<PAGE>

                               FORM 10-K

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

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

For the fiscal year ended December 31, 1995

Commission File Number 0-10442

                    DYCO OIL AND GAS PROGRAM 1981-1
                        (A LIMITED PARTNERSHIP)
        (Exact name of registrant as specified in its charter)

           Minnesota                       41-1411953
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)       Identification Number)

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

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

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

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

     Indicate by  check mark whether the registrant  (1) has filed all
reports required to be filed by  Section 13 or 15(d) of the Securities
Exchange Act  of 1934  during the  preceding 12  months  (or for  such
shorter period that the registrant was required to file such reports),
and (2) has been  subject to the filing  requirements for the past  90
days.  Yes       X       No
                 -----        -----

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

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

     DOCUMENTS INCORPORATED BY REFERENCE:  None.
<PAGE>
<PAGE>
                               FORM 10-K

                    DYCO OIL AND GAS PROGRAM 1981-1
                   (a Minnesota limited partnership)

                           TABLE OF CONTENTS

PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    5
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   10
     ITEM 4.   SUBMISSION  OF   MATTERS  TO  A  VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   10

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     ITEM 5.   MARKET  FOR  THE REGISTRANT'S  LIMITED PARTNERSHIP
               UNITS AND RELATED LIMITED PARTNER MATTERS  . . . .   10
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   12
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   13
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   17
     ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   29

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
     ITEM 10.  DIRECTORS   AND   EXECUTIVE   OFFICERS    OF   THE
               REGISTRANT . . . . . . . . . . . . . . . . . . . .   29
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   31
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
               OWNERS AND MANAGEMENT  . . . . . . . . . . . . . .   35
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   36

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   37

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . .   39


                                  ii
<PAGE>
<PAGE>
                                PART I


ITEM 1.   BUSINESS

     General

     The Dyco  Oil and  Gas Program  1981-1  Limited Partnership  (the
"Program")  is   a  Minnesota  limited  partnership   engaged  in  the
production of oil and gas.  The Program commenced operations on Febru-
ary 7,  1981 with  the  primary financial  objective of  investing its
limited partners'  subscriptions  in  the  drilling  of  oil  and  gas
prospects and then  distributing to its limited partners all available
cash flow  from the  Program's on-going  production operations.   Dyco
Petroleum  Corporation ("Dyco") serves  as the General  Partner of the
Program.  See "Item 2. Properties" for  a description of the Program's
reserves and properties.

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

     Dyco  serves  as  General  Partner of  34  limited  partnerships,
including  the Program.  Dyco  is a wholly-owned  subsidiary of Samson
Natural  Gas  Company, which  is a  wholly-owned subsidiary  of Samson
Investment  Company.    Samson  Investment  Company  and  its  various
corporate subsidiaries,  including  Dyco, (collectively,  the  "Samson
Companies")  are  engaged in  the  production and  development  of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties.   At December 31, 1995, the  Samson Companies
owned interests in approximately  18,000 oil and gas wells  located in
19 states  of the  U.S. and  3 provinces of  Canada.   At December 31,
1995, the  Samson Companies operated  approximately 3,100 oil  and gas
wells  located in  15  states  of the  U.S.,  2  provinces of  Canada,
Venezuela, and Russia.

     As a limited partnership, the Program has no officers, directors,
or employees.   It  relies instead  on the personnel  of Dyco  and the
other  Samson Companies.  As of February 1, 1996, the Samson Companies
employed  approximately  830 persons.    No employees  are  covered by
collective  bargaining agreements,  and management  believes that  the
Samson Companies provide a sound  employee relations environment.  For
information  regarding  the  executive  officers of  Dyco,  see  "Item
10. Directors and Executive Officers of the Registrant."


                                   1
<PAGE>
<PAGE>
     Dyco's and the Program's  principal place of business  is located
at  Samson Plaza, Two West  Second Street, Tulsa,  Oklahoma 74103, and
their telephone number is (918) 583-1791 or (800) 535-1791.


     Funding

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


     Principal Products Produced and Services Rendered

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


     Oil, Gas, and Environmental Control Regulations

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

     Regulation  of Sales and Transportation of Oil and Natural Gas --
Sales of  crude oil and condensate  are made by the  Program at market
prices and are not subject to price controls.  The sale of natural gas
may  be  subject  to both  federal  and  state  laws and  regulations,
including,  but  not limited  to, the  Natural  Gas Act  of  1938 (the
"NGA"),  the  Natural  Gas  Policy  Act  of  1978  (the  "NGPA"),  and
regulations promulgated  by the  Federal Energy  Regulatory Commission
(the  "FERC")  under the  NGA,  the NGPA,  and  other  statutes.   The
provisions of  the  NGA  and the  NGPA,  as well  as  the  regulations
thereunder, are complex and affect all who produce, resell, transport,
or  purchase natural gas,  including the Program.   Although virtually
all of the Program's gas production is not subject to price regulation,


                                  2
<PAGE>
the  NGA, NGPA,  and  FERC regulations affect the availability of gas 
transportation services and the ability of gas consumers to continue 
to purchase or use gas at current levels.  Accordingly, such  regulations  
may  have a  material  effect  on  the Program's operations and projections 
of  future oil and gas production and revenues.

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

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

     Significant Customers

     Purchases of gas by Premier Gas Company ("Premier") accounted for
approximately 88.1% of the Program's oil and gas sales during the year
ended  December 31,  1995.   Premier was  an  affiliate of  Dyco until
December  6, 1995.   See  "Item 11. Executive  Compensation."   In the
event of interruption of purchases by this significant customer or the
cessation   or  material   change  in   availability   of  open-access
transportation by the Program's pipeline transporters, the Program may
encounter difficulty  in marketing its gas and in maintaining historic
sales  levels.   Alternative  purchasers or  transporters  may not  be
readily available.  

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

                                   3
<PAGE>
<PAGE>
     Competition and Marketing

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

     As a  general rule,  in recent  years,  worldwide oil  production
capacity  and gas production capacity  in certain areas  of the United
States exceeded  demand and resulted in a decline in the average price
of oil and gas in  the United States.   During the later part of  1994
and  1995, however, average oil prices in the United States increased.
Oil prices increased  from approximately $16.50  per barrel at  Decem-
ber 31, 1994 to approximately $18.50  per barrel at December 31, 1995.
Management  is  unable  to  predict  whether  future oil  prices  will
(i) stabilize, (ii) increase, or (iii) decrease.

     Gas  sales contract prices  have generally declined significantly
since the mid-1980s due to a number of factors, including a nationwide
surplus  of gas and increased competition.   Competition has increased
among United  States gas marketers due to the gas surplus, the partial
deregulation  of gas prices, the conversion by major pipelines to open
access transportation, and  the lack of strong  residential demand for
natural  gas during  the winter  months for  the last  few years  as a
result of  warm winters in much  of the United States.   However, spot
gas  prices in the areas where the Program's gas is marketed increased
during the later part of 1995 compared to  prices received in the  
later part of 1994  and the first several months of 1995.  

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


                                   4
<PAGE>
<PAGE>
     The Program's spot gas  prices increased from approximately $1.67
per  Mcf  at  December 31, 1994  to  approximately  $2.00  per Mcf  at
December 31, 1995.  Such prices were on an MMBTU basis and differ from
the  prices actually received by the Program due to transportation and
marketing  costs,  BTU adjustments,  and  regional  price and  quality
differences.  Future prices will likely be different from  (and may be
lower  than) the prices in effect on  December 31, 1995.  In many past
years,  year-end prices  have tended to  be higher, and  in some cases
significantly higher, than the  yearly average price actually received
by the Program for at least  the year following the year-end valuation
date.  Management is unable to predict whether  future gas prices will
(i) stabilize, (ii) increase, or (iii) decrease.    


     Insurance Coverage 

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


ITEM 2.   PROPERTIES

     Well Statistics

     The  following  table sets  forth the  numbers  of gross  and net
productive wells of the Program as of December 31, 1995.


                          Well Statistics(1)
                        As of December 31, 1995

              Gross productive wells(2):
                Oil                              1
                Gas                             18  
                                                --
                  Total                         19  

              Net productive wells(3):
                Oil                            .60    
                Gas                           1.13    
                                              ----
                  Total                       1.73    

----------
                                   5
<PAGE>
<PAGE>
(1)  The designation of a well as an  oil well or gas well is made  by
     Dyco based on the relative amount of oil and gas reserves for the
     well.   Regardless  of a  well's oil  or gas designation,  it may
     produce oil, gas, or both oil and gas.
(2)  As used throughout this  Annual Report, "Gross Well" refers  to a
     well in which a working  interest is owned.  The number  of gross
     wells is the total number of wells in which a working interest is
     owned.
(3)  As used throughout this  Annual Report, "Net Well" refers  to the
     sum  of  the fractional  working interests  owned in  gross wells
     expressed as whole numbers and fractions thereof.  For example, a
     15% leasehold interest in  a well represents one Gross  Well, but
     0.15 Net Well.


     Drilling Activities

     The Program participated  in no drilling activities  for the year
ended December 31, 1995.  



     Oil and Gas Production, Revenue, and Price History 

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

                          Net Production Data

                                        Year Ended December 31,
                                     ----------------------------
                                       1995      1994      1993
                                     --------  --------  --------

Production:
  Oil (Bbls)(1)                           651     1,702     1,916
  Gas (Mcf)(2)                        173,930   173,376   249,577

Oil and gas sales:
  Oil                                $ 10,124  $ 23,109  $ 27,504
  Gas                                 230,127   291,603   446,942
                                      -------   -------   -------
    Total                            $240,251  $314,712  $474,446
                                      =======   =======   =======
Total direct operating expenses      $118,744  $125,278  $103,871
                                      =======   =======   =======
Direct operating expenses as a 
  percentage of oil and gas sales       49.4%     39.8%     21.9%


                                   6
<PAGE>
<PAGE>
Average sales price:
  Per barrel of oil                    $15.55    $13.58    $14.35
  Per Mcf of gas                         1.32      1.68      1.79

Direct operating expenses per
  equivalent Mcf of gas(3)             $  .67    $  .68    $  .40

----------

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


     Proved Reserves and Net Present Value

     The following table sets forth the Program's estimated proved oil
and  gas reserves and net  present value therefrom  as of December 31,
1995.  The  schedule of quantities of proved oil  and gas reserves was
prepared  by Dyco  in  accordance with  the  rules prescribed  by  the
Securities and Exchange  Commission (the "SEC").   As used  throughout
this  Annual  Report,  "proved  reserves" refers  to  those  estimated
quantities  of crude oil, natural  gas, and natural  gas liquids which
geological and engineering data demonstrate with  reasonable certainty
to  be recoverable in future  years from known  oil and gas reservoirs
under existing economic and operating conditions.

     Net  present value  represents estimated  future gross  cash flow
from the production and sale of proved reserves, net  of estimated oil
and  gas  production costs  (including  production  taxes, ad  valorem
taxes, and operating expenses), and estimated future development costs
discounted at 10% per  annum.  Net present  value attributable to  the
Program's proved reserves was calculated on the basis of current costs
and  prices  at December 31,  1995.   Such  prices were  not escalated
except  in  certain circumstances  where  escalations  were fixed  and
readily   determinable  in   accordance   with   applicable   contract
provisions.  The  prices used by Dyco  in calculating the  net present
value attributable to the Program's proved reserves do not necessarily
reflect  market  prices for  oil  and  gas  production  subsequent  to
December 31, 1995.  Furthermore, gas  prices at December 31, 1995 were


                                   7
<PAGE>
<PAGE>
higher than the price used for determining the Program's net present 
value of proved reserves for the year ended  December 31,  1994.   
There can be  no assurance  that the prices  used in  calculating the  
net present  value of  the Program's proved reserves at  December 31,  
1995 will actually  be realized  for such production.

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


                          Proved Reserves and
                           Net Present Value
                         From Proved Reserves
                        As of December 31, 1995

Estimated proved reserves:
  Natural gas (Mcf)                                       538,341
  Oil and liquids (Bbls)                                    3,245

Net present value (discounted at 10% per annum)          $431,070


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

                                   8
<PAGE>
<PAGE>
     Significant Properties 

     As  of December 31, 1995 the Program's properties consisted of 19
gross (1.73 net) productive wells in which the Program owned a working
interest.  The Program  owned a non-working interest in  an additional
12 gross  wells.  Affiliates  of the  Program operate 8  (26%) of  its
total wells.  As of December 31, 1995, the Program's  net interests in
its properties  resulted in estimated total proved reserves of 538,341
Mcf of natural gas and 3,245 barrels of oil.  Substantially all of the
Program's  reserves  are  located in  the  Anadarko  Basin of  western
Oklahoma and the Texas panhandle, which is an  established oil and gas
producing  basin.  All of the Program's properties are located onshore
in the continental United States.

     As of December 31, 1995, the Program's properties in the Anadarko
Basin consisted of  18 gross  (1.13 net)  wells in  which the  Program
owned a working interest.  The Program owned a non-working interest in
an  additional 12 gross  wells.  Affiliates  of the Program  operate 7
(23%) of  its total wells in  the Anadarko Basin.   As of December 31,
1995, the Program's net  interest in such wells resulted  in estimated
total  proved reserves of approximately 465,734 Mcf of natural gas and
approximately  1,040  barrels of  crude  oil,  with  a  present  value
(discounted at 10%  per annum) of  estimated future net  cash flow  of
approximately $354,054.


     Title to Oil and Gas Properties

     Management believes  that the  Program has satisfactory  title to
its oil  and gas properties.  Record title to substantially all of the
Program's properties is held by Dyco as nominee.  

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


                                   9
<PAGE>
<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     On November 12, 1992 Larry and Leona Beck filed a lawsuit against
Dyco and others in which the  plaintiffs alleged damages to their land
as a result of remediation operations conducted  on the Paul King #1-7
well.    (Beck  v. Trigg  Drilling  Company,  Inc.,  et al,  C-92-227,
District  Court  of Beckham  County, Oklahoma).    The Program  had an
approximate 5.7% interest  in the Paul King #1-7 well  at the time the
lawsuit  was filed.  The  lawsuit alleged claims  based on negligence,
private   nuisance,  public  nuisance,  trespass,  unjust  enrichment,
constructive fraud, and permanent injunctive relief, all in amounts to
be  determined  at trial.   A  trial was  conducted  in the  matter on
February 22, 1994 in which the jury entered  a verdict in favor of the
plaintiffs in the amount of  approximately $5.5 million, consisting of
approximately $2.75 million in actual damages and approximately  $2.75
million in punitive damages.   The Program's share of such  verdict is
approximately $155,000 in actual  damages and approximately $31,000 in
punitive  damages.  See Note  4 to the  Program's financial statements
included in Item 8 of this Annual Report.  Dyco is presently appealing
the matter.  

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


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

     There were no matters submitted to a vote of the limited partners
during 1995.



                               PART II 

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

     The Program does not  have an established trading market  for its
units of  limited  partnership interest  ("Units").   Pursuant to  the
terms of the Program's limited partnership agreement, Dyco, as General
Partner,  is obligated to annually  offer a repurchase  offer which is
based on the estimated future net revenues from the Program's reserves
and is calculated  pursuant to  the terms of  the limited  partnership
agreement.   Such repurchase offer is recalculated monthly in order to
reflect  cash distributions  made to  the  limited partners  and other
extraordinary events.  The following table sets forth, for the periods
indicated,  Dyco's repurchase  offer per  Unit and  the amount  of the


                                  10
<PAGE>
<PAGE>
Program's cash distributions per Unit for  the same period.  For purposes 
of  this Annual Report, a Unit represents an initial subscription of 
$5,000 to the Program.


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

          1994:
            First Quarter        $108          $ -
            Second Quarter         72           25
            Third Quarter          72            -
            Fourth Quarter         72            -

          1995:
            First Quarter        $ 72            -
            Second Quarter         72            -
            Third Quarter          44            -
            Fourth Quarter         44            -

          1996:
            First Quarter        $ 44          (1)

----------

(1)  To be declared in March 1996.


     The Program  has 7,070 units outstanding  and approximately 2,510
limited partners of record.

                                  11
<PAGE>
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                    Selected Financial Data

     The following table presents selected financial data for the Program.  This data should be
read in  conjunction with  the financial statements  of the  Program, and the  respective notes
thereto,  included elsewhere  in this  Annual  Report.   See "Item 8. Financial  Statements and
Supplementary Data."  


                                                          December 31,
                                      ----------------------------------------------------
                                        1995      1994      1993       1992        1991
                                      --------  --------  --------  ----------  ----------
<S>                                   <C>       <C>       <C>       <C>         <C>
Summary of Operations:
  Oil and gas sales                   $240,251  $314,712  $474,446  $  416,307   $288,171
  Total revenues                       245,137   317,965   477,174   1,160,915    295,886

  Lease operating expenses             101,650   102,115    66,473      59,572     64,515
  Production taxes                      17,094    23,163    37,398      27,386     20,477
  General and administrative
    expenses                            70,951    63,320    64,161      71,315     75,181
  Depreciation, depletion, and
    amortization of oil and gas
    properties                          43,661    53,459    69,525      63,806     97,514
  Valuation allowance for oil
    and gas properties                    -         -         -           -       541,800
  Interest expense                        -         -         -         39,749    172,168

  Net income (loss)                     11,781    75,908   239,617     899,087  ( 675,769)
    per Unit                                 2        11        34         127  (      96)
  Cash distributions                      -      176,750   353,500     176,750     70,700
    per Unit                              -           25        50          25         10

Summary Balance Sheet Data:
  Total assets                         334,860   323,809   346,121     464,550    400,533
  Partners' capital (deficit)          229,490   217,709   318,551     432,434  ( 289,903)

</TABLE>


                                               12
<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     Results of Operations

                                General
                                -------

     The following  general discussion  should be read  in conjunction
with  the  analysis  of results  of  operations  provided  below.   In
management's view, it is not possible to predict accurately either the
short-term or  long-term prices for oil or  gas.  Specifically, due to
the  oversupply of  natural  gas  in  recent  years,  certain  of  the
Program's  gas producing  properties  have suffered,  and continue  to
suffer  during  portions  of  the year,  production  curtailments  and
seasonal reductions  in the  prices  paid by  purchasers.   Additional
curtailments and seasonal or  regional price reductions will adversely
affect the operations  and financial  condition of the  Program.   Gas
sales prices,  which have  generally declined significantly  since the
mid-1980s,  increased during the fourth quarter of 1995.  See "Item 1.
Business - Competition and Marketing."   Actual future prices received
by  the Program will likely be different  from (and may be lower than)
the prices in effect on December 31,  1995.  In many past years, year-
end prices have tended  to be higher, and in  some cases significantly
higher, than the yearly average price actually received by the Program
for  at   least  the  year  following  the  year-end  valuation  date.
Management is unable  to predict  whether future gas  prices will  (i)
stabilize,  (ii) increase,  or  (iii) decrease.    The amount  of  the
Program's  cash flow, however, is dependent on such future gas prices.



                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total  oil and  gas  sales decreased  23.7%  for the  year  ended
December 31, 1995  as compared to  the year  ended December 31,  1994.
This decrease resulted primarily from a decrease in the volumes of oil
sold and  a decrease in the  average price of natural  gas sold during
the year December 31, 1995 as  compared to the year ended December 31,
1994.   Volumes of oil sold decreased  1,051 barrels, while volumes of
natural  gas  sold remained  relatively  constant for  the  year ended
December  31, 1995 as  compared to the  year ended  December 31, 1994.
The decrease in volumes of oil sold resulted primarily from diminished
production  on  one   well  which  was   shut-in  due  to   mechanical
difficulties during a  portion of  the year ended  December 31,  1995.
Average natural  gas prices decreased  to $1.32  per Mcf for  the year
ended December 31, 1995 from $1.68 per Mcf for the year ended December
31, 1994, while average oil prices increased to $15.55  per barrel for
the year ended December 31,  1995 from $13.58 per barrel for  the year
ended December 31, 1994.  

                                  13
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production  taxes)  decreased 5.2%  for  the year  ended
December 31,  1995 as  compared to the  year ended December  31, 1994.
This decrease  resulted primarily  from an  accrual for certain  legal
contingencies  during  the year  ended  December  31, 1994,  partially
offset  by a lease operating expense credit received from the operator
of  one of the Program's wells as  a result of a clerical error during
the  year ended December  31, 1994.   As a  percentage of oil  and gas
sales, these expenses increased  to 49.4% for the year  ended December
31, 1995  from 39.8%  for  the year  ended December  31,  1994.   This
percentage increase was primarily a result of the  decrease in oil and
gas sales discussed above.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties  decreased $9,798 for the  year ended December  31, 1995 as
compared  to  the year  ended December  31, 1994.   This  decrease was
primarily a  result  of  both  an increase  in  the  estimate  of  the
Program's remaining natural gas  reserves and the decrease in  oil and
gas sales discussed above, partially offset by recent additions to the
amortizable full cost pool which were incurred in order to improve the
ultimate recovery of oil and gas reserves.  As a percentage of oil and
gas sales, this expense increased to 18.2% for the year ended December
31,  1995 from  17.0% for  the  year ended  December 31,  1994.   This
percentage  increase  resulted  primarily  from the  decrease  in  the
average price of natural  gas sold during the year  ended December 31,
1995 as compared to the year ended December 31, 1994. 

     General and  administrative expenses increased by  $7,631 for the
year ended December 31,  1995 as compared  to the year ended  December
31, 1994.  This increase  resulted primarily from an increase  in both
professional fees and  printing and postage  expenses during the  year
ended December  31, 1995 as  compared to  the year ended  December 31,
1994.   As a percentage of oil and gas sales, these expenses increased
to 29.5% for the year ended December 31, 1995  from 20.1% for the year
ended December 31,  1994.   This percentage increase  was primarily  a
result of the  dollar increase in general  and administrative expenses
as discussed  above and the  decrease in  oil and gas  sales discussed
above.

                 Year Ended December 31, 1994 Compared
                    to Year Ended December 31, 1993
                 -------------------------------------

     Total  oil and  gas  sales decreased  33.7%  for the  year  ended
December 31, 1994  as compared  to the  year ended  December 31, 1993.
This  decrease was primarily due  to decreases in  volumes and average
prices of oil and natural  gas sold.  Volumes  of oil and natural  gas
sold  decreased  214  barrels  and  76,201  Mcf  for  the  year  ended
December 31, 1994  as compared  to the  year ended December 31,  1993.
The decrease in volumes of natural  gas sold was primarily a result of
positive prior period volume adjustments on two wells during the year

                                  14
<PAGE>
<PAGE>
ended December 31, 1993.  Oil and natural gas prices decreased to
averages of  $13.58 per barrel  and $1.68 per  Mcf for the  year ended
December 31, 1994 from averages of $14.35 per barrel and $1.79 per Mcf
for the year ended December 31, 1993.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and  production taxes)  increased  20.6% for  the year  ended
December 31,  1994 as  compared to  the year ended  December 31, 1993.
This increase was primarily  a result of workover charges on two wells
which were incurred  in order to improve the recovery  of reserves and
an accrual for certain  litigation costs in 1994, which  was partially
offset by a  decrease in production  taxes during 1994 related  to the
decrease in the volumes and average prices of oil  and gas sold.  As a
percentage of oil and gas sales, these expenses increased to 39.8% for
the  year  ended  December 31, 1994  from  21.9%  for  the year  ended
December 31, 1993.  This percentage increase was primarily a result of
the decrease in volumes and average price of natural gas sold.

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
properties  decreased $16,066 for the year  ended December 31, 1994 as
compared  to the year ended  December 31, 1993.   This dollar decrease
was  primarily due to the decrease in  volumes of natural gas sold and
upward  reserve revisions,  partially  offset by  lower year-end  1994
natural  gas  prices.   As a  percentage of  oil  and gas  sales, this
expense increased to 17.0%  for the year ended December 31,  1994 from
14.7%  for the year ended December 31, 1993.  This percentage increase
was primarily a  result of  the decrease  in the  volumes and  average
price of natural gas sold, partially offset by the  dollar decrease in
depreciation, depletion, and amortization expense as discussed above.

     General  and administrative expenses remained relatively constant
for the  year ended December 31,  1994 as  compared to the  year ended
December 31, 1993.    As a  percentage  of oil  and gas  sales,  these
expenses  increased to 20.1% for the year ended December 31, 1994 from
13.5%  for the year ended December 31, 1993.  This percentage increase
was primarily a result of the decrease in volumes and average price of
natural gas sold.

                                  15
<PAGE>
<PAGE>
     Liquidity and Capital Resources 

     Net proceeds from operations less necessary operating capital are
distributed to the  limited partners on a quarterly basis.   See "Item
5. Market for  the Registrant's Limited Partnership  Units and Related
Limited  Partner Matters."  The  net proceeds from  production are not
reinvested in  productive assets, except to the  extent that producing
wells  are  improved, or  where methods  are  employed to  permit more
efficient  recovery  of  reserves,  thereby resulting  in  a  positive
economic  impact.    Assuming production  levels  for  the year  ended
December 31,  1995,  the   Program's  proved  reserve  quantities   at
December 31, 1995 would have a life of approximately 3.1 years for gas
reserves and 5.0 years for oil reserves.

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

     There can  be  no assurance  as to  the amount  of the  Program's
future  cash  distributions.    The Program's  ability  to  make  cash
distributions depends primarily upon the level of  available cash flow
generated  by  the  Program's  operating  activities,  which  will  be
affected (either  positively or negatively) by many factors beyond the
control of  the Program, including the price of and demand for oil and
natural gas and other market and economic conditions.   Even if prices
and  costs   remain  stable,  the   amount  of   cash  available   for
distributions will decline over time (as the volume of production from
producing  properties declines)  since  the Program  is not  replacing
production through acquisitions of producing  properties and drilling.



     Inflation and Changing Prices

     Prices  obtained for oil and gas  production depend upon numerous
factors,  including the  extent  of domestic  and foreign  production,
foreign  imports of oil, market  demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws.  The
general level  of inflation  in the  economy did  not have a  material
effect on  the operations of the Program in 1995.  Oil and natural gas
prices have  fluctuated during  recent years  and  generally have  not
followed the same pattern as inflation.  See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."


                                  16
<PAGE>
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP

     We have audited the financial statements  of the Dyco Oil and Gas
Program 1981-1 Limited  Partnership (a Minnesota limited  partnership)
as listed in Item 14(a) of this Form 10-K.  These financial statements
are   the   responsibility  of   the   Program's   management.     Our
responsibility is to express an  opinion on these financial statements
based on our audits.

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

     In  our  opinion,  the  financial statements  referred  to  above
present fairly,  in all material  respects, the financial  position of
the   Dyco  Oil  and   Gas  Program  1981-1   Limited  Partnership  at
December 31, 1995 and 1994, and the results of its operations and cash
flows for  each of the  three years  in the period  ended December 31,
1995, in conformity with generally accepted accounting principles.  


                                   COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 6, 1996


                                  17
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1995 and 1994

                                ASSETS
                                                 1995      1994
                                               --------  --------

CURRENT ASSETS:
  Cash and cash equivalents                    $ 86,202  $ 91,259
  Accrued oil and gas sales, including
    $33,346 and $29,152 due from related 
    parties                                      37,810    35,597
                                                -------   -------
    Total current assets                       $124,012  $126,856

NET OIL AND GAS PROPERTIES, utilizing the 
  full cost method                              179,288   153,111

DEFERRED CHARGE                                  31,560    43,842
                                                -------   -------

                                               $334,860  $323,809
                                                =======   =======

                   LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Accounts payable                             $ 25,822  $ 25,883
  Gas imbalance payable                           1,383    15,434
                                                -------   -------
    Total current liabilities                  $ 27,205  $ 41,317

ACCRUED LIABILITY                                78,165    64,783

CONTINGENCY (NOTE 4)

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 70 Units                         2,294     2,176
  Limited Partners, issued and
    outstanding, 7,000 Units                    227,196   215,533
                                                -------   -------
  Total Partners' capital                      $229,490  $217,709
                                                -------   -------

                                               $334,860  $323,809
                                                =======   =======


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

                                  18
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1995, 1994, and 1993


                                       1995      1994      1993
                                     --------  --------  --------
REVENUES:
  Oil and gas sales, including
    $211,735, $310,817, and 
    $435,795 of sales to 
    related parties                  $240,251  $314,712  $474,446
  Interest                              4,886     3,253     2,728
                                      -------   -------   -------
                                     $245,137  $317,965  $477,174

COSTS AND EXPENSES:
  Lease operating                    $101,650  $102,115  $ 66,473
  Production taxes                     17,094    23,163    37,398
  Depreciation, depletion, and
    amortization of oil and 
    gas properties                     43,661    53,459    69,525
  General and administrative           70,951    63,320    64,161
                                      -------   -------   -------
                                     $233,356  $242,057  $237,557
                                      -------   -------   -------
NET INCOME                           $ 11,781  $ 75,908  $239,617
                                      =======   =======   =======
GENERAL PARTNER (1%) -
  NET INCOME                         $    118  $    759  $  2,396
                                      =======   =======   =======
LIMITED PARTNERS (99%) -
  NET INCOME                         $ 11,663  $ 75,149  $237,221
                                      =======   =======   =======
NET INCOME per Unit                  $      2  $     11  $     34
                                      =======   =======   =======
UNITS OUTSTANDING                       7,070     7,070     7,070
                                      =======   =======   =======

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

                                  19
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                    Statements of Partners' Capital
         For the Years Ended December 31, 1995, 1994, and 1993

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

Balances at December 31, 1992     $4,324    $428,110    $432,434
  Cash distributions             ( 3,535)  ( 349,965)  ( 353,500)
  Net income                       2,396     237,221     239,617
                                   -----     -------     -------

Balances at December 31, 1993     $3,185    $315,366    $318,551
  Cash distributions             ( 1,768)  ( 174,982)  ( 176,750)
  Net income                         759      75,149      75,908
                                   -----     -------     -------

Balances at December 31, 1994     $2,176    $215,533    $217,709
  Net income                         118      11,663      11,781
                                   -----     -------     -------

Balances at December 31, 1995     $2,294    $227,196    $229,490
                                   =====     =======     =======


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

                                  20
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                       Statements of Cash Flows
         For the Years Ended December 31, 1995, 1994, and 1993

                                       1995        1994        1993
                                    ----------  ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                         $ 11,781    $ 75,908    $239,617
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties               43,661      53,459      69,525
    (Increase) decrease in accrued
      oil and gas sales             (   2,213)     20,261      69,238
    (Increase) decrease in
      deferred charge                  12,282   (  43,842)       -
    Increase (decrease) in 
      accounts payable              (      61)     21,679   (     654)
    Increase (decrease) in 
      gas imbalance payable         (  14,051)      5,397   (  17,221)
    Increase in accrued liability      13,382      51,454      13,329
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $ 64,781    $184,316    $373,834
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas 
    properties                      ($ 69,838)  ($    191)  ($    691)
  Retirements of oil and gas
    properties                           -            196       4,554
                                      -------     -------     -------
  Net cash provided (used) by
    investing activities            ($ 69,838)   $      5    $  3,863
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                 $   -      ($176,750)  ($353,500)
                                      -------     -------     -------
  Net cash used by financing 
    activities                       $   -      ($176,750)  ($353,500)
                                      -------     -------     -------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              ($  5,057)   $  7,571    $ 24,197

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                  91,259      83,688      59,491
                                      -------     -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                      $ 86,202    $ 91,259    $ 83,688
                                      =======     =======     =======

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

                                  21
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP
                     Notes to Financial Statements
         For the Years Ended December 31, 1995, 1994, and 1993


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

     The  Dyco  Oil and  Gas Program  1981-1 Limited  Partnership (the
     "Program"), a Minnesota limited partnership, commenced operations
     on  February 7, 1981.  Dyco Petroleum Corporation ("Dyco") is the
     General  Partner  of the  Program.    Affiliates  of  Dyco  owned
     2,570.76 (36.4%) of the Program's Units at December 31, 1995.

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


     Cash and Cash Equivalents

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


     Credit Risk

     Accrued oil and gas sales which are due from a variety of oil and
     natural gas purchasers subject the Program to a  concentration of
     credit risk.   Some of these purchasers are discussed in Note 3 -
     Major Customers.  


                                  22
<PAGE>
<PAGE>
     Oil and Gas Properties 

     Oil  and gas  operations are  accounted for  using the  full cost
     method of  accounting.   All productive and  non-productive costs
     associated with  the acquisition, exploration, and development of
     oil and  gas  reserves are  capitalized.   Capitalized costs  are
     depleted on the  gross revenue method  using estimates of  proved
     reserves.  The full cost amortization rates per equivalent Mcf of
     gas produced during the years  ended December 31, 1995, 1994, and
     1993  were $0.25, $0.29, and  $0.27, respectively.   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 year
     during which such excess occurs.  In addition, the Securities and
     Exchange  Commission   rules  provide  that   if  prices  decline
     subsequent  to year  end,  any  excess  that results  from  these
     declines  may also be charged to expense during the current year.
     Sales  and  abandonments  of  properties  are  accounted  for  as
     adjustments of capitalized costs with no gain or loss recognized,
     unless   such   adjustments   would   significantly   alter   the
     relationship  between capitalized  costs and  proved oil  and gas
     reserves.


     Deferred Charge  

     Deferred Charge  represents  costs deferred  for lease  operating
     expenses incurred in connection  with the Program's underproduced
     gas  imbalance position.  At December  31, 1995, cumulative total
     gas  sales volumes  for underproduced  wells  were less  than the
     Program's pro-rata share of total gas production from these wells
     by 74,717 Mcf,  resulting in prepaid lease  operating expenses of
     $31,560.    At  December  31, 1994,  cumulative  total  gas sales
     volumes for underproduced wells were less than the Program's pro-
     rata  share of total gas  production from these  wells by 105,522
     Mcf, resulting in prepaid lease operating expenses of $43,842.


     Accrued Liability  

     The Accrued  Liability at December  31, 1995 and  1994 represents
     charges  accrued   for  lease  operating  expenses   incurred  in
     connection   with  the   Program's  overproduced   gas  imbalance
     position.   At  December  31, 1995,  cumulative  total gas  sales
     volumes  for overproduced  wells exceeded the  Program's pro-rata
     share  of total gas production  from these wells  by 185,049 Mcf,
     resulting in  accrued lease operating  expenses of  $78,165.   At
     December 31,  1994,  cumulative  total  gas  sales   volumes  for
     overproduced wells exceeded the Program's pro-rata share of total
     gas  production from  these  wells by  156,028 Mcf, resulting  in
     accrued lease operating expenses of $64,783.


                                  23
<PAGE>
<PAGE>
     Oil and Gas Sales and Gas Imbalance Payable  

     The  Program's  oil  and  condensate production  is  sold,  title
     passed, and  revenue recognized  at or  near the Program's  wells
     under  short-term purchase  contracts  at  prevailing  prices  in
     accordance  with  arrangements which  are  customary  in the  oil
     industry.    Sales of  natural  gas applicable  to  the Program's
     interest in producing oil  and gas leases are recorded  as income
     when the gas is metered and title transferred pursuant to the gas
     sales contracts  covering the  Program's interest in  natural gas
     reserves.  During such times as the Program's sales of gas exceed
     its  pro rata  ownership in a  well, such  sales are  recorded as
     income  unless  total sales  from  the  well  have  exceeded  the
     Program's share  of estimated  total gas reserves  underlying the
     property  at which time such  excess is recorded  as a liability.
     At December 31, 1995, total sales exceeded the Program's share of
     estimated total gas reserves on one well by $1,383 (724 Mcf).  At
     December 31,  1994 total  sales exceeded  the Program's  share of
     estimated total gas  reserves on  five wells  by $15,434  (10,571
     Mcf).  These amounts  were recorded as gas imbalance  payables at
     December 31, 1995 and 1994 in accordance with the sales method.


     Use of Estimates in Financial Statements

     The  preparation  of  financial  statements  in  conformity  with
     generally  accepted accounting principles  requires management to
     make estimates  and assumptions that affect  the reported amounts
     of assets and liabilities and disclosure of contingent assets and
     liabilities at  the  date of  the  financial statements  and  the
     reported amounts  of revenues  and expenses during  the reporting
     period.    Actual  results  could differ  from  those  estimates.
     Further,  accrued oil and gas sales, the deferred charge, the gas
     imbalance   payable,  and  the   accrued  liability  all  involve
     estimates which  could materially differ from  the actual amounts
     ultimately realized  or incurred  in the  near term.   Contingent
     liabilities from litigation (see Note 4) and oil and gas reserves
     (see  Note  5) also  involve  significant  estimates which  could
     materially differ from the actual amounts ultimately realized.   


     Income Taxes

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

                                  24
<PAGE>
<PAGE>
2.   TRANSACTIONS WITH RELATED PARTIES 

     Under the terms  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  years ended
     December 31, 1995, 1994, and 1993, such expenses totaled $70,951,
     $63,320, and  $64,161, respectively, of  which $50,052,  $50,052,
     and $49,572, were paid to Dyco and its affiliates.

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

     The Program sells  gas at  market prices to  Premier Gas  Company
     ("Premier") and  other similar gas  marketing firms.   Such firms
     may  then  resell such  gas to  third  parties at  market prices.
     Premier was an affiliate  of the Program until December  6, 1995.
     During  1995,  1994,  and  1993, these  sales  totaled  $211,735,
     $310,817,  and $435,795, respectively.   At December 31, 1995 and
     1994, accrued  oil and  gas sales  included $33,346  and $29,152,
     respectively, due from Premier.


3.   MAJOR CUSTOMERS

     The following purchaser individually  accounted for more than 10%
     of  the combined oil and  gas sales (excluding  the gas imbalance
     adjustment) of the Program for the years ended December 31, 1995,
     1994, and 1993:


             Purchaser       1995     1994     1993
             ---------      -----    -----    -----

             Premier        88.1%    98.8%    91.9%

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

                                  25
<PAGE>
<PAGE>
4.   CONTINGENCY

     On November  12, 1992,  two individuals filed  a lawsuit  against
     Dyco  and others in which the plaintiffs alleged damages to their
     land  as a result of  remediation operations conducted  on one of
     the  Program's  wells  located  on an  adjoining  property.   The
     lawsuit  alleged claims  based on  negligence, private  nuisance,
     public nuisance, trespass, unjust enrichment, constructive fraud,
     and permanent injunctive relief, all  in amounts to be determined
     at trial.   A trial was  conducted in the matter  on February 22,
     1994  in  which  the  jury entered  a  verdict  in  favor  of the
     plaintiffs  in   the  amount   of  approximately  $5.5   million,
     consisting of  approximately $2.75 million in  actual damages and
     approximately  $2.75  million  in  punitive  damages.    Dyco  is
     presently  appealing the  matter.   Included  in these  financial
     statements as of December 31, 1995 and 1994 is an  accrual by the
     General Partner  of $20,000  representing the Program's  share of
     estimated ultimate damages resulting from this lawsuit.  


5.   SUPPLEMENTAL OIL AND GAS INFORMATION 

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


                                  26
<PAGE>
<PAGE>
     Capitalized Costs

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


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

     Proved properties                $41,186,027    $41,116,189

     Unproved properties, not
       subject to depreciation, 
       depletion, and amortization           -              -
                                       ----------     ----------

                                      $41,186,027    $41,116,189

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance           ( 41,006,739)  ( 40,963,078)
                                       ----------     ----------

     Net oil and gas properties       $   179,288    $   153,111
                                       ==========     ==========


     Cost Incurred

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


                                               December 31,
                                          -----------------------
                                           1995      1994    1993
                                          -------    ----    ----

     Acquisition of properties            $  -       $ -     $ -
     Exploration costs                       -         -       -
     Development costs                     69,838     191     691
                                           ------     ---     ---
     Total costs incurred                 $69,838    $191    $691
                                           ======     ===     ===


                                  27
<PAGE>
<PAGE>
     Quantities of Proved Oil and Gas Reserves - Unaudited
<TABLE>
<CAPTION>
     Set forth below is a summary of the changes in the net quantities of the Program's  proved
     crude oil and natural gas reserves for the years  ended December 31, 1995, 1994, and 1993.
     Proved reserves were estimated by petroleum engineers employed by affiliates of Dyco.  All
     of the Program's reserves are located in the United States.


                                        1995                  1994                  1993
                                 ------------------    ------------------    ------------------
                                   Oil       Gas         Oil       Gas         Oil       Gas
                                 (Bbls)     (Mcf)      (Bbls)     (Mcf)      (Bbls)     (Mcf)
                                 -------  ---------    -------  ---------    -------  ---------
<S>                              <C>       <C>          <C>      <C>          <C>
Proved reserves,
  beginning of year               3,302    593,253      3,648    657,220      8,950    863,073

Revisions of previous
  estimates                         594    119,018      1,356    109,409     (3,450)    54,490

Sales of reserves                  -          -          -          -          -      ( 13,451)

Extensions and
  discoveries                      -          -          -          -            64      2,685

Production                       (  651)  (173,930)    (1,702)  (173,376)    (1,916)  (249,577)
                                  -----    -------      -----    -------      -----    -------
Proved reserves,
  end of year                     3,245    538,341      3,302    593,253      3,648    657,220
                                  =====    =======      =====    =======      =====    =======
Proved developed reserves:
  Beginning of year               3,259    588,957      3,648    657,220      8,950    848,859
                                  -----    -------      -----    -------      -----    -------
  End of year                     3,190    466,329      3,259    588,957      3,648    657,220
                                  =====    =======      =====    =======      =====    =======

</TABLE>


                                               28
<PAGE>
<PAGE>
     The  process  of  estimating oil  and  gas  reserves is  complex,
     requiring significant  subjective decisions in the  evaluation of
     available geological,  engineering, and  economic  data for  each
     reservoir.    The   data  for  a   given  reservoir  may   change
     substantially  over time  as  a result  of,  among other  things,
     additional   development   activity,   production  history,   and
     viability of  production under varying economic  conditions; con-
     sequently, it  is reasonably possible that  material revisions to
     existing  reserve  estimates  may   occur  in  the  near  future.
     Although every reasonable effort has been made to ensure that the
     reserve  estimates  reported herein  represent the  most accurate
     assessment possible, the significance of the subjective decisions
     required and  variances in available data  for various reservoirs
     make these estimates generally  less precise than other estimates
     presented in connection with financial statement disclosures.


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

     None.
                               PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


           NAME        AGE         POSITION WITH DYCO
     ----------------  ---  --------------------------------
     C. Philip Tholen   47  Chief Executive Officer, Presi-
                              dent, and Chairman of the
                              Board of Directors

     Dennis R. Neill    43  Senior Vice President and
                              Director

     Jack A. Canon      46  Senior Vice President -
                              General Counsel and Director

     Patrick M. Hall    37  Senior Vice President - 
                              Controller

     Annabel M. Jones   42  Secretary

     Judy F. Hughes     49  Treasurer


                                  29
<PAGE>
<PAGE>
The  directors will  hold  office until  the  next annual  meeting  of
shareholders of Dyco and until their successors have been duly elected
and qualified.   All executive officers serve at the discretion of the
Board of Directors.

     C. Philip  Tholen - joined the  Samson Companies in  1977 and has
served  as President,  Chief Executive Officer,  and Director  of Dyco
since June 18, 1991.  Prior to joining the Samson Companies, he was an
audit  manager for Arthur Andersen & Co. in Tulsa where he specialized
in oil and natural gas industry audits and contract audits.   He holds
a  Bachelor of  Science degree  in accounting  from the  University of
Tulsa  and is  a  Certified Public  Accountant.   Mr. Tholen  is  also
Executive Vice  President,  Chief Financial  Officer,  Treasurer,  and
Director of Samson  Investment Company; President and  Chairman of the
Board of Directors of Samson  Natural Gas Company, Geodyne  Resources,
Inc. and its subsidiaries, and Samson Resources Company; President  of
two  Divisions  of  Samson  Natural Gas  Company,  Samson  Exploration
Company and Samson Production Services Company; Senior Vice President,
Treasurer,  and   Director  of  Samson  Properties  Incorporated;  and
Director  of   Circle L   Drilling  Company   and  Samson   Industrial
Corporation.

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

     Jack A.  Canon  - joined  the Samson  Companies  in 1983  and has
served  as a Vice President and Director  of Dyco since June 18, 1991.
Prior to joining the  Samson Companies, he served as a  staff attorney
for  Terra Resources, Inc. and was  associated with the Tulsa law firm
of Dyer, Powers, Marsh, Turner and Armstrong.  He received a  Bachelor
of  Science degree  in  accounting from  Quincy  College and  a  Juris
Doctorate  degree from the University of Tulsa.  Mr. Canon also serves
as Secretary of Samson Investment Company; Director of Samson  Natural
Gas  Company,  Samson  Properties   Incorporated,  Circle  L  Drilling
Company,  and  Samson  Securities  Company;  Senior  Vice  President -
General Counsel of Samson  Production Services Company, a  Division of
Samson Natural  Gas  Company,  and  Geodyne Resources,  Inc.  and  its
subsidiaries;  and   Vice  President  -  General   Counsel  of  Samson
Industrial Corporation.

                                  30
<PAGE>
<PAGE>
     Patrick M. Hall  - joined the  Samson Companies in  1983 and  was
named a Vice President of Dyco on June 18, 1991.  Prior to joining the
Samson Companies he was  a senior accountant with Peat  Marwick Main &
Co. in Tulsa.   He holds  a Bachelor of  Science degree in  accounting
from Oklahoma State  University and is a  Certified Public Accountant.
Mr. Hall is also a Director of Samson Natural Gas  Company and Geodyne
Resources,  Inc.  and  its   subsidiaries;  Senior  Vice  President  -
Controller and Director of  Samson Properties Incorporated; and Senior
Vice President -  Controller of Samson Production  Services Company, a
Division of Samson Natural Gas Company.

     Annabel M. Jones  - joined the  Samson Companies in 1982  and was
named Secretary of Dyco on June 18, 1991.  Prior to joining the Samson
Companies  she served  as associate  general counsel  of the  Oklahoma
Securities  Commission.    She  holds Bachelor  of  Arts  in political
science and  Juris Doctorate degrees from the  University of Oklahoma.
Ms. Jones serves as Assistant  General Counsel - Corporate Affairs for
Samson Production Services  Company, a Division of  Samson Natural Gas
Company,  and is  also  Secretary of  Samson Properties  Incorporated,
Samson  Natural   Gas  Company,   Geodyne  Resources,  Inc.   and  its
subsidiaries,  and  Samson  Industrial   Corporation;  Vice-President,
Secretary, and  Director of  Samson Securities Company;  and Assistant
Secretary of Samson Investment Company.

     Judy  F. Hughes  - joined  the Samson  Companies in 1978  and was
named Treasurer of Dyco on June 18, 1991.  Prior to joining the Samson
Companies,  she  performed treasury  functions  with  Reading &  Bates
Corporation.  She attended the University of Tulsa and  also serves as
Treasurer  of Samson Natural Gas Company,  Geodyne Resources, Inc. and
its  subsidiaries,   and  Samson  Securities  Company   and  Assistant
Treasurer   of  Samson   Investment  Company  and   Samson  Industrial
Corporation.


ITEM 11.  EXECUTIVE COMPENSATION

     The  Program  is a  limited  partnership and,  therefore,  has no
officers or  directors.  The  following table  summarizes the  amounts
paid by the Program as compensation and reimbursements to Dyco and its
affiliates for the three years ended December 31, 1995:

                                  31
<PAGE>
<PAGE>
         Compensation/Reimbursement to Dyco and its affiliates
                  Three Years Ended December 31, 1995

Type of Compensation/Reimbursement(1)            Expense
-------------------------------------   -------------------------
                                         1995     1994     1993
                                        -------  -------  -------
Compensation:
  Operations                            $   (2)  $   (2)  $   (2)
  Gas Marketing                         $   (3)  $   (3)  $   (3)

Reimbursements:
  General and Administrative,
    Geological, and Engineering
    Expenses and Direct Expenses(4)     $50,052  $50,052  $49,572

----------

(1)  The authority for all  of such compensation and  reimbursement is
     the  limited partnership agreement of the  Program.  With respect
     to  the  Operations activities  noted  in  the table,  management
     believes that such  compensation is  equal to or  less than  that
     charged by unaffiliated persons in  the same geographic areas and
     under the same conditions.
(2)  Affiliates of  the Program  serve  as operator  of a  significant
     portion  of  the  Program's wells.    Dyco,  as  General Partner,
     contracts with  such affiliates for  services as operator  of the
     wells.  As  operator, such  affiliates are  compensated at  rates
     provided in the operating agreements in effect and charged to all
     parties to such  agreement.   The dollar amount  of such  compen-
     sation  paid by the Program  to such affiliates  is impossible to
     quantify as of the date of this Annual Report. 
(3)  Premier, an  affiliate  of the  Program until  December 6,  1995,
     purchased a portion  of the  Program's gas at  market prices  and
     resold  such gas at market prices directly to end-users and local
     distribution companies.   For the years  ended December 31, 1995,
     1994,  and  1993,  the   Program  sold  $211,735,  $310,817,  and
     $435,795, respectively, of gas to Premier.  
(4)  The Program reimburses Dyco and its affiliates for reasonable and
     necessary general and administrative, geological, and engineering
     expenses and  direct expenses  incurred in connection  with their
     management  and  operation  of   the  Program.    The  directors,
     officers,  and employees  of Dyco and  its affiliates  receive no
     direct remuneration  from the Program  for their services  to the
     Program.  See "Salary Reimbursement  Table" below.  The allocable
     general  and administrative, geological, and engineering expenses
     are  apportioned  on a  reasonable  basis  between the  Program's
     business and all other oil and natural gas activities of Dyco and
     its  affiliates, including  Dyco's  management  and operation  of
     affiliated oil and  gas limited partnerships.   The allocation to
     the Program of these costs is made by Dyco as General Partner.


                                  32
<PAGE>
<PAGE>
     As  noted  in  the  Compensation/Reimbursement  Table  above, the
directors,  officers,  and  employees  of Dyco  and  their  affiliates
receive  no direct remuneration  from the Program  for their services.
However, to the extent such services represent direct involvement with
the Program, as opposed to  general corporate functions, such persons'
salaries  are  allocated  to and  reimbursed  by  the  Program.   Such
allocation to  the Program's  general and  administrative, geological,
and engineering expenses of  the salaries of directors, officers,  and
employees  of Dyco  and its  affiliates is  based on  internal records
maintained  by  Dyco  and  its  affiliates,  and  represents  investor
relations, legal, accounting,  data processing, management, and  other
functions  directly attributable  to  the Program's  operations.   The
following  table  indicates  the  approximate amount  of  general  and
administrative expense  reimbursement attributable to the  salaries of
the  directors, officers, and employees of Dyco and its affiliates for
the three years ended December 31, 1995:





                                  33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                      Salary Reimbursement

                              Three Years Ended December 31, 1995

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer<F1>       1993     -         -       -         -            -          -         -
                  1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group<F2>    1993   $26,273     -       -         -            -          -         -
                  1994   $27,278     -       -         -            -          -         -
                  1995   $27,328     -       -         -            -          -         -

---------------
<FN>
<F1> The general  and administrative expenses  paid by the  Program and attributable  to salary
     reimbursements do not include any salary or other compensation attributable to Mr. Tholen.
<F2> No officer  or director  of  Dyco or  its affiliates  provides full-time  services to  the
     Program and no  individual's salary or other  compensation reimbursement from the  Program
     equals or exceeds $100,000 per annum.

</TABLE>


                                               34
<PAGE>
<PAGE>
     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1995, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services to affiliated and unaffiliated parties in the industry.  Such
companies  may have provided equipment and services for wells in which
the  Program has  an  interest.   These  equipment and  services  were
provided  at prices  or rates  equal  to or  less than  those normally
charged in  the same  or comparable  geographic  area by  unaffiliated
persons or companies dealing  at arm's length.  The operators of these
wells  bill the  Program for a  portion of  such costs  based upon the
Program's interest in the well.


ITEM 12.  SECURITY   OWNERSHIP  OF   CERTAIN  BENEFICIAL   OWNERS  AND
          MANAGEMENT

     The  following table  provides information  as to  the beneficial
ownership  of the  Program's Units  as  of December  31, 1995  by each
beneficial owner of more than  5% of the issued and  outstanding Units
and  by the directors, officers, and affiliates  of Dyco.  The address
of  each of  such persons  is Samson  Plaza, Two  West Second  Street,
Tulsa, Oklahoma 74103.  


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

Samson Properties Incorporated                  2,570.76  (36.4%)

All directors, officers, and affiliates
  of Dyco as a group and Dyco (8 persons)       2,570.76  (36.4%)


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


                                  35
<PAGE>
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Dyco  and certain  of  its  affiliates  engage  in  oil  and  gas
activities  independently of the Program  which result in conflicts of
interest  that  cannot  be  totally eliminated.    The  allocation  of
acquisition  and   drilling  opportunities  and  the   nature  of  the
compensation  arrangements between  the Program  and Dyco  also create
potential  conflicts of  interest.   Dyco  and  its affiliates  own  a
significant  amount  of the  Program's  Units  of limited  partnership
interest and therefore have an identity of interest with other limited
partners with respect to the operations of the Program. 

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

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

     Affiliates of the Program are solely responsible for the negotia-
tion, administration, and enforcement of  oil and gas sales agreements
covering the Program's leasehold  interests.  Until December  6, 1995,
Dyco had delegated the negotiation, administration, and enforcement of
its oil and gas sales agreements to Premier.  In addition to providing
such  administrative   services,  Premier  purchased  and  resold  gas
directly  to  end-users and  local  distribution  companies.   Because
affiliates of the  Program who  provide services to  the Program  have
fiduciary  or other duties to  other members of  the Samson Companies,
contract amendments and negotiating  positions taken by them in  their
effort to enforce contracts with purchasers may not necessarily repre-
sent the positions that a Program would take if it  were to administer
its own contracts without involvement with other members of the Samson
Companies.   On the other hand, management believes that the Program's
negotiating strength  and contractual positions have  been enhanced by
virtue of its affiliation with the Samson Companies.

                                  36
<PAGE>
<PAGE>
     For a description of  certain other relationships of  and related
transactions see "Item 11. Executive Compensation."


                                PART IV


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

          (a)  Financial  Statements  and  Schedules.   The  following
     financial  statements  and  schedules   for  the  Program  as  of
     December 31,  1995 and 1994 and  for the years ended December 31,
     1995, 1994, and 1993 are filed as part of this report.

          (1)  Financial Statements:
               Report of Independent Accountants
               Balance Sheets
               Statements of Operations
               Statements of Partners' Capital
               Statements of Cash Flows
               Notes to Financial Statements

          (2)  Financial Statement Schedules:

               None.

          All  other schedules  have been  omitted since  the required
     information is  presented in the  Financial Statements or  is not
     applicable.

          (b)  Reports on Form 8-K for the fourth quarter of 1995:

               None.

          (c)  Exhibits:

               4.1  Drilling  Agreement dated  February  11, 1981  for
                    Dyco  Oil and  Gas Program  1981-1 by  and between
                    Dyco Oil  and Gas  Program 1981-1, Dyco  Petroleum
                    Corporation, and Jaye F. Dyer filed as Exhibit 4.1
                    to Annual  Report on Form 10-K for  the year ended
                    December 31, 1991 on April 13, 1992 and is  hereby
                    incorporated herein.

               4.2  Form  of Program  Agreement for  Dyco Oil  and Gas
                    Program  1981-1  by  and  between  Dyco  Petroleum
                    Corporation   and   the   Participants  filed   as
                    Exhibit 4.2 to Annual Report  on Form 10-K for the
                    year ended December 31, 1991 on April 13, 1992 and
                    is hereby incorporated herein.


                                  37
<PAGE>
<PAGE>
               4.3  Amendment to  Program Agreement for  Dyco Oil  and
                    Gas Program 1981-1 dated February 9, 1989 filed as
                    Exhibit 4.3  to Annual Report on Form 10-K for the
                    year ended December 31, 1991 on April 13, 1992 and
                    is hereby incorporated herein.

               4.4  Certificate of Limited Partnership, as amended for
                    Dyco   Oil   and   Gas  Program   1981-1   Limited
                    Partnership filed as Exhibit 4.4 to  Annual Report
                    on  Form 10-K for the year ended December 31, 1991
                    on  April 13,  1992  and  is  hereby  incorporated
                    herein.

               27.1 Financial   Data   Schedule   containing   summary
                    financial information extracted from the  Dyco Oil
                    and  Gas  Program  1981-1   Limited  Partnership's
                    financial statements as  of December 31,  1995 and
                    for the year ended December 31, 1995.  

               All other Exhibits are omitted as inapplicable.


                                  38
<PAGE>
<PAGE>
                              SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.

                              DYCO OIL AND GAS PROGRAM 1981-1 
                              LIMITED PARTNERSHIP

                              By:  DYCO PETROLEUM CORPORATION
                                   General Partner
                                   February 15, 1996

                              By:  /s/C. Philip Tholen
                                   ------------------------------
                                   C. Philip Tholen
                                   Chief Executive Officer 
                                   and President

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

By:  /s/C. Philip Tholen    Chief Executive        Feb. 15, 1996
     -------------------    Officer, President,
        C. Philip Tholen    and Chairman of the
                            Board (Principal
                            Executive Officer)

     /s/Dennis R. Neill     Senior Vice            Feb. 15, 1996
     -------------------    President and
        Dennis R. Neill     Director

     /s/Jack A. Canon       Senior Vice            Feb. 15, 1996
     -------------------    President - 
        Jack A. Canon       General Counsel
                            and Director

     /s/Patrick M. Hall     Senior Vice            Feb. 15, 1996
     -------------------    President - 
        Patrick M. Hall     Controller 
                            (Principal 
                            Accounting Officer)

     /s/Annabel M. Jones    Secretary              Feb. 15, 1996
     -------------------
        Annabel M. Jones

     /s/Judy F. Hughes      Treasurer              Feb. 15, 1996
     -------------------
        Judy F. Hughes


                                  39
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS


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

4.1       Drilling Agreement  dated February 11, 1981 for Dyco Oil and
          Gas Program 1981-1 by  and between Dyco Oil and  Gas Program
          1981-1, Dyco  Petroleum Corporation, and Jaye  F. Dyer filed
          as Exhibit 4.1  to Annual Report  on Form 10-K for  the year
          ended  December 31, 1991  on  April 13, 1992  and is  hereby
          incorporated herein.

4.2       Form of Program Agreement for Dyco Oil and Gas Program 1981-
          1  by  and  between   Dyco  Petroleum  Corporation  and  the
          Participants  filed  as  Exhibit 4.2  to  Annual  Report  on
          Form 10-K for the year  ended December 31, 1991 on April 13,
          1992 and is hereby incorporated herein.

4.3       Amendment  to Program Agreement for Dyco Oil and Gas Program
          1981-1 dated February 9, 1989 filed as Exhibit 4.3 to Annual
          Report on Form 10-K for the  year ended December 31, 1991 on
          April 13, 1992 and is hereby incorporated herein.

4.4       Certificate of Limited Partnership,  as amended for Dyco Oil
          and   Gas  Program  1981-1   Limited  Partnership  filed  as
          Exhibit 4.4 to Annual Report on Form 10-K for the year ended
          December 31,   1991  on   April 13,   1992  and   is  hereby
          incorporated herein.

27.1      Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1981-1  Limited Partnership's  financial  statements  as  of
          December 31, 1995 and for the year ended December 31, 1995.  

                                  40
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