DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1998-08-11
DRILLING OIL & GAS WELLS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                  FORM 10-Q


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


For the quarter ended                      Commission File Number
   June 30, 1998                            33-10346-09 (1980-1)
                                            33-10346-10 (1980-2)


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



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



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



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


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

                        Yes     X               No
                            ------                    ------




                                       1
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

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

                                    ASSETS

                                               June 30,        December 31,
                                                 1998             1997
                                              ----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $ 90,318          $197,606
   Accrued oil and gas sales                      65,040            98,315
                                                --------          --------
      Total current assets                      $155,358          $295,921

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                          378,928           471,863

DEFERRED CHARGE                                  126,390           126,390
                                                --------          --------
                                                $660,676          $894,174
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $  6,101          $ 34,756
   Gas imbalance payable                          11,046            11,046
                                                --------          --------
      Total current liabilities                 $ 17,147          $ 45,802

ACCRUED LIABILITY                               $ 44,579          $ 44,579

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 40 units                     $  5,990          $  8,038
   Limited Partners, issued and
      outstanding, 4,000 units                   592,960           795,755
                                                --------          --------
      Total Partners' capital                   $598,950          $803,793
                                                --------          --------
                                                $660,676          $894,174
                                                ========          ========



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



                                       2
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                             $90,841          $149,689
   Interest                                        1,865             2,001
                                                 -------          --------
                                                 $92,706          $151,690

COSTS AND EXPENSES:
   Oil and gas production                        $24,270          $ 27,346
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  17,231            17,552
   General and administrative
      (Note 2)                                    14,799            16,278
                                                 -------          --------
                                                 $56,300          $ 61,176
                                                 -------          --------

NET INCOME                                       $36,406          $ 90,514
                                                 =======          ========
GENERAL PARTNER (1%) - net income                $   364          $    905
                                                 =======          ========
LIMITED PARTNERS (99%) - net income              $36,042          $ 89,609
                                                 =======          ========
NET INCOME PER UNIT                              $  9.02          $  22.40
                                                 =======          ========
UNITS OUTSTANDING                                  4,040             4,040
                                                 =======          ========



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



                                       3
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998              1997
                                                --------          --------

REVENUES:
   Oil and gas sales                            $213,669          $375,256
   Interest                                        4,334             4,489
                                                --------          --------
                                                $218,003          $379,745

COSTS AND EXPENSES:
   Oil and gas production                       $ 47,786          $ 64,793
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  35,621            71,244
   General and administrative
      (Note 2)                                    36,439            39,139
                                                --------          --------
                                                $119,846          $175,176
                                                --------          --------

NET INCOME                                      $ 98,157          $204,569
                                                ========          ========
GENERAL PARTNER (1%) - net income               $    982          $  2,046
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $ 97,175          $202,523
                                                ========          ========
NET INCOME PER UNIT                             $  24.30          $  50.64
                                                ========          ========
UNITS OUTSTANDING                                  4,040             4,040
                                                ========          ========



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



                                       4
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)


                                                  1998             1997
                                                ---------       ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $ 98,157          $204,569
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                35,621            71,244
      Decrease in accrued oil and
        gas sales                                 33,275            62,478
      Decrease in accounts payable             (  28,655)        (     911)
                                                --------          --------
      Net cash provided by operating
        activities                              $138,398          $337,380
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 63,166          $  1,256
   Additions to oil and gas
      properties                               (   5,852)        (     972)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 57,314          $    284
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($303,000)        ($484,800)
                                                --------          --------
   Net cash used by financing
      activities                               ($303,000)        ($484,800)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($107,288)        ($147,136)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           197,606           227,376
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 90,318          $ 80,240
                                                ========          ========



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



                                       5
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS

                                              June 30,         December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $218,137          $268,020
   Accrued oil and gas sales                      93,318           126,291
                                                --------          --------
      Total current assets                      $311,455          $394,311

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                          168,455           266,773

DEFERRED CHARGE                                   75,520            75,520
                                                --------          --------
                                                $555,430          $736,604
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $  7,092          $ 39,922
   Gas imbalance payable                          71,205            71,205
                                                --------          --------
      Total current liabilities                 $ 78,297          $111,127

ACCRUED LIABILITY                               $133,166          $133,166

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 59 units                     $  3,440          $  4,923
   Limited Partners, issued and
      outstanding, 5,000 units                   340,527           487,388
                                                --------          --------
      Total Partners' capital                   $343,967          $492,311
                                                --------          --------
                                                $555,430          $736,604
                                                ========          ========



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



                                       6
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $128,038          $227,229
   Interest                                        5,080             3,621
                                                --------          --------
                                                $133,118          $230,850

COSTS AND EXPENSES:
   Oil and gas production                       $ 30,829          $ 41,963
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  19,871            22,344
   General and administrative
      (Note 2)                                    22,379            24,199
                                                --------          --------
                                                $ 73,079          $ 88,506
                                                --------          --------

NET INCOME                                      $ 60,039          $142,344
                                                ========          ========
GENERAL PARTNER (1%) - net income               $    601          $  1,423
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $ 59,438          $140,921
                                                ========          ========
NET INCOME PER UNIT                             $  11.87          $  28.14
                                                ========          ========
UNITS OUTSTANDING                                  5,059             5,059
                                                ========          ========



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



                                       7
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $454,724          $493,396
   Interest                                        8,530             7,479
                                                --------          --------
                                                $463,254          $500,875

COSTS AND EXPENSES:
   Oil and gas production                       $ 69,962          $ 84,722
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  58,298            69,839
   General and administrative
      (Note 2)                                    53,323            56,673
                                                --------          --------
                                                $181,583          $211,234
                                                --------          --------

NET INCOME                                      $281,671          $289,641
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  2,817          $  2,896
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $278,854          $286,745
                                                ========          ========
NET INCOME PER UNIT                             $  55.68          $  57.25
                                                ========          ========
UNITS OUTSTANDING                                  5,059             5,059
                                                ========          ========


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



                                       8
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $281,671          $289,641
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                58,298            69,839
      Decrease in accrued oil and
        gas sales                                 32,973            53,483
      Decrease in accounts payable             (  32,830)        (   2,512)
                                                --------          --------
      Net cash provided by operating
        activities                              $340,112          $410,451
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 46,116          $ 11,623
   Additions to oil and gas
      properties                               (   6,096)        (   1,012)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 40,020          $ 10,611
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($430,015)        ($581,785)
                                                --------          --------
   Net cash used by financing
      activities                               ($430,015)        ($581,785)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($ 49,883)        ($160,723)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           268,020           369,731
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $218,137          $209,008
                                                ========          ========

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



                                       9
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                   CONDENSED NOTES TO FINANCIAL STATEMENTS
                                JUNE 30, 1998
                                  (Unaudited)


1.     ACCOUNTING POLICIES
      -------------------

      The balance  sheets as of June 30, 1998,  statements of operations for the
      three and six months ended June 30, 1998 and 1997,  and statements of cash
      flows for the six months  ended June 30, 1998 and 1997 have been  prepared
      by Dyco Petroleum  Corporation  ("Dyco"),  the General Partner of the Dyco
      Oil and Gas Program 1980-1 and 1980-2 Limited Partnerships  (individually,
      the  "1980-1  Program" or the  "1980-2  Program",  as the case may be, or,
      collectively, the "Programs"), without audit. In the opinion of management
      all  adjustments   (which  include  only  normal  recurring   adjustments)
      necessary  to present  fairly the  financial  position  at June 30,  1998,
      results of operations for the three and six months ended June 30, 1998 and
      1997, and changes in cash flows for the six months ended June 30, 1998 and
      1997 have been made.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed or omitted.  It is  suggested  that these
      financial  statements be read in conjunction with the financial statements
      and notes thereto included in the Programs' Annual Report on Form 10-K for
      the year ended December 31, 1997. The results of operations for the period
      ended June 30, 1998 are not  necessarily  indicative  of the results to be
      expected for the full year.

      The  limited  partners'  net  income  or loss per unit is based  upon each
      $5,000 initial capital contribution.


      OIL AND GAS PROPERTIES
      ----------------------

      Oil and gas  operations  are  accounted  for using the full cost method of
      accounting.  All productive and  non-productive  costs associated with the
      acquisition,  exploration  and  development  of oil and gas  reserves  are
      capitalized.  The Programs'  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



                                       10
<PAGE>



      ceiling (as defined by the Securities and Exchange Commission), the excess
      is charged to expense in the period during which such excess occurs. Sales
      and  abandonments  of  properties  are  accounted  for as  adjustments  of
      capitalized costs with no gain or loss recognized, unless such adjustments
      would significantly  alter the relationship  between capitalized costs and
      proved oil and gas reserves.

      The provision for depreciation, depletion, and amortization of oil and gas
      properties is calculated by dividing the oil and gas sales dollars  during
      the  period by the  estimated  future  gross  income  from the oil and gas
      properties and applying the resulting  rate to the net remaining  costs of
      oil and gas properties that have been  capitalized,  plus estimated future
      development costs.


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

      Under the terms of each of the Program's  partnership  agreement,  Dyco is
      entitled to receive a  reimbursement  for all direct  expenses and general
      and  administrative,  geological  and  engineering  expenses  it incurs on
      behalf of the  Program.  During the three  months  ended June 30, 1998 and
      1997 the 1980-1  Program  incurred  such  expenses  totaling  $14,799  and
      $16,278,  respectively,  of which $14,022 was paid each period to Dyco and
      its  affiliates.  During the six months  ended June 30,  1998 and 1997 the
      1980-1  Program  incurred  such  expenses  totaling  $36,439 and  $39,139,
      respectively,  of which  $28,044  was  paid  each  period  to Dyco and its
      affiliates.  During  the three  months  ended  June 30,  1998 and 1997 the
      1980-2  Program  incurred  such  expenses  totaling  $22,379 and  $24,199,
      respectively,  of which  $21,405  was  paid  each  period  to Dyco and its
      affiliates.  During the six months ended June 30, 1998 and 1997 the 1980-2
      Program incurred such expenses totaling $53,323 and $56,673, respectively,
      of which $42,810 was paid each period to Dyco and its affiliates.

      Affiliates of the Programs  operate  certain of the Programs'  properties.
      Their policy is to bill the Programs  for all  customary  charges and cost
      reimbursements associated with these activities.





                                       11
<PAGE>



ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS

USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
- -----------------------------------------------

      This Quarterly 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
      Quarterly 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, and otherwise indicated.

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

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

      The Programs'  available capital from  subscriptions has been spent on oil
      and gas drilling  activities.  There should 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.



                                       12
<PAGE>




      The  Programs'  Statements of Cash Flows for the six months ended June 30,
      1998 include  proceeds from the sale of oil and gas properties  during the
      first quarter of 1998.  These proceeds were included in the Programs' cash
      distributions  paid  in June  1998.  It is  possible  that  the  Programs'
      repurchase values and future cash distributions  could decline as a result
      of the  disposition  of these  properties.  On the other hand, the General
      Partner believes there will be beneficial  operating  efficiencies related
      to the Programs' remaining  properties.  This is primarily due to the fact
      that  the  properties  sold  generally  bore a higher  ratio of  operating
      expenses as compared to reserves than the Programs' remaining properties.

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

      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.
      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. Such spot market sales are generally short-term in nature and
      are dependent upon the obtaining of  transportation  services  provided by
      pipelines. In addition, crude oil prices are at or near their lowest level
      in the past  decade  due  primarily  to the  global  surplus of crude oil.
      Management is unable to predict whether future oil and gas prices will (i)
      stabilize, (ii) increase, or (iii) decrease.

      1980-1 PROGRAM

      THREE  MONTHS  ENDED JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.

                                            Three Months Ended June 30,
                                            ---------------------------
                                                   1998              1997
                                                  -------          --------
      Oil and gas sales                           $90,841          $149,689
      Oil and gas production expenses             $24,270          $ 27,346
      Barrels produced                                376               470
      Mcf produced                                 39,597            57,368
      Average price/Bbl                           $ 11.95          $  20.66
      Average price/Mcf                           $  2.18          $   2.44



                                       13
<PAGE>




      As shown in the table  above,  total oil and gas sales  decreased  $58,848
      (39.3%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this  decrease,  approximately  $43,000 was
      related to a decrease in volumes of gas sold and approximately $10,000 was
      related to a decrease in the average price of gas sold. Volumes of oil and
      gas sold decreased 94 barrels and 17,771 Mcf, respectively,  for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. The decrease in the volumes of gas sold resulted  primarily from the
      1980-1 Program  receiving a reduced  percentage of sales due to the 1980-1
      Program's overproduced position in two wells during the three months ended
      June 30, 1998 and the sale of several  wells during 1997.  Average oil and
      gas prices decreased to $11.95 per barrel and $2.18 per Mcf, respectively,
      for the three  months ended June 30, 1998 from $20.66 per barrel and $2.44
      per Mcf, respectively, for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $3,076 (11.2%) for the three months ended June
      30,  1998 as  compared  to the three  months  ended  June 30,  1997.  This
      decrease  resulted  primarily from decreased  production  taxes associated
      with the  decrease  in oil and gas sales  and  decreased  lease  operating
      expenses due to the sale of several  wells during  1997.  These  decreases
      were  partially  offset by a production  tax refund on one well during the
      three months ended June 30,  1997.  As a percentage  of oil and gas sales,
      these expenses increased to 26.7% for the three months ended June 30, 1998
      from 18.3% for the three  months  ended  June 30,  1997.  This  percentage
      increase was  primarily  due to the decrease in the average  prices of oil
      and gas sold  during the three  months  ended June 30, 1998 as compared to
      the  three  months  ended  June 30,  1997 and the  production  tax  refund
      discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $321 (1.8%) for the three months ended June 30, 1998 as compared
      to the three months ended June 30, 1997. This decrease resulted  primarily
      from (i)  decreases in volumes of oil and gas sold during the three months
      ended June 30, 1998 as compared  to the three  months  ended June 30, 1997
      and (ii)  significant  upward  revisions in the estimates of remaining gas
      reserves at December 31, 1997, which decreases were  substantially  offset
      by an increase  related to a decrease in gas prices used in the  valuation
      of reserves at June 30, 1998 as compared to March 31, 1998 and an increase
      in the gas prices  used in the  valuation  of reserves at June 30, 1997 as
      compared to March 31,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased  to 19.0% for the three months ended June 30, 1998 from
      11.7% for the three months ended June 30, 1997. This percentage



                                       14
<PAGE>



      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold  during the three  months  ended June 30, 1998 as compared to
      the three months ended June 30, 1997.

      General and administrative  expenses decreased $1,479 (9.1%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      16.3% for the three  months  ended June 30,  1998 from 10.9% for the three
      months ended June 30, 1997. This percentage  increase was primarily due to
      the decrease in oil and gas sales discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                              Six Months Ended June 30,
                                              -------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $213,669         $375,256
      Oil and gas production expenses             $ 47,786         $ 64,793
      Barrels produced                                 821              957
      Mcf produced                                  94,010          152,352
      Average price/Bbl                           $  13.93         $  21.50
      Average price/Mcf                           $   2.15         $   2.33

      As shown in the table above,  total oil and gas sales  decreased  $161,587
      (43.1%)  for the six months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997. Of this decrease,  approximately  $136,000 was
      related to a decrease in volumes of gas sold and approximately $17,000 was
      related to a decrease in the average price of gas sold. Volumes of oil and
      gas sold decreased 136 barrels and 58,342 Mcf,  respectively,  for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. The decrease in the volumes of gas sold resulted  primarily from (i)
      positive prior period volume  adjustments  made by purchasers on two wells
      during  the six  months  ended  June 30,  1997,  (ii) the  1980-1  Program
      receiving a reduced  percentage of sales on one well during the six months
      ended June 30, 1998 due to the 1980-1 Program's  overproduced  position in
      that well, and (iii) negative  prior period volume  adjustments  made by a
      purchaser on one well during the six months  ended June 30, 1998.  Average
      oil and gas  prices  decreased  to $13.93  per  barrel  and $2.15 per Mcf,
      respectively,  for the six  months  ended  June 30,  1998 from  $21.50 per
      barrel and $2.33 per Mcf, respectively,  for the six months ended June 30,
      1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $17,007 (26.2%) for the six months ended June
      30, 1998 as compared to the six



                                       15
<PAGE>



      months  ended June 30,  1997.  This  decrease  resulted  primarily  from a
      decrease in production  taxes  associated with the decrease in oil and gas
      sales and a refund of ad valorem  taxes on one well  during the six months
      ended June 30, 1998. As a percentage of oil and gas sales,  these expenses
      increased  to 22.4% for the six months  ended June 30, 1998 from 17.3% for
      the six months ended June 30, 1997. This percentage increase was primarily
      due to the  decrease in the average  prices of oil and gas sold during the
      six months  ended June 30, 1998 as  compared to the six months  ended June
      30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased $35,623 (50%) for the six months ended June 30, 1998 as compared
      to the six months ended June 30, 1997.  This decrease  resulted  primarily
      from decreases in the volumes of gas sold during the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997 and significant
      upward  revisions in the  estimates of remaining  gas reserves at December
      31, 1997. As a percentage of oil and gas sales,  these expenses  decreased
      to 16.7% for the six  months  ended  June 30,  1998 from 19.0% for the six
      months ended June 30, 1997. This percentage  decrease was primarily due to
      the upward  revisions  in the  estimates  of  remaining  gas  reserves  at
      December 31, 1997.

      General and  administrative  expenses  decreased $2,700 (6.9%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      17.1% for the six months ended June 30, 1998 from 10.4% for the six months
      ended June 30, 1997.  This  percentage  increase was  primarily due to the
      decrease in oil and gas sales discussed above.

      1980-2 PROGRAM

      THREE  MONTHS  ENDED JUNE 30, 1998 AS COMPARED TO THE THREE  MONTHS  ENDED
      JUNE 30, 1997.

                                            Three Months Ended June 30,
                                            ---------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $128,038         $227,229
      Oil and gas production expenses             $ 30,829         $ 41,963
      Barrels produced                                 390              341
      Mcf produced                                  56,115          110,765
      Average price/Bbl                           $  13.07         $  21.02
      Average price/Mcf                           $   2.19         $   1.99

      As shown in the table  above,  total oil and gas sales  decreased  $99,190
      (43.7%) for the three  months ended June 30, 1998 as compared to the three
      months ended June 30, 1997. Of this decrease,  approximately $109,000, was
      related



                                       16
<PAGE>



      to a decrease in volumes of gas sold,  which decrease was partially offset
      by an  increase  of  approximately  $11,000  related to an increase in the
      average price of gas sold. Volumes of oil sold increased 49 barrels, while
      volumes of gas sold  decreased  54,650 Mcf for the three months ended June
      30, 1998 as compared to the three months ended June 30, 1997. The decrease
      in the  volumes of gas sold  resulted  primarily  from the sale of several
      wells during 1997 and the receipt of a reduced  percentage of sales during
      the  three  months  ended  June  30,  1998  due  to the  1980-2  Program's
      overproduced  position in three  wells.  Average oil prices  decreased  to
      $13.07 per barrel for the three months ended June 30, 1998 from $21.02 per
      barrel  for the three  months  ended  June 30,  1997.  Average  gas prices
      increased  to $2.19 per Mcf for the three  months ended June 30, 1998 from
      $1.99 per Mcf for the three months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $11,134  (26.5%) for the three months ended
      June 30, 1998 as compared to the three months  ended June 30,  1997.  This
      decrease  resulted  primarily from (i) workover  expenses  incurred on one
      well during the three  months  ended June 30, 1997 to improve the recovery
      of reserves,  (ii) decreased production taxes associated with the decrease
      in oil and gas sales, (iii) credits received from the operator on one well
      during the three months ended June 30, 1998,  and (iv) the sale of several
      wells during 1997. These decreases were partially offset by an increase in
      general repair and maintenance  expenses on several wells during the three
      months ended June 30, 1998.  As a percentage  of oil and gas sales,  these
      expenses  increased to 24.1% for the three months ended June 30, 1998 from
      18.5% for the three months ended June 30, 1997. This  percentage  increase
      was  primarily  due to the  increase  in general  repair  and  maintenance
      expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $2,473  (11.1%)  for the three  months  ended June 30,  1998 as
      compared to the three months ended June 30, 1997.  This decrease  resulted
      primarily  from (i) the  decrease  in volumes of gas sold during the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997 and (ii)  significant  upward revisions in estimates of remaining gas
      reserves at December 31, 1997. These decreases were partially offset by an
      increase  related to a decrease in the gas prices used in the valuation of
      reserves at June 30, 1998 as compared to March 31, 1998 and an increase in
      the gas prices  used in the  valuation  of  reserves  at June 30,  1997 as
      compared to March 31,  1997.  As a percentage  of oil and gas sales,  this
      expense  increased  to 15.5% for the three months ended June 30, 1998 from
      9.8% for the three months ended June 30, 1997.  This  percentage  increase
      was primarily due to the decrease in the gas prices



                                       17
<PAGE>



      used in the  valuation  of  reserves at June 30, 1998 as compared to March
      31,  1998 and an  increase  in the gas  prices  used in the  valuation  of
      reserves  at June 30,  1997 as  compared  to March 31,  1997 as  discussed
      above.

      General and administrative  expenses decreased $1,820 (7.5%) for the three
      months  ended June 30, 1998 as compared to the three months ended June 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      17.5% for the three  months  ended June 30,  1998 from 10.6% for the three
      months ended June 30, 1997. This percentage  increase was primarily due to
      the decrease in oil and gas sales as discussed above.

      SIX MONTHS  ENDED JUNE 30, 1998 AS  COMPARED TO THE SIX MONTHS  ENDED JUNE
      30, 1997.

                                              Six Months Ended June 30,
                                              -------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $454,724         $493,396
      Oil and gas production expenses             $ 69,962         $ 84,722
      Barrels produced                                 717              728
      Mcf produced                                 222,191          221,104
      Average price/Bbl                           $  14.27         $  21.60
      Average price/Mcf                           $   2.00         $   2.16

      As shown in the table  above,  total oil and gas sales  decreased  $38,672
      (7.8%)  for the six  months  ended June 30,  1998 as  compared  to the six
      months ended June 30, 1997.  Of this  decrease,  approximately  $5,000 and
      $35,000, respectively,  were related to decreases in the average prices of
      oil and gas sold. Volumes of oil sold decreased 11 barrels,  while volumes
      of gas sold increased  1,087 Mcf for the six months ended June 30, 1998 as
      compared to the six months ended June 30, 1997. Average oil and gas prices
      decreased  to $14.27 per barrel and $2.00 per Mcf,  respectively,  for the
      six months  ended June 30,  1998 from $21.60 per barrel and $2.16 per Mcf,
      respectively, for the six months ended June 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes) decreased $14,760 (17.4%) for the six months ended June
      30, 1998 as compared to the six months ended June 30, 1997.  This decrease
      resulted  primarily from (i) workover expenses incurred on one well during
      the six months  ended June 30, 1997 to improve the  recovery of  reserves,
      (ii) a refund of ad  valorem  taxes on one well  received  during  the six
      months ended June 30, 1998, and (iii) subsurface  repair expenses incurred
      on one well during the six months ended June 30, 1997.  As a percentage of
      oil and gas sales, these expenses decreased to 15.4% for



                                       18
<PAGE>



      the six months  ended June 30, 1998 from 17.2% for the six months  ended
      June 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $11,541  (16.5%)  for the six  months  ended  June 30,  1998 as
      compared to the June 30,  1997.  This  decrease  resulted  primarily  from
      significant  upward  revisions in  estimates of remaining  gas reserves at
      December 31,  1997.  As a  percentage  of oil and gas sales,  this expense
      decreased  to 12.8% for the six months  ended June 30, 1998 from 14.2% for
      the six months ended June 30, 1997.

      General and  administrative  expenses  decreased $3,350 (5.9%) for the six
      months  ended June 30, 1998 as  compared to the six months  ended June 30,
      1997.  As a  percentage  of oil and gas  sales,  these  expenses  remained
      relatively  constant  at 11.7% for the six months  ended June 30, 1998 and
      11.5% for the six months ended June 30, 1997.




                                       19
<PAGE>



                          PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)    Exhibits

             27.1       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1980-1   Program's
                        financial statements as of June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1980-2   Program's
                        financial statements as of June 30, 1998 and for the six
                        months ended June 30, 1998, filed herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.





                                       20
<PAGE>



                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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

                                    (Registrant)

                                    BY:   DYCO PETROLEUM CORPORATION

                                          General Partner


Date:  August 11, 1998        By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  August 11, 1998        By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                       21
<PAGE>





                              INDEX TO EXHIBITS


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

27.1        Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1980-1  Limited
            Partnership's  financial  statements as of June 30, 1998 and for the
            six months ended June 30, 1998, filed herewith.

27.2        Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1980-2  Limited
            Partnership's  financial  statements as of June 30, 1998 and for the
            six months ended June 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.





<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000806576
<NAME>                         DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                             90,318
<SECURITIES>                            0
<RECEIVABLES>                      65,040
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  155,358
<PP&E>                         29,689,870
<DEPRECIATION>                 29,310,942
<TOTAL-ASSETS>                    660,676
<CURRENT-LIABILITIES>              17,147
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                        598,950
<TOTAL-LIABILITY-AND-EQUITY>      660,676
<SALES>                           213,669
<TOTAL-REVENUES>                  218,003
<CGS>                                   0
<TOTAL-COSTS>                     119,846
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                    98,157
<INCOME-TAX>                            0
<INCOME-CONTINUING>                98,157
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                       98,157
<EPS-PRIMARY>                        24.3
<EPS-DILUTED>                           0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      5
<CIK>                          0000806577
<NAME>                         DYCO OIL & GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                                
<S>                            <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>              DEC-31-1998
<PERIOD-START>                 JAN-01-1998
<PERIOD-END>                   JUN-30-1998
<CASH>                            218,137
<SECURITIES>                            0
<RECEIVABLES>                      93,318
<ALLOWANCES>                            0
<INVENTORY>                             0
<CURRENT-ASSETS>                  311,455
<PP&E>                         35,351,312
<DEPRECIATION>                 35,182,857
<TOTAL-ASSETS>                    555,430
<CURRENT-LIABILITIES>              78,297
<BONDS>                                 0
                   0
                             0
<COMMON>                                0
<OTHER-SE>                        343,967
<TOTAL-LIABILITY-AND-EQUITY>      555,430
<SALES>                           454,724
<TOTAL-REVENUES>                  463,254
<CGS>                                   0
<TOTAL-COSTS>                     181,583
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                      0
<INCOME-PRETAX>                   281,671
<INCOME-TAX>                            0
<INCOME-CONTINUING>               281,671
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                      281,671
<EPS-PRIMARY>                       55.68
<EPS-DILUTED>                           0
        
 

</TABLE>


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