DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1998-11-04
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
 September 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

                                             September 30,     December 31,
                                                 1998             1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 17,693        $197,606
   Accrued oil and gas sales                        46,262          98,315
                                                  --------        --------
      Total current assets                        $ 63,955        $295,921

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            365,614         471,863

DEFERRED CHARGE                                    126,390         126,390
                                                  --------        --------
                                                  $555,959        $894,174
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  6,897        $ 34,756
   Gas imbalance payable                            11,046          11,046
                                                  --------        --------
      Total current liabilities                   $ 17,943        $ 45,802

ACCRUED LIABILITY                                 $ 44,579        $ 44,579

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 40 units                       $  4,934        $  8,038
   Limited Partners, issued and
      outstanding, 4,000 units                     488,503         795,755
                                                  --------        --------
      Total Partners' capital                     $493,437        $803,793
                                                  --------        --------
                                                  $555,959        $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 SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                             $87,267          $150,705
   Interest                                        1,315             1,312
                                                 -------          --------
                                                 $88,582          $152,017

COSTS AND EXPENSES:
   Oil and gas production                        $30,436          $ 42,212
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  27,134            19,345
   General and administrative
      (Note 2)                                    15,325            16,157
                                                 -------          --------
                                                 $72,895          $ 77,714
                                                 -------          --------

NET INCOME                                       $15,687          $ 74,303
                                                 =======          ========
GENERAL PARTNER (1%) - net income                $   156          $    743
                                                 =======          ========
LIMITED PARTNERS (99%) - net income              $15,531          $ 73,560
                                                 =======          ========
NET INCOME PER UNIT                              $  3.88          $  18.39
                                                 =======          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $300,936          $525,961
   Interest                                        5,649             5,801
                                                --------          --------
                                                $306,585          $531,762

COSTS AND EXPENSES:
   Oil and gas production                       $ 78,222          $107,005
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  62,755            90,589
   General and administrative
      (Note 2)                                    51,764            55,296
                                                --------          --------
                                                $192,741          $252,890
                                                --------          --------

NET INCOME                                      $113,844          $278,872
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  1,138          $  2,789
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $112,706          $276,083
                                                ========          ========
NET INCOME PER UNIT                             $  28.18          $  69.03
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)


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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $113,844          $278,872
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                62,755            90,589
      Decrease in accrued oil and
        gas sales                                 52,053            60,946
      Increase (decrease) in accounts
        payable                                (  27,859)              172
                                                --------          --------
      Net cash provided by operating
        activities                              $200,793          $430,579
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 49,889          $  3,050
   Additions to oil and gas
      properties                               (   6,395)        (   2,319)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 43,494          $    731
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($424,200)        ($565,600)
                                                --------          --------
   Net cash used by financing
      activities                               ($424,200)        ($565,600)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($179,913)        ($134,290)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           197,606           227,376
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 17,693          $ 93,086
                                                ========          ========


            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

                                             September 30,     December 31,
                                                1998              1997
                                             -------------     ------------

CURRENT ASSETS:
   Cash and cash equivalents                     $ 49,654         $268,020
   Accrued oil and gas sales                      167,830          126,291
                                                 --------         --------
      Total current assets                       $217,484         $394,311

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                           157,779          266,773

DEFERRED CHARGE                                    75,520           75,520
                                                 --------         --------
                                                 $450,783         $736,604
                                                 ========         ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                              $160,448         $ 39,922
   Gas imbalance payable                            7,094           71,205
                                                 --------         --------
      Total current liabilities                  $167,542         $111,127

ACCRUED LIABILITY                                $133,166         $133,166

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 59 units                      $  1,500         $  4,923
   Limited Partners, issued and
      outstanding, 5,000 units                    148,575          487,388
                                                 --------         --------
      Total Partners' capital                    $150,075         $492,311
                                                 --------         --------
                                                 $450,783         $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 SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                             $83,034          $119,563
   Interest                                        3,073             3,063
                                                 -------          --------
                                                 $86,107          $122,626

COSTS AND EXPENSES:
   Oil and gas production                        $26,225          $ 33,644
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  28,377             9,131
   General and administrative
      (Note 2)                                    23,037            24,077
                                                 -------          --------
                                                 $77,639          $ 66,852
                                                 -------          --------

NET INCOME                                       $ 8,468          $ 55,774
                                                 =======          ========
GENERAL PARTNER (1%) - net income                $    84          $    558
                                                 =======          ========
LIMITED PARTNERS (99%) - net income              $ 8,384          $ 55,216
                                                 =======          ========
NET INCOME PER UNIT                              $  1.67          $  11.02
                                                 =======          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

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

REVENUES:
   Oil and gas sales                            $537,758          $612,959
   Interest                                       11,603            10,542
                                                --------          --------
                                                $549,361          $623,501

COSTS AND EXPENSES:
   Oil and gas production                       $ 96,187          $118,366
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  86,675            78,970
   General and administrative
      (Note 2)                                    76,360            80,750
                                                --------          --------
                                                $259,222          $278,086
                                                --------          --------

NET INCOME                                      $290,139          $345,415
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  2,901          $  3,454
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $287,238          $341,961
                                                ========          ========
NET INCOME PER UNIT                             $  57.35          $  68.28
                                                ========          ========
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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                   (Unaudited)

                                                  1998             1997
                                                ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $290,139          $345,415
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                86,675            78,970
      (Increase) decrease in accrued
        oil and gas sales                      (  41,539)           66,149
      Increase (decrease) in accounts
        payable                                  120,526         (   2,905)
      Decrease in gas imbalance payable        (  64,111)                -
                                                --------          --------
      Net cash provided by operating
        activities                              $391,690          $487,629
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 27,869          $ 14,207
   Additions to oil and gas
      properties                               (   5,550)        (   2,415)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 22,319          $ 11,792
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($632,375)        ($581,785)
                                                --------          --------
   Net cash used by financing
      activities                               ($632,375)        ($581,785)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($218,366)        ($ 82,364)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           268,020           369,731
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 49,654          $287,367
                                                ========          ========



            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
                               SEPTEMBER 30, 1998
                                   (Unaudited)


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

      The balance sheets as of September 30, 1998,  statements of operations for
      the  three  and  nine  months  ended  September  30,  1998 and  1997,  and
      statements of cash flows for the nine months ended  September 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 September 30, 1998, results of operations for the three and nine months
      ended  September 30, 1998 and 1997, and changes in cash flows for the nine
      months ended September 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 September 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 ceiling



                                       10
<PAGE>



      (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  September  30, 1998
      and 1997, the 1980-1 Program  incurred such expenses  totaling $15,325 and
      $16,157,  respectively,  of which $14,022 was paid each period to Dyco and
      its  affiliates.  During the nine months ended September 30, 1998 and 1997
      the 1980-1 Program  incurred such expenses  totaling  $51,764 and $55,296,
      respectively,  of which  $42,066  was  paid  each  period  to Dyco and its
      affiliates. During the three months ended September 30, 1998 and 1997, the
      1980-2  Program  incurred  such  expenses  totaling  $23,037 and  $24,077,
      respectively,  of which  $21,405  was  paid  each  period  to Dyco and its
      affiliates.  During the nine months ended  September 30, 1998 and 1997 the
      1980-2  Program  incurred  such  expenses  totaling  $76,360  and  $80,750
      respectively,  of which  $64,215  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 nine months ended September
      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  SEPTEMBER  30, 1998 AS COMPARED TO THE THREE  MONTHS
      ENDED SEPTEMBER 30, 1997.

                                             Three Months Ended September 30,
                                             --------------------------------
                                                   1998              1997
                                                  -------          --------
      Oil and gas sales                           $87,267          $150,705
      Oil and gas production expenses             $30,436          $ 42,212
      Barrels produced                                321               289
      Mcf produced                                 52,278            66,111
      Average price/Bbl                           $ 11.90          $  17.85
      Average price/Mcf                           $  1.60          $   2.20



                                       13
<PAGE>




      As shown in the table  above,  total oil and gas sales  decreased  $63,438
      (42.1%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $30,000 was related to a decrease in volumes of gas sold and approximately
      $32,000  was  related  to a  decrease  in the  average  price of gas sold.
      Volumes  of oil sold  increased  32  barrels,  while  volumes  of gas sold
      decreased  13,833 Mcf for the three  months  ended  September  30, 1998 as
      compared to the three months ended September 30, 1997. The decrease in the
      volumes of gas sold resulted  primarily  from negative prior period volume
      adjustments  made by the  purchasers  on two wells during the three months
      ended September 30, 1998.  Average oil and gas prices  decreased to $11.90
      per barrel and $1.60 per Mcf,  respectively,  for the three  months  ended
      September 30, 1998 from $17.85 per barrel and $2.20 per Mcf, respectively,
      for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $11,776  (27.9%) for the three months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997. This decrease  resulted  primarily from (i) a decrease in production
      taxes  associated  with the decrease in oil and gas sales and (ii) surface
      repair  expenses  incurred  on two wells  during  the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 34.9% for the three  months  ended  September  30, 1998 from
      28.0% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased $7,789 (40.3 %) for the three months ended September 30, 1998 as
      compared  with the three months ended  September  30, 1997.  This increase
      resulted  primarily  from a decrease in the oil and gas prices used in the
      valuation of reserves at September  30, 1998 as compared to September  30,
      1997.  This increase was partially  offset by (i) decreases which resulted
      from  significant  upward  revisions  in the  estimate  of  remaining  gas
      reserves at December 31, 1997 and (ii) the decrease in volumes of gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended  September  30, 1997.  As a percentage  of oil and gas sales,
      this expense  increased to 31.1% for the three months ended  September 30,
      1998 from  12.8% for the three  months  ended  September  30,  1997.  This
      percentage  increase  was  primarily  due to the  decreases in the average
      prices of oil and gas sold during the three  months  ended  September  30,
      1998 as compared with the three



                                       14
<PAGE>



      months ended September 30, 1997 and the dollar  increase in  depreciation,
      depletion, and amortization.


      General and  administrative  expenses  decreased $832 (5.1%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 17.6% for the three  months  ended  September  30, 1998 from
      10.7% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in oil and gas sales.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $300,936         $525,961
      Oil and gas production expenses             $ 78,222         $107,005
      Barrels produced                               1,142            1,246
      Mcf produced                                 146,288          218,463
      Average price/Bbl                           $  13.36         $  20.65
      Average price/Mcf                           $   1.95         $   2.29

      As shown in the table above,  total oil and gas sales  decreased  $225,025
      (42.8%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $165,000   was   related  to  a  decrease  in  volumes  of  gas  sold  and
      approximately  $49,000 was  related to a decrease in the average  price of
      gas sold.  Volumes of oil and gas sold  decreased  104  barrels and 72,175
      Mcf,  respectively,  for the  nine  months  ended  September  30,  1998 as
      compared to the nine months ended  September 30, 1997. The decrease in the
      volumes of gas sold  resulted  primarily  from (i)  positive  prior period
      volume  adjustments  made by the  purchasers  on two wells during the nine
      months  ended  September  30 1997,  (ii) the 1980-1  Program  receiving  a
      reduced  percentage  of sales on one well  during  the nine  months  ended
      September 30, 1998 due to the 1980-1  Program's  overproduced  position in
      that well, and (iii) negative prior period volume  adjustments made by the
      purchasers  on two wells during the nine months ended  September 30, 1998.
      Average  oil and gas prices  decreased  to $13.36 per barrel and $1.95 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 1998 from
      $20.65  per barrel and $2.29 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.






                                       15
<PAGE>








      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $28,783  (26.9%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from a decrease in production taxes
      associated  with the  decrease  in oil and gas  sales and  surface  repair
      expenses  incurred on two wells during the nine months ended September 30,
      1997. As a percentage of oil and gas sales,  these  expenses  increased to
      26.0% for the nine months ended September 30, 1998 from 20.3% for the nine
      months ended September 30, 1997.  This  percentage  increase was primarily
      due to the decreases in the average  prices of oil and gas sold during the
      nine months ended  September 30, 1998 as compared to the nine months ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $27,834 (30.7%) for the nine months ended September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  decrease
      resulted  primarily  from (i) decreases in the volumes of oil and gas sold
      during the nine months  ended  September  30, 1998 as compared to the nine
      months ended September 30, 1997 and (ii)  significant  upward revisions in
      the  estimate  of  remaining  gas  reserves  at December  31,  1997.  As a
      percentage of oil and gas sales, these expenses increased to 20.9% for the
      nine months ended  September 30, 1998 from 17.2% for the nine months ended
      September  30, 1997.  This  percentage  increase was  primarily due to the
      decreases  in the  average  prices of oil and gas sold for the nine months
      ended  September  30, 1998 as compared to the nine months ended  September
      30, 1997.

      General and  administrative  expenses decreased $3,532 (6.4%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 17.2% for the nine months ended September 30, 1998 from 10.5%
      for the nine months ended September 30, 1997. This percentage increase was
      primarily due to the decrease in oil and gas sales.











                                       16
<PAGE>









      1980-2 PROGRAM

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

                                                Three Months Ended September 30,
                                                --------------------------------
                                                   1998              1997
                                                  -------          --------
      Oil and gas sales                           $83,034          $119,563
      Oil and gas production expenses             $26,225          $ 33,644
      Barrels produced                                354               102
      Mcf produced                                 58,799            58,414
      Average price/Bbl                           $ 13.51          $  16.33
      Average price/Mcf                           $  1.33          $   2.02

      As shown in the table  above,  total oil and gas sales  decreased  $36,529
      (30.6%) for the three months ended  September  30, 1998 as compared to the
      three months ended  September  30, 1997. Of this  decrease,  approximately
      $40,000 was related to a decrease in the average price of gas sold,  which
      decrease  was  partially  offset by an  increase of  approximately  $4,000
      related to an increase in volumes of oil sold. Volumes of oil and gas sold
      increased  252 barrels  and 385 Mcf,  respectively,  for the three  months
      ended  September 30, 1998 as compared to the three months ended  September
      30, 1997. The increase in the volumes of oil sold resulted  primarily from
      a positive  prior period  volume  adjustment  made by the purchaser on one
      well during the three months ended September 30, 1998. Average oil and gas
      prices decreased to $13.51 per barrel and $1.33 per Mcf, respectively, for
      the three months ended September 30, 1998 from $16.33 per barrel and $2.02
      per Mcf, respectively, for the three months ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $7,419  (22.1%) for the three  months ended
      September  30, 1998 as compared to the three  months ended  September  30,
      1997.  This  decrease  resulted  primarily  from a negative  prior  period
      production  tax  adjustment  on one well  during  the three  months  ended
      September 30, 1998. As a percentage of oil and gas sales,  these  expenses
      increased  to 31.6% for the three  months  ended  September  30, 1998 from
      28.1% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily  due to the decreases in the average  prices of oil
      and gas sold during the three months ended  September 30, 1998 as compared
      to the three months ended September 30, 1997.



                                       17
<PAGE>









      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $19,246  (210.8%) for the three months ended September 30, 1998
      as compared to the three months ended  September  30, 1997.  This increase
      resulted  primarily  from a decrease in the oil and gas prices used in the
      valuation of reserves at September  30, 1998 as compared to September  30,
      1997.  As a percentage  of oil and gas sales,  this  expense  increased to
      34.2% for the three  months  ended  September  30,  1998 from 7.6% for the
      three  months  ended  September  30, 1997.  This  percentage  increase was
      primarily  due to the dollar  increase  in  depreciation,  depletion,  and
      amortization  and the decreases in the average  prices of oil and gas sold
      during the three months ended  September 30, 1998 as compared to the three
      months ended September 30, 1997.

      General and administrative  expenses decreased $1,040 (4.3%) for the three
      months  ended  September  30, 1998 as compared to the three  months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased  to 27.7% for the three  months  ended  September  30, 1998 from
      20.1% for the three  months ended  September  30,  1997.  This  percentage
      increase was primarily due to the decrease in oil and gas sales  discussed
      above.

      NINE MONTHS ENDED  SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1997.

                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $537,758         $612,959
      Oil and gas production expenses             $ 96,187         $118,366
      Barrels produced                               1,071              830
      Mcf produced                                 280,990          279,518
      Average price/Bbl                           $  14.02         $  20.95
      Average price/Mcf                           $   1.86         $   2.13

      As shown in the table  above,  total oil and gas sales  decreased  $75,201
      (12.3%) for the nine months  ended  September  30, 1998 as compared to the
      nine months ended  September  30, 1997.  Of this  decrease,  approximately
      $76,000  was  related  to a  decrease  in the  average  price of gas sold.
      Volumes  of oil  and  gas  sold  increased  241  barrels  and  1,472  Mcf,
      respectively,  for the nine months ended September 30, 1998 as compared to
      the nine months ended  September 30, 1997.  The increase in the volumes of
      oil sold resulted



                                       18
<PAGE>



      primarily  from a positive  prior  period  volume  adjustment  made by the
      purchaser  on one well during the nine months  ended  September  30, 1998.
      Average  oil and gas prices  decreased  to $14.02 per barrel and $1.86 per
      Mcf,  respectively,  for the nine  months  ended  September  30, 1998 from
      $20.95  per barrel and $2.13 per Mcf,  respectively,  for the nine  months
      ended September 30, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $22,179  (18.7%) for the nine months  ended
      September  30, 1998 as compared to the nine  months  ended  September  30,
      1997. This decrease resulted primarily from (i) workover expenses incurred
      during the nine months ended September 30, 1997 to improve the recovery of
      reserves,  (ii) a refund of ad  valorem  taxes  received  during  the nine
      months  ended  September  30,  1998,  and (iii)  surface  repair  expenses
      incurred  during the nine months ended September 30, 1997. As a percentage
      of oil and gas  sales,  these  expenses  decreased  to 17.9%  for the nine
      months  ended  September  30,  1998 from 19.3% for the nine  months  ended
      September  30, 1997.  This  percentage  decrease was  primarily due to the
      dollar decrease in production  expenses discussed above,  partially offset
      by the  decreases  in the average  prices of oil and gas sold for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $7,705  (9.8%) for the nine months ended  September 30, 1998 as
      compared  to the nine months  ended  September  30,  1997.  This  increase
      resulted  primarily  from a decrease in the oil and gas prices used in the
      valuation of reserves at September  30, 1998 as compared to September  30,
      1997,  which  increase was partially  offset by a decrease  resulting from
      significant  upward  revisions  in gas reserve  estimates  at December 31,
      1997.  As a percentage  of oil and gas sales,  this  expense  increased to
      16.1.% for the nine  months  ended  September  30, 1998 from 12.9% for the
      nine months  ended  September  30,  1997.  This  percentage  increase  was
      primarily due to the  decreases in the average  prices of oil and gas sold
      for the nine  months  ended  September  30,  1998 as  compared to the nine
      months ended September 30, 1997.

      General and  administrative  expenses decreased $4,390 (5.4%) for the nine
      months  ended  September  30, 1998 as  compared  to the nine months  ended
      September 30, 1997. As a percentage of oil and gas sales,  these  expenses
      increased to 14.2% for the nine months ended September 30, 1998 from 13.2%
      for the nine months ended September 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 September  30, 1998 and for
                        the  nine  months  ended   September  30,  1998,   filed
                        herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1980-2   Program's
                        financial  statements  as of September  30, 1998 and for
                        the  nine  months  ended   September  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:  November 4, 1998            By:   /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 4, 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 September 30, 1998 and for
            the nine months ended September 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 September 30, 1998 and for
            the nine months ended September 30, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.







                                       22
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000806576
<NAME>                             DYCO OIL & GAS PROGRAM 1980-1 LIMITED PTRSHP
                                    
<S>                                 <C>
<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>                   DEC-31-1998
<PERIOD-START>                      JAN-01-1998
<PERIOD-END>                        SEP-30-1998
<CASH>                                   17,693
<SECURITIES>                                  0
<RECEIVABLES>                            46,262
<ALLOWANCES>                                  0
<INVENTORY>                                   0
<CURRENT-ASSETS>                         63,955
<PP&E>                               29,703,690
<DEPRECIATION>                       29,338,076
<TOTAL-ASSETS>                          555,959
<CURRENT-LIABILITIES>                    17,943
<BONDS>                                       0
                         0
                                   0
<COMMON>                                      0
<OTHER-SE>                              493,437
<TOTAL-LIABILITY-AND-EQUITY>            555,959
<SALES>                                 300,936
<TOTAL-REVENUES>                        306,585
<CGS>                                         0
<TOTAL-COSTS>                           192,741
<OTHER-EXPENSES>                              0
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                            0
<INCOME-PRETAX>                         113,844
<INCOME-TAX>                                  0
<INCOME-CONTINUING>                     113,844
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                            113,844
<EPS-PRIMARY>                             28.18
<EPS-DILUTED>                                 0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000806577
<NAME>                             DYCO OIL & GAS PROGRAM 1980-2 LIMITED PTRSHP
                                    
<S>                                <C>
<PERIOD-TYPE>                      9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                                  49,654
<SECURITIES>                                 0
<RECEIVABLES>                          167,830
<ALLOWANCES>                                 0
<INVENTORY>                                  0
<CURRENT-ASSETS>                       217,484
<PP&E>                              35,369,013
<DEPRECIATION>                      35,211,234
<TOTAL-ASSETS>                         450,783
<CURRENT-LIABILITIES>                  167,542
<BONDS>                                      0
                        0
                                  0
<COMMON>                                     0
<OTHER-SE>                             150,075
<TOTAL-LIABILITY-AND-EQUITY>           450,783
<SALES>                                537,758
<TOTAL-REVENUES>                       549,361
<CGS>                                        0
<TOTAL-COSTS>                          259,222
<OTHER-EXPENSES>                             0
<LOSS-PROVISION>                             0
<INTEREST-EXPENSE>                           0
<INCOME-PRETAX>                        290,139
<INCOME-TAX>                                 0
<INCOME-CONTINUING>                    290,139
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                           290,139
<EPS-PRIMARY>                            57.35
<EPS-DILUTED>                                0
        
 

</TABLE>


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