DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP, 10-K405, 1997-02-20

DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-K405, 1997-02-20
DRILLING OIL & GAS WELLS

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FORM 10-K405

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the fiscal year ended December 31, 1996

Commission File Number 33-10346-09 (1980-1 Program)
33-10346-10 (1980-2 Program)

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

41-1378908 (1980-1 Program)
Minnesota 41-1385165 (1980-2 Program)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

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

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

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:
Units of limited partnership interest

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 the filing requirements for the past 90
days. Yes X No
----- -----

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K405 or any amendment to this Form 10-
K405. Yes X No (Disclosure is contained herein)
----- -----

The units of limited partnership are not publicly traded,
therefore, registrant cannot compute the aggregate market value of the
voting units held by non-affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE: None.
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FORM 10-K405

DYCO 1980 OIL AND GAS PROGRAMS
(Two Minnesota limited partnerships)

TABLE OF CONTENTS

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 15

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
UNITS AND RELATED LIMITED PARTNER MATTERS . . . . 15
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 57

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT . . . . . . . . . . . . . . . . . . . . 57
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 58
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 63
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 64

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 65
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 68

ii
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PART I

ITEM 1. BUSINESS

General

The Dyco Oil and Gas Program 1980-1 Limited Partnership (the
"1980-1 Program") and Dyco Oil and Gas Program 1980-2 Limited
Partnership (the "1980-2 Program") (collectively, the "Programs") are
Minnesota limited partnerships engaged in the production of oil and
gas. The 1980-1 Program and the 1980-2 Program commenced operations
on February 15, 1980 and June 16, 1980, respectively, with the primary
financial objective of investing their limited partners' subscriptions
in the drilling of oil and gas prospects and then distributing to
their limited partners all available cash flow from the Program's on-
going production operations. Dyco Petroleum Corporation ("Dyco")
serves as the General Partner of the Programs. See "Item 2.
Properties" for a description of the Programs' reserves and
properties.

The limited partnership agreements for each of the Programs (the
"Program Agreements") provides that limited partners are allocated 99%
of all Program costs and revenues and Dyco, as General Partner, is
allocated 1% of all Program costs and revenues. Included in such
costs is each Program's reimbursement to Dyco of the Program's
proportionate share of Dyco's geological, engineering, and general and
administrative expenses.

Dyco serves as General Partner of 32 limited partnerships,
including the Programs. Dyco is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including Dyco, (collectively, the "Samson
Companies") are engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties. At December 31, 1996, the Samson Companies
owned interests in approximately 16,000 oil and gas wells located in
19 states of the United States and Canada, Venezuela, and Russia. At
December 31, 1996, the Samson Companies operated approximately 2,600
oil and gas wells located in 15 states of the United States and
Canada, Venezuela, and Russia.

As limited partnerships, the Programs have no officers,
directors, or employees. They rely instead on the personnel of Dyco
and the other Samson Companies. As of February 1, 1997, the Samson
Companies employed approximately 780 persons. No employees are
covered by collective bargaining agreements, and management believes
that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of
Dyco, see "Item 10. Directors and Executive Officers of the
Registrant."

1
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Dyco's and the Programs' principal place of business is located
at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (800) 283-1791.

Funding

Although the Program Agreements permit the Programs to incur
borrowings, each Program's operations and expenses are currently
funded out of each Program's revenues from oil and gas sales. Dyco
may, but is not required to, advance funds to each of the Programs for
the same purposes for which Program borrowings are authorized.

Principal Products Produced and Services Rendered

The Programs' sole business is the development and production of
oil and gas with a concentration on gas. The Programs do not hold
any patents, trademarks, licenses, or concessions and are not a party
to any government contracts. The Programs have no backlog of orders
and do not participate in research and development activities. The
Programs are not presently encountering shortages of oilfield tubular
goods, compressors, production material, or other equipment.

Oil, Gas, and Environmental Control Regulations

Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.

2
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Regulation of Sales and Transportation of Oil and Gas -- Sales of
crude oil and condensate are made by the Programs at market prices and
are not subject to price controls. The sale of gas may be subject to
both federal and state laws and regulations, including, but not
limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas
Policy Act of 1978 (the "NGPA"), and regulations promulgated by the
Federal Energy Regulatory Commission (the "FERC") under the NGA, the
NGPA, and other statutes. The provisions of the NGA and the NGPA, as
well as the regulations thereunder, are complex and affect all who
produce, resell, transport, or purchase gas, including the Programs.
Although virtually all of the Programs' gas production is not subject
to price regulation, the NGA, NGPA, and FERC regulations affect the
availability of gas transportation services and the ability of gas
consumers to continue to purchase or use gas at current levels.
Accordingly, such regulations may have a material effect on the
Programs' operations and projections of future oil and gas production
and revenues.

Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.

Regulation of the Environment -- The Programs' operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Programs' operations or may affect the Programs' ability
to complete, in a timely fashion, existing or future activities.
Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil
and gas operations.

Significant Customers

Purchases of gas by El Paso Energy Marketing Company ("El Paso")
accounted for approximately 91.4% of the 1980-1 Program's oil and gas
sales during the year ended December 31, 1996. With respect to the
1980-2 Program, purchases of gas by El Paso accounted for approxi-
mately 89.7% of its oil and gas sales during the year ended December
31, 1996. In the event of interruption of purchases by this
significant customer or the cessation or material change in
availability of open-access transportation by the Programs' pipeline
transporters, the Programs may encounter difficulty in marketing their
gas and in maintaining historic sales levels. Alternative purchasers
or transporters may not be readily available.

3
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The Programs' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the
producing properties of the Programs. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.

Competition and Marketing

The domestic oil and gas industry is highly competitive, with a
large number of companies and individuals engaged in the exploration
and development of oil and gas properties. The ability of the
Programs to produce and market oil and gas profitably depends on a
number of factors that are beyond the control of the Programs. These
factors include worldwide political instability (especially in oil-
producing regions), United Nations export embargoes, the supply and
price of foreign imports of oil and gas, the level of consumer product
demand (which can be heavily influenced by weather patterns),
government regulations and taxes, the price and availability of
alternative fuels, the overall economic environment, and the
availability and capacity of transportation and processing facilities.
The effect of these factors on future oil and gas industry trends
cannot be accurately predicted or anticipated.

The most important variable affecting the Programs' revenues is
the prices received for the sale of oil and gas. Predicting future
prices is very difficult. Concerning past trends, average yearly
wellhead gas prices in the United States have been relatively volatile
for a number of years. For the past ten years, such prices have
generally been in the $1.40 to $2.00 per Mcf range, significantly
below prices received in the early 1980s. Average gas prices in the
last several months have, however, been somewhat higher than those
yearly averages. It is not known whether this is a short-term trend
or will lead to higher average gas prices on a longer-term basis.

Substantially all of the Programs' gas reserves are being sold in
the "spot market." Prices on the spot market are subject to wide
seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Programs' gas increased from approximately $2.00 per
Mcf at December 31, 1995 to approximately $3.57 per Mcf at December
31, 1996. Such prices were on an MMBTU basis and differ from the
prices actually received by the Programs due to transportation and
marketing costs, BTU adjustments, and regional price and quality
differences.

4
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Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Programs' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.

Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Programs for at least the following year. In particular, it should be
noted that December 31, 1996 prices were much higher than year-end
prices for the last several years and substantially higher than the
average prices received in each of the last several years. It is not
possible to predict whether the December 1996 pricing level is
indicative of a new trend toward higher energy prices or a short-term
deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.

Insurance Coverage

The Programs are subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts,
pollution, fires, and other casualties. The Programs maintain
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Programs, but losses can
occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Programs' financial position and results of operations.

5
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ITEM 2. PROPERTIES

Well Statistics

The following table sets forth the numbers of gross and net
productive wells of the Programs as of December 31, 1996.

Well Statistics(1)
As of December 31, 1996

1980-1 1980-2
Program Program
------- -------
Gross productive wells(2):
Oil 2 1
Gas 46 55
-- --
Total 48 56

Net productive wells(3):
Oil .34 .06
Gas 2.50 3.27
---- ----
Total 2.84 3.33

-----------------
(1) The designation of a well as an oil well or gas well is made
by Dyco based on the relative amount of oil and gas reserves
for the well. Regardless of a well's oil or gas
designation, it may produce oil, gas, or both oil and gas.
(2) As used throughout this Annual Report on Form 10-K ("Annual
Report"), "Gross Well" refers to a well in which a working
interest is owned. The number of gross wells is the total
number of wells in which a working interest is owned.
(3) As used throughout this Annual Report, "Net Well" refers to
the sum of the fractional working interests owned in gross
wells expressed as whole numbers and fractions thereof. For
example, a 15% leasehold interest in a well represents one
Gross Well, but 0.15 Net Well.

Drilling Activities

The 1980-1 Program drilled one gross developmental well during
the year ended December 31, 1996. This well was in Custer County,
Oklahoma and was completed as a producing gas well on August 15, 1996.
The 1980-2 Programs participated in no drilling activities for the
year ended December 31, 1996.

6
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Oil and Gas Production, Revenue, and Price History

The following table sets forth certain historical information
concerning the oil (including condensates) and gas production, net of
all royalties, overriding royalties, and other third party interests,
of the Programs, revenues attributable to such production, and certain
price and cost information.

Net Production Data

Year Ended December 31,
------------------------------
1996 1995 1994
---------- -------- --------

1980-1 Program:
- --------------

Production:
Oil (Bbls)(1) 2,084 2,455 3,016
Gas (Mcf)(2) 336,939 410,288 334,780

Oil and gas sales:
Oil $ 42,437 $ 42,662 $ 50,080
Gas 728,518 562,964 568,880
------- ------- -------
Total $770,955 $605,626 $618,960
======= ======= =======
Total direct operating
expenses $129,291 $193,353 $208,158
======= ======= =======

Direct operating expense
as a percentage of oil
and gas sales 16.8% 31.9% 33.6%

Average sales price:
Per barrel of oil $20.36 $17.38 $16.60
Per Mcf of gas 2.16 1.37 1.70

Direct operating expenses
per equivalent Mcf of
gas(3) $ .37 $ .45 $ .59

7
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1980-2 Program:
- --------------

Production:
Oil (Bbls)(1) 1,786 2,064 2,221
Gas (Mcf)(2) 468,214 560,892 445,185

Oil and gas sales:
Oil $ 35,465 $ 36,469 $ 36,010
Gas 986,922 783,949 705,855
--------- ------- -------
Total $1,022,387 $820,418 $741,865
========= ======= =======

Total direct operating
expenses $ 180,038 $415,548 $206,652
========= ======= =======

Direct operating expenses
as a percentage of oil
and gas sales 17.6% 50.7% 27.9%

Average sales price:
Per barrel of oil $19.86 $17.67 $16.21
Per Mcf of gas 2.11 1.40 1.59

Direct operating expenses
per equivalent Mcf of
gas(3) $ .38 $ .72 $ .45

- ----------

(1) As used throughout this Annual Report, "Bbls" refers to barrels
of 42 U.S. gallons and represents the basic unit for measuring
the production of crude oil and condensate oil.
(2) As used throughout this Annual Report, "Mcf" refers to volume of
1,000 cubic feet under prescribed conditions of pressure and
temperature and represents the basic unit for measuring the
production of gas
(3) Oil production is converted to gas equivalents at the rate of six
Mcf per barrel, representing the estimated relative energy
content of gas and oil, which rate is not necessarily indicative
of the relationship of oil and gas prices. The respective prices
of oil and gas are affected by market and other factors in
addition to relative energy content.

8
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Proved Reserves and Net Present Value

The following table sets forth the Programs' estimated proved oil
and gas reserves and net present value therefrom as of December 31,
1996. The schedule of quantities of proved oil and gas reserves was
prepared by Dyco in accordance with the rules prescribed by the
Securities and Exchange Commission (the "SEC"). As used throughout
this Annual Report, "proved reserves" refers to those estimated
quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be
recoverable in future years from known oil and gas reservoirs under
existing economic and operating conditions.

Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses), and estimated future development
costs, discounted at 10% per annum. Net present value attributable to
the Programs' proved reserves was calculated on the basis of current
costs and prices at December 31, 1996. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used by Dyco in calculating the net present
value attributable to the Programs' proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1996. Furthermore, gas prices at December 31, 1996 were
much higher than the price used for determining the Programs' net
present value of proved reserves for the year ended December 31, 1995
and substantially higher than the average prices received by the
Programs in each of the last several years. There can be no assurance
that the prices used in calculating the net present value of the
Programs' proved reserves at December 31, 1996 will actually be
realized for such production.

The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.

9
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Proved Reserves and
Net Present Value
From Proved Reserves

As of December 31, 1996

1980-1 Program:
- --------------

Estimated proved reserves:
Gas (Mcf) 1,326,820
Oil and liquids (Bbls) 15,699

Net present value (discounted
at 10% per annum) $3,076,727

1980-2 Program:
- --------------

Estimated proved reserves:
Gas (Mcf) 1,456,279
Oil and liquids (Bbls) 8,699

Net present value (discounted
at 10% per annum) $2,776,052

No estimates of the proved reserves of the Programs comparable to
those included herein have been included in reports to any federal
agency other than the SEC. Additional information relating to the
Programs' proved reserves is contained in Note 5 to the Programs'
financial statements, included in Item 8 of this Annual Report.

Significant Properties

1980-1 Program
--------------

As of December 31, 1996, the 1980-1 Program's properties
consisted of 48 gross (2.84 net) productive wells. The 1980-1 Program
also owned a non-working interest in an additional 15 wells.
Affiliates of the 1980-1 Program operate 25 (40%) of its total wells.
As of December 31, 1996, the 1980-1 Program had estimated total proved
reserves of 1,326,820 Mcf of gas and 15,699 barrels of oil, with a
present value (discounted at 10% per annum) of estimated future net
cash flow of $3,076,727. All of the 1980-1 Program's reserves are
located in the Anadarko Basin of western Oklahoma and the Texas
panhandle, which is an established oil and gas producing basin.

10
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1980-2 Program
--------------

As of December 31, 1996, the 1980-2 Program's properties
consisted of 56 gross (3.33 net) productive wells. The 1980-2 Program
also owned a non-working interest in an additional 16 wells.
Affiliates of the 1980-2 Program operate 25 (35%) of its total wells.
As of December 31, 1996, the 1980-2 Program had estimated total proved
reserves of 1,456,279 Mcf of gas and 8,699 barrels of oil, with a
present value (discounted at 10% per annum) of estimated future net
cash flow of $2,776,052. All of the 1980-2 Program's reserves are
located in the Anadarko Basin.

Title to Oil and Gas Properties

Management believes that the Programs have satisfactory title to
their oil and gas properties. Record title to substantially all of
the Programs' properties is held by Dyco as nominee.

Title to the Programs' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Programs'
interest therein or materially interfere with their use in the
operation of the Programs' business.

11
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ITEM 3. LEGAL PROCEEDINGS

On November 12, 1992, Larry and Leona Beck filed a lawsuit
against Dyco and others in which the plaintiffs alleged damages to
their land as a result of remediation operations conducted on the Paul
King #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 #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. The 1980-1 and
1980-2 Programs' share of such verdict was approximately $123,000 and
$128,000, respectively, in actual damages and approximately $23,000
and $23,500, respectively, in punitive damages. Following appeal, the
case was remanded for a new trial in order to redetermine damages. On
December 23, 1996, prior to such new trial, the case was settled at no
cost to the Programs.

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 sought a full accounting, unpaid
royalties, and his share of benefits from the gas purchase contract as
a third party beneficiary. 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. As a result of such
ruling, the plaintiffs dismissed the Thurmond case.

12
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On October 15, 1993, certain royalty owners filed a class action
lawsuit against Dyco in which the plaintiffs alleged entitlement to a
share of proceeds of a take-or-pay settlement with a gas purchaser
which involved the Marshall Young No. 2-4, Mikles No. 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 3.1% working interest
in the Mikles No. 3-4 and Hunter-Ryan No. 1 wells, while the 1980-2
Program has an approximate 1.3% working interest in the Marshall Young
No. 2-4 well and an approximate 3.2% working interest in the Mikles
No. 3-4 and Hunter-Ryan No. 1 wells. The lawsuit also alleged 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. Oral arguments were heard on plaintiffs' motion for summary
judgment in January 1995, however, as of the date of this Annual
Report, 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. On February 11,
1997 the Oklahoma Supreme Court denied the plaintiffs' request for a
rehearing in this separate lawsuit; therefore, its holding that
Oklahoma royalty owners do not have the right to share in the proceeds
of take-or-pay settlements should be dispositive of the Tom Mikles
case.

13
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On October 26, 1993, certain royalty owners filed a class action
lawsuit against Dyco in which the plaintiffs alleged entitlement to a
share of 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 alleged 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. 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. Oral arguments were heard on
plaintiffs' motion for summary judgment in January 1995, however, as
of the date of this Annual Report, 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. On February 11, 1997 the Oklahoma Supreme Court
denied the plaintiffs' request for a rehearing in this separate
lawsuit; therefore, its holding that Oklahoma royalty owners do not
have the right to share in the proceeds of take-or-pay settlements
should be dispositive of the Gene Mikles case.

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 alleged claims based on unjust enrichment, breach of
contract and fiduciary obligation, and constructive fraud. The
plaintiff sought an accounting as a third party beneficiary and a
temporary restraining order, along with actual and punitive damages,
interest, and costs. 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. As a result of such ruling, the
plaintiff dismissed the Wynn case.

14
<PAGE>
<PAGE>
On December 27, 1996 the operator of certain wells in which the
Programs own an interest filed a lawsuit against Dyco in which the
plaintiff is seeking the collection of outstanding joint interest
billings. (Apache Corporation v. Dyco et al., Case No. CJ-96-203,
District Court of Beckham County, Oklahoma.) The wells in question
are the Akridge No. 1-3, Damron No. 1-10, and Damron No. 2-15. The
plaintiff is seeking $445,860.75, plus interest, costs, and fees. The
1980-1 Program and 1980-2 Program each have an approximate 15% working
interest in the combined wells. Dyco has filed an answer in the
matter whereby it has denied all of the plaintiff's allegations. Dyco
intends to vigorously defend the lawsuit. As of the date of this
Annual Report, management cannot determine the amount of any alleged
damages which would be allocable to the Programs from this lawsuit.

Except for the foregoing litigation, to the knowledge of the
management of Dyco and the Programs, neither Dyco, the Programs, nor
the Programs' properties are subject to any litigation, the results of
which would have a material effect on the Programs' or Dyco's
financial condition or operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS

There were no matters submitted to a vote of the limited partners
of either Program during 1996.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
RELATED LIMITED PARTNER MATTERS

The Programs do not have an established trading market for their
units of limited partnership interest ("Units"). Pursuant to the
terms of the Program Agreements, Dyco, as General Partner, is
obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Programs' reserves and is
calculated pursuant to the terms of the Agreements. Such repurchase
offer is recalculated monthly in order to reflect cash distributions
made to the limited partners and extraordinary events. The following
table sets forth, for the periods indicated, Dyco's repurchase offer
per Unit and the amount of the Programs' cash distributions per Unit
for the same period. For purposes of this Annual Report, a Unit
represents an initial subscription of $5,000 to a Program.

15
<PAGE>
<PAGE>
1980-1 Program
--------------

Repurchase Cash
Price Distributions
---------- -------------

1995:
First Quarter $319 $ -
Second Quarter 245 -
Third Quarter 245 -
Fourth Quarter 245 -

1996:
First Quarter $245 $ -
Second Quarter 220 25
Third Quarter 316 45
Fourth Quarter 281 35

1997:
First Quarter $281 (1)

--------------------

(1) To be declared in March 1997.

1980-2 Program
--------------

Repurchase Cash
Price Distributions
---------- -------------

1995:
First Quarter $277 $ -
Second Quarter 244 20
Third Quarter 244 -
Fourth Quarter 244 -

1996:
First Quarter $224 $20
Second Quarter 189 35
Third Quarter 174 75
Fourth Quarter 174 -

1997:
First Quarter $174 (1)

--------------------
(1) To be declared in March 1997.

16
<PAGE>
<PAGE>
The 1980-1 Program has 4,040 Units outstanding and approximately
1,319 limited partners of record. The 1980-2 Program has 5,059 Units
outstanding and approximately 1,639 limited partners of record.

17
<PAGE>
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Selected Financial Data

The following tables present selected financial data for the Programs. This data should
be read in conjunction with the financial statements of the Programs, and the respective notes
thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and
Supplementary Data."
1980-1 Program
--------------
December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Oil and gas sales $ 770,955 $ 605,626 $618,960 $640,636 $ 815,018
Total revenues 781,724 610,611 623,003 643,836 863,442

Lease operating
expenses 74,882 152,105 164,315 44,096 29,483
Production taxes 54,409 41,248 43,843 45,772 57,555
General and admini-
strative expenses 68,217 68,974 64,886 68,371 70,470
Depreciation, depletion,
and amortization of
oil and gas
properties 88,047 122,879 166,083 115,490 179,651

Net income 496,169 225,405 183,876 370,107 526,283
per Unit 123 56 46 92 130
Cash distributions 424,200 - 343,400 545,400 646,400
per Unit 105 - 85 135 160

Summary Balance Sheet
Data:
Total assets 1,062,619 1,033,855 811,045 907,646 1,072,236
Partners' capital 1,018,281 946,312 720,907 880,431 1,055,724
</TABLE>
18
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1980-2 Program
--------------

December 31,
----------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Summary of Operations
Oil and gas sales $1,022,387 $ 820,418 $741,865 $ 866,379 $1,086,413
Total revenues 1,038,028 827,427 748,100 886,645 1,151,589

Lease operating
expenses 105,131 356,433 156,787 96,924 109,799
Production taxes 74,907 59,115 49,865 68,301 73,665
General and admini-
strative expenses 100,208 101,606 96,134 98,967 94,784
Depreciation, depletion,
and amortization of
oil and gas
properties 88,431 130,828 190,498 154,299 221,849

Net income 669,351 179,445 254,816 468,154 651,492
per Unit 132 35 50 93 129
Cash distributions 657,670 101,180 430,015 758,850 733,555
per Unit 130 20 85 150 145

Summary Balance Sheet
Data:
Total assets 1,009,945 1,070,692 861,863 1,542,926 1,758,558
Partners' capital 836,577 824,896 746,631 921,830 1,212,526
</TABLE>
19
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Use of Forward-Looking Statements and Estimates

This Annual Report contains certain forward-looking statements.
The words "anticipate," "believe," "expect," "plan," "intend,"
"estimate," "project," "could," "may," and similar expressions are
intended to identify forward-looking statements. Such statements
reflect management's current views with respect to future events and
financial performance. This Annual Report also includes certain
information which is, or is based upon, estimates and assumptions.
Such estimates and assumptions are management's efforts to accurately
reflect the condition and operation of the Programs.

Use of forward-looking statements and estimates and assumptions
involve risks and uncertainties which include, but are not limited to,
the volatility of oil and gas prices, the uncertainty of reserve
information, the operating risk associated with oil and gas properties
(including the risk of personal injury, death, property damage, damage
to the well or producing reservoir, environmental contamination, and
other operating risks), the prospect of changing tax and regulatory
laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of
foreign imports of oil and gas, the level of consumer product demand,
and the price and availability of alternative fuels. Should one or
more of these risks or uncertainties occur or should estimates or
underlying assumptions prove incorrect, actual conditions or results
may vary materially and adversely from those stated, anticipated,
believed, estimated, or otherwise indicated.

General Discussion

The following general discussion should be read in conjunction
with the analysis of results of operations provided below. The most
important variable affecting the Programs' revenues is the prices
received for the sale of oil and gas. Predicting future prices is
very difficult. Concerning past trends, average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years. For the past ten years, such prices have generally been in
the $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s. Average gas prices in the last several months
have, however, been somewhat higher than those yearly averages. It is
not known whether this is a short-term trend or will lead to higher
average gas prices on a longer-term basis.

20
<PAGE>
<PAGE>
Substantially all of the Programs' gas reserves are being sold in
the "spot market." Prices on the spot market are subject to wide
seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Programs' gas increased from approximately $2.00 per
Mcf at December 31, 1995 to approximately $3.57 per Mcf at December
31, 1996. Such prices were on an MMBTU basis and differ from the
prices actually received by the Programs due to transportation and
marketing costs, BTU adjustments, and regional price and quality
differences.

Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Programs' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.

21
<PAGE>
<PAGE>
Results of Operations

1980-1 Program
--------------

Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------

Total oil and gas sales increased $165,329 (27.3%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $324,000 was related to an
increase in the average price of gas sold, partially offset by a
decrease of approximately $158,000 related to a decrease in volumes of
gas sold. Volumes of oil and gas sold decreased 371 barrels and
73,349 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decreases in
volumes of oil and gas sold resulted primarily from normal declines in
production on several wells due to such wells' diminished reserves.
Average oil and gas prices increased to $20.36 per barrel and $2.16
per Mcf, respectively, for the year ended December 31, 1996 from
$17.38 per barrel and $1.37 per Mcf, respectively, for the year ended
December 31, 1995.

Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $64,062 (33.1%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from (i) credits received on
two wells during the year ended December 31, 1996 for prior period
environmental charges and (ii) the reversal of a $40,000 accrual
during the year ended December 31, 1996 due to the conclusion of
certain legal contingencies in favor of the 1980-1 Program (see "Item
3. Legal Proceedings."), partially offset by an increase in
production taxes associated with the increase in oil and gas sales
during the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 16.8% for the year ended December 31, 1996 from
31.9% for the year ended December 31, 1995. This percentage decrease
was primarily due to the dollar decrease in production expenses
discussed above and the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.

22
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $34,832 (28.3%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) the decreases in volumes of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995 and (ii) an upward revision in the estimate of
remaining gas reserves at December 31, 1996. As a percentage of oil
and gas sales, this expense decreased to 11.4% for the year ended
December 31, 1996 from 20.3% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.

General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 8.8% for the year ended December 31, 1996 from
11.4% for the year ended December 31, 1995. This percentage decrease
was primarily due to the increase in oil and gas sales during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.

23
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------

Total oil and gas sales decreased $13,334 (2.2%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $110,000 was related to a
decrease in the average price of gas sold and approximately $10,000
was related to a decease in volumes of oil sold, partially offset by
an increase of approximately $103,000 related to an increase in
volumes of gas sold and an increase of approximately $2,000 related to
an increase in the average price of oil sold. Volumes of oil sold
decreased 561 barrels for the year ended December 31, 1995 as compared
to the year ended December 31, 1994 while volumes of gas sold
increased 75,508 Mcf for the year ended December 31, 1995 as compared
to the year ended December 31, 1994. The increase in volumes of gas
sold was primarily due to increased production on two wells during the
year ended December 31, 1995 as compared to the year ended December
31, 1994 as a result of recompletion activities completed during the
year ended December 31, 1995. Average gas prices decreased to $1.37
per Mcf for the year ended December 31, 1995 from $1.70 per Mcf for
the year ended December 31, 1994, while average oil prices increased
to $17.38 per barrel for the year ended December 31, 1995 from $16.60
per barrel for the year ended December 31, 1994.

Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $14,805 (7.1%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease resulted primarily from an accrual for certain
litigation costs during the year ended December 31, 1994, partially
offset by workover charges incurred on two wells during the year ended
December 31, 1995 in order to improve the recovery of reserves. As a
percentage of oil and gas sales, these expenses decreased slightly to
31.9% for the year ended December 31, 1995 from 33.6% for the year
ended December 31, 1994.

Depreciation, depletion, and amortization of oil and gas
properties decreased $43,204 (26.0%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of an upward revision in the estimate of
remaining gas reserves at December 31, 1995, partially offset by an
increase in oil and gas properties subject to amortization as a result
of the recompletion of an existing well during the year ended December
31, 1995 in order to improve the recovery of reserves. As a
percentage of oil and gas sales, this expense decreased to 20.3% for
the year ended December 31, 1995 from 26.8% for the year ended
December 31, 1994. This percentage decrease resulted primarily from
the dollar decrease in depreciation, depletion, and amortization
expense discussed above.

24
<PAGE>
<PAGE>
General and administrative expenses increased $4,088 (6.3%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This increase resulted primarily from increases in
both professional fees and printing and postage expenses during the
year ended December 31, 1995 as compared to the year ended December
31, 1994. As a percentage of oil and gas sales, these expenses
increased to 11.4% for the year ended December 31, 1995 from 10.5% for
the year ended December 31, 1994. This percentage increase was
primarily due to the dollar increase in general and administrative
expenses discussed above.

1980-2 Program
--------------

Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------

Total oil and gas sales increased $201,969 (24.6%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $398,000 was related to an
increase in the average price of gas sold, partially offset by a
decrease of approximately $196,000 related to a decrease in volumes of
gas sold. Volumes of oil and gas sold decreased 278 barrels and
92,678 Mcf, respectively, during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of oil sold resulted primarily from normal declines in production on
several wells due to diminished oil reserves. The decrease in volumes
of gas sold resulted primarily from a positive prior period volume
adjustment made by the operator of one well during the year ended
December 31, 1995. Average oil and gas prices increased to $19.86 per
barrel and $2.11 per Mcf, respectively, for the year ended December
31, 1996 from $17.67 per barrel and $1.40 per Mcf, respectively, for
the year ended December 31, 1995.

25
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $235,510 (56.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from (i) significant workover
charges incurred on one well during the year ended December 31, 1995
in order to improve the recovery of reserves, (ii) the reversal of a
$40,000 accrual during the year ended December 31, 1996 due to the
conclusion of certain legal contingencies in favor of the 1980-2
Program (see "Item 3. Legal Proceedings"), and (iii) credits received
on two wells during the year ended December 31, 1996 for prior period
environmental charges. As a percentage of oil and gas sales, these
expenses decreased to 17.6% for the year ended December 31, 1996 from
50.7% for the year ended December 31, 1995. This percentage decease
was primarily due to the dollar decrease in production expenses
discussed above and the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.

Depreciation, depletion, and amortization of oil and gas
properties decreased $42,397 (32.4%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996 and (ii) the decreases in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. As a percentage of oil
and gas sales, this expense decreased to 8.6% for the year ended
December 31, 1996 from 15.9% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.

General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 9.8% for the year ended December 31, 1996 from
12.4% for the year ended December 31, 1995. This percentage decrease
was primarily due to the increase in oil and gas sales during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.

26
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------

Total oil and gas sales increased $78,553 (10.6%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this increase, approximately $162,000 was related to an
increase in volumes of gas sold, partially offset by a decrease of
approximately $85,000 related to a decrease in the average price of
gas sold. Volumes of gas sold increased 115,707 Mcf for the year
ended December 31, 1995 as compared to the year ended December 31,
1994, while volumes of oil sold decreased 157 barrels for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. The increase in volumes of gas sold was primarily due to a
significant positive prior period volume adjustment by a purchaser on
one well during the year ended December 31, 1995. Average gas prices
decreased to $1.40 per Mcf for the year ended December 31, 1995 from
$1.59 per Mcf for the year ended December 31, 1994, while average oil
prices increased to $17.67 per barrel for the year ended December 31,
1995 from $16.21 per barrel for the year ended December 31, 1994.

Oil and gas production expenses (including lease operating
expenses and production taxes) increased $208,896 (101.1%) for the
year ended December 31, 1995 as compared to the year ended December
31, 1994. This increase was primarily due to workover charges on one
well during the year ended December 31, 1995 which were incurred in
order to improve the recovery of reserves. As a percentage of oil and
gas sales, these expenses increased to 50.7% for the year ended
December 31, 1995 from 27.9% for the year ended December 31, 1994.
This percentage increase resulted primarily from the dollar increase
in production expenses discussed above.

Depreciation, depletion, and amortization of oil and gas
properties decreased $59,670 (31.3%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of an upward revision in the estimate of
remaining gas reserves at December 31, 1995, partially offset by an
increase in oil and gas sales for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. As a percentage of oil
and gas sales, this expense decreased to 15.9% for the year ended
December 31, 1995 from 25.7% for the year ended December 31, 1994.
This percentage decrease was primarily due to the upward revision in
the estimate of remaining gas reserves discussed above.

27
<PAGE>
<PAGE>
General and administrative expenses increased $5,472 (5.7%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This increase resulted primarily from increases in
both professional fees and printing and postage expenses during the
year ended December 31, 1995 as compared to the year ended December
31, 1994. As a percentage of oil and gas sales, these expenses
remained relatively constant at 12.4% for the year ended December 31,
1995 and 13.0% for the year ended December 31, 1994.

Liquidity and Capital Resources

Net proceeds from operations less necessary operating capital are
distributed to the limited partners on a quarterly basis. See "Item
5. Market for the Registrant's Limited Partnership Units and Related
Limited Partner Matters." 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 reserves, thereby resulting in a positive
economic impact. Assuming production levels for the year ended
December 31, 1996, the 1980-1 Program's and 1980-2 Program's proved
reserve quantities at December 31, 1996 would have a life of
approximately 3.9 and 3.1 years, respectively, for gas reserves and
7.5 and 4.9 years, respectively, for oil reserves. However, since the
Programs' reserve estimates are based on oil and gas prices at
December 31, 1996, it is possible that a significant decrease in oil
and gas prices from December 31, 1996 levels will reduce such reserves
and their corresponding life-span.

The Programs' available capital from the limited partners'
subscriptions has been spent on oil and gas drilling activities and
there should be no further material capital resource commitments in
the future. The Programs have no debt commitments. Cash for
operational purposes will be provided by current oil and gas
production.

The Samson Companies are currently in the process of evaluating
certain oil and gas properties owned by the Programs and other
entities of the Samson Companies. As a result of such evaluation, it
is expected that certain of these properties will be placed in bid
packages and offered for sale during the first half of 1997. It is
likely that the Programs will have an interest in some of the
properties being sold. It is currently estimated that the value of
such sales, as a percentage of total proved reserves of either
Program, will range from 1% to 10%.

28
<PAGE>
<PAGE>
The decision to accept any offer for the purchase of a property
owned by one or both of the Programs will be made by Dyco after giving
due consideration to the offer price and Dyco's estimate of both the
property's remaining proved reserves and future operating costs. Net
proceeds from the sale of any such properties will be distributed to
the Programs and will be included in the calculation of the Programs'
cash distributions for the quarter immediately following the Programs'
receipt of the proceeds.

Following completion of any sale, the Programs' quantity of
proved reserves will be reduced. It is also possible that the
Programs' repurchase values and future cash distributions could
decline as a result of a reduction of the Programs' reserve base. On
the other hand, Dyco believes there will be beneficial operating
efficiencies related to the Programs' remaining properties. This is
primarily due to the fact that the properties being considered for
sale are more likely to bear a higher ratio of operating expenses as
compared to reserves than the properties not being considered for
sale. The net effect of such property sales is difficult to predict
as of the date of this Annual Report.

There can be no assurance as to the amount of the Programs'
future cash distributions. The Programs' ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Programs' operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Programs, including the price of and demand for oil and
gas and other market and economic conditions. Even if prices and
costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing
properties declines) since the Programs are not replacing production
through acquisitions of producing properties and drilling. If the
Programs sell any of their properties as discussed above, the
Programs' quantity of proved reserves will be reduced; therefore, it
is possible that the Programs' future cash distributions could decline
as a result of a reduction of the Programs' reserve base.

The Programs are involved in certain litigation, the outcome of
which cannot presently be determined. In the event of an unfavorable
outcome, the Programs' liquidity and capital resources could be
negatively impacted. See "Item 3. Legal Proceedings" for a further
discussion of this litigation.

29
<PAGE>
<PAGE>
Inflation and Changing Prices

Prices obtained for oil and gas production depend upon numerous
factors, including the extent of domestic and foreign production,
foreign imports of oil, market demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws. The
general level of inflation in the economy did not have a material
effect on the operations of the Programs in 1996. Oil and gas prices
have fluctuated during recent years and generally have not followed
the same pattern as inflation. See "Item 2. Properties - Oil and Gas
Production, Revenue, and Price History."

30
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP

We have audited the financial statements of the Dyco Oil and Gas
Program 1980-1 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Annual Report. These financial
statements are the responsibility of the Program's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and dis-
closures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Dyco Oil and Gas Program 1980-1 Limited Partnership at December
31, 1996 and 1995, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 10, 1997

31
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-1 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1996 and 1995

ASSETS
------
1996 1995
---------- --------
CURRENT ASSETS:
Cash and cash equivalents $ 227,376 $ 106,038
Accrued oil and gas sales,
including $92,090 due from
related parties at 1995 (Note 2) 156,135 109,691
--------- ---------
Total current assets $ 383,511 $ 215,729

NET OIL AND GAS PROPERTIES,
utilizing the full cost method 578,468 671,070

DEFERRED CHARGE 100,640 147,056
--------- ---------
$1,062,619 $1,033,855
========= =========

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

CURRENT LIABILITIES:
Accounts payable $ 7,876 $ 49,013
Gas imbalance payable 1,034 1,434
--------- ---------
Total current liabilities $ 8,910 $ 50,447

ACCRUED LIABILITY 35,428 37,096

CONTINGENCY (Note 4)

PARTNERS' CAPITAL:
General Partner, issued and
outstanding, 40 Units 10,183 9,463
Limited Partners, issued and
outstanding, 4,000 Units 1,008,098 936,849
--------- ---------
Total Partners' Capital $1,018,281 $ 946,312
--------- ---------
$1,062,619 $1,033,855
========= =========

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

32
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-1 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994

1996 1995 1994
------- ------- -------
REVENUES:
Oil and gas sales,
including $524,274 and
$576,825 of sales to
related parties in
1995 and 1994 (Note 2) $770,955 $605,626 $618,960
Interest and other income 10,769 4,985 4,043
------- ------- -------
$781,724 $610,611 $623,003

COSTS AND EXPENSES:
Lease operating $ 74,882 $152,105 $164,315
Production taxes 54,409 41,248 43,843
Depreciation, depletion,
and amortization of
oil and gas properties 88,047 122,879 166,083
General and administrative 68,217 68,974 64,886
------- ------- -------
$285,555 $385,206 $439,127
------- ------- -------

NET INCOME $496,169 $225,405 $183,876
======= ======= =======
GENERAL PARTNER (1%) -
NET INCOME $ 4,962 $ 2,254 $ 1,839
======= ======= =======
LIMITED PARTNERS (99%) -
NET INCOME $491,207 $223,151 $182,037
======= ======= =======
NET INCOME per Unit $ 123 $ 56 $ 46
======= ======= =======
UNITS OUTSTANDING 4,040 4,040 4,040
======= ======= =======

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

33
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-1 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1996, 1995, and 1994

General Limited
Partner Partners Total
--------- ----------- -----------

Balances at Dec. 31, 1993 $ 8,804 $ 871,627 $ 880,431
Cash distributions ( 3,434) ( 339,966) ( 343,400)
Net income 1,839 182,037 183,876
------ --------- ---------

Balances at Dec. 31, 1994 $ 7,209 $ 713,698 $ 720,907
Net income 2,254 223,151 225,405
------ --------- ---------

Balances at Dec. 31, 1995 $ 9,463 $ 936,849 $ 946,312
Cash distributions ( 4,242) ( 419,958) ( 424,200)
Net income 4,962 491,207 496,169
------ --------- ---------

Balances at Dec. 31, 1996 $10,183 $1,008,098 $1,018,281
====== ========= =========

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

34
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-1 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994

1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $496,169 $225,405 $183,876
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 88,047 122,879 166,083
(Increase) decrease in accrued
oil and gas sales ( 46,444) ( 34,175) 19,128
(Increase) decrease in
deferred charge 46,416 ( 25,137) ( 2,205)
Increase (decrease) in
accounts payable ( 41,137) 1,266 38,730
Decrease in gas imbalance
payable ( 400) ( 14,432) ( 2,332)
Increase (decrease) in
accrued liability ( 1,668) 10,571 26,525
------- ------- -------
Net cash provided by
operating activities $540,983 $286,377 $429,805

CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from the sale of
oil and gas properties $ 18,702 $ 1,519 $ 14
Additions to oil and gas
properties ( 14,147) ( 253,413) ( 71,324)
------- ------- -------
Net cash provided (used) by
investing activities $ 4,555 ($251,894) ($ 71,310)

CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($424,200) $ - ($343,400)
------- ------- -------
Net cash used by financing
activities ($424,200) $ - ($343,400)
------- ------- -------
NET INCREASE IN CASH AND
CASH EQUIVALENTS $121,338 $ 34,483 $ 15,095

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 106,038 71,555 56,460
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $227,376 $106,038 $ 71,555
======= ======= =======

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

35
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

The Dyco Oil and Gas Program 1980-1 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on February 15, 1980. Dyco Petroleum Corporation ("Dyco") is the
General Partner of the Program. Affiliates of Dyco owned
1,674.86 (41.5%) of the Program's Units at December 31, 1996.

The Program's sole business is the development and production of
oil and gas with a concentration on gas. Substantially all of
the Program's gas reserves are being sold regionally in the "spot
market." Due to the highly competitive nature of the spot
market, prices on the spot market are subject to wide seasonal
and regional pricing fluctuations. In addition, such spot market
sales are generally short-term in nature and are dependent upon
the obtaining of transportation services provided by pipelines.

Cash and Cash Equivalents

The Program considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Program to be subject to risk.

Credit Risk

Accrued oil and gas sales which are due from a variety of oil and
gas purchasers subject the Program to a concentration of credit
risk. Some of these purchasers are discussed in Note 3 - Major
Customers.
36
<PAGE>
<PAGE>
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. Capitalized costs are
depleted on the gross revenue method using estimates of proved
reserves. The full cost amortization rates per equivalent Mcf of
gas produced during the years ended December 31, 1996, 1995, and
1994, were $0.25, $0.29, and $0.47, respectively. The Program's
calculation of depreciation, depletion, and amortization includes
estimated future expenditures to be incurred in developing proved
reserves and estimated dismantlement and abandonment costs, net
of estimated salvage values. 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
("SEC")) the excess is charged to expense in the year during
which such excess occurs. In addition, the SEC rules provide
that if prices decline subsequent to year end, any excess that
results from these declines may also be charged to expense during
the current year. 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.

Deferred Charge

The Deferred Charge at December 31, 1996 and 1995 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for underproduced wells were less than the Program's pro-
rata share of total gas production from these wells by 310,616
Mcf, resulting in prepaid lease operating expenses of $100,640.
At December 31, 1995, cumulative total gas sales volumes for
underproduced wells were less than the Program's pro-rata share
of total gas production from these wells by 383,357 Mcf,
resulting in prepaid lease operating expenses of $147,056.

37
<PAGE>
<PAGE>
Accrued Liability

The Accrued Liability at December 31, 1996 and 1995 represents
charges accrued for lease operating expenses incurred in
connection with the Program's overproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 109,345 Mcf,
resulting in accrued lease operating expenses of $35,428. At
December 31, 1995, cumulative total gas sales volumes for
overproduced wells exceeded the Program's pro-rata share of total
gas production from these wells by 96,706 Mcf, resulting in
accrued lease operating expenses of $37,096.

Oil and Gas Sales and Gas Imbalance Payable

The Program's oil and condensate production is sold, title
passed, and revenue recognized at or near the Program's wells
under short-term purchase contracts at prevailing prices in
accordance with arrangements which are customary in the oil
industry. Sales of gas applicable to the Program's interest in
producing oil and gas leases are recorded as income when the gas
is metered and title transferred pursuant to the gas sales
contracts covering the Program's interest in gas reserves.
During such times as the Program's sales of gas exceed its pro
rata ownership in a well, such sales are recorded as income
unless total sales from the well have exceeded the Program's
share of estimated total gas reserves underlying the property at
which time such excess is recorded as a liability. At December
31, 1996 total sales exceeded the Program's share of estimated
total gas reserves on two wells by $1,034 (689 Mcf). At December
31, 1995 total sales exceeded the Program's share of estimated
total gas reserves on two wells by $1,434 (643 Mcf). These
amounts were recorded as gas imbalance payables at December 31,
1996 and 1995 in accordance with the sales method.

38
<PAGE>
<PAGE>
Use of Estimates in Financial Statements

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Further, accrued oil and gas sales, the deferred charge, the gas
imbalance payable, and the accrued liability all involve
estimates which could materially differ from the actual amounts
ultimately realized in the near term. Contingent liability from
litigation (see Note 4) and oil and gas reserves (see Note 5)
also involve significant estimates which could materially differ
from the actual amounts ultimately realized. The litigation,
for which contingent liabilities were accrued in a prior period
in the amount of $40,000, resulted in no liability to the Program
and the accruals were reversed during the year ended December 31,
1996. During the year ended December 31, 1996, the Program
received a credit for prior period environmental charges in the
amount of $43,257 which should have been recognized during the
second quarter of 1996 and reflected in the Program's Quarterly
Report on Form 10-Q for the 3 months ended June 30, 1996.

39
<PAGE>
<PAGE>
Income Taxes

Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition
has been given to income taxes in the accompanying financial
statements.

2. TRANSACTIONS WITH RELATED PARTIES

Under the terms of the Program 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 years ended December 31, 1996,
1995 and 1994, such expenses totaled $68,217, $68,974, and
$64,886 of which $56,088 was paid each year to Dyco and its
affiliates.

Affiliates of the Program operate certain of the Program's
properties. Their policy is to bill the Program for all
customary charges and cost reimbursements associated with these
activities, together with any compressor rentals, consulting, or
other services provided.

During 1994 and 1995 the Program sold gas at market prices to El
Paso Energy Marketing Company, formerly known as Premier Gas
Company ("El Paso"). El Paso, like other similar gas marketing
firms, then resold such gas to third parties at market prices.
El Paso was an affiliate of the Program until December 6, 1995.
During 1995 and 1994, these sales totaled $524,274 and $576,825,
respectively. At December 31, 1995, accrued oil and gas sales
included $92,090 due from El Paso.

3. MAJOR CUSTOMERS

The following purchaser individually accounted for more than 10%
of the combined oil and gas sales of the Program for the years
ended December 31, 1996, 1995, and 1994:

Purchaser 1996 1995 1994
--------- ---- ---- ----

El Paso 91.4% 86.6% 93.2%

40
<PAGE>
<PAGE>
In the event of interruption of purchases by this significant
customer or the cessation or material change in availability of
open-access transportation by the Program's pipeline
transporters, the Program may encounter difficulty in marketing
its gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.

4. CONTINGENCY

On December 27, 1996 the operator of certain wells in which the
Program owns an interest filed a lawsuit against Dyco in which
the plaintiff is seeking the collection of outstanding joint
interest billings plus interest, costs, and fees. Dyco has filed
an answer in the matter whereby it has denied all of the
plaintiff's allegations. 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 Program from this lawsuit;
however, it is reasonably possible that events could change in
the future resulting in a material liability to the Program.

5. SUPPLEMENTAL OIL AND GAS INFORMATION

The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the SEC.

41
<PAGE>
<PAGE>
Capitalized Costs

The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:
December 31,
------------------------------
1996 1995
------------- -------------

Proved properties $29,750,131 $29,754,686

Unproved properties, not
subject to depreciation,
depletion, and amortization - -
---------- ----------
$29,750,131 $29,754,686

Less accumulated depreciation,
depletion, amortization,
and valuation allowance ( 29,171,663) ( 29,083,616)
---------- ----------

Net oil and gas properties $ 578,468 $ 671,070
========== ==========

Costs Incurred

Costs incurred by the Program in connection with its oil and gas
property acquisition, exploration, and development activities
were as follows:

December 31,
----------------- -----------
1996 1995 1994
-------- -------- -------

Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 14,147 253,413 71,324
------ ------- ------
Total costs incurred $14,147 $253,413 $71,324
====== ======= ======

42
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Quantities of Proved Oil and Gas Reserves - Unaudited

Set forth below is a summary of the changes in the net quantities of the Program's proved
crude oil and gas reserves for the years ended December 31, 1996, 1995, and 1994. Proved
reserves were estimated by petroleum engineers employed by affiliates of Dyco. All of the
Program's reserves are located in the United States.

1996 1995 1994
--------------------- --------------------- ---------------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
-------- ----------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Proved reserves,
beginning of year 17,478 1,419,651 15,200 1,293,223 15,637 1,602,830

Revisions of previous
estimates 161 250,861 4,733 536,716 2,579 25,173

Sale of Reserves ( 83) ( 29,308) - - - -

Extensions and
Discoveries 227 22,555 - - - -

Production ( 2,084) ( 336,939) ( 2,455) ( 410,288) ( 3,016) ( 334,780)
------ --------- ------ --------- ------ ---------

Proved reserves,
end of year 15,699 1,326,820 17,478 1,419,651 15,200 1,293,223
====== ========= ====== ========= ====== =========

Proved developed
reserves:
Beginning of year 17,478 1,419,651 15,200 1,293,223 15,637 1,602,830
------ --------- ------ --------- ------ ---------

End of year 15,699 1,326,820 17,478 1,419,651 15,200 1,293,223
====== ========= ====== ========= ====== =========
</TABLE>
43
<PAGE>
<PAGE>
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change
substantially over time as a result of, among other things,
additional development activity, production history, and
viability of production under varying economic conditions; con-
sequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs
make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.

44
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP

We have audited the financial statements of the Dyco Oil and Gas
Program 1980-2 Limited Partnership (a Minnesota limited partnership)
as listed in Item 14(a) of this Annual Report. These financial
statements are the responsibility of the Program's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Dyco Oil and Gas Program 1980-2 Limited Partnership at December
31, 1996 and 1995, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 10, 1997

45
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-2 LIMITED PARTNERSHIP
Balance Sheets
December 31, 1996 and 1995

ASSETS
------
1996 1995
---------- ----------

CURRENT ASSETS:
Cash and cash equivalents $ 369,731 $ 273,193
Accrued oil and gas sales,
including $93,000 due from
related parties at 1995 (Note 2) 177,467 117,898
--------- ---------
Total current assets $ 547,198 $ 391,091

NET OIL AND GAS PROPERTIES,
utilizing the full cost method 389,863 488,926

DEFERRED CHARGE 72,884 190,675
--------- ---------
$1,009,945 $1,070,692
========= =========

LIABILITIES AND PARTNERS' CAPITAL
---------------------------------

CURRENT LIABILITIES:
Accounts payable $ 11,033 $ 52,007
Gas imbalance payable 64,761 39,263
--------- ---------
Total current liabilities $ 75,794 $ 91,270

ACCRUED LIABILITY 97,574 154,526

CONTINGENCY (Note 4)

PARTNERS' CAPITAL:
General Partner, issued and
outstanding, 59 Units 8,366 8,249
Limited Partners, issued and
outstanding, 5,000 Units 828,211 816,647
--------- ---------
Total Partners' Capital $ 836,577 $ 824,896
--------- ---------
$1,009,945 $1,070,692
========= =========

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

46
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-2 LIMITED PARTNERSHIP
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994

1996 1995 1994
---------- ------- -------
REVENUES:
Oil and gas sales,
including $720,777 and
$683,848 of sales to
related parties in
1995 and 1994 (Note 2) $1,022,387 $820,418 $741,865
Interest 15,641 7,009 6,235
--------- ------- -------
$1,038,028 $827,427 $748,100

COSTS AND EXPENSES:
Lease operating $ 105,131 $356,433 $156,787
Production taxes 74,907 59,115 49,865
Depreciation, depletion,
and amortization of
oil and gas properties 88,431 130,828 190,498
General and administrative 100,208 101,606 96,134
--------- ------- -------
$ 368,677 $647,982 $493,284
--------- ------- -------

NET INCOME $ 669,351 $179,445 $254,816
========= ======= =======
GENERAL PARTNER (1%) -
NET INCOME $ 6,694 $ 1,794 $ 2,548
========= ======= =======
LIMITED PARTNERS (99%) -
NET INCOME $ 662,657 $177,651 $252,268
========= ======= =======
NET INCOME per Unit $ 132 $ 35 $ 50
========= ======= =======
UNITS OUTSTANDING 5,059 5,059 5,059
========= ======= =======

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

47
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-2 LIMITED PARTNERSHIP
Statements of Partners' Capital
For the Years Ended December 31, 1996, 1995, and 1994

General Limited
Partner Partners Total
--------- ---------- ----------

Balances at Dec. 31, 1993 $9,219 $912,611 $921,830
Cash distributions ( 4,300) ( 425,715) ( 430,015)
Net income 2,548 252,268 254,816
----- ------- -------

Balances at Dec. 31, 1994 $7,467 $739,164 $746,631
Cash distributions ( 1,012) ( 100,168) ( 101,180)
Net income 1,794 177,651 179,445
----- ------- -------

Balances at Dec. 31, 1995 $8,249 $816,647 $824,896
Cash distributions ( 6,577) ( 651,093) ( 657,670)
Net income 6,694 662,657 669,351
----- -------- -------
Balances at Dec. 31, 1996 $8,366 $828,211 $836,577
===== ======= =======

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

48
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM
1980-2 LIMITED PARTNERSHIP
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994

1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $669,351 $179,445 $254,816
Adjustments to reconcile net
income to net cash provided
(used) by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 88,431 130,828 190,498
(Increase) decrease in accrued
oil and gas sales ( 59,569) ( 27,862) 31,365
(Increase) decrease in deferred
charge 117,791 ( 95,641) ( 56,653)
Increase (decrease) in
accounts payable ( 40,974) 3,179 37,373
Increase (decrease) in gas
imbalance payable 25,498 21,775 ( 56,431)
Decrease in related party
payable - - ( 535,722)
Increase (decrease) in accrued
liability ( 56,952) 105,610 48,916
-------- ------- -------
Net cash provided (used) by
operating activities $743,576 $317,334 ($ 85,838)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of
oil and gas properties $ 25,360 $ 3,277 $ 379
Additions to oil and gas
properties ( 14,728) ( 51,525) ( 87,990)
------- ------- -------
Net cash provided (used) by
investing activities $ 10,632 ($ 48,248) ($ 87,611)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($657,670) ($101,180) ($430,015)
------- ------- -------
Net cash used by financing
activities ($657,670) ($101,180) ($430,015)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 96,538 $167,906 ($603,464)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD $273,193 $105,287 $708,751
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $369,731 $273,193 $105,287
======= ======= =======

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

49
<PAGE>
<PAGE>
DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
Notes to Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

The Dyco Oil and Gas Program 1980-2 Limited Partnership (the
"Program"), a Minnesota limited partnership, commenced operations
on June 16, 1980. Dyco Petroleum Corporation ("Dyco") is the
General Partner of the Program. Affiliates of Dyco owned
1,994.34 (39.4%) of the Program's Units at December 31, 1996.

Cash and Cash Equivalents

Credit Risk

50
<PAGE>
<PAGE>
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. Capitalized costs are
depleted on the gross revenue method using estimates of proved
reserves. The full cost amortization rates per equivalent Mcf of
gas produced during the years ended December 31, 1996, 1995, and
1994 were $0.18, $0.23, and $0.42, respectively. The Program's
calculation of depreciation, depletion, and amortization includes
estimated future expenditures to be incurred in developing proved
reserves and estimated dismantlement and abandonment costs, net
of estimated salvage values. 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
("SEC")) the excess is charged to expense in the year 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.

Deferred Charge

The Deferred Charge at December 31, 1996 and 1995 represents
costs deferred for lease operating expenses incurred in
connection with the Program's underproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for underproduced wells were less than the Program's pro-
rata share of total gas production from these wells by 265,708
Mcf, resulting in prepaid lease operating expenses of $72,884.
At December 31, 1995, cumulative total gas sales volumes for
underproduced wells were less than the Program's pro-rata share
of total gas production from these wells by 324,277 Mcf,
resulting in prepaid lease operating expenses of $190,675.

51
<PAGE>
<PAGE>
Accrued Liability

The Accrued Liability at December 31, 1996 and 1995 represents
charges accrued for lease operating expenses incurred in
connection with the Program's overproduced gas imbalance
position. At December 31, 1996, cumulative total gas sales
volumes for overproduced wells exceeded the Program's pro-rata
share of total gas production from these wells by 355,720 Mcf,
resulting in accrued lease operating expenses of $97,574. At
December 31, 1995, cumulative total gas sales volumes for
overproduced wells exceeded the Program's pro-rata share of total
gas production from these wells by 262,799 Mcf, resulting in
accrued lease operating expenses of $154,526.

Oil and Gas Sales and Gas Imbalance Payable

The Program's oil and condensate production is sold, title passed
and revenue recognized at or near the Program's wells under
short-term purchase contracts at prevailing prices in accordance
with arrangements which are customary in the oil industry. Sales
of gas applicable to the Program's interest in producing oil and
gas leases are recorded as income when the gas is metered and
title transferred pursuant to the gas sales contracts covering
the Program's interest in gas reserves. During such times as the
Program's sales of gas exceed its pro rata ownership in a well,
such sales are recorded as income unless total sales from the
well have exceeded the Program's share of estimated total gas
reserves underlying the property at which time such excess is
recorded as a liability. At December 31, 1996 total sales
exceeded the Program's share of estimated total gas reserves on
six wells by $64,761 (43,174 Mcf). At December 31, 1995 total
sales exceeded the Program's share of estimated total gas
reserves on nine wells by $39,263 (19,830 Mcf). These amounts
were recorded as gas imbalance payables at December 31, 1996 and
1995 in accordance with the sales method.

52
<PAGE>
<PAGE>
Use of Estimates in Financial Statements

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Further, accrued oil and gas sales, the deferred charge, the gas
imbalance payable, and the accrued liability all involve
estimates which could materially differ from the actual amounts
ultimately realized in the near term. Contingent liability from
litigation (see Note 4) and oil and gas reserves (see Note 5)
also involve significant estimates which could materially differ
from the actual amounts ultimately realized. The litigation, for
which the contingent liabilities were accrued in a prior period
in the amount of $40,000, resulted in no liability to the Program
and the accruals were reversed during the year ended December 31,
1996. During the year ended December 31, 1996, the Program
received a credit for prior period environmental charges in the
amount of $45,060 which should have been recognized during the
second quarter of 1996 and reflected in the Program's Quarterly
Report on Form 10-Q for the 3 months ended June 30, 1996.

Income Taxes

Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition
has been given to income taxes in the accompanying financial
statements.

2. TRANSACTIONS WITH RELATED PARTIES

Under the terms of the Program 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 years ended December 31, 1996,
1995, and 1994, such expenses totaled $100,208, $101,606, and
$96,134, respectively, of which $85,620 was paid each year to
Dyco and its affiliates.

53
<PAGE>
<PAGE>
During 1994 and 1995 the Program sold gas at market prices to El
Paso Energy Marketing Company, formerly known as Premier Gas
Company ("El Paso"). El Paso, like other similar gas marketing
firms, then resold such gas to third parties at market prices.
El Paso was an affiliate of the Program until December 6, 1995.
During 1995 and 1994, these sales totaled $720,777 and $683,848,
respectively. At December 31, 1995, accrued oil and gas sales
included $93,000 due from El Paso.

3. MAJOR CUSTOMERS

The following purchaser individually accounted for more than 10%
of the combined oil and gas sales of the Program for the years
ended December 31, 1996, 1995, and 1994:

Purchaser 1996 1995 1994
--------- ---- ---- ----

El Paso 89.7% 87.9% 92.2%

In the event of interruption of purchases by this significant
customer or the cessation or material change in availability of
open-access transportation by the Program's pipeline
transporters, the Program may encounter difficulty in marketing
its gas and in maintaining historic sales levels. Alternative
purchasers or transporters may not be readily available.

4. CONTINGENCY

5. SUPPLEMENTAL OIL AND GAS INFORMATION

The following supplemental information regarding the oil and gas
activities of the Program is presented pursuant to the disclosure
requirements promulgated by the SEC.

54
<PAGE>
<PAGE>
Capitalized Costs

The Program's capitalized costs and accumulated depreciation,
depletion, amortization, and valuation allowance were as follows:

December 31,
------------------------------
1996 1995
------------- -------------

Proved properties $35,415,355 $35,425,987

Unproved properties, not
subject to depreciation,
depletion, and amortization - -
---------- ----------
$35,415,355 $35,425,987

Less accumulated depreciation,
depletion, amortization,
and valuation allowance ( 35,025,492) ( 34,937,061)
---------- ----------

Net oil and gas properties $ 389,863 $ 488,926
========== ==========

Costs Incurred

Costs incurred by the Program in connection with its oil and gas
property acquisition, exploration, and development activities
were as follows:

December 31,
-------------------------
1996 1995 1994
------- ------- -------

Acquisition of properties $ - $ - $ -
Exploration costs - - -
Development costs 14,728 51,525 87,990
------ ------ ------

Total costs incurred $14,728 $51,525 $87,990
====== ====== ======

55
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Quantities of Proved Oil and Gas Reserves - Unaudited

Set forth below is a summary of the changes in the net quantities of the Program's proved
crude oil and gas reserves for the years ended December 31, 1996, 1995, and 1994. Proved
reserves were estimated by petroleum engineers employed by affiliates of the Program. All
of the Program's reserves are located in the United States.

Revisions of previous
estimates 1,870 265,576 692 672,000 947 241,131

Sales of reserves ( 26) ( 5,284) - - - ( 141)

Production (1,786) ( 468,214) ( 2,064) ( 560,892) ( 2,221) ( 445,185)
----- --------- ------ --------- ------ ---------

Proved reserves,
end of year 8,699 1,456,279 8,641 1,664,201 10,013 1,553,093
===== ========= ====== ========= ====== =========

Proved developed
reserves:
Beginning of year 8,641 1,664,201 10,013 1,553,093 11,287 1,757,288
----- --------- ------ --------- ------ ---------

End of year 8,699 1,456,279 8,641 1,664,201 10,013 1,553,093
===== ========= ====== ========= ====== =========
</TABLE>
56
<PAGE>
<PAGE>
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change
substantially over time as a result of, among other things,
additional development activity, production history, and
viability of production under varying economic conditions; con-
sequently, it is reasonably possible that material revisions to
existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs
make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Programs are limited partnerships and have no directors or
executive officers. The following individuals are directors and
executive officers of Dyco, the General Partner. The business address
of such directors and executive officers is Two West Second Street,
Tulsa, Oklahoma 74103.

NAME AGE POSITION WITH DYCO
---------------- --- --------------------------------
Dennis R. Neill 44 President and Director

Patrick M. Hall 38 Chief Financial Officer

Judy K. Fox 45 Secretary

The director will hold office until the next annual meeting of
shareholders of Dyco and until his successor has been duly elected and
qualified. All executive officers serve at the discretion of the
Board of Directors.

57
<PAGE>
<PAGE>
Dennis R. Neill joined the Samson Companies in 1981, was named
Senior Vice President and Director of Dyco on June 18, 1991, and was
named President of Dyco on June 30, 1996. Prior to joining the Samson
Companies, he was associated with a Tulsa law firm, Conner and
Winters, where his principal practice was in the securities area. He
received a Bachelor of Arts degree in political science from Oklahoma
State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson
Investment Company; President and Director of Samson Properties
Incorporated, Samson Hydrocarbons Company, Geodyne Resources, Inc. and
its subsidiaries, Berry Gas Company, Circle L Drilling Company, and
Compression, Inc.; and President and Chairman of the Board of
Directors of Samson Securities Company.

Patrick M. Hall joined the Samson Companies in 1983, was named a
Vice President of Dyco on June 18, 1991, and was named Chief Financial
Officer of Dyco on June 30, 1996. 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 also serves as Senior Vice President - Controller of Samson
Investment Company.

Judy K. Fox joined the Samson Companies in 1990 and was named
Secretary of Dyco on June 30, 1996. Prior to joining the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company.
Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling
Company, Compression, Inc., Geodyne Resources, Inc. and its
subsidiaries, Samson Hydrocarbons Company, and Samson Properties
Incorporated.

ITEM 11. EXECUTIVE COMPENSATION

The Programs are limited partnerships and, therefore, have no
officers or directors. The following table summarizes the amounts
paid by the Programs as compensation and reimbursements to Dyco and
its affiliates for the three years ended December 31, 1996:

58
<PAGE>
<PAGE>
Compensation/Reimbursement to Dyco and its Affiliates
Three Years Ended December 31, 1996

Type of Compensation/
Reimbursement(1) Expense
---------------------- --------------------------
1996 1995 1994
---- ---- ----

1980-1 Program
- --------------

Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)

Reimbursements:
General and Adminis-
trative, Geological,
and Engineering
Expenses and Direct
Expenses(4) $56,088 $56,088 $56,088

1980-2 Program
- --------------

Compensation:
Operations $ (2) $ (2) $ (2)
Gas Marketing $ (3) $ (3) $ (3)

Reimbursements:
General and Adminis-
trative, Geological,
and Engineering
Expenses and Direct
Expenses(4) $85,620 $85,620 $85,620

- ----------

(1) The authority for all of such compensation and reimbursement is
the Program Agreements. With respect to the Operations
activities noted in the table, management believes that such
compensation is equal to or less than that charged by
unaffiliated persons in the same geographic areas and under the
same conditions.

59
<PAGE>
<PAGE>
(2) Affiliates of the Programs serve as operator of some of the
Programs' wells. Dyco, as General Partner, contracts with such
affiliates for services as operator of the wells. As operator,
such affiliates are compensated at rates provided in the
operating agreements in effect and charged to all parties to such
agreement. The dollar amount of such compensation paid by the
Programs to such affiliates is impossible to quantify as of the
date of this Annual Report.
(3) During 1994 and 1995 El Paso, an affiliate of the Programs until
December 6, 1995, purchased a portion of the Programs' gas at
market prices and resold such gas at market prices directly to
end-users and local distribution companies. For the years ended
December 31, 1995 and 1994, the 1980-1 Program sold $524,274 and
$576,825, respectively, of gas to El Paso. For the years ended
December 31, 1995 and 1994, the 1980-2 Program sold $720,777 and
$683,848, respectively, of gas to El Paso. After December 6,
1995 the Programs' gas was marketed by Dyco and its affiliates,
who were reimbursed for such activities as general and
administrative expenses.
(4) The Programs reimburse Dyco and its affiliates for reasonable and
necessary general and administrative, geological, and engineering
expenses and direct expenses incurred in connection with their
management and operation of the Programs. The directors,
officers, and employees of Dyco and its affiliates receive no
direct remuneration from the Programs for their services to the
Programs. See "Salary Reimbursement Table" below. The allocable
general and administrative, geological, and engineering expenses
are apportioned on a reasonable basis between the Programs'
business and all other oil and gas activities of Dyco and its
affiliates, including Dyco's management and operation of
affiliated oil and gas limited partnerships. The allocation to
the Programs of these costs is made by Dyco as General Partner.

As noted in the Compensation/Reimbursement Table above, the
directors, officers, and employees of Dyco and their affiliates
receive no direct remuneration from the Programs for their services.
However, to the extent such services represent direct involvement with
the Programs, as opposed to general corporate functions, such persons'
salaries are allocated to and reimbursed by the Programs. Such
allocation to the Programs' general and administrative, geological,
and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records
maintained by Dyco and its affiliates, and represents investor
relations, legal, accounting, data processing, management, gas
marketing and other functions directly attributable to the Programs'
operations. The following table indicates the approximate amount of
general and administrative expense reimbursement attributable to the
salaries of the directors, officers, and employees of Dyco and its
affiliates for the three years ended December 31, 1996:

60
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1980-1 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 1996

Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -

All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $30,568 - - - - - -
1995 $30,624 - - - - - -
1996 $32,811 - - - - - -
- ---------------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2) The general and administrative expenses paid by the Program and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Tholen
or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time services to the
Program and no individual's salary or other compensation reimbursement from the Program
equals or exceeds $100,000 per annum.

</TABLE>

61
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
1980-2 Program
--------------
Salary Reimbursement
Three Years Ended December 31, 1996

All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $46,663 - - - - - -
1995 $46,749 - - - - - -
1996 $50,088 - - - - - -
- ---------------
(1) Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2) The general and administrative expenses paid by the Program and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Tholen
or Mr. Neill.
(3) Mr. Neill became President of Dyco on June 30, 1996.
(4) No officer or director of Dyco or its affiliates provides full-time services to the
Program and no individual's salary or other compensation reimbursement from the Program
equals or exceeds $100,000 per annum.

</TABLE>
62
<PAGE>
<PAGE>
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1996 the Samson Companies
were in the business of supplying field and drilling equipment and
services to affiliated and unaffiliated parties in the industry.
These companies may have provided equipment and services for wells in
which the Programs have an interest. Such equipment and services were
provided at prices or rates equal to or less than those normally
charged in the same or comparable geographic area by unaffiliated
persons or companies dealing at arm's length. The operators of these
wells bill the Programs for a portion of such costs based upon the
Programs' interest in the well.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table provides information as to the beneficial
ownership of the Programs' Units as of January 31, 1997 by each
beneficial owner of more than 5% of the issued and outstanding Units
and by the directors, officers, and affiliates of Dyco. The address
of each of such persons is Samson Plaza, Two West Second Street,
Tulsa, Oklahoma 74103.

Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------------- ---------------

1980-1 Program:
- --------------

Samson Resources Company 1,674.86 (41.5%)

All directors, officers, and affiliates
of Dyco as a group and Dyco (5 persons) 1,674.86 (41.5%)

1980-2 Program:
- --------------

Samson Resources Company 1,994.34 (39.4%)

All directors, officers, and affiliates
of Dyco as a group and Dyco (5 persons) 1,994.34 (39.4%)

To the best knowledge of the Programs and Dyco, there were no
officers, directors, or 5% owners who were delinquent filers of
reports required under section 16 of the Securities Exchange Act of
1934.

63
<PAGE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain affiliates of Dyco engage in oil and gas activities
independently of the Programs which result in conflicts of interest
that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements
between the Programs and such affiliates also create potential
conflicts of interest. An affiliate of the Programs owns a
significant amount of the Programs' Units and therefore has an
identity of interest with other limited partners with respect to the
operations of the Programs.

In order to attempt to assure limited liability for limited
partners as well as an orderly conduct of business, management of the
Programs is exercised solely by Dyco. The Program Agreements grant
Dyco broad discretionary authority with respect to the Programs'
participation in drilling prospects and expenditure and control of
funds, including borrowings. These provisions are similar to those
contained in prospectuses and partnership agreements for other public
oil and gas partnerships. Broad discretion as to general management
of the Programs involves circumstances where Dyco has conflicts of
interest and where it must allocate costs and expenses, or
opportunities, among the Programs and other competing interests.

Dyco does not devote all of its time, efforts, and personnel
exclusively to the Programs. Furthermore, the Programs do not have
any employees, but instead rely on the personnel of the Samson
Companies. The Programs thus compete with the Samson Companies
(including other currently sponsored oil and gas programs) for the
time and resources of such personnel. The Samson Companies devote
such time and personnel to the management of the Programs as are
indicated by the circumstances and as are consistent with Dyco's
fiduciary duties.

Affiliates of the Programs are solely responsible for the
negotiation, administration, and enforcement of oil and gas sales
agreements covering the Programs' leasehold interests. Because
affiliates of the Programs who provided services to the Programs have
fiduciary or other duties to other members of the Samson Companies,
contract amendments and negotiating positions taken by them in their
effort to enforce contracts with purchasers may not necessarily repre-
sent the positions that a Program would take if it were to administer
its own contracts without involvement with other members of the Samson
Companies. On the other hand, management believes that the Programs'
negotiating strength and contractual positions have been enhanced by
virtue of its affiliation with the Samson Companies.

For a description of certain other relationships and related
transactions see "Item 11. Executive Compensation".

64
<PAGE>
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K

(a) Financial Statements, Financial Statement Schedules, and
Exhibits.

(1) Financial Statements: The following financial
statements for the Programs as of December 31, 1996 and
1995 and for the years ended December 31, 1996, 1995,
and 1994 are filed as part of this report:

Reports of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Partners' Capital
Statements of Cash Flows
Notes to Financial Statements

(2) Financial Statement Schedules:

None.

(3) Exhibits:

4.1 Drilling Agreement dated February 15, 1980 for
Dyco Drilling Program 1980-1 by and between Dyco
Oil and Gas Program 1980-1, Dyco Petroleum Cor-
poration, and Jaye F. Dyer filed as Exhibit 4.1 to
Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated herein.

4.2 Form of Program Agreement for Dyco Oil and Gas
Program 1980-1 by and between Dyco Petroleum
Corporation and the Participants filed as Exhibit
4.2 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 10, 1992 and is
hereby incorporated herein.

4.3 Amendment to Program Agreement for Dyco Oil and
Gas Program 1980-1 dated February 9, 1989 filed as
Exhibit 4.3 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 10, 1992 and
is hereby incorporated herein.

65
<PAGE>
<PAGE>
4.4 Certificate of Limited Partnership (as amended)
for Dyco Oil and Gas Program 1980-1 Limited
Partnership filed as Exhibit 4.4 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 10, 1992 and is hereby incorporated
herein.

4.5 Drilling Agreement dated June 20, 1980 for Dyco
Drilling Program 1980-2 by and between Dyco Oil
and Gas Program 1980-2, Dyco Petroleum
Corporation, and Jaye F. Dyer filed as Exhibit 4.5
to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated herein.

4.6 Form of Program Agreement for Dyco Oil and Gas
Program 1980-2 by and between Dyco Petroleum
Corporation and the Participants filed as Exhibit
4.6 to Annual Report on Form 10-K for the year
ended December 31, 1991 on April 10, 1992 and is
hereby incorporated herein.

4.7 Amendment to Program Agreement for Dyco Oil and
Gas Program 1980-2 dated February 9, 1989 filed as
Exhibit 4.7 to Annual Report on Form 10-K for the
year ended December 31, 1991 on April 10, 1992 and
is hereby incorporated herein.

4.8 Certificate of Limited Partnership (as amended)
for Dyco Oil and Gas Program 1980-2 Limited
Partnership filed as Exhibit 4.8 to Annual Report
on Form 10-K for the year ended December 31, 1991
on April 10, 1992 and is hereby incorporated
herein.

*27.1 Financial Data Schedule containing summary
financial information extracted from the Dyco Oil
and Gas Program 1980-1 Limited Partner-ship's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.

*27.2 Financial Data Schedule containing summary
financial information extracted from the Dyco Oil
and Gas Program 1980-2 Limited Partner-ship's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.

66
<PAGE>
<PAGE>
All other Exhibits are omitted as inapplicable.

------------------
* Filed herewith.

(b) Reports on Form 8-K for the fourth quarter of 1996.

None.

67
<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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 organized.

DYCO OIL AND GAS PROGRAM 1980-1
LIMITED PARTNERSHIP

By: DYCO PETROLEUM CORPORATION
General Partner

February 20, 1997

By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.

By: /s/Dennis R. Neill President and Feb. 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)

/s/Patrick M. Hall Chief Financial Feb. 20, 1997
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)

/s/Judy K. Fox Secretary Feb. 20, 1997
-------------------
Judy K. Fox

68
<PAGE>
<PAGE>
SIGNATURES

DYCO OIL AND GAS PROGRAM 1980-2
LIMITED PARTNERSHIP

By: DYCO PETROLEUM CORPORATION
General Partner
February 20, 1997

By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President

By: /s/Dennis R. Neill President and Feb. 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)

/s/Patrick M. Hall Chief Financial Feb. 20, 1997
------------------- Officer (Principal
Patrick M. Hall Financial and
Accounting Officer)

/s/Judy K. Fox Secretary Feb. 20, 1997
-------------------
Judy K. Fox

69
<PAGE>
<PAGE>
INDEX TO EXHIBITS

Exhibit
Number Description
- ------- -----------

4.1 Drilling Agreement dated February 15, 1980 for Dyco Drilling
Program 1980-1 by and between Dyco Oil and Gas Program 1980-
1, Dyco Petroleum Corporation, and Jaye F. Dyer filed as
Exhibit 4.1 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated herein.

4.2 Form of Program Agreement for Dyco Oil and Gas Program 1980-
1 by and between Dyco Petroleum Corporation and the
Participants filed as Exhibit 4.2 to Annual Report on Form
10-K for the year ended December 31, 1991 on April 10, 1992
and is hereby incorporated herein.

4.3 Amendment to Program Agreement for Dyco Oil and Gas Program
1980-1 dated February 9, 1989 filed as Exhibit 4.3 to Annual
Report on Form 10-K for the year ended December 31, 1991 on
April 10, 1992 and is hereby incorporated herein.

4.4 Certificate of Limited Partnership (as amended) for Dyco Oil
and Gas Program 1980-1 Limited Partnership filed as Exhibit
4.4 to Annual Report on Form 10-K for the year ended Decem-
ber 31, 1991 on April 10, 1992 and is hereby incorporated
herein.

4.5 Drilling Agreement dated June 20, 1980 for Dyco Drilling
Program 1980-2 by and between Dyco Oil and Gas Program 1979-
2, Dyco Petroleum Corporation, and Jaye F. Dyer filed as
Exhibit 4.5 to Annual Report on Form 10-K for the year ended
December 31, 1991 on April 10, 1992 and is hereby
incorporated herein.

4.6 Form of Program Agreement for Dyco Oil and Gas Program 1980-
2 by and between Dyco Petroleum Corporation and the
Participants filed as Exhibit 4.6 to Annual Report on Form
10-K for the year ended December 31, 1991 on April 10, 1992
and is hereby incorporated herein.

4.7 Amendment to Program Agreement for Dyco Oil and Gas Program
1980-2 dated February 9, 1989 filed as Exhibit 4.7 to Annual
Report on Form 10-K for the year ended December 31, 1991 on
April 10, 1992 and is hereby incorporated herein.

70
<PAGE>
<PAGE>
4.8 Certificate of Limited Partnership (as amended) for Dyco Oil
and Gas Program 1980-2 Limited Partnership filed as Exhibit
4.8 to Annual Report on Form 10-K for the year ended Decem-
ber 31, 1991 on April 10, 1992 and is hereby incorporated
herein.

*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
December 31, 1996 and for the year ended December 31, 1996.

*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
December 31, 1996 and for the year ended December 31, 1996.

- ------------------
* Filed herewith.

71
<PAGE>

<ARTICLE> 5
<CIK> 0000806576
<NAME> DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 227,376
<SECURITIES> 0
<RECEIVABLES> 156,135
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 383,511
<PP&E> 29,750,131
<DEPRECIATION> 29,171,663
<TOTAL-ASSETS> 1,062,619
<CURRENT-LIABILITIES> 8,910
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,018,281
<TOTAL-LIABILITY-AND-EQUITY> 1,062,619
<SALES> 770,955
<TOTAL-REVENUES> 781,724
<CGS> 0
<TOTAL-COSTS> 285,555
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 496,169
<INCOME-TAX> 0
<INCOME-CONTINUING> 496,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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<NAME> DYCO OIL & GAS PROGRAM 1980-2 LIMITED PARTNERSHIP

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