DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 1998-05-07
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
   March 31, 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

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $ 92,202          $197,606
   Accrued oil and gas sales                      75,055            98,315
   Accounts receivable - General
      Partner (Note 2)                            62,943                 -
                                                --------          --------
      Total current assets                      $230,200          $295,921

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                          396,382           471,863

DEFERRED CHARGE                                  126,390           126,390
                                                --------          --------
                                                $752,972          $894,174
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $ 13,603          $ 34,756
   Gas imbalance payable                          11,046            11,046
                                                --------          --------
      Total current liabilities                 $ 24,649          $ 45,802

ACCRUED LIABILITY                                 44,579            44,579

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 40 units                        6,838             8,038
   Limited Partners, issued and
      outstanding, 4,000 units                   676,906           795,755
                                                --------          --------
      Total Partners' capital                   $683,744          $803,793
                                                --------          --------
                                                $752,972          $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 MARCH 31, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                            $122,828          $225,567
   Interest                                        2,469             2,488
                                                --------          --------
                                                $125,297          $228,055
                                                --------          --------

COST AND EXPENSES:
   Oil and gas production                       $ 23,516          $ 37,447
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  18,390            53,692
   General and administrative
      (Note 2)                                    21,640            22,861
                                                --------          --------
                                                $ 63,546          $114,000
                                                --------          --------

NET INCOME                                      $ 61,751          $114,055
                                                ========          ========
GENERAL PARTNER (1%) - net income               $    618          $  1,141
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $ 61,133          $112,914
                                                ========          ========
NET INCOME PER UNIT                             $  15.28          $  28.23
                                                ========          ========
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 CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)


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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $ 61,751          $114,055
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                18,390            53,692
      Decrease in accrued oil and
        gas sales                                 23,260            77,009
      Increase in accounts receivable -
        General Partner                        (  62,943)                -
      Decrease in accounts payable             (  21,153)        (   1,071)
                                                --------          --------
      Net cash provided by operating
        activities                              $ 19,305          $243,685
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 62,943          $     13
   Additions to oil and gas
      properties                               (   5,852)        (     951)
                                                --------          --------
   Net cash provided (used) by
      investing activities                      $ 57,091         ($    938)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($181,800)        ($303,000)
                                                --------          --------
   Net cash used by financing
      activities                               ($181,800)        ($303,000)
                                                --------          --------

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                 ($105,404)        ($ 60,253)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           197,606           227,376
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 92,202          $167,123
                                                ========          ========

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



                                       4
<PAGE>



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

                                    ASSETS

                                              March 31,        December 31,
                                                1998              1997
                                             -----------       ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $357,545          $268,020
   Accrued oil and gas sales                     115,751           126,291
   Accounts receivable - General
      Partner (Note 2)                            45,780                 -
                                                --------          --------
      Total current assets                      $519,076          $394,311

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                          188,658           266,773

DEFERRED CHARGE                                   75,520            75,520
                                                --------          --------
                                                $783,254          $736,604
                                                ========          ========

                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                             $ 16,710          $ 39,922
   Gas imbalance payable                          71,205            71,205
                                                --------          --------
      Total current liabilities                 $ 87,915          $111,127

ACCRUED LIABILITY                                133,166           133,166

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 59 units                        5,621             4,923
   Limited Partners, issued and
      outstanding, 5,000 units                   556,552           487,388
                                                --------          --------
      Total Partners' capital                   $562,173          $492,311
                                                --------          --------
                                                $783,254          $736,604
                                                ========          ========








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



                                       5
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

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

REVENUES:
   Oil and gas sales                            $326,686          $266,167
   Interest                                        3,450             3,858
                                                --------          --------
                                                $330,136          $270,025
                                                --------          --------

COST AND EXPENSES:
   Oil and gas production                       $ 39,133          $ 42,759
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  38,427            47,495
   General and administrative
      (Note 2)                                    30,944            32,474
                                                --------          --------
                                                $108,504          $122,728
                                                --------          --------

NET INCOME                                      $221,632          $147,297
                                                ========          ========
GENERAL PARTNER (1%) - net income               $  2,216          $  1,473
                                                ========          ========
LIMITED PARTNERS (99%) - net income             $219,416          $145,824
                                                ========          ========
NET INCOME PER UNIT                             $  43.81          $  29.12
                                                ========          ========
UNITS OUTSTANDING                                  5,059             5,059
                                                ========          ========




            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 CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (Unaudited)

                                                  1998             1997
                                                ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $221,632          $147,297
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                38,427            47,495
      Decrease in accrued oil and
        gas sales                                 10,540            86,458
      Increase in accounts receivable -
        General Partner                        (  45,780)        (  11,551)
      Decrease in accounts payable             (  23,212)        (   1,904)
                                                --------          --------
      Net cash provided by operating
        activities                              $201,607          $267,795
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 45,784          $ 11,565
   Additions to oil and gas
      properties                               (   6,096)        (     991)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 39,688          $ 10,574
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($151,770)        ($354,130)
                                                --------          --------
   Net cash used by financing
      activities                               ($151,770)        ($354,130)
                                                --------          --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                             $ 89,525         ($ 75,761)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           268,020           369,731
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $357,545          $293,970
                                                ========          ========



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


                                       7
<PAGE>



             DYCO OIL AND GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
             DYCO OIL AND GAS PROGRAM 1980-2 LIMITED PARTNERSHIP
                   CONDENSED NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 1998
                                  (Unaudited)


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

      The balance sheet as of March 31, 1998,  statements of operations  for the
      three months ended March 31, 1998 and 1997,  and  statements of cash flows
      for the three months  ended March 31, 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 March 31,  1998,
      results of operations  for the three months ended March 31, 1998 and 1997,
      and  changes in cash flows for the three  months  ended March 31, 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 March 31, 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



                                       8
<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 March 31, 1998 and
      1997 the 1980-1  Program  incurred  such  expenses  totaling  $21,640  and
      $22,861,  respectively,  of which $14,022 was paid each period to Dyco and
      its affiliates.  During the three months ended March 31, 1998 and 1997 the
      1980-2  Program  incurred  such  expenses  totaling  $30,944 and  $32,474,
      respectively,  of which  $21,405  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.

      The  receivables  from the  General  Partner at March 31,  1998  represent
      proceeds  due to the 1980-1 and 1980-2  Programs  from the sale of oil and
      gas  properties  to  third  parties  during  the  first  quarter  of 1998.
      Subsequent  to March 31, 1998,  these  receivables  were  collected by the
      Programs.






                                       9
<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 Program.

      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.



                                       10
<PAGE>



      The  Programs'  Statements  of Cash  Flows for the first  quarter  of 1998
      include proceeds from the sale of oil and gas properties  during the three
      months  ended  March  31,  1998.  These  proceeds  will be  reflected,  as
      applicable,  in the Programs'  cash  distributions,  if any, to be 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. In addition,  such spot market sales are generally short-term
      in nature and are dependent upon the obtaining of transportation  services
      provided by pipelines.  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 MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                               Three Months Ended March 31,
                                               ----------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $122,828         $225,567
      Oil and gas production expenses             $ 23,516         $ 37,447
      Barrels produced                                 445              487
      Mcf produced                                  54,413           94,984
      Average price/Bbl                           $  15.60         $  22.31
      Average price/Mcf                           $   2.13         $   2.26

      As shown in the table above,  total oil and gas sales  decreased  $102,739
      (45.5%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31,



                                       11
<PAGE>



      1997. Of this decrease, approximately $92,000 was related to a decrease in
      volumes of gas sold and approximately  $10,000 was related to decreases in
      the  average  prices  of oil and gas  sold.  Volumes  of oil and gas  sold
      decreased  42 barrels and 40,571 Mcf,  respectively,  for the three months
      ended March 31, 1998 as compared to the three months ended March 31, 1997.
      The decrease in volumes of gas sold resulted  primarily  from (i) positive
      prior period volume  adjustments  made by the purchaser on one well during
      the three months ended March 31, 1997,  (ii) the  abandonment  of one well
      during the three months ended March 31, 1997 and (iii) a normal decline in
      production on one significant well during the three months ended March 31,
      1998.  Average oil and gas prices decreased to $15.60 per barrel and $2.13
      per Mcf,  respectively,  for the three  months  ended  March 31, 1998 from
      $22.31 per barrel and $2.26 per Mcf,  respectively,  for the three  months
      ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $13,931  (37.2%) for the three months ended
      March 31, 1998 as compared to the three months ended March 31, 1997.  This
      decrease  resulted  primarily from (i) the decrease in volumes of gas sold
      during the three  months  ended  March 31,  1998 as  compared to the three
      months  ended  March 31,  1997 and (ii) a  decrease  in  production  taxes
      associated  with the decrease in oil and gas sales  discussed  above. As a
      percentage of oil and gas sales, these expenses increased to 19.1% for the
      three  months  ended March 31, 1998 from 16.6% for the three  months ended
      March 31, 1997. This percentage increase was primarily due to decreases in
      the average prices of oil and gas sold during the three months ended March
      31, 1998 as compared to the three months ended March 31, 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $35,302  (65.7%) for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily  from (i) the  decreases in volumes of gas sold during the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31,  1997  and (ii)  significant  upward  revisions  in the  estimates  of
      remaining  gas reserves at December 31, 1997.  As a percentage  of oil and
      gas sales,  this  expense  decreased  to 15.0% for the three  months ended
      March 31, 1998 from 23.8% for the three months ended March 31, 1997.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization discussed above.

      General and administrative  expenses decreased $1,221 (5.3%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  increased
      to 17.6% for the three  months  ended  March 31,  1998 from  10.1% for the
      three



                                       12
<PAGE>



      months  ended March 31, 1997.  This  percentage  increase was  primarily
      due to the decrease in oil and gas sales discussed above.

      1980-2 PROGRAM

      THREE  MONTHS  ENDED MARCH 31, 1998 AS COMPARED TO THE THREE  MONTHS ENDED
      MARCH 31, 1997.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                    1998             1997
                                                  --------         --------
      Oil and gas sales                           $326,686         $266,167
      Oil and gas production expenses             $ 39,133         $ 42,759
      Barrels produced                                 327              387
      Mcf produced                                 166,076          110,339
      Average price/Bbl                           $  15.71         $  22.11
      Average price/Mcf                           $   1.94         $   2.33

      As shown in the table  above,  total oil and gas sales  increased  $60,519
      (22.7%) for the three months ended March 31, 1998 as compared to the three
      months ended March 31, 1997. Of this increase,  approximately $130,000 was
      related  to an  increase  in volumes  of gas sold,  partially  offset by a
      decrease of  approximately  $67,000  related to  decreases  in the average
      prices of oil and gas sold.  Volumes  of oil sold  decreased  60  barrels,
      while  volumes of gas sold  increased  55,737 Mcf,  respectively,  for the
      three  months  ended March 31, 1998 as compared to the three  months ended
      March 31,  1997.  The increase in volumes of gas sold  resulted  primarily
      from positive prior period volume adjustments made by the purchaser on two
      wells during the three months  ended March 31,  1998,  which  increase was
      partially  offset by (i) positive  period volume  adjustments  made by the
      purchaser  on two wells  during the three  months ended March 31, 1997 and
      (ii) the  abandonment  of one well during the three months ended March 31,
      1997.  Average oil and gas prices decreased to $15.71 per barrel and $1.94
      per Mcf,  respectively,  for the three  months  ended  March 31, 1998 from
      $22.11 per barrel and $2.33 per Mcf,  respectively,  for the three  months
      ended March 31, 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
      production taxes) decreased $3,626 (8.5%) for the three months ended March
      31, 1998 as  compared  to the three  months  ended  March 31,  1997.  This
      decrease resulted primarily from (i) credits received from the operator on
      two wells during the three months ended March 31, 1998 for prior operating
      expenses and (ii) subsurface  repair expenses  incurred on one well during
      the three months ended March 31, 1997, which decrease was partially offset
      by an increase in production taxes associated with the increase in oil and
      gas sales discussed above. As a percentage of oil and gas



                                       13
<PAGE>



      sales,  these expenses decreased to 12.0% for the three months ended March
      31,  1998 from  16.1% for the three  months  ended  March 31,  1997.  This
      percentage decrease was primarily due to the dollar decrease in production
      expenses discussed above.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $9,068  (19.1%)  for the three  months  ended March 31, 1998 as
      compared to the three months ended March 31, 1997. This decrease  resulted
      primarily from significant  upward revisions in the estimates of remaining
      gas  reserves at December 31,  1997,  partially  offset by the increase in
      volumes  of gas sold  during  the three  months  ended  March 31,  1998 as
      compared to the three months ended March 31, 1997.  As a percentage of oil
      and gas sales,  this expense decreased to 11.8% for the three months ended
      March 31, 1998 from 17.8% for the three months ended March 31, 1997.  This
      percentage   decrease  was  primarily  due  to  the  dollar   decrease  in
      depreciation, depletion, and amortization discussed above.

      General and administrative  expenses decreased $1,530 (4.7%) for the three
      months  ended March 31, 1998 as compared to the three  months  ended March
      31, 1997. As a percentage of oil and gas sales,  these expenses  decreased
      to 9.5% for the three months ended March 31, 1998 from 12.2% for the three
      months ended March 31, 1997. This percentage decrease was primarily due to
      the increase in oil and gas sales discussed above.






                                       14
<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 March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.

             27.2       Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1980-2   Program's
                        financial  statements  as of March 31,  1998 and for the
                        three months ended March 31, 1998, filed herewith.

                        All other exhibits are omitted as inapplicable.

      (b) Reports on Form 8-K.

            None.





                                       15
<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:  May 7, 1998                  By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  May 7, 1998                  By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                       16
<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 March 31, 1998 and for the
            three
            months ended March 31, 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 March 31, 1998 and for the
            three
            months ended March 31, 1998, filed herewith.

            All other exhibits are omitted as inapplicable.


                                       17

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000806576  
<NAME>                             Dyco Oil & Gas Program 1980-1 Limited Ptrshp
                                    
<S>                                <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       MAR-31-1998
<CASH>                                 92,202
<SECURITIES>                                0
<RECEIVABLES>                         137,998
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                      230,200
<PP&E>                             29,690,093
<DEPRECIATION>                     29,293,711
<TOTAL-ASSETS>                        752,972
<CURRENT-LIABILITIES>                  24,649
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                            683,744
<TOTAL-LIABILITY-AND-EQUITY>          752,972
<SALES>                               122,828
<TOTAL-REVENUES>                      125,297
<CGS>                                       0
<TOTAL-COSTS>                          63,546
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                        61,751
<INCOME-TAX>                                0
<INCOME-CONTINUING>                    61,751
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                           61,751
<EPS-PRIMARY>                           15.28
<EPS-DILUTED>                               0
        
 

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                          5
<CIK>                              0000806577  
<NAME>                             Dyco Oil & Gas Program 1980-2 Limited Ptrshp
                                    
<S>                                <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       MAR-31-1998
<CASH>                                357,545
<SECURITIES>                                0
<RECEIVABLES>                         161,531
<ALLOWANCES>                                0
<INVENTORY>                                 0
<CURRENT-ASSETS>                      519,076
<PP&E>                             35,351,644
<DEPRECIATION>                     35,162,986
<TOTAL-ASSETS>                        783,254
<CURRENT-LIABILITIES>                  87,915
<BONDS>                                     0
                       0
                                 0
<COMMON>                                    0
<OTHER-SE>                            562,173
<TOTAL-LIABILITY-AND-EQUITY>          783,254
<SALES>                               326,686
<TOTAL-REVENUES>                      330,136
<CGS>                                       0
<TOTAL-COSTS>                         108,504
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                          0
<INCOME-PRETAX>                       221,632
<INCOME-TAX>                                0
<INCOME-CONTINUING>                   221,632
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                          221,632
<EPS-PRIMARY>                           43.81
<EPS-DILUTED>                               0
        
 

</TABLE>


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