FORM 10-K405

                      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, 2001

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-K405 or any  amendment to
this Form 10-K405. [X]

      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.



                                      -1-
<PAGE>



                                  FORM 10-K405

                        DYCO OIL AND GAS PROGRAM 1981-2
                       (a Minnesota limited partnership)


                               TABLE OF CONTENTS

PART I.......................................................................3
      ITEM 1.     BUSINESS...................................................3
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................11
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......11
PART II.....................................................................11
      ITEM 5.     MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS
                  AND RELATED LIMITED PARTNER MATTERS.......................11
      ITEM 6.     SELECTED FINANCIAL DATA...................................12
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................14
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................19
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............20
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................34
PART III....................................................................34
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........34
      ITEM 11.    EXECUTIVE COMPENSATION....................................35
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................38
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............38
PART IV.....................................................................40
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................40

      SIGNATURES............................................................42





                                      -2-
<PAGE>




                                     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.
Samson  Resources  Company,  an  affiliate  of Dyco,  currently  owns  more than
one-half of the  Program's  Units of limited  partnership  interest,  making the
Program a 50% subsidiary of Samson Resources  Company.  See "Item 2. Properties"
for a description of the Program's reserves and properties.

      The  limited   partnership   agreement   for  the  Program  (the  "Program
Agreement")  provides  that limited  partners are  allocated  99% of all Program
costs and revenues and 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  currently  serves as General  Partner  of 31  limited  partnerships,
including the Program.  Dyco is a wholly-owned  subsidiary of Samson  Investment
Company.  Samson  Investment  Company  and its various  corporate  subsidiaries,
including Dyco, (collectively, "Samson") are primarily 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,  2001,  Samson owned
interests in approximately  14,000 oil and gas wells located in 19 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 2001,  Samson operated  approximately  3,000 oil and gas wells located in 14
states of the United States, as well as 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 Samson. As of February
15, 2002, Samson employed  approximately 1,000 persons. No employees are covered
by  collective  bargaining  agreements,  and  management  believes  that  Samson
provides a sound employee relations  environment.  For information regarding the
executive  officers of Dyco, see "Item 10. - Directors and Executive Officers of
the Registrant."



                                      -3-
<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) 283-1791.


      Funding

      Although the Program  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
gas with a  concentration  on 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 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 gas may be subject to both federal and state laws
and  regulations.  The provisions of these laws and  regulations are complex and
affect all who  produce,  resell,  transport,  or purchase  gas,  including  the
Program.  Although  virtually all of the Program's gas production is not subject
to  price  regulation,   other  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.



                                      -4-
<PAGE>




      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,  may increase the cost of the Program's  operations or may affect
the  Program's  ability  to  timely  complete  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 El Paso Energy Marketing Company ("El Paso") accounted
for approximately 94.9% of the Program's oil and gas sales during the year ended
December 31, 2001. 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.

      Competition and Marketing

      The Program's revenues,  net income or loss, cash flows, carrying value of
oil and gas  properties,  and  amount of oil and gas  which can be  economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and consequently the Program's profitability) depend on a number
of factors  which are beyond the  control  of the  Partnerships.  These  factors
include worldwide political instability and terrorist activities  (especially in
oil-producing regions), United Nations export embargoes, the supply and price of
foreign imports of oil and gas, the level of consumer  product demand (which can
be heavily  influenced by weather  patterns),  the level of domestic oil and gas
production,  government  regulations  and taxes,  the price and  availability of
alternative fuels, the overall economic



                                      -5-
<PAGE>



environment,  and the availability and capacity of transportation and processing
facilities.  The effect of these  factors on future oil and gas industry  trends
cannot be accurately predicted or anticipated. In addition, the domestic 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.  Predicting  future prices is not possible.  Concerning past trends,
oil and gas prices in the  United  States  have been  highly  volatile  for many
years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Program's gas reserves are being sold on the "spot  market."  Prices on the spot
market are subject to wide seasonal and regional pricing fluctuations due to the
highly  competitive  nature of the spot market.  In  addition,  such spot market
sales are generally short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines. Spot prices for the Program's gas
production  decreased from  approximately  $9.23 per Mcf at December 31, 2000 to
approximately  $2.65 per Mcf at December 31, 2001.  Such prices were on an MMBTU
basis and differ from the prices actually  received by the  Partnerships  due to
transportation  and marketing  costs,  BTU  adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Program's oil production  decreased from  approximately
$23.75 per barrel at  December  31, 2000 to  approximately  $16.75 per barrel at
December 31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
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



                                      -6-
<PAGE>



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.  In
particular,  many types of pollution and contamination can exist,  undiscovered,
for long periods of time and can result in substantial environmental liabilities
which are not insured.  The occurrence of an event which is not fully covered by
insurance  could have a material  adverse effect on the financial  condition 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, 2001.

                              Well Statistics(1)
                            As of December 31, 2001

                  Gross productive wells(2):
                     Oil                                 -
                     Gas                                14
                                                        --
                        Total                           14

                  Net productive wells(3):
                     Oil                                 -
                     Gas                              1.83
                                                      ----
                        Total                         1.83

----------
(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 on Form 10-K  ("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.  For example,  a 15%
      working interest in a well represents one Gross Well, but 0.15 Net Well.




                                      -7-
<PAGE>




      Drilling Activities

      During  the year ended  December  31,  2001 the  Program  participated  in
drilling the Clayton No. 8-9 well in Washita County,  Oklahoma. The Program does
not own a working  interest in this  producing  gas well;  therefore  it did not
incur any  costs  associated  with this  developmental  drilling  activity.  The
program has a .00017 revenue interest in this well.


      Oil and Gas Production, Revenue, and Price History

      The following table sets forth certain historical  information  concerning
the oil  (including  condensates)  and  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,
                                         -----------------------------------
                                           2001         2000          1999
                                         --------     --------      --------
Production:
   Oil (Bbls)(1)                              849        3,136           781
   Gas (Mcf)(2)                           220,502      213,939       159,015

Oil and gas sales:
   Oil                                   $ 21,623     $ 89,313      $ 11,156
   Gas                                    837,169      855,493       332,512
                                          -------      -------       -------
      Total                              $858,792     $944,806      $343,668
                                          =======      =======       =======
Total direct operating
  expenses (3)                           $151,800     $170,688      $123,529
                                          =======      =======       =======

Direct operating expenses as a
   percentage of oil and gas sales          17.7%        18.1%         35.9%

Average sales price:
   Per barrel of oil                       $25.47       $28.48        $14.28
   Per Mcf of gas                            3.80         4.00          2.09

Direct operating expenses per
   equivalent Mcf of gas(4)                $  .67       $  .73        $  .75

----------
(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.



                                      -8-
<PAGE>



(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 gas.
(3)   Includes lease operating expenses and production taxes.
(4)   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, 2001.  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").
Certain reserve  information was reviewed by Ryder Scott Company,  L.P.  ("Ryder
Scott"),  an independent  petroleum  engineering  firm. As used  throughout this
Annual Report,  "proved reserves" refers to those estimated  quantities of crude
oil, gas, and 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, 2001. Such prices were not escalated
except in  certain  circumstances  where  escalations  were  fixed  and  readily
determinable  in accordance  with applicable  contract  provisions.  Oil and gas
prices at December 31, 2001 were  substantially  lower than the very high prices
in effect on December 31, 2000.  This  decrease in oil and gas prices has caused
the estimates of remaining  economically  recoverable  reserves,  as well as the
values placed on said reserves,  at December 31, 2001 to be significantly  lower
than  what such  estimates  and  values  would  have been if oil and gas  prices
remained  unchanged from December 31, 2000 to December 31, 2001. The prices used
in  calculating  the net present  value  attributable  to the  Program's  proved
reserves do not  necessarily  reflect  market prices for oil and gas  production
subsequent to December 31, 2001.  There can be no assurance that the prices used
in  calculating  the net  present  value of the  Program's  proved  reserves  at
December 31, 2001 will actually be realized for such production.





                                      -9-
<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;  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 these  reserve
estimates 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, 2001 (1)

            Estimated proved reserves:
               Gas (Mcf)                               1,265,960
               Oil and liquids (Bbls)                      3,593

            Net present value
               (discounted at 10% per annum)          $1,315,556
-------------------

(1)   Includes certain gas balancing adjustments which cause the gas volumes and
      net present value to differ from the reserve reports  prepared by Dyco and
      reviewed by Ryder Scott.


      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 4 to the Program's financial statements, included in Item 8 of
this Annual Report.


      Significant Properties

      As of December  31, 2001,  the  Program's  properties  consist of 14 gross
(1.83 net) productive wells. The Program also owns a non-working  interest in an
additional  8 wells.  Affiliates  of the  Program  operate  8 (36%) of its total
wells.  All of the  Program's  properties  are located in the Anadarko  Basin of
western  Oklahoma and the Texas  panhandle,  which is an established oil and gas
producing basin.



                                      -10-
<PAGE>



      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.


ITEM 3.     LEGAL PROCEEDINGS

      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
2001.


                                    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
Agreement, Dyco, as General Partner, is obligated to annually issue 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 Program Agreement.  Such
repurchase offer is recalculated  monthly in order to reflect cash distributions
made to the limited partners and extraordinary  events. The following table sets
forth,  for the  periods  indicated,  Dyco's  repurchase  offer per Unit and the
amount of the 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.



                                      -11-
<PAGE>





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

            2000:
               First Quarter           $104                $ -
               Second Quarter           104                  -
               Third Quarter            134                  -
               Fourth Quarter           134                 35

            2001:
               First Quarter           $ 99                $45
               Second Quarter            54                 50
               Third Quarter            238                 20
               Fourth Quarter           218                  -

            2002:
               First Quarter           $218                $30



      As of  March  1,  2002,  the  Program  has  6,000  Units  outstanding  and
approximately 1,550 Limited Partners of record.



ITEM 6.     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."





                                      -12-
<PAGE>

<TABLE>
<CAPTION>



                                         Selected Financial Data

                                                                   December 31,
                                          --------------------------------------------------------------
                                            2001          2000         1999          1998         1997
                                          --------      --------     --------      --------     --------
<S>                                       <C>           <C>          <C>           <C>          <C>
Summary of Operations:
     Oil and gas sales                    $858,792      $944,806     $343,668      $285,801     $474,986
     Total revenues                        864,384       947,326      346,769       290,756      482,230

     Lease operating expenses               88,939       104,089       99,393       148,997      147,127
     Production taxes                       62,861        66,599       24,136        18,973       36,012
     General and administrative
        expenses                            60,728        59,236       63,168        63,410       68,991
     Depreciation, depletion, and
        amortization of oil and gas
        properties                          84,481        25,112       40,715        27,523       50,901

     Net income                            567,375       692,290      119,357        31,853      179,199
        per Unit                             93.41        113.98        19.65          5.24        29.50
     Cash distributions                    698,510       212,590      121,480       121,480      455,550
        per Unit                               115            35           20            20           75

Summary Balance Sheet Data:
     Total assets                          474,356       601,328      337,364       269,656      363,453
     Partners' capital                     433,168       564,303       84,603        86,726      176,353

</TABLE>



                                      -13-
<PAGE>




ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      Use of Forward-Looking Statements and Estimates

      This Annual Report contains certain forward-looking  statements. The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements.  Such statements reflect  management's current views with respect to
future  events and  financial  performance.  This Annual  Report  also  includes
certain information which is, or is based upon, estimates and assumptions.  Such
estimates and assumptions  are  management's  efforts to accurately  reflect the
condition and operation of the Program.

      Use of  forward-looking  statements and estimates and assumptions  involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve  information,  the operating risk
associated with oil and gas properties  (including the risk of personal  injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination,  and other  operating  risks),  the  prospect of changing tax and
regulatory laws, the availability and capacity of processing and  transportation
facilities,  the  general  economic  climate,  the  supply  and price of foreign
imports of oil and gas, the level of consumer product demand,  and the price and
availability  of  alternative  fuels.  Should  one or more  of  these  risks  or
uncertainties  occur  or  should  estimates  or  underlying   assumptions  prove
incorrect,  actual  conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.

      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The Program's  revenues,  net
income or loss, cash flows, carrying value of oil and gas properties, and amount
of oil and gas which can be economically  produced depend substantially upon the
prevailing  prices for oil and gas.  Oil and gas prices  (and  consequently  the
Program's  profitability)  depend on a number of  factors  which are  beyond the
control  of  the  Partnerships.   These  factors  include  worldwide   political
instability  and terrorist  activities  (especially in  oil-producing  regions),
United Nations export embargoes,  the supply and price of foreign imports of oil
and gas, the level of consumer  product demand (which can be heavily  influenced
by weather patterns),  the level of domestic oil and gas production,  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 on future



                                      -14-
<PAGE>



oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic 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.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  Substantially  all of the
Program's gas reserves are being sold on the "spot  market."  Prices on the spot
market are subject to wide seasonal and regional pricing fluctuations due to the
highly  competitive  nature of the spot market.  In  addition,  such spot market
sales are generally short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines. Spot prices for the Program's gas
production  decreased from  approximately  $9.23 per Mcf at December 31, 2000 to
approximately  $2.65 per Mcf at December 31, 2001.  Such prices were on an MMBTU
basis and differ from the prices actually  received by the  Partnerships  due to
transportation  and marketing  costs,  BTU  adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Program's oil production  decreased from  approximately
$23.75 per barrel at  December  31, 2000 to  approximately  $16.75 per barrel at
December 31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.











                                      -15-
<PAGE>




      Results of Operations

                     Year Ended December 31, 2001 Compared
                         to Year Ended December, 2000
                     -------------------------------------

      Total oil and gas sales  decreased  $86,014  (9.1%) in 2001 as compared to
2000. Of this decrease,  approximately  (i) $65,000 was related to a decrease in
volumes of oil sold and (ii)  $45,000  was  related to a decrease in the average
price of gas sold.  These  decreases  were  partially  offset by an  increase of
approximately  $26,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased 2,287 barrels,  while volumes of gas sold increased 6,563 Mcf
in 2001 as compared to 2000.  The decrease in volumes of oil sold was  primarily
due  to  a  decline  in  production  on  one  significant   well  following  the
disproportionate  increase in production  initially  arising from the successful
recompletion  of that well during 2000.  The increase in volumes of gas sold was
primarily due to a positive  prior period gas  balancing  adjustment on one well
during 2001. This increase was  substantially  offset by a decline in production
on one significant  well following the  disproportionate  increase in production
initially  arising from the  successful  recompletion  of that well during 2000.
Average  oil and gas  prices  decreased  to $25.47 per barrel and $3.80 per Mcf,
respectively, in 2001 from $28.48 per barrel and $4.00 per Mcf, respectively, in
2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $18,888 (11.1%) in 2001 as compared to 2000. This
decrease was primarily due to (i) workover  expenses incurred on one well during
2000,  (ii) a  decrease  in  compression  expenses  on one well  during  2001 as
compared to 2000,  and (iii) the sale of two wells during 2000.  As a percentage
of oil and gas sales,  these  expenses  decreased to 17.7% in 2001 from 18.1% in
2000.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $59,369  (236.4%)  in 2001 as  compared to 2000.  This  increase  was
primarily  due to (i)  decreases in the oil and gas prices used in the valuation
of  reserves at  December  31,  2001 as  compared to December  31, 2000 and (ii)
downward  revisions in the  estimates of remaining  oil reserves at December 31,
2001.  As a percentage of oil and gas sales,  this expense  increased to 9.8% in
2001 from 2.7% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $1,492 (2.5%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 7.1% in 2001 from 6.3% in 2000. This percentage increase was primarily due to
the decrease in oil and gas sales.




                                      -16-
<PAGE>





                     Year Ended December 31, 2000 Compared
                         to Year Ended December, 1999
                     -------------------------------------

      Total oil and gas sales increased $601,138 (174.9%) in 2000 as compared to
1999. Of this increase, approximately $408,000 was related to an increase in the
average price of gas sold and approximately  $115,000 was related to an increase
in volumes of gas sold.  Volumes of oil and gas sold increased 2,355 barrels and
54,924 Mcf, respectively,  in 2000 as compared to 1999. The increases in volumes
of oil and gas sold were  primarily due to the  successful  recompletion  of one
well during the first quarter of 2000.  Average oil and gas prices  increased to
$28.48  per  barrel  and $4.00 per Mcf,  respectively,  in 2000 from  $14.28 per
barrel and $2.09 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $47,159 (38.2%) in 2000 as compared to 1999. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales,  (ii) workover  expenses incurred on one
well  during 2000 in order to improve the  recovery  of  reserves,  and (iii) an
increase in pipeline  compression  charges on the well successfully  recompleted
during the first quarter of 2000.  These increases were partially  offset by (i)
legal fees  incurred  on one well  during 1999  related to a gas  balancing  and
collections  matter  initiated by the operator of that well and (ii) the sale of
one well during  2000.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 18.1% in 2000 from 35.9% in 1999.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $15,603  (38.3%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i)  increases in the oil and gas prices used in the valuation
of  reserves at  December  31,  2000 as  compared to December  31, 1999 and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31,  2000.  The decrease  caused by these  factors was  partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this  expense  decreased  to 2.7% in 2000 from  11.8% in 1999.  This  percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in depreciation, depletion and amortization.

      General and  administrative  expenses  decreased  $3,932 (6.2%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 6.3% in 2000 from 18.4% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.





                                      -17-
<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,  where methods
are employed to permit more efficient recovery of reserves,  or where identified
developmental  drilling  or  recompletion  opportunities  are  pursued,  thereby
resulting in a positive  economic  impact.  Assuming 2001 production  levels for
future years, the Program's proved reserve quantities at December 31, 2001 would
have remaining lives of  approximately  5.7 years for gas reserves and 4.2 years
for oil  reserves.  These life of  reserves  estimates  are based on the current
estimates of remaining  oil and gas  reserves.  See "Item 2.  Properties"  for a
discussion  of these reserve  estimates.  Any decrease from the high oil and gas
prices at December 31, 2001 may cause a decrease in the  estimated  life of said
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.  However,  during 2001, the
Program  incurred capital costs of $69,257  primarily  related to the successful
recompletion  of the Jarvis No.  1-10 well.  During  2000 the  Program  incurred
capital costs of $60,225 primarily related to the successful recompletion of the
Brown No. 1-14 well. In addition,  during 1999 the Program paid $289,553, net of
taxes,  for the purchase of gas reserves  from  Burlington  Resources  (of which
$158,361 was recorded to oil and gas  properties and $131,192 was used to reduce
the accrued  liability for lease  operating  expenses)  which was related to the
Yowell No. 1-26 well in which the Program had produced  significantly  more than
its share of gas.  These  reserves were purchased in order to assist the Program
in reducing its gas imbalance  liability on this well. These expenditures by the
Program may reduce or eliminate cash  available for a particular  quarterly cash
distribution.  In connection with the 1999  expenditure,  the Program received a
temporary advance from the General Partner. This advance was fully repaid during
2000. The Program has no other debt commitments.  Management  believes that cash
for  ordinary  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 gas and other market and economic conditions.



                                      -18-
<PAGE>



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.


      New Accounting Pronouncements

      Below is a brief  description of a Financial  Accounting  Standard ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Program's  future  results of  operations  and  financial
position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002  (January 1, 2003 for the  Program).  FAS No. 143 will require the
recording of the fair value of  liabilities  associated  with the  retirement of
long-lived  assets  (mainly  plugging and  abandonment  costs for the  Program's
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting  this  statement  on the  Program's  financial  condition or results of
operations.


      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 2001.
Oil and 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."


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

      The Program does not hold any market risk sensitive instruments.



                                      -19-
<PAGE>




ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                       REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP


      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1981-2 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
2001 and 2000,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  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 of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which 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
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.







                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 21, 2002




                                      -20-
<PAGE>




                           DYCO OIL AND GAS PROGRAM
                          1981-2 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 2001 and 2000


                                    ASSETS
                                    ------
                                                       2001           2000
                                                     --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                         $112,275       $128,567
   Accrued oil and gas sales                          107,956        184,787
                                                      -------        -------
   Total current assets                              $220,231       $313,354

NET OIL AND GAS PROPERTIES, utilizing the
   full cost method                                   241,375        256,599

DEFERRED CHARGE                                        12,750         31,375
                                                      -------        -------
                                                     $474,356       $601,328
                                                      =======        =======

                       LIABILITIES AND PARTNERS' CAPITAL
                       ---------------------------------

CURRENT LIABILITIES:
   Accounts payable                                  $  5,872       $  5,428
                                                      -------        -------
      Total current liabilities                      $  5,872       $  5,428

ACCRUED LIABILITY                                    $ 35,316       $ 31,597

PARTNERS' CAPITAL:
   General Partner, 74 general
      partner units                                  $  4,333       $  5,644
   Limited Partners, issued and
      outstanding, 6,000 Units                        428,835        558,659
                                                      -------        -------
      Total Partners' Capital                        $433,168       $564,303
                                                      -------        -------
                                                     $474,356       $601,328
                                                      =======        =======





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




                                      -21-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1981-2 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999


                                              2001        2000        1999
                                            --------    --------    --------
REVENUES:
   Oil and gas sales                        $858,792    $944,806    $343,668
   Interest                                    5,592       2,520       3,101
                                             -------     -------     -------
                                            $864,384    $947,326    $346,769

COSTS AND EXPENSES:
   Lease operating                          $ 88,939    $104,089    $ 99,393
   Production taxes                           62,861      66,599      24,136
   Depreciation, depletion, and
      amortization of oil and
      gas properties                          84,481      25,112      40,715
   General and administrative                 60,728      59,236      63,168
                                             -------     -------     -------
                                            $297,009    $255,036    $227,412
                                             -------     -------     -------
NET INCOME                                  $567,375    $692,290    $119,357
                                             =======     =======     =======

GENERAL PARTNER (1%) - NET INCOME           $  5,674    $  6,923    $  1,194
                                             =======     =======     =======

LIMITED PARTNERS (99%) - NET INCOME         $561,701    $685,367    $118,163
                                             =======     =======     =======

NET INCOME per Unit                         $  93.41    $ 113.98    $  19.65
                                             =======     =======     =======

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













                    The accompanying notes are an integral
                      part of these financial statements




                                      -22-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1981-2 LIMITED PARTNERSHIP
                  Statements of Changes in Partners' Capital
             For the Years Ended December 31, 2001, 2000, and 1999


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

Balances at Dec. 31, 1998                 $  868      $ 85,858     $ 86,726
   Cash distributions                    ( 1,215)    ( 120,265)   ( 121,480)
   Net income                              1,194       118,163      119,357
                                           -----       -------      -------

Balances at Dec. 31, 1999                 $  847      $ 83,756     $ 84,603
   Cash distributions                    ( 2,126)    ( 210,464)   ( 212,590)
   Net income                              6,923       685,367      692,290
                                           -----       -------      -------

Balances at Dec. 31, 2000                 $5,644      $558,659     $564,303
   Cash distributions                    ( 6,985)    ( 691,525)   ( 698,510)
   Net income                              5,674       561,701      567,375
                                           -----       -------      -------

Balances at Dec. 31, 2001                 $4,333      $428,835     $433,168
                                           =====       =======      =======






















                    The accompanying notes are an integral
                      part of these financial statements



                                      -23-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                           1981-2 LIMITED PARTNERSHIP
                           Statements of Cash Flows
           For the Years Ended December 31, 2001, 2000, and 1999

                                            2001          2000           1999
                                         ----------    ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $567,375      $692,290       $119,357
   Adjustments to reconcile net
      income to net cash provided
      by operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties                  84,481        25,112         40,715
      (Increase) decrease in
        accrued oil and gas sales           76,831     ( 123,582)     (  11,414)
      Decrease in deferred charge           18,625         9,799          6,324
      Increase (decrease) in
        accounts payable                       444           633      (   4,886)
      Increase (decrease) in payable
        to General Partner                     -       ( 207,000)       207,000
      Decrease in gas
       imbalance payable                       -       (     825)     (   1,860)
      Increase (decrease) in
        accrued liability                    3,719     (   8,544)     ( 130,423)
                                           -------       -------        -------
   Net cash provided by operating
      activities                          $751,475      $387,883       $224,813
                                           -------       -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
      and gas properties                  $   -         $  8,508       $     86
   Additions to oil and gas
      properties                         (  69,257)    (  60,225)     ( 159,494)
                                           -------       -------        -------
   Net cash used by investing
      activities                         ($ 69,257)    ($ 51,717)     ($159,408)
                                           -------       -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($698,510)    ($212,590)     ($121,480)
                                           -------       -------        -------
   Net cash used by financing
     activities                          ($698,510)    ($212,590)     ($121,480)
                                           -------       -------        -------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                  ($ 16,292)     $123,576      ($ 56,075)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     128,567         4,991         61,066
                                           -------       -------        -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $112,275      $128,567       $  4,991
                                           =======       =======        =======

                          The accompanying notes are an integral
                            part of these financial statements



                                      -24-
<PAGE>



      DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 2001, 2000, and 1999


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 3,119 (52.0%) of the Program's Units at
      December 31, 2001.

            The Program's sole business is the development and production of oil
      and gas with a concentration  on gas.  Substantially  all of the Program's
      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  obtaining   transportation   services   provided  by
      pipelines.  The prices  received for the Program's oil and gas are subject
      to influences such as global consumption and supply trends.


      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
      gas purchasers subject the Program to a concentration of credit risk. Some
      of these purchasers are discussed in Note 3 - Major Customers.


      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.  During 2001 the Program  incurred  capital  costs of $69,257
      primarily  related to the recompletion of the Jarvis No. 1-10 well. During
      2000 the Program incurred



                                      -25-
<PAGE>



      capital  costs of $60,225  primarily  related to the  recompletion  of the
      Brown No. 1-14 well.  During 1999 the  Program  purchased  reserves in the
      amount of $158,361 (207,777 Mcf), net of accrued liability,  on the Yowell
      No. 1-26 well in which the Program had  produced  significantly  more than
      its share of gas.  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, 2001, 2000, and 1999, were $0.37, $0.11, and $0.25, respectively.  The
      Program's  calculation  of  depreciation,   depletion,   and  amortization
      includes estimated future expenditures to be incurred in developing proved
      reserves  and  estimated  dismantlement  and  abandonment  costs,  net  of
      estimated salvage values. In the event the unamortized cost of oil and gas
      properties  being  amortized  exceeds the full cost ceiling (as defined by
      the Securities and Exchange  Commission  ("SEC")) the excess is charged to
      expense  in  the  year  during  which  such  excess   occurs.   Sales  and
      abandonments of properties are accounted for as adjustments of capitalized
      costs  with no gain or loss  recognized,  unless  such  adjustments  would
      significantly alter the relationship  between capitalized costs and proved
      oil and gas reserves.


      Deferred Charge

            The Deferred Charge at December 31, 2001 and 2000  represents  costs
      deferred for lease  operating  expenses  incurred in  connection  with the
      Program's  underproduced  gas  imbalance  positions.   The  rate  used  in
      calculating  the deferred charge is the average  production  costs per Mcf
      during the period the  underproduction  occurred.  At December  31,  2001,
      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
      28,977 Mcf, resulting in prepaid lease operating  expenses of $12,750.  At
      December 31, 2000,  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 71,306  Mcf,  resulting  in prepaid  lease  operating
      expenses of $31,375.


      Accrued Liability

            The  Accrued  Liability  at December  31,  2001 and 2000  represents
      charges accrued for lease operating  expenses  incurred in connection with
      the  Program's  overproduced  gas  imbalance  positions.  The rate used in
      calculating the accrued liability is the average  production costs per Mcf
      during the period the  overproduction  occurred.  At  December  31,  2001,
      cumulative  total gas sales volumes for  overproduced  wells  exceeded the
      Program's pro-rata share of



                                      -26-
<PAGE>



      total gas production from these wells by 80,710 Mcf,  resulting in accrued
      lease  operating  expenses of $35,316.  At December 31,  2000,  cumulative
      total gas sales  volumes for  overproduced  wells  exceeded the  Program's
      pro-rata  share of total gas  production  from these  wells by 71,812 Mcf,
      resulting in accrued lease operating expenses of $31,597.


      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 gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in 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 revenue 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. The rates per Mcf used to calculate this liability are based on
      the  average  gas  prices  received  for  the  volumes  at  the  time  the
      overproduction  occurred. At December 31, 2001 and 2000, 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,  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.
      Oil and gas reserves (see Note 4) also involve significant estimates which
      could materially differ from the actual amounts ultimately realized.


      New Accounting Pronouncements

            Below is a brief  description  of a  Financial  Accounting  Standard
      ("FAS")  recently  issued  by the  Financial  Accounting  Standards  Board
      ("FASB") which may have an impact on the



                                      -27-
<PAGE>



      Program's future results of operations and financial position.

            In July 2001,  the FASB  issued FAS No. 143,  "Accounting  for Asset
      Retirement  Obligations",  which is effective  for fiscal years  beginning
      after June 15, 2002  (January 1, 2003 for the  Program).  FAS No. 143 will
      require the recording of the fair value of liabilities associated with the
      retirement of long-lived assets (mainly plugging and abandonment costs for
      the Program's  depleted wells), in the period in which the liabilities are
      incurred  (at the time the  wells  are  drilled).  Management  has not yet
      determined  the  effect  of  adopting  this  statement  on  the  Program's
      financial condition or results of operations.


      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.  During 2000, upon
      Samson Resources  Company's  ownership of Units first exceeding 50% and as
      required by IRS  Regulations,  the  Program's  tax year was  changed  from
      January  1/December 31 in order to coincide with Samson's tax year of July
      1/June 30.


2.    TRANSACTIONS WITH RELATED PARTIES

            The Program  obtained an operating  advance from the General Partner
      during the fourth  quarter of 1999 due to the  purchase of reserves on one
      well, which was repaid during 2000.

            Under  the  terms of the  Program  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, 2001, 2000, and 1999,
      such expenses  totaled $60,728,  $59,236,  and $63,168,  respectively,  of
      which $44,064, $44,064, and $47,952, respectively,  were paid each year to
      Dyco and its affiliates.

            Affiliates  of  the  Program   operate   certain  of  the  Program's
      properties.  Their policy is to bill the Program for all customary charges
      and cost  reimbursements  associated with these activities,  together with
      any  compressor  rentals,  consulting,  or other services  provided.  Such
      charges are  comparable to third party charges in the area where the wells
      are located and are the same as charged to other working  interest  owners
      in the wells.




                                      -28-
<PAGE>




3.    MAJOR CUSTOMERS

            The following purchaser  individually accounted for more than 10% of
      the combined oil and gas sales of the Program for the years ended December
      31, 2001, 2000, and 1999:

            Purchaser                     2001        2000        1999
            ---------                     -----       -----       -----

            El Paso Energy
              Marketing Company           94.9%       89.0%       94.0%

      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.


4.    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 SEC.

      Capitalized Costs

            The  Program's  capitalized  costs  and  accumulated   depreciation,
      depletion,  amortization, and valuation allowance at December 31, 2001 and
      2000 were as follows:

                                                      December 31,
                                            -------------------------------
                                                 2001              2000
                                            -------------     -------------
      Proved properties                      $40,053,871       $39,984,614



      Less accumulated depreciation,
      depletion, amortization, and
      valuation allowance                   ( 39,812,496)     ( 39,728,015)
                                              ----------        ----------

      Net oil and gas properties             $   241,375       $   256,599
                                              ==========        ==========







                                      -29-
<PAGE>





      Costs Incurred

            The Program  incurred no oil and gas exploration  costs during 2001,
      2000, and 1999.  During 2001, 2000, and 1999, the Program incurred oil and
      gas property  acquisition  (purchase of reserves) and development costs as
      follows:





                                                       December 31,
                                             -------------------------------
                                               2001        2000        1999
                                             -------     -------     -------

           Acquisition costs,
               net of accrued
               liability                     $  -        $  -       $158,361
           Development costs                  69,257      60,225       1,133


      Quantities of Proved Oil and Gas Reserves - Unaudited

            Set forth below is a summary of the changes in the net quantities of
      the Program's proved oil and gas reserves for the years ended December 31,
      2001,  2000,  and  1999.  Proved  reserves  were  estimated  by  petroleum
      engineers employed by affiliates of Dyco. Certain reserve  information was
      reviewed  by  Ryder  Scott  Company,   L.P.,  an   independent   petroleum
      engineering firm. All of the Program's  reserves are located in the United
      States.   The  following   information   includes  certain  gas  balancing
      adjustments  which  cause  the gas  volumes  to  differ  from the  reserve
      information prepared by Dyco and reviewed by Ryder Scott.





                                      -30-
<PAGE>

<TABLE>
<CAPTION>



                                       2001                       2000                    1999
                                --------------------       ------------------      --------------------
                                  Oil         Gas            Oil        Gas          Oil         Gas
                                (Bbls)       (Mcf)         (Bbls)      (Mcf)       (Bbls)       (Mcf)
                                -------   ----------       ------- ----------      -------     --------

<S>                             <C>       <C>             <C>       <C>            <C>         <C>
Proved reserves,
   beginning of year             8,215     1,326,160       3,466     1,183,265      3,145       943,531

Revisions of previous
   estimates                    (3,773)      160,284         885        83,136      1,102       190,972

Sales of reserves                   -           -         (1,179)   (   23,805)      -             -

Purchase of reserves                -           -           -             -          -          207,777

Extensions and
   discoveries                      -             18       8,179       297,503       -             -

Production                      (  849)   (  220,502)     (3,136)   (  213,939)    (  781)   (  159,015)
                                 -----     ---------       -----     ---------      -----     ---------
Proved reserves,
   end of year                   3,593     1,265,960       8,215     1,326,160      3,466     1,183,265
                                 =====     =========       =====     =========      =====     =========
Proved developed reserves:
   Beginning of year             8,215     1,326,160       3,466     1,183,265      3,145       943,531
                                 -----     ---------       -----     ---------      -----     ---------
   End of year                   3,593     1,265,960       8,215     1,326,160      3,466     1,183,265
                                 =====     =========       =====     =========      =====     =========

</TABLE>


                                      -31-
<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;
      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.  The Program's reserves were determined at December
      31,  2001 using oil and gas prices of $16.58 per barrel and $2.38 per Mcf,
      respectively.


5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2001 and 2000 are as
      follows:




                                      -32-
<PAGE>




                               Dyco 1981-2 Program
                              --------------------

                                                2001
                       ------------------------------------------------------
                         First         Second          Third         Fourth
                        Quarter        Quarter        Quarter       Quarter(2)
                       ---------      ---------      ---------      ---------

Total Revenues         $370,513       $203,948       $153,656       $136,267
Gross Profit (1)        331,187        174,723        121,882         84,792
Net Income              292,734        131,080         62,538         81,023
Limited Partners'
   Net Income
   Per Unit               48.19          21.59          10.29          13.34


                                                2000
                       ------------------------------------------------------
                         First         Second          Third         Fourth
                        Quarter        Quarter        Quarter        Quarter
                       ---------      ---------      ---------      ---------

Total Revenues          $91,233       $256,965       $286,474       $312,654
Gross Profit (1)         61,656        218,496        239,692        256,794
Net Income               31,311        196,477        210,943        253,559
Limited Partners'
   Net Income
   Per Unit                5.15          32.35          34.73          41.75



------------------------
(1)  Total revenues less oil and gas production expenses.
(2)  Gross profit as a percentage  of total  revenues  decreased  for the fourth
     quarter due to a decrease in gas prices.




                                      -33-
<PAGE>






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
      ----------------        ---      --------------------------------
      Dennis R. Neill          50      President and Director

      Craig D. Loseke          33      Chief Financial Officer

      Judy K. Fox              51      Secretary

      The  director   will  hold  office  until  the  next  annual   meeting  of
shareholders of Dyco or until his successor has been duly elected and qualified.
All executive officers serve at the discretion of the Board of Directors.

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Dyco on June 18, 1991,  and was named  President of Dyco on June 30,
1996. Prior to joining Samson,  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  of Samson  Investment  Company  and as
President and Director of Samson Properties  Incorporated,  Samson  Hydrocarbons
Company, Berry Gas Company,  Circle L Drilling Company,  Compression,  Inc., and
Geodyne Resources, Inc. and its subsidiaries.

     Craig D. Loseke joined Samson in 1990 and was named Chief Financial Officer
of Dyco on November  15, 2001.  He received a Bachelor of Science in  Accounting
and a Master of Business  Administration  from the University of Tulsa.  He is a
Certified Public Accountant and Certified Management Accountant. Mr. Loseke also
serves as Vice  President  of  Financial  and  Operational  Reporting  of Samson
Investment Company.



                                      -34-
<PAGE>





     Judy K. Fox joined  Samson in 1990 and was named  Secretary of Dyco on June
30, 1996.  Prior to joining Samson,  she served as Gas Contract  Manager for Ely
Energy  Company.  Ms.  Fox is also  Secretary  of Berry  Gas  Company,  Circle L
Drilling  Company,  Compression,   Inc.,  Samson  Hydrocarbons  Company,  Samson
Properties Incorporated, and Geodyne Resources, Inc. and its subsidiaries.


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best  knowledge  of the Program and Dyco,  there were no  officers,
directors,  or ten  percent  owners who were  delinquent  filers  during 2001 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.


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, 2001:

             Compensation/Reimbursement to Dyco and its affiliates
                      Three Years Ended December 31, 2001


   Type of Compensation/Reimbursement(1)                  Expense
   -------------------------------------        ----------------------------
                                                 2001       2000      1999
                                                -------    -------   -------
   Compensation:
      Operations                                  (2)        (2)       (2)


   Reimbursements:
      General and Administrative,
         Geological, and Engineering
         Expenses and Direct
         Expenses(3)                            $44,064    $44,064   $47,952

----------

(1)   The  authority  for  all of such  compensation  and  reimbursement  is the
      Program Agreement.  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.



                                      -35-
<PAGE>



      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)   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 gas  activities  of Dyco and its  affiliates,  including
      Dyco's  management  and  operation  of  affiliated  oil  and  gas  limited
      partnerships. The allocation to the Program of these costs is made by Dyco
      as General Partner.


      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,  gas  marketing,  and  other  functions  directly
attributable  to the Program's  operations.  When actual costs incurred  benefit
other  partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Program's  reserves  to the  total  reserves  owned by all
partnerships  and  affiliates.  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, 2001:



                                      -36-
<PAGE>
<TABLE>
<CAPTION>


                                         Salary Reimbursements
                                  Three Years Ended December 31, 2001

                                                            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>


Dennis R. Neill,
President(1)       1999      -           -        -           -            -          -         -
                   2000      -           -        -           -            -          -         -
                   2001      -           -        -           -            -          -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)      1999    $29,289       -        -           -            -          -         -
                   2000    $26,152       -        -           -            -          -         -
                   2001    $24,464       -        -           -            -          -         -
---------------

(1)   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. Neill.
(2)   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>


                                      -37-
<PAGE>



      Samson  maintains  necessary  inventories of new and used field equipment.
Samson may have provided  some of this  equipment for wells in which the Program
has an interest. This equipment was 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 March 1, 2002 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 Resources Company                        3,122   (52.0%)

      All directors, officers, and
         affiliates of Dyco as a group
         and Dyco (5 persons)                         3,122   (52.0%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain affiliates of Dyco 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 such affiliates
also create potential conflicts of interest.  An affiliate of the Program owns a
significant  amount of the  Program's  Units and  therefore  has 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 Program Agreement 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



                                      -38-
<PAGE>



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 Samson. The Program thus competes with Samson
(including  other  oil and gas  programs)  for the  time and  resources  of such
personnel.  Samson  devotes  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  negotiation,
administration,  and  enforcement of oil and gas sales  agreements  covering the
Program's  leasehold  interests.  Because  affiliates of the Program who provide
services to the  Program  have  fiduciary  or other  duties to other  members of
Samson,  contract  amendments and  negotiating  positions taken by them in their
effort to enforce  contracts with purchasers may not  necessarily  represent the
positions that the Program would take if it were to administer its own contracts
without involvement with other members of Samson. On the other hand,  management
believes that the Program's  negotiating strength and contractual positions have
been enhanced by virtue of its  affiliation  with Samson.  These  provisions are
similar to those contained in prospectuses and partnership  agreements for other
public oil and gas partnerships.

      Samson  Resources  Company,  an  affiliate  of  Dyco,  ("Resources")  owns
approximately  52% of the Program's  outstanding  Units as of March 1, 2002. The
Program Agreement permits Resources to independently vote its Units.  Resources'
majority Unit ownership will determine the outcome of any matter submitted for a
vote of the Limited Partners.




                                      -39-
<PAGE>




                                    PART IV

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

      (a)   Financial Statements, Financial Statement Schedules, and Exhibits.

            (1)   Financial  Statements:  The following financial statements for
                  the Program as of December 31, 2001 and 2000 and for the years
                  ended  December 31, 2001,  2000, and 1999 are filed as part of
                  this report:

                        Report of Independent Accountants
                        Balance Sheets
                        Statements of Operations
                        Statements of Changes in Partners' Capital
                        Statements of Cash Flows
                        Notes to Financial Statements

            (2)   Financial Statement Schedules:

                        None.

            (3)   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.

                  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



                                      -40-
<PAGE>



                        Annual  Report on Form 10-K for the year ended  December
                        31, 1991 on April 13, 1992 and is hereby incorporated by
                        reference.

                *23.1   Consent of Ryder Scott  Company,  L.P. for Dyco Oil and
                        Gas Program  1981-2  Limited Partnership.

                  All other Exhibits are omitted as inapplicable.


                  ------------------
                  *  Filed herewith.


      (b)   Reports on Form 8-K filed during the fourth quarter of 2001.

            None.




                                      -41-
<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

                                        March 25, 2002


                                    By:   //s// Dennis R. Neill
                                          ------------------------------
                                          Dennis R. Neill
                                          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//Dennis R. Neill       President and              March 25, 2002
     -------------------         Director (Principal
        Dennis R. Neill          Executive Officer)

     //s//Craig D. Loseke        Chief Financial            March 25, 2002
     -------------------         Officer (Principal
        Craig D. Loseke          Financial and
                                 Accounting Officer)

     //s//Judy K. Fox            Secretary                  March 25, 2002
     -------------------
        Judy K. Fox



                                      -42-
<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.

*23.1             Consent of  Ryder  Scott  Company,  L.P.  for Dyco Oil and Gas
                  1981-2 Limited Partnership.



------------------
*  Filed herewith.



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