<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 0-10478

                    DYCO OIL AND GAS PROGRAM 1981-2
                        (A LIMITED PARTNERSHIP)
        (Exact name of registrant as specified in its charter)

           Minnesota                       41-1411952
(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 1981-2
                   (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
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                                PART I


ITEM 1.   BUSINESS

     General

     The Dyco  Oil and  Gas Program  1981-2  Limited Partnership  (the
"Program")  is   a  Minnesota  limited  partnership   engaged  in  the
production  of oil  and  gas.   The  Program commenced  operations  on
June 1, 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
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<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>
<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 93.7% 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
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<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 which  is not  fully
covered  by  insurance could  have a  material  adverse effect  on the
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                             17
                                                --
                  Total                         18

              Net productive wells(3):
                Oil                            .27
                Gas                           1.97
                                              ----
                  Total                       2.24

----------

                                   5
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<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)                         1,042     1,389       897
  Gas (Mcf)(2)                        217,111   186,160   135,140

Oil and gas sales:
  Oil                                $ 16,155  $ 19,839  $ 14,537
  Gas                                 293,175   282,540   236,655
                                      -------   -------   -------
    Total                            $309,330  $302,379  $251,192
                                      =======   =======   =======
Total direct operating expenses      $145,795  $126,433  $171,788
                                      =======   =======   =======


                                   6
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Direct operating expenses as a
  percentage of oil and gas sales       47.1%     41.8%     68.4%

Average sales price:
  Per barrel of oil                    $15.50    $14.28    $16.21
  Per Mcf of gas                         1.35      1.52      1.75

Direct operating expenses per 
  equivalent Mcf of gas(3)             $  .65    $  .65    $ 1.22

----------
(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


                                   7
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<PAGE>
reflect market prices for  oil and gas  production subsequent  to  
December 31, 1995.   Furthermore,  gas prices  at December 31,  1995  
were 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 Values
                         From Proved Reserves

                        As of December 31, 1995

        Estimated proved reserves:
          Natural gas (Mcf)                   1,222,493
          Oil and liquids (Bbls)                  4,029

        Net present value
          (discounted at 10% per annum)      $  857,169


     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
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     Significant Properties

     As of December 31, 1995, the Program's properties consisted of 18
gross (2.24 net) productive wells in which the Program owned a working
interest.  The Program owned a non-working interest in an additional 3
gross wells.   Affiliates of the Program operate 11 (52%) of its total
wells.   As of December 31,  1995, the Program's net  interests in its
properties resulted  in estimated  total proved reserves  of 1,222,493
Mcf of natural gas and 4,029 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  17 gross  (1.97 net)  wells in  which the  Program
owned a working interest.  The Program owned a non-working interest in
an  additional 3 gross  wells.  Affiliates  of the Program  operate 10
(50%) 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 1,069,838 Mcf  of natural gas
and approximately 2,288  barrels of  crude oil, with  a present  value
(discounted at 10%  per annum) of  estimated future net  cash flow  of
approximately $722,992.


     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
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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
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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          $115            $ -
         Second Quarter          140              -
         Third Quarter           140              -
         Fourth Quarter          140              -

       1995:
         First Quarter          $140              -
         Second Quarter          140              -
         Third Quarter           142              -
         Fourth Quarter          142              -

       1996:
         First Quarter          $142            (1)

----------
(1)  To be declared in March 1996.


     The Program  has 6,074 Units outstanding  and approximately 1,996
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                   $309,330  $302,379  $251,192  $387,382   $274,141
  Total revenues                       319,042   305,850   279,816   453,570    406,370

  Lease operating expenses             124,768   101,276   153,291    29,270    126,021
  Production taxes                      21,027    25,157    18,497    22,269     24,319
  General and administrative
    expenses                            66,349    59,918    60,966    67,812     61,883
  Depreciation, depletion, and
    amortization of oil and gas
    properties                          31,503    65,664    34,189    46,909     80,355
  Valuation allowance for oil
    and gas properties                    -         -         -         -       844,159
  Interest expense                        -         -         -         -         7,695

  Net income (loss)                     75,395    53,835    12,873   287,310  ( 738,062)
    per Unit                                12         9         2        47  (     122)
  Cash distributions                      -         -      637,770      -       334,070
    per Unit                              -         -          105      -            55

Summary Balance Sheet Data:
  Total assets                         523,826   448,324   336,293   869,529    701,890
  Partners' capital                    366,147   290,752   236,917   861,814    574,504 

</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  increased  2.3%  for  the year  ended
December 31, 1995  as compared to  the year  ended December 31,  1994.
This increase  was primarily a result of an increase in the volumes of
natural gas sold, partially offset by a decrease in the average  price
of natural  gas sold and a decrease in  the volumes of oil sold during
the  year  ended  December 31,  1995  as  compared to  the  year ended
December 31,  1994.   Volumes of  oil sold  decreased by  347 barrels,
while volumes of natural gas sold increased by 30,951 Mcf for the year
ended December 31,  1995 as  compared to the  year ended  December 31,
1994.   The increase in volumes of natural gas sold resulted primarily
from (i)  the shutting in of  one well during the  year ended December
31, 1994 which  resulted in  increased pressure on  the well,  thereby
improving the  well's  production  capabilities in  1995  and  (ii)  a
recompletion on another well  during the year ended December  31, 1995
which significantly improved the well's production capabilities during
the remainder of the year, partially

                                  13
<PAGE>
<PAGE>
offset by a negative  gas balancing adjustment on another  well during
the  year ended  December  31,  1995.    Average  natural  gas  prices
decreased to $1.35 per Mcf  for the year ended December 31,  1995 from
$1.52 per Mcf for the year ended December 31, 1994,  while the average
price of  oil sold increased to  $15.50 per barrel for  the year ended
December   31,  1995  from  $14.28  per  barrel  for  the  year  ended
December 31, 1994.  

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and  production taxes)  increased 15.3%  for the  year ended
December  31, 1995 as  compared to the  year ended  December 31, 1994.
This increase  resulted  primarily from  the  increase in  volumes  of
natural gas sold during  the year ended December 31,  1995 as compared
to the year  ended December 31, 1994,  partially offset by  an accrual
for  certain legal contingencies  during the  year ended  December 31,
1994.  As a percentage of oil and gas sales,  these expenses increased
to 47.1%  for the year ended December 31, 1995 from 41.8% for the year
ended December 31,  1994.   This percentage increase  was primarily  a
result  of the increase in  oil and gas  production expenses discussed
above and 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.

     Depreciation,  depletion,  and   amortization  of  oil   and  gas
properties decreased $34,161 for  the year ended December 31,  1995 as
compared  to the  year ended  December 31,  1994.   This decrease  was
primarily a result  of a significant increase  in the estimate of  the
Program's  remaining natural gas reserves at  December 31, 1995.  As a
percentage of oil  and gas sales, this expense  decreased to 10.2% for
the  year  ended  December 31, 1995  from  21.7%  for  the year  ended
December 31, 1994.  This percentage decrease was primarily a result of
the  increase in the estimate  of the Program's  remaining natural gas
reserves as discussed above.  

     General and administrative expenses increased $6,431 for the year
ended December 31,  1995 as  compared to the  year ended  December 31,
1994.   This increase resulted  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 21.4% for
the  year ended  December  31,  1995 from  19.8%  for the  year  ended
December 31, 1994.  This percentage increase was primarily a result of
the dollar  increase in general and  administrative expenses discussed
above.

                                  14
<PAGE>
<PAGE>
                 Year Ended December 31, 1994 Compared
                    to Year Ended December 31, 1993
                 -------------------------------------

     Total  oil and  gas  sales increased  20.4%  for the  year  ended
December 31,  1994 as compared  to the  year ended  December 31, 1993.
This  increase was due to increases in  the volumes of oil and natural
gas sold, partially offset by  decreases in the average prices  of oil
and natural gas sold.   Volumes of oil and natural gas  sold increased
by  492 barrels  and  51,020 Mcf,  respectively,  for the  year  ended
December 31, 1994  as compared to  the year  ended December 31,  1993.
The  increase in volumes of  natural gas sold  resulted primarily from
the shutting in of one well during part of the year ended December 31,
1993 which resulted in  increased pressure on the well  which improved
the well's  production  capabilities.   Average  oil and  natural  gas
prices  decreased to $14.28 per barrel and  $1.52 per Mcf for the year
ended December 31, 1994 from  averages of $16.21 per barrel  and $1.75
per Mcf for the year ended December 31, 1993.  

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production  taxes) decreased  26.4%  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 decreased to 41.8%
for the  year ended December 31,  1994 from 68.4%  for the year  ended
December 31,  1993.   These decreases reflected  a return  to expected
levels  of such  expenses  from the  abnormally  high levels  of  such
expenses  during the  year ended  December 31, 1993.   However,  these
decreases were offset by an accrual for certain legal contingencies in
the current period.  

     Depreciation,  depletion,  and   amortization  of  oil   and  gas
properties increased $31,475  for the year ended  December 31, 1994 as
compared  to the year ended  December 31, 1993.   This dollar increase
was primarily  due to the increase  in volumes of oil  and natural gas
sold  and  reduced  year-end  prices  associated  with  the  Program's
remaining natural  gas reserves in 1994.   As a percentage  of oil and
gas  sales, this  expense  increased  to  21.7%  for  the  year  ended
December 31, 1994  from 13.6% for  the year  ended December 31,  1993.
This percentage increase was primarily a result of the dollar increase
discussed  above and the  decreases in the  average prices of  oil and
natural gas sold.  

     General and administrative expenses decreased slightly by  $1,048
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 decreased slightly to  19.8% for the year  ended December 31,
1994 from 24.3% for the year ended December 31, 1993. 

                                  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 5.6 years for gas
reserves and 3.9 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 1981-2 LIMITED PARTNERSHIP


     We  have audited the financial statements of the Dyco Oil and Gas
Program 1981-2  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  1981-2   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
                      1981-2 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1995 and 1994


                                ASSETS
                                ------
                                                 1995      1994
                                               --------  --------
CURRENT ASSETS:
  Cash and cash equivalents                    $245,084  $163,279
  Accrued oil and gas sales, including
    $58,366 and $49,800 due from
    related parties                              62,818    51,195
                                                -------   -------
  Total current assets                         $307,902  $214,474

NET OIL AND GAS PROPERTIES, utilizing the
  full cost method                              164,698   173,279

DEFERRED CHARGE                                  51,226    60,571
                                                -------   -------
                                               $523,826  $448,324
                                                =======   =======

                   LIABILITIES AND PARTNERS' CAPITAL
                   ---------------------------------
CURRENT LIABILITIES:
  Accounts payable                             $ 29,391  $ 27,536
  Gas imbalance payable                            -        9,730
                                                -------   -------
    Total current liabilities                  $ 29,391  $ 37,266

ACCRUED LIABILITY                               128,288   120,306

CONTINGENCY (Note 4)

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 74 Units                         3,661     2,907
  Limited Partners, issued and
    outstanding, 6,000 Units                    362,486   287,845
                                                -------   -------
    Total Partners' Capital                    $366,147  $290,752
                                                -------   -------
                                               $523,826  $448,324
                                                =======   =======


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

                                  18
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1995, 1994, and 1993


                                       1995      1994      1993
                                     --------  --------  --------
REVENUES:
  Oil and gas sales, including
    $289,835, $273,334, and $236,655
    of sales to related parties      $309,330  $302,379  $251,192
  Interest                              9,712     3,471     3,689
  Other                                  -         -       24,935
                                      -------   -------   -------

                                     $319,042  $305,850  $279,816

COSTS AND EXPENSES:
  Lease operating                    $124,768  $101,276  $153,291
  Production Taxes                     21,027    25,157    18,497
  Depreciation, depletion, and
    amortization of oil and
    gas properties                     31,503    65,664    34,189
  General and administrative           66,349    59,918    60,966
                                      -------   -------   -------

                                     $243,647  $252,015  $266,943
                                      -------   -------   -------

NET INCOME                           $ 75,395  $ 53,835  $ 12,873
                                      =======   =======   =======

GENERAL PARTNER (1%) - NET INCOME    $    754  $    538  $    129
                                      =======   =======   =======

LIMITED PARTNERS (99%) - NET INCOME  $ 74,641  $ 53,297  $ 12,744
                                      =======   =======   =======

NET INCOME per Unit                  $     12  $      9  $      2
                                      =======   =======   =======

UNITS OUTSTANDING                       6,074     6,074     6,074
                                      =======   =======   =======

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

                                  19
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 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     $8,618    $853,196    $861,814
  Cash distributions             ( 6,378)  ( 631,392)  ( 637,770)
  Net income                         129      12,744      12,873
                                   -----     -------     -------

Balances at December 31, 1993     $2,369    $234,548    $236,917
  Net income                         538      53,297      53,835
                                   -----     -------     -------

Balances at December 31, 1994     $2,907    $287,845    $290,752
  Net income                         754      74,641      75,395
                                   -----     -------     -------

Balances at December 31, 1995     $3,661    $362,486    $366,147
                                   =====     =======     =======

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

                                  20
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 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                         $ 75,395    $ 53,835    $ 12,873
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties               31,503      65,664      34,189
    (Increase) decrease in 
      accrued oil and gas sales     (  11,623)  (  20,171)     68,861
    Decrease in related party
      receivable                         -           -        380,092
    (Increase) decrease in
      deferred charge                   9,345   (  60,571)       -
    Increase (decrease) in payable
      to General Partner                 -      (  11,000)     11,000
    Increase (decrease) in 
      accounts payable                  1,855      20,253   (     432)
    Increase (decrease) in gas
      imbalance payable             (   9,730)        207       9,523
    Increase in accrued liability       7,982      48,736      71,570
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $104,727    $ 96,953    $587,676
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to oil and gas 
    properties                      ($ 22,963)  ($ 14,615)  ($ 34,236)
  Retirements of oil and gas
    properties                             41       2,899         235
                                      -------     -------     -------
  Net cash used by
    investing activities            ($ 22,922)  ($ 11,716)  ($ 34,001)
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                 $   -       $   -      ($637,770)
                                      -------     -------     -------
  Net cash used by financing 
    activities                       $   -       $   -      ($637,770)
                                      -------     -------     -------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                   $ 81,805    $ 85,237   ($ 84,095)

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                 163,279      78,042     162,137
                                      -------     -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                      $245,084    $163,279    $ 78,042
                                      =======     =======     =======


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

                                  21
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-2 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  1981-2 Limited  Partnership (the
     "Program"), a Minnesota limited partnership, commenced operations
     on  June 1, 1981.   Dyco  Petroleum  Corporation ("Dyco")  is the
     General  Partner  of the  Program.    Affiliates  of  Dyco  owned
     2,406.05 (39.6%) 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 $0.14, $0.34, and  $0.24, 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 108,415 Mcf, resulting in  prepaid lease operating expenses of
     $51,226.    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 125,250
     Mcf, resulting in prepaid lease operating expenses of $60,571.  


     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 271,509 Mcf,
     resulting in  accrued lease operating  expenses of $128,288.   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  248,771 Mcf, resulting  in
     accrued lease operating expenses of $120,306.


                                  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, 1994, total sales exceeded the Program's share of
     estimated total  gas reserves  on three  wells  by $9,730  (6,852
     Mcf).    This amount  was recorded  as  gas imbalance  payable at
     December 31,  1994  in  accordance with  the  sales  method.   At
     December 31, 1995, no such liability was recorded.  


     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 $66,349,
     $59,918, and  $60,966, respectively, of  which $47,952,  $47,952,
     and $47,490, were paid to Dyco and its affiliates.

     The  Program had a  payable to the General  Partner of $11,000 at
     December 31, 1993.   The  Program repaid the  General Partner  in
     full in March, 1994.  

     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 has sold 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  $289,835,
     $273,334, and  $236,655, respectively.  At  December 31, 1995 and
     1994, accrued  oil and gas  sales included $58,366,  and $49,800,
     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         93.7%    90.4%    94.2%

     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.   The Program's
     share of such verdict is approximately $155,000 in actual damages
     and approximately $31,000 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 in the amount 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               $39,719,805    $39,696,883

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

                                     $39,719,805    $39,696,883

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance          ($39,555,107)  ($39,523,604)
                                      ----------     ----------

     Net oil and gas properties      $   164,698    $   173,279
                                      ==========     ==========


     Costs 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              22,963   14,615   34,236
                                    ------   ------   ------

     Total costs incurred          $22,963  $14,615  $34,236
                                    ======   ======   ======

                                  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  and there  are  no proved  undeveloped
reserves.


                                       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             1,914      736,836      3,188    891,714      4,592    927,917

Revisions of previous
  estimates                     3,157      702,768        115     31,282     (1,447)     3,243

Sales of reserves                -            -          -          -          -          -    

Extensions and
  discoveries                    -            -          -          -           940     95,694

Production                     (1,042)  (  217,111)    (1,389)  (186,160)    (  897)  (135,140)
                                -----    ---------      -----    -------      -----    -------
Proved reserves,
  end of year                   4,029    1,222,493      1,914    736,836      3,188    891,714
                                =====    =========      =====    =======      =====    =======
Proved developed reserves:
  Beginning of year             1,291      674,449      2,603    833,257      4,592    927,917
                                -----    ---------      -----    -------      -----    -------
  End of year                   2,810    1,035,467      1,291    674,449      2,603    833,257
                                =====    =========      =====    =======      =====    =======

</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)                        $47,952 $47,952 $47,490

----------

(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 majority 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 compensation  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  $289,835,  $273,334,  and
     $236,655, 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


                                  32
<PAGE>
<PAGE>
     affiliated oil and gas limited partnerships.   The allocation to  
     the Program of  these costs is made by Dyco as General Partner.


     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   $25,170     -       -         -            -          -         -
                  1994   $26,134     -       -         -            -          -         -
                  1995   $26,182     -       -         -            -          -         -

---------------
<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     2,406.05     (39.6%)

     All directors, officers, and 
       affiliates of Dyco as a group
       and Dyco (8 persons)             2,406.05     (39.6%)


     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  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  the  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>
These provisions are  similar to those  contained in prospectuses  and
partnership agreements for other public oil and gas partnerships.

     For  a description  of  certain other  relationships 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  June 5,  1981 for  Dyco
                    Drilling Program  1981-2 by  and between  Dyco Oil
                    and   Gas   Program    1981-2,   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 by reference.


                                  37
<PAGE>
<PAGE>
               4.2  Program Agreement dated June  5, 1981 for Dyco Oil
                    and  Gas  Program  1981-2   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 by reference.

               4.3  Amendment to  Program Agreement for  Dyco Oil  and
                    Gas Program 1981-2 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 by reference.

               4.4  Certificate  of  Limited Partnership,  as amended,
                    for  Dyco  Oil  and  Gas  Program  1981-2  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 by
                    reference.

               27.1 Financial Data Schedule containing  summary finan-
                    cial information  extracted from the  Dyco Oil and
                    Gas Program 1981-2 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 1981-2 
                              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 June 5, 1981 for Dyco Drilling
               Program 1981-2 by and between  Dyco Oil and Gas Program
               1981-2,  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 by reference.

4.2            Program Agreement dated June 5,  1981 for Dyco Oil  and
               Gas  Program  1981-2  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 by reference.

4.3            Amendment  to Program  Agreement for  Dyco Oil  and Gas
               Program 1981-2 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 by reference.

4.4            Certificate  of  Limited Partnership,  as  amended, for
               Dyco  Oil and  Gas  Program 1981-2  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 by reference.

27.1           Financial  Data  Schedule containing  summary financial
               information extracted from the Dyco Oil and Gas Program
               1981-2 Limited Partnership's financial statements as of
               December 31, 1995 and  for the year ended  December 31,
               1995.  


                                  40
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