)                        117,217      109,691
                                        ----------   ----------
     Total current assets               $  412,353   $  215,729

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                     594,261      671,070

DEFERRED CHARGE                            147,056      147,056
                                        ----------   ----------
                                        $1,153,670   $1,033,855
                                        ==========   ==========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                      $   93,915   $   49,013
  Gas imbalance payable                      1,434        1,434
                                        ----------   ----------
     Total current liabilities          $   95,349   $   50,447

ACCRUED LIABILITY                           37,096       37,096

CONTINGENCIES (Note 3)

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 40 units                    10,212        9,463
  Limited Partners, issued and
   outstanding 4,000 units               1,011,013      936,849
                                        ----------   ----------
     Total Partners' capital            $1,021,225   $  946,312
                                        ----------   ----------
                                        $1,153,670   $1,033,855
                                        ==========   ==========

                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, 1996 AND 1995
                              (Unaudited)


                                           1996         1995
                                         --------     --------

REVENUES:
  Oil and gas sales, including
   $132,053 of sales to related
   parties in 1995 (Note 2)              $207,141     $149,300
  Interest                                  2,403        1,905
                                         --------     --------
                                         $209,544     $151,205

COST AND EXPENSES:
  Oil and gas production                 $ 35,628     $ 61,244
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              43,710       42,551
  General and administrative (Note 2)      17,487       18,333
                                         --------     --------
                                         $ 96,825     $122,128
                                         --------     --------

NET INCOME                               $112,719     $ 29,077 
                                         ========     ========
GENERAL PARTNER (1%) - net        
  income                                 $  1,127     $    291 
                                         ========     ========
LIMITED PARTNERS (99%) - net
  income                                 $111,592     $ 28,786 
                                         ========     ========
NET INCOME PER UNIT                      $     28     $      7 
                                         ========     ========
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, 1996 AND 1995
                              (Unaudited)


                                           1996         1995
                                         --------     -------

REVENUES:
  Oil and gas sales, including
   $240,139 of sales to related
   parties in 1995 (Note 2)              $390,317     $287,806
  Interest                                  3,653        3,103
                                         --------     --------
                                         $393,970     $290,909

COST AND EXPENSES:
  Oil and gas production                 $ 99,322     $127,260
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              81,215       80,672
  General and administrative (Note 2)      37,520       38,418
                                         --------     --------
                                         $218,057     $246,350
                                         --------     --------

NET INCOME                               $175,913     $ 44,559 
                                         ========     ========
GENERAL PARTNER (1%) - net        
  income                                 $  1,759     $    446 
                                         ========     ========
LIMITED PARTNERS (99%) - net
  income                                 $174,154     $ 44,113 
                                         ========     ========
NET INCOME PER UNIT                      $     44     $     11 
                                         ========     ========
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, 1996 AND 1995
                              (Unaudited)

                                           1996         1995
                                         --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $175,913     $ 44,559 
  Adjustments to reconcile net income
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                            81,215       80,672
   Increase in accrued oil and gas
     sales                              (   7,526)   (   9,673)
   Increase in accounts payable            44,902        6,763 
                                         --------     -------- 
   Net cash provided by operating
     activities                          $294,504     $122,321
                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties   ($ 10,748)   ($ 15,854)
  Retirements of oil and gas
   properties                               6,342          -
                                         --------     --------
   Net cash used by investing 
     activities                         ($  4,406)   ($ 15,854)
                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                    ($101,000)    $    -
                                         --------     --------
   Net cash used by financing
     activities                         ($101,000)    $    -
                                         --------     --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                            $189,098     $106,467

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                     106,038       71,555 
                                         --------     --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $295,136     $178,022
                                         ========     ========

                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,
                                           1996        1995
                                        ---------- ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  493,222   $  273,193
  Accrued oil and gas sales, including
   $93,000 due from related parties
   in 1995 (Note 2)                        125,071      117,898
                                        ----------   ----------
     Total current assets               $  618,293   $  391,091

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                     388,343      488,926

DEFERRED CHARGE                            190,675      190,675
                                        ----------   ----------
                                        $1,197,311   $1,070,692
                                        ==========   ==========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                      $   96,634   $   52,007
  Gas imbalance payable                     39,263       39,263
                                        ----------   ----------
     Total current liabilities          $  135,897   $   91,270

ACCRUED LIABILITY                          154,526      154,526

CONTINGENCIES (Note 3)

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 40 units                     9,069        8,249
  Limited Partners, issued and
   outstanding 4,000 units                 897,819      816,647
                                        ----------   ----------
     Total Partners' capital            $  906,888   $  824,896
                                        ----------   ----------
                                        $1,197,311   $1,070,692
                                        ==========   ==========

                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, 1996 AND 1995
                              (Unaudited)


                                          1996         1995
                                        --------     ---------

REVENUES:
  Oil and gas sales, including
   $137,899 of sales to related
   parties in 1995 (Note 2)             $437,007      $210,882
  Interest                                 3,201         2,403
                                        --------      --------
                                        $440,208      $213,285

COST AND EXPENSES:
  Oil and gas production                $ 54,617      $ 91,377
  Depreciation, depletion, and
   amortization of oil and gas
   properties                             71,812        58,686
  General and administrative (Note 2)     25,760        26,732
                                        --------      --------
                                        $152,189      $176,795
                                        --------      --------

NET INCOME                              $288,019      $ 36,490 
                                        ========      ========
GENERAL PARTNER (1%) - net        
  income                                $  2,880      $    365 
                                        ========      ========
LIMITED PARTNERS (99%) - net
  income                                $285,139      $ 36,125 
                                        ========      ========
NET INCOME PER UNIT                     $     57      $      7 
                                        ========      ========
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, 1996 AND 1995
                              (Unaudited)


                                          1996         1995
                                        --------     ---------

REVENUES:
  Oil and gas sales, including
   $270,394 of sales to related
   parties in 1995 (Note 2)             $628,676      $375,975
  Interest                                 6,100         4,057
                                        --------      --------
                                        $634,776      $380,032

COST AND EXPENSES:
  Oil and gas production                $117,636      $167,023 
  Depreciation, depletion, and
   amortization of oil and gas
   properties                            102,470       102,588
  General and administrative (Note 2)     54,433        55,688
                                        --------      --------
                                        $274,539      $325,299
                                        --------      --------

NET INCOME                              $360,237      $ 54,733 
                                        ========      ========
GENERAL PARTNER (1%) - net        
  income                                $  3,602      $    547 
                                        ========      ========
LIMITED PARTNERS (99%) - net
  income                                $356,635      $ 54,186 
                                        ========      ========
NET INCOME PER UNIT                     $     71      $     11 
                                        ========      ========
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, 1996 AND 1995
                              (Unaudited)

                                           1996         1995
                                         --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $360,237     $ 54,733 
  Adjustments to reconcile net income
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                           102,470      102,588
   Increase in accrued oil and gas
     sales                              (   7,173)   (  23,921)
   Increase in accounts payable            44,627       11,554 
                                         --------     -------- 
   Net cash provided by operating
     activities                          $500,161     $144,954
                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties   ($ 11,196)   ($ 17,747)
  Retirements of oil and gas
   properties                               9,309          -
                                         --------     --------
   Net cash used by investing 
     activities                         ($  1,887)   ($ 17,747)
                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                    ($278,245)   ($101,180)
                                         --------     --------
   Net cash used by financing
     activities                         ($278,245)   ($101,180) 
                                         --------     --------

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                            $220,029     $ 26,027

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                     273,193      105,287 
                                         --------     --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $493,222     $131,314
                                         ========     ========

                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, 1996
                              (Unaudited)
1.   ACCOUNTING POLICIES
     -------------------

     The  balance sheets as of June 30, 1996, statements of operations
     for the  three and six months  ended June 30, 1996  and 1995, and
     statements of cash flows for  the six months ended June 30,  1996
     and  1995  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,  1996, results of  operations for the  three and six
     months ended June 30,  1996 and 1995, and  changes in cash  flows
     for the six months ended June 30, 1996 and 1995 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, 1995.   The  results  of operations  for the
     period  ended June 30, 1996 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.    In  the  event  the
     unamortized  cost  of  oil  and gas  properties  being  amortized
     exceeds the full cost  ceiling (as defined by the  Securities and
     Exchange Commission),  the excess  is charged  to expense  in the
     period during which such  excess occurs.  Sales  and abandonments
     of  properties are  accounted for  as adjustments  of capitalized
     costs  with no gain  or loss recognized,  unless such adjustments
     would  significantly alter  the relationship  between capitalized
     costs and proved oil and gas reserves.

     The  provision for  depreciation, depletion, and  amortization of
     oil and gas properties  is calculated by dividing the oil and gas
     sales  dollars during  the  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.

                                 -10-
<PAGE>
<PAGE>
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  June 30, 1996 and 1995 the 1980-1 Program
     incurred    such   expenses   totaling   $17,487   and   $18,333,
     respectively, of  which $14,022 and  $14,022 were  paid to  Dyco.
     During the six  months ended June  30, 1996 and  1995 the  1980-1
     Program incurred  such  expenses totaling  $37,520  and  $38,418,
     respectively, of  which $28,044  and $28,044  were paid  to Dyco.
     During the three  months ended June 30, 1996 and  1995 the 1980-2
     Program  incurred such  expenses  totaling  $25,760 and  $26,732,
     respectively,  of which  $21,405 and  $21,405 were paid  to Dyco.
     During  the six months  ended June 30,  1996 and 1995  the 1980-2
     Program  incurred  such  expenses totaling  $54,433  and $55,688,
     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 sold  gas at  market prices to  Premier Gas  Company
     ("Premier")  and Premier then resold such gas to third parties at
     market  prices.  Premier was  an affiliate of  the Programs until
     December 6,  1995.  During the  three months ended  June 30, 1995
     these  sales for the 1980-1 Program totaled $132,053.  During the
     six months ended June 30, 1995 these sales for the 1980-1 Program
     totaled  $240,139.   At December  31, 1995,  accrued oil  and gas
     sales for  the 1980-1 Program included $92,090  due from Premier.
     During the three months  ended June 30, 1995 these  sales for the
     1980-2 Program  totaled $137,899.   During  the six  months ended
     June  30,  1995  these  sales  for  the  1980-2  Program  totaled
     $270,394.  At  December 31, 1995, accrued  oil and gas sales  for
     the 1980-2 Program included $93,000 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 Programs' 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 which the  jury entered a
     verdict in favor of the plaintiffs in the amount of approximately
     $5.5 million, consisting of approximately $2.75 million in actual
     damages  and  approximately $2.75  million  in  punitive damages.
     Dyco appealed the district  court's verdict and on March  5, 1996
     the  Oklahoma  Court of  Appeals  reversed  the district  court's
     verdict and ordered  a new trial.   Both Dyco and  the plaintiffs
     have filed  petitions for  certiorari with the  Supreme Court  of
     Oklahoma seeking  a  further  review of  the  Court  of  Appeals'
     opinion.

                                 -11-
<PAGE>
<PAGE>
     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 in the matter.   Oral arguments  were heard on
     the  motion in  January 1995, however,  as of  the date  of these
     financial statements,  the district  court has  not ruled on  the
     motion.  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; however, it is
     reasonably  possible  that  events  could change  in  the  future
     resulting in a material liability to the 1980-1 Program.

     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  Programs' 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  in the matter.  Oral  arguments were
     heard on the motion in  January 1995, however, as of the  date of
     these financial statements, the  district court has not  ruled on
     the motion.  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 Programs  from  this  lawsuit; however  it  is
     reasonably  possible  that  events  could change  in  the  future
     resulting in a material liability to the Programs.

     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  Programs'  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  in the matter.  Oral  arguments were
     heard on the motion in  January 1995, however, as of the  date of

                                 -12-
<PAGE>
<PAGE>
     these financial statements, the  district court has not  ruled on
     the motion.  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 Programs  from  this  lawsuit; however  it  is
     reasonably  possible  that  events  could change  in  the  future
     resulting in a material liability to the Programs.

     On  December 18, 1992, a royalty owner filed a quiet title action
     alleging that the operator of certain wells in which the Programs
     have 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. Section 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 appealed the district
     court's  verdict  and on  March 12,  1996  the Oklahoma  Court of
     Appeals  reversed the  district court's  verdict.   Plaintiff has
     filed  a petition  for  rehearing  with  the  Oklahoma  Court  of
     Appeals, which was denied  on May 14, 1996.  The  plaintiffs then
     filed on  July 19, 1996  a writ for certiorari  with the Oklahoma
     Supreme Court seeking a further appeal of the matter.

     On June 14, 1995,  a royalty owner filed  a class action  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.  The
     lawsuit also alleges claims based on unjust enrichment, breach of
     contract and  fiduciary obligation, and constructive  fraud.  The
     plaintiff is seeking an  accounting as a third  party beneficiary
     and a temporary restraining order, along with actual and punitive
     damages,  interest, and costs.  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;
     however, it is  reasonably possible that  events could change  in
     the  future  resulting  in a  material  liability  to  the 1980-1
     Program.

     Included in  these financial statements  as of December  31, 1995
     and June 30, 1996 is an accrual by the General Partner of $40,000
     representing each  Program's share of estimated  ultimate damages
     resulting  from the quiet title  action and the  lawsuit filed on
     November 12, 1992.   No  accruals have been  established for  the
     take-or-pay lawsuits.

                                 -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.    Over the  last  several years,  the
     domestic  energy industry  and the  Programs have  contended with
     volatile, but generally low,  oil and gas prices.  Over  the past
     few years,  the oil and  gas market  appears to  have moved  from
     periods  of relative  stability in  supply and  demand to  excess
     supply  or weakened  demand.    These  trends  have  led  to  the
     volatility in pricing and demand noted over the past years.

     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, 1996 AS COMPARED TO THE  THREE MONTHS
     ENDED JUNE 30, 1995.
                                      Three months ended June 30,
                                      ---------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $207,141        $149,300
      Oil and gas production expenses   $ 35,628        $ 61,244
      Barrels produced                       511             667
      Mcf produced                       105,948         101,397
      Average price/Bbl                 $  18.55        $  17.96
      Average price/Mcf                 $   1.87        $   1.35

     As  shown in  the  table, oil  and  natural gas  sales  increased
     $57,841  (38.7%) for three months ended June 30, 1996 as compared
     to  the  three months  ended June  30, 1995.   Of  this increase,
     $52,726  was  related to  the increase  in  the average  price of
     natural gas sold and  $8,510 was related  to the increase in  the
     volumes of  natural gas sold.   Volumes of oil  sold decreased by
     156  barrels during  the  three months  ended  June 30,  1996  as
     compared to the three  months ended June 30, 1995,  while volumes
     of  natural  gas sold  increased by  4,551  Mcf during  the three
     months ended June 30, 1996 as compared to the three  months ended
     June 30, 1995.  The  increase in the volumes of natural  gas sold
     was  primarily the  result of  increased production  on  one well
     during the  three months ended June  30, 1996 as compared  to the
     three   months  ended  June  30,  1995  as  a  result  of  recent

                                 -14-
<PAGE>
<PAGE>
     recompletion activities,  partially offset by  the normal decline
     in production from diminished reserves on several wells.  Average
     oil and natural  gas prices  increased to $18.55  per barrel  and
     $1.87  per Mcf, respectively, for the three months ended June 30,
     1996  from $17.96 per barrel and $1.35 per Mcf, respectively, for
     the three months ended June 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes) decreased by $25,616 for the three
     months ended June 30, 1996 as  compared to the three months ended
     June  30, 1995.  This  decrease 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
     decreased to 17.2% for the three  months ended June 30, 1996 from
     41.0% for the three months ended June  30, 1995.  This percentage
     decrease resulted  primarily  from  the  decrease  in  production
     expenses related to  the workover charges as  discussed above and
     increases  in  the average  prices of  oil  and natural  gas sold
     during the three months  ended June 30, 1996  as compared to  the
     three months ended June 30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties  increased by $1,159  for the three  months ended June
     30, 1996  as compared  to the three  months ended June  30, 1995.
     This  increase  resulted  from the  increase  in  the  volumes of
     natural gas sold during  the three months ended June 30,  1996 as
     compared  to  the  three  months  ended  June  30,  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 21.1%
     for the three months ended June 30, 1996 from 28.5% for the three
     months ended June  30, 1995.   This percentage decrease  resulted
     primarily from increases in the average prices of oil and natural
     gas sold during the three months ended June  30, 1996 as compared
     to the three months ended June 30, 1995.

     General  and administrative  expenses decreased  by $846  for the
     three months ended June 30, 1996  as compared to the three months
     ended June 30, 1995.   This decrease resulted primarily  from the
     decrease  in printing and postage fees for the three months ended
     June 30,  1996 as  compared to the  three months  ended June  30,
     1995.   As  a percentage  of oil  and  gas sales,  these expenses
     decreased  to 8.4% for the three months  ended June 30, 1996 from
     12.3% for the three months ended  June 30, 1995.  This percentage
     decrease  was primarily due to increases in the average prices of
     oil and  natural gas sold during the  three months ended June 30,
     1996 as compared to the three months ended June 30, 1995.

     SIX MONTHS  ENDED JUNE  30, 1996  AS COMPARED  TO THE  SIX MONTHS
     ENDED JUNE 30, 1995.
                                       Six months ended June 30,
                                      ---------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $390,317        $287,806
      Oil and gas production expenses   $ 99,322        $127,260
      Barrels produced                     1,049           1,338
      Mcf produced                       195,806         199,930
      Average price/Bbl                 $  18.51        $  17.34
      Average price/Mcf                 $   1.89        $   1.32

                                 -15-
<PAGE>
<PAGE>
     As  shown in  the  table, oil  and  natural gas  sales  increased
     $102,511  (35.6%) for  the  six months  ended  June 30,  1996  as
     compared  to  the  six  months  ended June  30,  1995.    Of this
     increase, $113,960  was related  to the  increase in the  average
     price of natural  gas sold.  Volumes of oil  and natural gas sold
     decreased by 289 barrels and 4,124 Mcf,  respectively, during the
     six months  ended June  30, 1996 as  compared to  the six  months
     ended June 30, 1995.  The  decrease in the volumes of natural gas
     sold was primarily the result of the normal decline in production
     from diminished  reserves on  several wells, partially  offset by
     increased production on one well during the six months ended June
     30,  1996 as a result of recent recompletion activities.  Average
     oil and natural  gas prices  increased to $18.51  per barrel  and
     $1.89  per Mcf, respectively, for  the six months  ended June 30,
     1996  from averages  of  $17.34 per  barrel  and $1.32  per  Mcf,
     respectively, for the six months ended June 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and production taxes)  decreased by $27,938 for  the six
     months ended June 30,  1996 as compared to  the six months  ended
     June  30, 1995.  This  decrease 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  the recovery  of
     reserves.  As a  percentage of oil and gas  sales, these expenses
     decreased to 25.4%  for the six months  ended June 30,  1996 from
     44.2% for  the six months ended  June 30, 1995.   This percentage
     decrease  resulted  primarily  from  the  decrease in  production
     expenses related to the  workover charges as discussed  above and
     increases  in  the average  prices of  oil  and natural  gas sold
     during the  six months ended June 30, 1996 as compared to the six
     months ended June 30, 1995.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
     properties remained relatively constant  for the six months ended
     June 30, 1996 as compared to  the six months ended June 30, 1995.
     As a percentage of oil and  gas sales, this expense decreased  to
     20.8%  for the six months ended June  30, 1996 from 28.0% for the
     six  months  ended  June  30,  1995.    This percentage  decrease
     resulted  primarily from increases  in the average  prices of oil
     and natural gas sold during the six months ended June 30, 1996 as
     compared to the six months ended June 30, 1995.  

     General and administrative expenses decreased by $898 for the six
     months  ended June 30,  1996 as compared to  the six months ended
     June  30, 1995.  This decrease resulted primarily from a decrease
     in  printing and postage fees  for the six  months ended June 30,
     1996  as compared to  the six months  ended June 30, 1995.   As a
     percentage of oil and gas sales, these expenses decreased to 9.6%
     for the six  months ended June  30, 1996 from  13.3% for the  six
     months  ended  June  30,  1995.   This  percentage  decrease  was
     primarily  due  to increases  in the  average  prices of  oil and
     natural  gas sold  during the six  months ended June  30, 1996 as
     compared to the six months ended June 30, 1995.

                                 -16-
<PAGE>
<PAGE>
     1980-2 PROGRAM      

     THREE MONTHS ENDED JUNE 30, 1996  AS COMPARED TO THE THREE MONTHS
     ENDED JUNE 30, 1995.
                                      Three months ended June 30,
                                      ---------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $437,007        $210,882
      Oil and gas production expenses   $ 54,617        $ 91,377
      Barrels produced                       382             539
      Mcf produced                       245,349         154,732
      Average price/Bbl                 $  17.88        $  18.32
      Average price/Mcf                 $   1.75        $   1.30
 
     As  shown in  the  table, oil  and  natural gas  sales  increased
     $226,125 (107.2%) for  the three  months ended June  30, 1996  as
     compared to  the three  months  ended June  30,  1995.   Of  this
     increase,  $158,580 was related to the increase in the volumes of
     natural gas sold  and $69,629 was related to the  increase in the
     average price of natural gas sold.  Volumes of oil sold decreased
     by  157 barrels, while volumes  of natural gas  sold increased by
     90,617 Mcf for the  three months ended June 30,  1996 as compared
     to the three  months ended June  30, 1995.   The increase in  the
     volumes  of natural  gas  sold resulted  primarily from  positive
     prior period adjustments  made by  the purchasers on  two of  the
     1980-2 Program's wells  during the  three months  ended June  30,
     1996.  Average oil prices decreased to $17.88 per barrel for  the
     three months ended June 30,  1996 from $18.32 per barrel  for the
     three  months  ended June  30,  1995, while  average  natural gas
     prices increased to $1.75 per Mcf for the three months ended June
     30, 1996 from $1.30 per  Mcf for the three months ended  June 30,
     1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $36,760 for  the three
     months ended June 30, 1996 as compared  to the three months ended
     June  30, 1995.   This decrease resulted  primarily from workover
     charges incurred on one  well during the three months  ended June
     30, 1995 to improve the recovery of reserves.  As a percentage of
     oil  and gas  sales, these  expenses decreased  to 12.5%  for the
     three months ended June 30, 1996  from 43.3% for the three months
     ended June 30, 1995.  This percentage decrease resulted primarily
     from  (i) the  decrease  in production  expenses  related to  the
     workover  charges as discussed above and (ii) the increase in the
     average price of natural  gas sold during the three  months ended
     June 30,  1996 as  compared to  the three  months ended  June 30,
     1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties increased $13,126 for the three months ended June  30,
     1996 as compared  to the three months ended June  30, 1995.  This
     increase was primarily a result of the increase in the volumes of
     natural gas sold during the  three months ended June 30, 1996  as
     compared  to the  three  months ended  June  30, 1995,  partially
     offset  by an  upward  revision in  the  estimate of  the  1980-1
     Program's remaining  natural gas  reserves at December  31, 1995.
     As a percentage  of oil and gas sales, this  expense decreased to
     16.4% for the three months ended June 30, 1996 from 27.8% for the

                                 -17-
<PAGE>
<PAGE>
     three months ended June  30, 1995.  This percentage  decrease was
     primarily due to the increase in the average price of natural gas
     sold during the three months ended  June 30, 1996 as compared  to
     the three months ended June 30, 1995.

     General  and administrative  expenses decreased  by $972  for the
     three months ended June 30, 1996 as compared to the three  months
     ended June 30,  1995.   This decrease resulted  primarily from  a
     decrease  in printing and postage fees for the three months ended
     June 30,  1996 as  compared to  the three  months ended  June 30,
     1995.   As  a percentage  of oil  and gas  sales, these  expenses
     decreased to  5.9% for the three months  ended June 30, 1996 from
     12.7%  for the three months ended June 30, 1995.  This percentage
     decrease  resulted primarily  from  the increase  in the  average
     price of natural gas sold during  the three months ended June 30,
     1996 as compared to the three months ended June 30, 1995. 

     SIX MONTHS  ENDED JUNE  30, 1996 AS  COMPARED TO  THE SIX  MONTHS
     ENDED JUNE 30, 1995.
                                       Six months ended June 30,
                                       --------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $628,676        $375,975
      Oil and gas production expenses   $117,636        $167,023
      Barrels produced                       897           1,100
      Mcf produced                       341,044         290,593
      Average price/Bbl                 $  18.19        $  17.89
      Average price/Mcf                 $   1.80        $   1.23

     As  shown in  the  table, oil  and  natural gas  sales  increased
     $252,701  (67.2%) for  the  six months  ended  June 30,  1996  as
     compared  to  the  six  months ended  June  30,  1995.    Of this
     increase,  $165,638 was  related to the  increase in  the average
     price of natural gas sold and $90,812 was related to the increase
     in  the  volumes  of  natural  gas sold.    Volumes  of  oil sold
     decreased by 203  barrels during  the six months  ended June  30,
     1996 as compared  to the six  months ended  June 30, 1995,  while
     volumes  of natural gas sold increased  by 50,451 Mcf for the six
     months ended June 30,  1996 as compared  to the six months  ended
     June 30, 1995.   The increase in the volumes  of natural gas sold
     resulted   primarily  from  significant   positive  prior  period
     adjustments made by the purchasers on two of the 1980-2 Program's
     wells  during the six  months ended June  30, 1996.   The average
     prices of oil and natural gas sold increased to $18.19 per barrel
     and  $1.80 per Mcf, respectively,  for the six  months ended June
     30,  1996 from $17.89 per barrel and $1.23 Mcf, respectively, for
     the six months ended June 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses  and production  taxes)  decreased $49,387  for the  six
     months ended  June 30, 1996 as  compared to the  six months ended
     June 30,  1995.  This  decrease resulted primarily  from workover
     charges incurred on one well during the six months ended June 30,
     1995 to improve the recovery of reserves.  As a percentage of oil
     and  gas sales,  these expenses  decreased to  18.7% for  the six
     months  ended June 30, 1996  from 44.4% for  the six months ended
     June 30,  1995. This percentage decrease  resulted primarily from
     (i) the decrease  in production expenses related  to the workover
     charges as  discussed  above and  (ii) increases  in the  average

                                 -18-
<PAGE>
<PAGE>
     prices of oil  and natural gas  sold during the six  months ended
     June 30, 1996 as compared to the six months ended June 30, 1995.

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
     properties remained relatively constant  for the six months ended
     June 30,  1996 as compared to the six months ended June 30, 1995.
     As a percentage  of oil and gas sales,  this expense decreased to
     16.3% for  the six months ended  June 30, 1996  compared to 27.3%
     for the six months ended June 30, 1995.  This percentage decrease
     was primarily due  to increases in the average prices  of oil and
     natural  gas sold during  the six months  ended June  30, 1996 as
     compared to the six months ended June 30, 1995.

     General and  administrative expenses decreased by  $1,255 for the
     six months  ended June  30, 1996  as compared  to the  six months
     ended June 30,  1995.   This decrease resulted  primarily from  a
     decrease  in printing and postage  fees for the  six months ended
     June 30,  1996 as compared to the six months ended June 30, 1995.
     As a percentage of oil and gas sales, these expenses decreased to
     8.7% for  the six months ended  June 30, 1996 from  14.8% for the
     six months  ended  June  30,  1995.    This  percentage  decrease
     resulted primarily from  increases in the  average prices of  oil
     and natural gas sold during the six months ended June 30, 1996 as
     compared to the six months ended June 30, 1995. 

                                 -19-
<PAGE>
<PAGE>
                      PART II:  OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27.1      Financial   Data   Schedule   containing   summary
                    financial  information  extracted from  the 1980-1
                    Program's financial statements as of June 30, 1996
                    and for the six months ended June 30,  1996, filed
                    herewith.

          27.2      Financial   Data   Schedule   containing   summary
                    financial  information  extracted from  the 1980-2
                    Program's financial statements as of June 30, 1996
                    and for  the six months ended June 30, 1996, filed
                    herewith.

     (b)  Reports on Form 8-K

          None

                                -20-
<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 6, 1996    By:        /s/Dennis R. Neill
                            -----------------------------------
                                   (Signature)
                                   Dennis R. Neill
                                   President



Date:  August 6, 1996    By:        /s/Drew S. Phillips
                            -----------------------------------
                                   (Signature)
                                   Drew S. Phillips
                                   Chief Financial Officer


                                 -21-
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS
                           -----------------


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

27.1      Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1980-1 Limited Partnership's financial statements as of June
          30, 1996 and for the  six months ended June 30, 1996,  filed
          herewith.

27.2      Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1980-2 Limited Partnership's financial statements as of June
          30,  1996 and for the six  months ended June 30, 1996, filed
          herewith.
<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-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         295,136
<SECURITIES>                                         0
<RECEIVABLES>                                  117,217
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               412,353
<PP&E>                                      29,759,092
<DEPRECIATION>                              29,164,831
<TOTAL-ASSETS>                               1,153,670
<CURRENT-LIABILITIES>                           95,349
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,021,225
<TOTAL-LIABILITY-AND-EQUITY>                 1,153,670
<SALES>                                        390,317
<TOTAL-REVENUES>                               393,970
<CGS>                                                0
<TOTAL-COSTS>                                  218,057
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                175,913
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            175,913
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   175,913
<EPS-PRIMARY>                                    44.00
<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-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         493,222
<SECURITIES>                                         0
<RECEIVABLES>                                  125,071
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               618,293
<PP&E>                                      35,427,874
<DEPRECIATION>                              35,039,531
<TOTAL-ASSETS>                               1,197,311
<CURRENT-LIABILITIES>                          135,897
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     906,888
<TOTAL-LIABILITY-AND-EQUITY>                 1,197,311
<SALES>                                        628,676
<TOTAL-REVENUES>                               634,776
<CGS>                                                0
<TOTAL-COSTS>                                  274,539
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                360,237
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            360,237
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   360,237
<EPS-PRIMARY>                                       71
<EPS-DILUTED>                                        0
        

</TABLE>


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