DYCO OIL & GAS PROGRAM 1980-1 LIMITED PARTNERSHIP
10-Q, 2000-11-08
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, 2000                         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,
                                                    2000            1999
                                                -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                       $ 77,985       $ 44,620
   Accrued oil and gas sales                        101,383         66,174
                                                   --------       --------
      Total current assets                         $179,368       $110,794

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                             261,677        309,760

DEFERRED CHARGE                                      55,502         55,502
                                                   --------       --------
                                                   $496,547       $476,056
                                                   ========       ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                                $  4,371       $  5,712
   Gas imbalance payable                              8,697          8,697
                                                   --------       --------
      Total current liabilities                    $ 13,068       $ 14,409

ACCRUED LIABILITY                                  $ 39,310       $ 39,310

PARTNERS' CAPITAL:
   General Partner, 40 general
      partner units                                $  4,442       $  4,223
   Limited Partners, issued and
      outstanding, 4,000 Units                      439,727        418,114
                                                   --------       --------
      Total Partners' capital                      $444,169       $422,337
                                                   --------       --------
                                                   $496,547       $476,056
                                                   ========       ========


                     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, 2000 AND 1999
                                   (Unaudited)

                                                   2000             1999
                                                 --------         -------

REVENUES:
   Oil and gas sales                             $180,960        $101,078
   Interest                                           853             524
                                                 --------        --------
                                                 $181,813        $101,602

COSTS AND EXPENSES:
   Oil and gas production                        $ 37,020        $ 22,672
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   12,202           8,125
   General and administrative
      (Note 2)                                     19,494          15,259
                                                 --------        --------
                                                 $ 68,716        $ 46,056
                                                 --------        --------

NET INCOME                                       $113,097        $ 55,546
                                                 ========        ========
GENERAL PARTNER (1%) - net income                $  1,131        $    555
                                                 ========        ========
LIMITED PARTNERS (99%) - net income              $111,966        $ 54,991
                                                 ========        ========
NET INCOME PER UNIT                              $  27.99        $  13.75
                                                 ========        ========
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, 2000 AND 1999
                                   (Unaudited)

                                                   2000             1999
                                                 --------         --------

REVENUES:
   Oil and gas sales                             $415,297         $240,172
   Interest                                         3,375            2,784
                                                 --------         --------
                                                 $418,672         $242,956

COSTS AND EXPENSES:
   Oil and gas production                        $ 81,639         $ 66,081
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   29,849           31,550
   General and administrative
      (Note 2)                                     63,152           50,594
                                                 --------         --------
                                                 $174,640         $148,225
                                                 --------         --------

NET INCOME                                       $244,032         $ 94,731
                                                 ========         ========
GENERAL PARTNER (1%) - net income                $  2,441         $    947
                                                 ========         ========
LIMITED PARTNERS (99%) - net income              $241,591         $ 93,784
                                                 ========         ========
NET INCOME PER UNIT                              $  60.40         $  23.45
                                                 ========         ========
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, 2000 AND 1999
                                   (Unaudited)
                                                  2000             1999
                                                ---------       ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $244,032          $ 94,731
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                29,849            31,550
      Increase in accrued oil and gas
        gas sales                              (  35,209)        (  16,110)
      Decrease in accounts receivable -
        related party                                  -             6,216
      Increase in deferred charge                      -         (   1,007)
      Increase (decrease) in accounts
        payable                                (   1,341)              746
      Decrease in accrued liability                    -         (     547)
                                                --------          --------
   Net cash provided by operating
      activities                                $237,331          $115,579
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $ 18,234          $ 51,472
   Additions to oil and gas
      properties                                       -         (       1)
                                                --------          --------
   Net cash provided by investing
      activities                                $ 18,234          $ 51,471
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($222,200)        ($141,400)
                                                --------          --------
   Net cash used by financing
      activities                               ($222,200)        ($141,400)
                                                --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 33,365          $ 25,650

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            44,620            57,478
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 77,985          $ 83,128
                                                ========          ========

                     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,
                                                   2000             1999
                                                -------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $124,567        $ 52,257
   Accrued oil and gas sales                       149,913          91,782
                                                  --------        --------
      Total current assets                        $274,480        $144,039

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            113,302         134,686

DEFERRED CHARGE                                     48,100          48,100
                                                  --------        --------
                                                  $435,882        $326,825
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $  5,824        $  8,842
   Gas imbalance payable                            20,136          20,136
                                                  --------        --------
      Total current liabilities                   $ 25,960        $ 28,978

ACCRUED LIABILITY                                 $117,808        $117,808

PARTNERS' CAPITAL:
   General Partner, 59 general
      partner units                               $  2,921        $  1,801
   Limited Partners, issued and
      outstanding, 5,000 Units                     289,193         178,238
                                                  --------        --------
      Total Partners' capital                     $292,114        $180,039
                                                  --------        --------
                                                  $435,882        $326,825
                                                  ========        ========

                     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, 2000 AND 1999
                                   (Unaudited)

                                                  2000             1999
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $220,186         $157,536
   Interest                                        1,373            1,464
                                                --------         --------
                                                $221,559         $159,000

COSTS AND EXPENSES:
   Oil and gas production                       $ 42,037         $ 34,669
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                   7,147            5,623
   General and administrative
      (Note 2)                                    24,663           22,953
                                                --------         --------
                                                $ 73,847         $ 63,245
                                                --------         --------

NET INCOME                                      $147,712         $ 95,755
                                                ========         ========
GENERAL PARTNER (1%) - net income               $  1,477         $    958
                                                ========         ========
LIMITED PARTNERS (99%) - net income             $146,235         $ 94,797
                                                ========         ========
NET INCOME PER UNIT                             $  29.19         $  18.93
                                                ========         ========
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, 2000 AND 1999
                                   (Unaudited)

                                                  2000             1999
                                                --------         ---------

REVENUES:
   Oil and gas sales                            $573,892         $421,401
   Interest                                        4,575            2,996
                                                --------         --------
                                                $578,467         $424,397

COSTS AND EXPENSES:
   Oil and gas production                       $114,732         $ 95,247
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                  20,402           28,514
   General and administrative
      (Note 2)                                    78,308           75,047
                                                --------         --------
                                                $213,442         $198,808
                                                --------         --------

NET INCOME                                      $365,025         $225,589
                                                ========         ========
GENERAL PARTNER (1%) - net income               $  3,650         $  2,256
                                                ========         ========
LIMITED PARTNERS (99%) - net income             $361,375         $223,333
                                                ========         ========
NET INCOME PER UNIT                             $  72.15         $  44.59
                                                ========         ========
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, 2000 AND 1999
                                   (Unaudited)

                                                  2000             1999
                                                ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $365,025          $225,589
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                20,402            28,514
      Increase in accrued oil and
        gas sales                              (  58,131)        (  22,511)
      Increase (decrease) in accounts
        payable                                (   3,018)            1,318
                                                --------          --------
   Net cash provided by operating
      activities                                $324,278          $232,910
                                                --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                            $  1,062          $      -
   Additions to oil and gas
      properties                               (      80)        (     442)
                                                --------          --------
   Net cash provided (used) by
      investing activities                      $    982         ($    442)
                                                --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($252,950)        ($227,655)
                                                --------          --------
   Net cash used by financing
      activities                               ($252,950)        ($227,655)
                                                --------          --------

NET INCREASE IN CASH AND CASH
   EQUIVALENTS                                  $ 72,310          $  4,813

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                            52,257            62,393
                                                --------          --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $124,567          $ 67,206
                                                ========          ========

                     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, 2000
                                   (Unaudited)


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

      The balance sheets as of September 30, 2000,  statements of operations for
      the  three  and  nine  months  ended  September  30,  2000 and  1999,  and
      statements of cash flows for the nine months ended  September 30, 2000 and
      1999  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, 2000, results of operations for the three and nine months
      ended  September 30, 2000 and 1999, and changes in cash flows for the nine
      months ended September 30, 2000 and 1999 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, 1999. The results of operations for the period
      ended September 30, 2000 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



                                      -10-
<PAGE>



      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 (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, 2000
      and 1999, the 1980-1 Program  incurred such expenses  totaling $19,494 and
      $15,259,  respectively, of which $17,049 and $14,022,  respectively,  were
      paid each period to Dyco and its affiliates.  During the nine months ended
      September  30, 2000 and 1999,  the 1980-1  Program  incurred such expenses
      totaling $63,152 and $50,594,  respectively, of which $51,147 and $42,066,
      respectively, were paid each period to Dyco and its affiliates. During the
      three  months  ended  September  30,  2000 and 1999,  the  1980-2  Program
      incurred  such expenses  totaling  $24,663 and $22,953,  respectively,  of
      which $21,840 and $21,405, respectively, were paid each period to Dyco and
      its affiliates.  During the nine months ended September 30, 2000 and 1999,
      the 1980-2 Program  incurred such expenses  totaling  $78,308 and $75,047,
      respectively, of which $65,520



                                      -11-
<PAGE>



      and   $64,215,  respectively,  were  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.






                                      -12-
<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



                                      -13-
<PAGE>



      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.
      Management  believes that cash for ordinary  operational  purposes will be
      provided by current oil and gas production.

      The 1980-1  Program's  Statement  of Cash Flows for the nine months  ended
      September  30,  2000  includes  proceeds  from  the  sale  of oil  and gas
      properties during the second quarter of 2000. These proceeds were included
      in the 1980-1 Program's cash distributions paid in June 2000.


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
      variables affecting the Programs' revenues are the prices received for the
      sale of oil and gas and the volumes of oil and gas produced. The Program's
      production is mainly natural gas, so such pricing and volumes are the most
      significant factors.

      Due to the volatility of oil and gas prices,  forecasting future prices is
      subject to great  uncertainty  and  inaccuracy.  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. It is likewise
      difficult  to  predict  production  volumes.  However,  oil  and  gas  are
      depleting  assets,  so it can be  expected  that  production  levels  will
      decline over time. Recent gas prices have been  significantly  higher than
      the  Program's  historical  average.  This is  attributable  to the higher
      prices for crude oil,  a  substitute  fuel in some  markets,  and  reduced
      production due to lower capital investments in 1998 and 1999.



                                      -14-
<PAGE>




      1980-1 PROGRAM

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Three Months Ended September 30,
                                              --------------------------------
                                                    2000            1999
                                                  --------        --------
      Oil and gas sales                           $180,960        $101,078
      Oil and gas production expenses             $ 37,020        $ 22,672
      Barrels produced                                 490             296
      Mcf produced                                  45,180          38,265
      Average price/Bbl                           $  24.85        $  19.33
      Average price/Mcf                           $   3.74        $   2.49

      As shown in the table  above,  total oil and gas sales  increased  $79,882
      (79.0%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $56,000 was  related to an  increase in the average  price of gas sold and
      approximately  $17,000  was related to an increase in volumes of gas sold.
      Volumes  of oil  and  gas  sold  increased  194  barrels  and  6,915  Mcf,
      respectively, for the three months ended September 30, 2000 as compared to
      the three months ended  September 30, 1999. The increase in volumes of gas
      sold was primarily due to a positive prior period volume  adjustment  made
      by the  purchaser on one well during the three months ended  September 30,
      2000.  Average oil and gas prices increased to $24.85 per barrel and $3.74
      per Mcf, respectively,  for the three months ended September 30, 2000 from
      $19.33 per barrel and $2.49 per Mcf,  respectively,  for the three  months
      ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $14,348  (63.3%) for the three months ended
      September 30, 2000 as compared to the



                                      -15-
<PAGE>



      three months ended  September 30, 1999. This increase was primarily due to
      (i) a prior period lease operating expense adjustment made by the operator
      on several wells during the three months ended September 30, 2000 and (ii)
      an increase in production  taxes  associated  with the increase in oil and
      gas sales. As a percentage of oil and gas sales,  these expenses decreased
      to 20.5% for the three months ended  September 30, 2000 from 22.4% for the
      three  months  ended  September  30, 1999.  This  percentage  decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $4,077 (50.2%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This increase was
      primarily  due  to  (i)  the  decreased  dollar  amount  of  depreciation,
      depletion, and amortization charged during the third quarter of 1999 which
      resulted from significant  increases in the oil and gas prices used in the
      valuation of remaining  reserves at September 30, 1999 as compared to June
      30,  1999 and (ii) the  increase  in  volumes  of oil and gas  sold.  As a
      percentage  of oil and gas sales,  this expense  decreased to 6.7% for the
      three months ended September 30, 2000 from 8.0% for the three months ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative expenses increased $4,235 (27.8%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September  30,  1999.  This  increase  was  primarily  due to a change  in
      allocation  among the 1980-1  Program  and other  affiliated  programs  of
      indirect  general and  administrative  expenses  reimbursed to the General
      Partner. As a percentage of oil and gas sales, these expenses decreased to
      10.8% for the three  months  ended  September  30, 2000 from 15.1% for the
      three  months  ended  September  30, 1999.  This  percentage  decrease was
      primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.



                                      -16-
<PAGE>




                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    2000            1999
                                                  --------        --------
      Oil and gas sales                           $415,297        $240,172
      Oil and gas production expenses             $ 81,639        $ 66,081
      Barrels produced                               1,046           1,035
      Mcf produced                                 120,597         107,105
      Average price/Bbl                           $  26.39        $  15.04
      Average price/Mcf                           $   3.21        $   2.10

      As shown in the table above,  total oil and gas sales  increased  $175,125
      (72.9%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $135,000  was related to an increase in the average  price of gas sold and
      approximately  $28,000  was related to an increase in volumes of gas sold.
      Volumes  of oil  and  gas  sold  increased  11  barrels  and  13,492  Mcf,
      respectively,  for the nine months ended September 30, 2000 as compared to
      the nine months ended  September 30, 1999.  The increase in volumes of gas
      sold was  primarily due to (i) a positive  prior period volume  adjustment
      made by the  purchaser on one well during the nine months ended  September
      30, 2000 and (ii) the 1980-1 Program receiving an increased  percentage of
      sales on two wells  due to gas  balancing  during  the nine  months  ended
      September  30,  2000.  Average oil and gas prices  increased to $26.39 per
      barrel  and  $3.21  per  Mcf,  respectively,  for the  nine  months  ended
      September 30, 2000 from $15.04 per barrel and $2.10 per Mcf, respectively,
      for the nine months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $15,558  (23.5%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales and (ii) a prior
      period lease operating expense  adjustment made by the operator on several
      wells during the nine months ended  September 30, 2000. As a percentage of
      oil and gas sales,  these expenses  decreased to 19.7% for the nine months
      ended  September  30, 2000 from 27.5% for the nine months ended  September
      30, 1999. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.



                                      -17-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $1,701  (5.4%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to an  increase  in the  oil  and  gas  prices  used in the
      valuation  of  remaining  reserves  at  September  30, 2000 as compared to
      September 30, 1999. This decrease was partially  offset by the increase in
      volumes of gas sold.  As a percentage  of oil and gas sales,  this expense
      decreased to 7.2% for the nine months ended  September 30, 2000 from 13.1%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increases in the average prices of oil and gas sold.

      General and administrative expenses increased $12,558 (24.8%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September  30,  1999.  This  increase  was  primarily  due to a change  in
      allocation  among the 1980-1  Program  and other  affiliated  programs  of
      indirect  general and  administrative  expenses  reimbursed to the General
      Partner. As a percentage of oil and gas sales, these expenses decreased to
      15.2% for the nine months ended September 30, 2000 from 21.1% for the nine
      months ended September 30, 1999.  This  percentage  decrease was primarily
      due to the increase in oil and gas sales.

      1980-2 PROGRAM

      THREE MONTHS ENDED  SEPTEMBER  30, 2000 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                    2000            1999
                                                  --------        --------
      Oil and gas sales                           $220,186        $157,536
      Oil and gas production expenses             $ 42,037        $ 34,669
      Barrels produced                                 384             253
      Mcf produced                                  51,826          59,119
      Average price/Bbl                           $  25.11        $  21.25
      Average price/Mcf                           $   4.06        $   2.57



                                      -18-
<PAGE>



      As shown in the table  above,  total oil and gas sales  increased  $62,650
      (39.8%) for the three months ended  September  30, 2000 as compared to the
      three months ended  September  30, 1999. Of this  increase,  approximately
      $77,000 was related to an increase in the average price of gas sold.  This
      increase  was  partially  offset by a decrease  of  approximately  $19,000
      related  to a  decrease  in  volumes  of gas  sold.  Volumes  of oil  sold
      increased 131 barrels,  while volumes of gas sold decreased  7,293 Mcf for
      the three months ended  September 30, 2000 as compared to the three months
      ended  September  30,  1999.  The  decrease in the volumes of gas sold was
      primarily due to (i) the 1980-2 Program receiving an increased  percentage
      of sales on one well due to gas  balancing  during the three  months ended
      September 30, 1999 and (ii) normal declines in production. Average oil and
      gas prices increased to $25.11 per barrel and $4.06 per Mcf, respectively,
      for the three months ended  September  30, 2000 from $21.25 per barrel and
      $2.57 per Mcf,  respectively,  for the three  months ended  September  30,
      1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $7,368  (21.3%) for the three  months ended
      September  30, 2000 as compared to the three  months ended  September  30,
      1999.  This  increase was  primarily  due to (i) an increase in production
      taxes  associated  with the increase in oil and gas sales and (ii) a prior
      period lease operating expense  adjustment made by the operator on several
      wells during the three months ended  September 30, 2000.  These  increases
      were  partially  offset by ad valorem  tax  credits  received  on one well
      during the three months ended  September  30, 2000. As a percentage of oil
      and gas sales,  these  expenses  decreased  to 19.1% for the three  months
      ended  September 30, 2000 from 22.0% for the three months ended  September
      30, 1999. This  percentage  decrease was primarily due to the increases in
      the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      increased  $1,524 (27.1%) for the three months ended September 30, 2000 as
      compared to the three months ended  September 30, 1999.  This increase was
      primarily due to the decreased dollar amount of  depreciation,  depletion,
      and  amortization  charged during the third quarter of 1999 which resulted
      from significant increases in the oil and gas prices used in the valuation
      of remaining  reserves at September 30, 1999 as compared to June 30, 1999.
      As a



                                      -19-
<PAGE>



      percentage  of oil and gas sales this  expense  decreased  to 3.2% for the
      three months ended September 30, 2000 from 3.6% for the three months ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and administrative  expenses increased $1,710 (7.5%) for the three
      months  ended  September  30, 2000 as compared to the three  months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased  to 11.2% for the three  months  ended  September  30, 2000 from
      14.6% for the three  months ended  September  30,  1999.  This  percentage
      decrease was primarily due to the increase in oil and gas sales.

      NINE MONTHS  ENDED  SEPTEMBER  30, 2000  COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 1999.

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                   2000             1999
                                                 --------         --------
      Oil and gas sales                          $573,892         $421,401
      Oil and gas production expenses            $114,732         $ 95,247
      Barrels produced                                666              881
      Mcf produced                                173,425          203,055
      Average price/Bbl                          $  26.27         $  15.91
      Average price/Mcf                          $   3.21         $   2.01

      As shown in the table above,  total oil and gas sales  increased  $152,491
      (36.2%) for the nine months  ended  September  30, 2000 as compared to the
      nine months ended  September  30, 1999.  Of this  increase,  approximately
      $208,000 was related to an increase in the average price of gas sold. This
      increase  was  partially  offset by a decrease  of  approximately  $59,000
      related to a decrease in volumes of gas sold.  Volumes of oil and gas sold
      decreased  215 barrels and 29,630 Mcf,  respectively,  for the nine months
      ended  September  30, 2000 as compared to the nine months ended  September
      30, 1999. The decrease in volumes of gas sold was primarily due to (i) the
      1980-2 Program receiving an increased  percentage of sales on one well due
      to gas balancing  during the nine months ended September 30, 1999 and (ii)
      normal  declines in  production.  Average oil and gas prices  increased to
      $26.27  per barrel and $3.21 per Mcf,  respectively,  for the nine  months
      ended September 30, 2000



                                      -20-
<PAGE>



      from  $15.91  per  barrel  and $2.01 per Mcf,  respectively,  for the nine
      months ended September 30, 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  increased  $19,485  (20.5%) for the nine months  ended
      September  30, 2000 as compared to the nine  months  ended  September  30,
      1999. This increase was primarily due to (i) workover expenses incurred on
      one well during the nine months  ended  September  30, 2000 to improve the
      recovery of reserves and (ii) an increase in production  taxes  associated
      with the  increase in oil and gas sales.  As a  percentage  of oil and gas
      sales,  these  expenses  decreased  to  20.0%  for the nine  months  ended
      September  30, 2000 from 22.6% for the nine  months  ended  September  30,
      1999. This  percentage  decrease was primarily due to the increases in the
      average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $8,112 (28.4%) for the nine months ended  September 30, 2000 as
      compared to the nine months ended  September  30, 1999.  This decrease was
      primarily  due to (i) an  increase  in the oil and gas prices  used in the
      valuation  of  remaining  reserves  at  September  30, 2000 as compared to
      September  30, 1999 and (ii) a decrease in volumes of oil and gas sold. As
      a percentage of oil and gas sales,  this expense decreased to 3.6% for the
      nine months ended  September  30, 2000 from 6.8% for the nine months ended
      September  30, 1999.  This  percentage  decrease was  primarily due to the
      increases in the average prices of oil and gas sold.

      General and  administrative  expenses increased $3,261 (4.3%) for the nine
      months  ended  September  30, 2000 as  compared  to the nine months  ended
      September 30, 1999. As a percentage of oil and gas sales,  these  expenses
      decreased to 13.6% for the nine months ended September 30, 2000 from 17.8%
      for the nine months ended September 30, 1999. This percentage decrease was
      primarily due to the increase in oil and gas sales.



                                      -21-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Programs do not hold any market risk sensitive instruments.








                                      -22-
<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, 2000 and for
                        the  nine  months  ended   September  30,  2000,   filed
                        herewith.

      27.2              Financial  Data Schedule  containing  summary  financial
                        information   extracted   from  the   1980-2   Program's
                        financial  statements  as of September  30, 2000 and for
                        the  nine  months  ended   September  30,  2000,   filed
                        herewith.

                        All other exhibits are omitted as inapplicable.

(b)   Reports on Form 8-K.

      None.





                                      -23-
<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 8, 2000            By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  November 8, 2000            By:         /s/Patrick M. Hall
                                       -------------------------------
                                              (Signature)
                                              Patrick M. Hall
                                              Chief Financial Officer



                                      -24-
<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, 2000 and for
            the nine months ended September 30, 2000, 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, 2000 and for
            the nine months ended September 30, 2000, filed herewith.

            All other exhibits are omitted as inapplicable.







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