DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1996-11-06
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
      September 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
                                     September 30,  December 31,
                                         1996           1995
                                     -------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  255,720    $  106,038
  Accrued oil and gas sales, including
   $92,090 due from related parties
   in 1995 (Note 2)                        104,219       109,691
                                        ----------    ----------
     Total current assets               $  359,939    $  215,729

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                     557,674       671,070

DEFERRED CHARGE                            147,056       147,056
                                        ----------    ----------
                                        $1,064,669    $1,033,855
                                        ==========    ==========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                      $   71,472    $   49,013
  Gas imbalance payable                      1,434         1,434
                                        ----------    ----------
     Total current liabilities          $   72,906    $   50,447

ACCRUED LIABILITY                           37,096        37,096

CONTINGENCIES (Note 3)

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 40 units                     9,547         9,463
  Limited Partners, issued and
   outstanding, 4,000 units                945,120       936,849
                                        ----------    ----------
     Total Partners' capital            $  954,667    $  946,312
                                        ----------    ----------
                                        $1,064,669    $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 SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $72,017 of sales to related
   parties in 1995 (Note 2)              $181,262      $86,910
  Interest                                  3,436        1,380
                                         --------      -------
                                         $184,698      $88,290

COST AND EXPENSES:
  Oil and gas production                 $ 16,283      $35,996
  Depreciation, depletion, and
   amortization of oil and gas
   properties                              37,903       33,138
  General and administrative (Note 2)      15,270       15,289
                                         --------      -------
                                         $ 69,456      $84,423
                                         --------      -------

NET INCOME                               $115,242      $ 3,867 
                                         ========      =======
GENERAL PARTNER (1%) - net        
  income                                 $  1,152      $    38 
                                         ========      =======
LIMITED PARTNERS (99%) - net
  income                                 $114,090      $ 3,829 
                                         ========      =======
NET INCOME PER UNIT                      $  28.53      $   .96 
                                         ========      =======
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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $312,156 of sales to related
   parties in 1995 (Note 2)              $571,579     $374,716
  Interest                                  7,089        4,483
                                         --------     --------
                                         $578,668     $379,199 

COST AND EXPENSES:
  Oil and gas production                 $115,605     $163,256
  Depreciation, depletion, and
   amortization of oil and gas
   properties                             119,118      113,810
  General and administrative (Note 2)      52,790       53,707
                                         --------     --------
                                         $287,513     $330,773
                                         --------     --------

NET INCOME                               $291,155     $ 48,426 
                                         ========     ========
GENERAL PARTNER (1%) - net        
  income                                 $  2,912     $    484 
                                         ========     ========
LIMITED PARTNERS (99%) - net
  income                                 $288,243     $ 47,942 
                                         ========     ========
NET INCOME PER UNIT                      $  72.07     $  11.99 
                                         ========     ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $291,155     $ 48,426 
  Adjustments to reconcile net income
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                           119,118      113,810
   Decrease in accrued oil and gas
     sales                                  5,472       18,658 
   Increase in accounts payable            22,459        2,496 
                                         --------     -------- 
   Net cash provided by operating
     activities                          $438,204     $183,390
                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties   ($ 16,526)   ($234,136)
  Retirements of oil and gas
   properties                              10,804          -
                                         --------     --------
   Net cash used by investing 
     activities                         ($  5,722)   ($234,136)
                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                    ($282,800)    $    -
                                         --------     --------
   Net cash used by financing
     activities                         ($282,800)    $    -
                                         --------     --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                       $149,682    ($ 50,746)

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                     106,038       71,555 
                                         --------     --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $255,720     $ 20,809
                                         ========     ========

                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

                                      September 30,  December 31,
                                          1996          1995
                                       ----------   ------------

CURRENT ASSETS:
  Cash and cash equivalents              $281,516     $  273,193
  Accrued oil and gas sales, including
   $93,000 due from related parties
   in 1995 (Note 2)                       125,968        117,898
                                         --------     ----------
     Total current assets                $407,484     $  391,091

NET OIL AND GAS PROPERTIES, utilizing
  the full cost method                    347,782        488,926

DEFERRED CHARGE                           190,675        190,675
                                         --------     ----------
                                         $945,941     $1,070,692
                                         ========     ==========

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                       $ 74,410     $   52,007
  Gas imbalance payable                    39,263         39,263
                                         --------     ----------
     Total current liabilities           $113,673     $   91,270

ACCRUED LIABILITY                         154,526        154,526

CONTINGENCIES (Note 3)

PARTNERS' CAPITAL:
  General Partner, issued and
   outstanding, 59 units                    6,777          8,249
  Limited Partners, issued and
   outstanding, 5,000 units               670,965        816,647
                                         --------     ----------
     Total Partners' capital             $677,742     $  824,896
                                         --------     ----------
                                         $945,941     $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 SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $56,190 of sales to related
   parties in 1995 (Note 2)             $225,719      $256,894
  Interest                                 5,557         1,139
                                        --------      --------
                                        $231,276      $258,033

COST AND EXPENSES:
  Oil and gas production                $ 23,554      $169,688
  Depreciation, depletion, and
   amortization of oil and gas
   properties                             34,077        62,819
  General and administrative (Note 2)     23,366        22,993
                                        --------      --------
                                        $ 80,997      $255,500
                                        --------      --------

NET INCOME                              $150,279      $  2,533 
                                        ========      ========
GENERAL PARTNER (1%) - net        
  income                                $  1,503      $     26 
                                        ========      ========
LIMITED PARTNERS (99%) - net
  income                                $148,776      $  2,507 
                                        ========      ========
NET INCOME PER UNIT                     $  29.70      $    .50 
                                        ========      ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)


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

REVENUES:
  Oil and gas sales, including
   $326,584 of sales to related
   parties in 1995 (Note 2)             $854,395      $632,869
  Interest                                11,657         5,196
                                        --------      --------
                                        $866,052      $638,065

COST AND EXPENSES:
  Oil and gas production                $141,190      $336,711 
  Depreciation, depletion, and
   amortization of oil and gas
   properties                            136,547       165,407
  General and administrative (Note 2)     77,799        78,681
                                        --------      --------
                                        $355,536      $580,799
                                        --------      --------

NET INCOME                              $510,516      $ 57,266 
                                        ========      ========
GENERAL PARTNER (1%) - net        
  income                                $  5,105      $    573 
                                        ========      ========
LIMITED PARTNERS (99%) - net
  income                                $505,411      $ 56,693 
                                        ========      ========
NET INCOME PER UNIT                     $ 100.91      $  11.32 
                                        ========      ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                              (Unaudited)

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

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $510,516     $ 57,266 
  Adjustments to reconcile net income
   to net cash provided by
   operating activities:
   Depreciation, depletion, and 
     amortization of oil and gas
     properties                           136,547      165,407
   Increase in accrued oil and gas
     sales                              (   8,070)   ( 154,119)
   Increase in accounts payable            22,403        2,139 
                                         --------     -------- 
   Net cash provided by operating
     activities                          $661,396     $ 70,693
                                         --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas properties   ($ 17,215)   ($ 48,248)
  Retirements of oil and gas
   properties                              21,812          -
                                         --------     --------
   Net cash provided (used) by 
     investing activities                $  4,597    ($ 48,248)
                                         --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                    ($657,670)   ($101,180)
                                         --------     --------
   Net cash used by financing
     activities                         ($657,670)   ($101,180) 
                                         --------     --------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                       $  8,323    ($ 78,735)

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                     273,193      105,287 
                                         --------     --------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                          $281,516     $ 26,552
                                         ========     ========

                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
                          SEPTEMBER 30, 1996
                              (Unaudited)
1.   ACCOUNTING POLICIES
     -------------------

     The  balance  sheets as  of  September  30, 1996,  statements  of
     operations for the three and nine months ended September 30, 1996
     and 1995, and statements of cash flows for  the nine months ended
     September  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  September 30, 1996, results  of operations for  the three and
     nine months ended  September 30,  1996 and 1995,  and changes  in
     cash flows for the nine months  ended September 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 September 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 September  30, 1996 and  1995 the  1980-1
     Program  incurred  such expenses  totaling  $15,270 and  $15,289,
     respectively, of  which $14,022 and  $14,022 were  paid to  Dyco.
     During  the nine  months ended  September 30,  1996 and  1995 the
     1980-1  Program  incurred  such  expenses  totaling  $52,790  and
     $53,707, respectively, of which $42,066  and $42,066 were paid to
     Dyco.  During the three months  ended September 30, 1996 and 1995
     the 1980-2  Program incurred  such expenses totaling  $23,366 and
     $22,993, respectively,  of which $21,405 and $21,405 were paid to
     Dyco.  During  the nine months ended September  30, 1996 and 1995
     the 1980-2  Program incurred  such expenses totaling  $77,799 and
     $78,681, respectively, of which $64,215 and $64,215 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 September 30,
     1995  these sales for the 1980-1 Program totaled $72,017.  During
     the  nine months  ended September  30, 1995  these sales  for the
     1980-1 Program totaled $312,156.   At December 31, 1995,  accrued
     gas  sales  for the  1980-1  Program  included $92,090  due  from
     Premier.    During  the three  months  ended  September 30,  1995
     accrued gas sales for the 1980-2 Program totaled $56,190.  During
     the  nine months ended September  30, 1995 accrued  gas sales for
     the  1980-2  Program totaled  $326,584.   At  December  31, 1995,
     accrued 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

                                 -11-
<PAGE>
<PAGE>
     filed petitions for certiorari with the Supreme Court of Oklahoma
     seeking a further review  of the Court of Appeals'  opinion, both
     of  which petitions for certiorari  were denied on  July 3, 1996.
     The case has been remanded to the district court for a new trial.

     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.   On
     September 10, 1996 the Oklahoma Supreme Court ruled in a separate
     lawsuit  that owners of royalty interests in Oklahoma oil and gas
     properties  do not have  the right  to share  in the  proceeds of
     take-or-pay settlements.   Such ruling is  not yet final.   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.   On
     September 10, 1996 the Oklahoma Supreme Court ruled in a separate
     lawsuit  that owners of royalty interests in Oklahoma oil and gas
     properties do  not have the  right to  share in  the proceeds  of
     take-or-pay settlements.  Such  ruling is not  yet final.  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

                                 -12-
<PAGE>
<PAGE>
     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
     these financial statements,  the district court has  not ruled on
     the motion.   Dyco intends to vigorously defend the  lawsuit.  On
     September 10, 1996 the Oklahoma Supreme Court ruled in a separate
     lawsuit  that owners of royalty interests in Oklahoma oil and gas
     properties do  not have  the right to  share in  the proceeds  of
     take-or-pay settlements.   Such ruling is  not yet final.   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 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.  On September  10, 1996 the  Oklahoma Supreme Court
     ruled in a separate  lawsuit that owners of royalty  interests in
     Oklahoma oil and gas properties do not have the right to share in
     the  proceeds of take-or-pay settlements.  Such ruling is not yet
     final.   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  September 30, 1996 is  an accrual by  the General Partner of
     $20,000  representing  each  Program's  share  of  the  estimated
     ultimate damages resulting from the lawsuit filed on November 12,
     1992.  No accruals have been established for the other 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 SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------         -------
      Oil and gas sales                 $181,262         $86,910
      Oil and gas production expenses   $ 16,283         $35,996
      Barrels produced                       602             817
      Mcf produced                        75,826          60,520
      Average price/Bbl                 $  22.03         $ 18.23
      Average price/Mcf                 $   2.22         $  1.19

     As shown in  the table above, oil and natural gas sales increased
     $94,352 (108.6%) for the three months ended September 30, 1996 as
     compared to the three  months ended September 30, 1995.   Of this
     increase,  $62,336 was  related to  the increase  in the  average
     price of natural gas sold and $33,979 was related to the increase
     in  the  volumes  of  natural gas  sold.    Volumes  of oil  sold
     decreased  by 215  barrels,  while volumes  of  natural gas  sold
     increased by 15,306  Mcf during the three  months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.    The increase  in  the volumes  of  natural gas  sold was
     primarily  the result  of (i)  increased  production on  one well
     during the three months ended September  30, 1996 as a result  of
     recent recompletion  activities and  (ii)  negative prior  period
     adjustments  made by the purchaser  on one well  during the three

                                 -14-
<PAGE>
<PAGE>
     months ended September 30,  1995, partially offset by  the normal
     declines  in production on three wells  due to diminished natural
     gas  reserves during the three months ended September 30, 1996 as
     compared  to  the three  months ended  September  30, 1995.   The
     decrease in the volumes  of oil sold resulted primarily  from the
     normal  declines in production  on three wells  due to diminished
     oil  reserves during the three months ended September 30, 1996 as
     compared to the three  months ended September 30, 1995.   Average
     oil and natural  gas prices  increased to $22.03  per barrel  and
     $2.22 per Mcf, respectively, for the three months ended September
     30,  1996 from averages  of $18.23 per barrel  and $1.19 per Mcf,
     respectively, for the three months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $19,713 for  the three
     months ended September 30,  1996 as compared to the  three months
     ended September 30, 1995.   This decrease was primarily  a result
     of  the reversal  of a  $20,000 accrual  during the  three months
     ended September 30, 1996 due to the conclusion of a certain legal
     contingency.    As  a percentage  of  oil  and  gas sales,  these
     expenses decreased to  9.0% for the three months  ended September
     30,  1996 from  41.4% for  the three  months ended  September 30,
     1995.    This percentage  decrease  resulted  primarily from  the
     accrual reversal discussed above and the increases in the average
     prices of oil  and natural gas sold during the three months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties  increased  by  $4,765  for  the  three  months  ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30,  1995.  This  increase resulted primarily  from the
     increase  in the volumes of natural gas sold, partially offset by
     an upward revision in  the estimate of the remaining  natural gas
     reserves at  December 31, 1995.   As a percentage of  oil and gas
     sales, this expense decreased to 20.9% for the three months ended
     September  30,  1996  from  38.1%  for  the  three  months  ended
     September 30, 1995.   This percentage decrease resulted primarily
     from  the increases in the average  prices of oil and natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     General  and administrative expenses remained relatively constant
     for the three months ended September 30, 1996  as compared to the
     three months ended  September 30, 1995.   As a percentage  of oil
     and gas sales,  these expenses  decreased to 8.4%  for the  three
     months ended September 30,  1996 from 17.6% for the  three months
     ended  September 30,  1995.   This  percentage decrease  resulted
     primarily from the  increases in  the average prices  of oil  and
     natural gas sold during the three months ended September 30, 1996
     as compared to the three months ended September 30, 1995.

                                 -15-
<PAGE>
<PAGE>
     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $571,579        $374,716
      Oil and gas production expenses   $115,605        $163,256
      Barrels produced                     1,651           2,155
      Mcf produced                       271,632         260,450
      Average price/Bbl                 $  19.79        $  17.67
      Average price/Mcf                 $   1.98        $   1.29

     As shown in the table above, oil  and natural gas sales increased
     by  $196,863 (52.5%) for the nine months ended September 30, 1996
     as compared to the nine months ended September 30, 1995.  Of this
     increase, $179,711 was  related to  the increase  in the  average
     price of natural gas sold and $22,140 was related to the increase
     in  the  volumes of  natural  gas  sold.    Volumes of  oil  sold
     decreased  by  504 barrels,  while  volumes of  natural  gas sold
     increased by  11,182 Mcf during  the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     The decrease in the  volumes of oil sold resulted  primarily from
     the normal  declines in production due to diminished oil reserves
     on five wells during the nine months  ended September 30, 1996 as
     compared  to the nine months  ended September 30,  1995.  Average
     oil and natural  gas prices  increased to $19.79  per barrel  and
     $1.98  per Mcf, respectively, for the nine months ended September
     30,  1996 from $17.67 per barrel and $1.29 per Mcf, respectively,
     for the nine months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased by $47,651 for the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This decrease was primarily due to the
     reversal of  a  $20,000  accrual  during the  nine  months  ended
     September  30,  1996 due  to the  conclusion  of a  certain legal
     contingency and significant workover charges incurred on one well
     during  the  nine months  ended September  30,  1995 in  order to
     improve the recovery of reserves.  As a percentage of oil and gas
     sales, these  expenses decreased  to  20.2% for  the nine  months
     ended September 30,  1996 from  43.6% for the  nine months  ended
     September 30, 1995.   This percentage decrease resulted primarily
     from the accrual  reversal discussed above  and the increases  in
     the average prices  of oil and natural  gas sold during  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties increased  $5,308 for the nine  months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     This increase resulted primarily from the increase in the volumes
     of  natural gas sold during  the nine months  ended September 30,
     1996 as compared  to the  nine months ended  September 30,  1995,
     partially offset  by  an  upward  revision  in  the  estimate  of
     remaining  natural gas  reserves  at December  31,  1995.   As  a
     percentage  of oil and gas sales, this expense decreased to 20.8%
     for the nine months  ended September 30, 1996 from 30.4%  for the

                                 -16-
<PAGE>
<PAGE>
     nine months  ended September  30, 1995. This  percentage decrease
     resulted primarily  from the increases  in the average  prices of
     oil and natural gas  sold during the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995.

     General and administrative expenses remained  relatively constant
     for the nine  months ended September 30, 1996  as compared to the
     nine months ended September 30, 1995.  As a percentage of oil and
     gas sales, these expenses  decreased to 9.2% for the  nine months
     ended September 30,  1996 from  14.3% for the  nine months  ended
     September 30, 1995.   This percentage decrease resulted primarily
     from the  increases in the average prices  of oil and natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995.

     1980-2 PROGRAM      

     THREE  MONTHS ENDED SEPTEMBER 30,  1996 AS COMPARED  TO THE THREE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                   Three months ended September 30,
                                   --------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $225,719        $256,894
      Oil and gas production expenses   $ 23,554        $169,688
      Barrels produced                       509             546
      Mcf produced                        95,731         161,427
      Average price/Bbl                 $  22.10        $  18.15
      Average price/Mcf                 $   2.24        $   1.53
 
     As shown in the table above,  oil and natural gas sales decreased
     $31,175  (12.1%) for the three months ended September 30, 1996 as
     compared to  the three months ended September  30, 1995.  Of this
     decrease,  $147,159 was related to the decrease in the volumes of
     natural gas sold,  partially offset by a  $114,613 increase which
     was related to  the increase in the average price  of natural gas
     sold.    Volumes of  oil  and natural  gas sold  decreased  by 37
     barrels  and 65,696 Mcf, respectively, for the three months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.  The  decrease in the volumes of  natural gas
     sold resulted primarily from  a significant positive prior period
     adjustment made by  the purchaser  on one well  during the  three
     months ended September  30, 1995.   Average oil  and natural  gas
     prices  increased  to  $22.10  per  barrel  and  $2.24  per  Mcf,
     respectively, for the three months ended  September 30, 1996 from
     $18.15  per barrel and $1.53 per Mcf, respectively, for the three
     months ended September 30, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes) decreased $146,134  for the three
     months ended September 30,  1996 as compared to the  three months
     ended September  30, 1995.  This decrease resulted primarily from
     significant  workover charges  incurred  on one  well during  the
     three months ended  September 30,  1995 in order  to improve  the
     recovery of reserves and the reversal of a $20,000 accrual during
     the three months ended  September 30, 1996 due to  the conclusion
     of  a certain legal contingency.  As  a percentage of oil and gas
     sales, these  expenses decreased  to 10.4%  for the  three months
     ended  September 30, 1996 from  66.1% for the  three months ended

                                 -17-
<PAGE>
<PAGE>
     September 30, 1995.   This percentage decrease resulted primarily
     from (i)  the dollar decrease  in production expenses  related to
     the  workover charges  and accrual  reversal discussed  above and
     (ii) the increases  in the average prices of oil  and natural gas
     sold during the three months ended September 30, 1996 as compared
     to the three months ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
     properties decreased $28,742 for the three months ended September
     30,  1996 as  compared to  the three  months ended  September 30,
     1995.  This decrease was  primarily a result of (i) the  decrease
     in the  volumes of  oil  and natural  gas sold  during the  three
     months ended September 30,  1996 as compared to the  three months
     ended  September  30, 1995  and (ii)  an  upward revision  in the
     estimate of remaining natural gas reserves at  December 31, 1995.
     As a percentage of  oil and gas sales, this expense  decreased to
     15.1%  for the three months  ended September 30,  1996 from 24.5%
     for the three months  ended September 30, 1995.   This percentage
     decrease  resulted primarily  from the  increases in  the average
     prices of oil and  natural gas sold during the three months ended
     September  30,  1996  as  compared  to  the  three  months  ended
     September 30, 1995.

     General and administrative expenses remained  relatively constant
     for the three  months ended September 30, 1996 as compared to the
     three months  ended September 30, 1995.   As a percentage  of oil
     and  gas sales,  these expenses  remained relatively  constant at
     10.4% for the three  months ended September 30, 1996  as compared
     to 9.0% for the three months ended September 30, 1995.  

     NINE  MONTHS ENDED  SEPTEMBER 30,  1996 AS  COMPARED TO  THE NINE
     MONTHS ENDED SEPTEMBER 30, 1995.

                                    Nine months ended September 30,
                                    -------------------------------
                                          1996            1995
                                        --------        --------
      Oil and gas sales                 $854,395        $632,869
      Oil and gas production expenses   $141,190        $336,711
      Barrels produced                     1,406           1,646
      Mcf produced                       436,775         452,020
      Average price/Bbl                 $  19.60        $  17.97
      Average price/Mcf                 $   1.89        $   1.33

     As shown in the table above, oil and natural gas  sales increased
     $221,526 (35.0%) for the nine months ended  September 30, 1996 as
     compared to the  nine months ended September  30, 1995.   Of this
     increase, $253,131  was related  to the increase  in the  average
     price of natural gas sold, partially offset by a $28,813 decrease
     related  to  the decrease  in the  volumes  of natural  gas sold.
     Volumes of oil and natural gas sold decreased by 240 barrels  and
     15,245 Mcf, respectively, during  the nine months ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     The decrease in the  volumes of oil sold resulted  primarily from
     the  normal  declines  in  production  on several  wells  due  to
     diminished oil  reserves during  the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995.
     The  average  prices of  oil and  natural  gas sold  increased to
     $19.60 per barrel and  $1.89 per Mcf, respectively, for  the nine
     months  ended September 30, 1996 from $17.97 per barrel and $1.33

                                 -18-
<PAGE>
<PAGE>
     per Mcf, respectively,  for the nine  months ended September  30,
     1995.

     Oil  and  gas  production  expenses  (including  lease  operating
     expenses and  production taxes)  decreased $195,521 for  the nine
     months  ended September 30, 1996  as compared to  the nine months
     ended September 30, 1995.  This decrease resulted primarily  from
     significant workover charges incurred on one well during the nine
     months  ended September 30, 1995 in order to improve the recovery
     of reserves and the reversal of a $20,000 accrual during the nine
     months  ended September  30,  1996 due  to  the conclusion  of  a
     certain legal contingency.  As a percentage of oil and gas sales,
     these  expenses  decreased to  16.5%  for the  nine  months ended
     September 30, 1996 from 53.2% for the nine months ended September
     30, 1995.  This percentage  decrease resulted primarily  from (i)
     the  decrease in  the workover charges  and the  accrual reversal
     discussed above and (ii)  the increases in the average  prices of
     oil and natural gas  sold during the nine months  ended September
     30, 1996 as compared to the nine months ended September 30, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
     properties  decreased  by  $28,860  for  the  nine  months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.   This  decrease was  primarily  the result  of (i)  an
     upward revision in the estimate of remaining natural gas reserves
     at December 31, 1995 and (ii)  the decrease in the volumes of oil
     and natural gas sold  during the nine months ended  September 30,
     1996 as compared to the nine months ended September 30, 1995.  As
     a  percentage of  oil and  gas sales,  this expense  decreased to
     16.0% for the nine months ended September 30, 1996 from 26.1% for
     the nine  months  ended  September 30,  1995.    This  percentage
     decrease  resulted primarily  from the  increases in  the average
     prices of oil and natural  gas sold during the nine months  ended
     September 30, 1996 as compared to the nine months ended September
     30, 1995.

     General  and administrative expenses remained relatively constant
     for the nine months  ended September 30, 1996 as compared  to the
     nine months ended September 30, 1995.  As a percentage of oil and
     gas sales, these expenses  decreased to 9.1% for the  nine months
     ended September 30,  1996 from  12.4% for the  nine months  ended
     September 30, 1995.   This percentage decrease resulted primarily
     from the increases  in the average prices of oil  and natural gas
     sold  during the nine months ended September 30, 1996 as compared
     to the nine months ended September 30, 1995.

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


ITEM 1. LEGAL PROCEEDINGS

     On November 12, 1992 Larry and Leona Beck filed a lawsuit against
     Dyco  Petroleum  Corporation ("Dyco")  and  others  in which  the
     plaintiffs  alleged   damages  to  their  land  as  a  result  of
     remediation operations  conducted on the  Paul King No.  1-7 well
     (Beck v. Trigg Drilling Company, Inc., et al., C-92-227, District
     Court  of Beckham County, Oklahoma).   The 1980-1  Program had an
     approximate 4.6% working interest  in the Paul King No.  1-7 well
     at  the time the lawsuit was filed  and the 1980-2 Program had an
     approximate 4.7% working interest  in the Paul King #1-7  well at
     the time the lawsuit was filed.  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  filed petitions  for certiorari with  the Supreme
     Court  of Oklahoma  seeking  a further  review  of the  Court  of
     Appeals  opinion, both  of  which petitions  for certiorari  were
     denied  on July  3, 1996.    The case  has been  remanded to  the
     district court for a new trial.

     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  the  Thurmond  Ranch #1-2  well.    (John  B. Thurmond,
     Trustee v. Dyco, Case No. CS-93-10; District Court of Roger Mills
     County, Oklahoma).   The 1980-1  Program has  an approximate  15%
     working interest in the  Thurmond Ranch #1-2 well.   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.   On September 10, 1996 the Oklahoma Supreme Court ruled
     in  a  separate  lawsuit  that owners  of  royalty  interests  in
     Oklahoma oil and gas properties do not have the right to share in
     the  proceeds of take-or-pay settlements.  Such ruling is not yet
     final.   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.

     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 the Marshall  Young No. 2-4, Mikles  No.

                                 -20-
<PAGE>
<PAGE>
     3-4,  and Hunter-Ryan  No. 1 wells  (Tom Mikles,  et al.  v. Dyco
     Petroleum  Corporation,  Case  No. C-93-190,  District  Court  of
     Beckham County, Oklahoma).  The 1980-1 Program has an approximate
     1.2% working interest  in the Marshall Young No. 2-4  well and an
     approximate  and  an approximate  3.1%  working  interest in  the
     Mikles  No. 3-4  and Hunter-Ryan  No. 1  wells, while  the 1908-2
     Program has an approximate 1.3% working interest in the  Marshall
     Young  No. 204 well and  an approximate 3.2%  working interest in
     the Mikles No. 3-4 and Hunter-Ryan No. 1 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.  On September 10, 1996
     the Oklahoma  Supreme  Court ruled  in  a separate  lawsuit  that
     owners of royalty interests in Oklahoma oil and gas properties do
     not  have the  right  to share  in  the proceeds  of  take-or-pay
     settlements.  Such ruling  is not yet final.   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 the Kinney-Warren No.  3-10, Fender No.
     4-10, Mikles No. 1-10, and Damron No. 1-10 wells (Gene Mikles, et
     al.  v. Dyco  Petroleum Corporation,  et  al., District  Court of
     Beckham County, Oklahoma).  The 1980-1 Program has an approximate
     2.3% working  interest in the  Kinney-Warren No. 3-10  and Fender
     No.  4-10 wells and an  approximate 5.7% working  interest in the
     Mikles  No.  1-10 and  Damron No.  1-10  wells, while  the 1980-2
     Program has an approximate  2.4% working interest in the  Kinney-
     Warren No. 3-10 and Fender No. 4-10 wells and an approximate 5.9%
     working  interest  in the  MiKles No.  1-10  and Damron  No. 1-10
     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 these financial statements, the district court
     has not ruled on  the motion.  Dyco intends to  vigorously defend

                                 -21-
<PAGE>
<PAGE>
     the  lawsuit.  On September  10, 1996 the  Oklahoma Supreme Court
     ruled in a separate  lawsuit that owners of royalty  interests in
     Oklahoma oil and gas properties do not have the right to share in
     the  proceeds of take-or-pay settlements.  Such ruling is not yet
     final.   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 Program
     has  an interest failed to exercise due diligence in locating the
     owner  while in  the process  of force  pooling the  drilling and
     spacing unit  (Merle McCollum, as Personal  Representative of the
     Estate of Jack McCollum, Deceased v. Apache Corporation, et  al.,
     District  Court  of  Beckham County,  Oklahoma).    The  wells in
     question included  the Kinney-Warren  No. 3-10, Fender  No. 4-10,
     Mikles No. 1-10, and Damron No. 1-10.  The 1980-1  Program has an
     approximate 2.3%  working interest in the  Kinney-Warren No. 3-10
     and Fender  No.  4-10  wells  and  an  approximate  5.7%  working
     interest in the Mikles No.  1-10 well and Damron No. 1-10  wells,
     while the 1980-2 Program has an approximate 2.4% working interest
     in  the Kinney-Warren No. 3-10  and Fender No.  4-10 wells and an
     approximate 5.9%  working interest  in  the Mikles  No. 1-10  and
     Damron No. 1-10  wells.   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 well 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.  Judgement 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.   On
     September  23,  1996 the  plaintiffs  entered  into a  settlement
     agreement  releasing  the  defendants from  all  remaining claims
     under this lawsuit.

     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  the Richmond  No. 1-7  well.   (Dolores
     Wynn, Trustee of the Dolores Wynn Revocable Living Trust v. Dyco,
     Case  No. CJ-95-31,  District Court  of Dewey  County, Oklahoma).
     The  1980-1 Program has an  approximate 5.12% working interest in
     the Richmond No. 1-7 well.  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.   On September 10, 1996 the Oklahoma Supreme Court ruled
     in a  separate  lawsuit  that  owners  of  royalty  interests  in
     Oklahoma oil and gas properties do not have the right to share in
     the  proceeds of take-or-pay settlements.  Such ruling is not yet
     final.   As of the date of these financial statements, management

                                 -22-
<PAGE>
<PAGE>
     cannot determine the amount of any alleged damages which would be
     allocable to the 1980-1 Program from this lawsuit.


ITEM 5. OTHER INFORMATION

     On  October 1,  1996, Drew Phillips  resigned as  Chief Financial
     Officer  of  Dyco.    Mr.  Phillips  continues  to  serve  as  an
     accounting officer of affiliates of Dyco.

     On October 1, 1996,  Patrick M. Hall was elected  Chief Financial
     Officer  of   Dyco.     Mr.  Hall  joined   affiliates  of   Dyco
     (collectively, the "Samson Companies") in 1983.  Prior to joining
     the Samson Companies he was a senior accountant with Peat Marwick
     Main  & Co. in Tulsa.   He holds a  Bachelor of Science degree in
     accounting  from Oklahoma  State  University and  is a  Certified
     Public  Accountant.   Mr. Hall  is also  Senior Vice  President -
     Controller of Samson Investment Company.


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 September 30,
                    1996 and  for the nine months  ended September 30,
                    1996, filed herewith.

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

                    All other exhibits are omitted as inapplicable.

     (b)  Reports on Form 8-K

          Current Reports  on Form 8-K  filed during third  quarter of
          1996:

          Date of event:           July 1, 1996
          Date filed with SEC:     July 8, 1996
          Item Included:
               Item 5 - Other Events

                                 -23-
<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:  November 6, 1996       By:        /s/Dennis R. Neill
                                 ------------------------------
                                        (Signature)
                                        Dennis R. Neill
                                        President



Date:  November 6, 1996       By:        /s/Patrick M. Hall
                                 ------------------------------
                                        (Signature)
                                        Patrick M. Hall
                                        Chief Financial Officer


                                 -24-
<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
          September  30, 1996 and for the  nine months ended September
          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
          September 30, 1996 and  for the nine months ended  September
          30, 1996, filed herewith.

          All other exhibits are omitted as inapplicable.
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000806576
<NAME> DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         255,720
<SECURITIES>                                         0
<RECEIVABLES>                                  104,219
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               359,939
<PP&E>                                      29,760,408
<DEPRECIATION>                              29,202,734
<TOTAL-ASSETS>                               1,064,669
<CURRENT-LIABILITIES>                           72,906
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     954,667
<TOTAL-LIABILITY-AND-EQUITY>                 1,064,669
<SALES>                                        571,579
<TOTAL-REVENUES>                               578,668
<CGS>                                                0
<TOTAL-COSTS>                                  287,513
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                291,155
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            291,155
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   291,155
<EPS-PRIMARY>                                    72.07
<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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         281,516
<SECURITIES>                                         0
<RECEIVABLES>                                  125,968
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               407,484
<PP&E>                                      35,421,390
<DEPRECIATION>                              35,073,608
<TOTAL-ASSETS>                                 945,941
<CURRENT-LIABILITIES>                          113,673
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     677,742
<TOTAL-LIABILITY-AND-EQUITY>                   945,941
<SALES>                                        854,395
<TOTAL-REVENUES>                               866,052
<CGS>                                                0
<TOTAL-COSTS>                                  355,536
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                510,516
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            510,516
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   510,516
<EPS-PRIMARY>                                   100.91
<EPS-DILUTED>                                        0
        

</TABLE>


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