<PAGE>

                             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, 1996

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.  Yes   X     No      (Disclosure is contained herein)
           -----     -----

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

     DOCUMENTS INCORPORATED BY REFERENCE:  None.
<PAGE>
<PAGE>
                             FORM 10-K405

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


                           TABLE OF CONTENTS



PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    6
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   10
     ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF   LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   10

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  . . . . . . .   13
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   20
     ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   32

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
     ITEM 10.  DIRECTORS   AND   EXECUTIVE   OFFICERS    OF   THE
               REGISTRANT . . . . . . . . . . . . . . . . . . . .   32
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   33
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   37
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   38

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   39
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   41

                                  ii
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                                PART I


ITEM 1.   BUSINESS

     General

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

     The limited  partnership agreement for the  Program (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  serves  as  General  Partner of  32  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,  the  "Samson
Companies")  are  engaged in  the  production and  development  of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties.   At December 31, 1996, the  Samson Companies
owned interests in approximately  16,000 oil and gas wells  located in
19 states of the United States  and Canada, Venezuela, and Russia.  At
December 31,  1996, the Samson Companies  operated approximately 2,600
oil and  gas wells  located  in 15  states of  the  United States  and
Canada, Venezuela, and Russia. 

     As a limited partnership, the Program has no officers, directors,
or employees.   It  relies instead  on the personnel  of Dyco  and the
other Samson Companies.   As of February 1, 1997, the Samson Companies
employed  approximately  780 persons.    No employees  are  covered by
collective  bargaining agreements,  and management  believes that  the
Samson Companies provide a sound  employee relations environment.  For
information  regarding the executive officers of Dyco, see "Item 10. -
Directors and Executive Officers of the Registrant."

                                   1
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     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.

                                   2
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<PAGE>
     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,  including,  but  not
limited to, the  Natural Gas Act of 1938 (the  "NGA"), the Natural Gas
Policy  Act of 1978 (the  "NGPA"), and regulations  promulgated by the
Federal Energy  Regulatory Commission (the "FERC") under  the NGA, the
NGPA, and other statutes.  The provisions of the  NGA and the NGPA, as
well as the  regulations thereunder,  are complex and  affect all  who
produce, resell,  transport, or  purchase gas, including  the Program.
Although  virtually all of the Program's gas production is not subject
to  price regulation, the NGA,  NGPA, and FERC  regulations affect the
availability of  gas transportation  services and  the ability of  gas
consumers  to continue  to  purchase or  use  gas at  current  levels.
Accordingly,  such  regulations  may  have a  material  effect  on the
Program's operations and projections of future oil and gas  production
and revenues.

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

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


     Significant Customers

     Purchases  of gas by El Paso Energy Marketing Company ("El Paso")
accounted for approximately 94.4%  of the Program's oil and  gas sales
during the year ended December 31, 1996.  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.

                                   3
<PAGE>
<PAGE>
     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 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.  The ability of the Program
to produce  and market oil and  gas profitably depends on  a number of
factors that  are beyond  the control of  the Program.   These factors
include  worldwide political instability  (especially in oil-producing
regions),  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),  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  oil  and  gas  industry  trends  cannot  be
accurately predicted or anticipated.

     The most  important variable affecting the  Program's revenues is
the prices  received for the sale  of oil and gas.   Predicting future
prices  is very  difficult.   Concerning past  trends, average  yearly
wellhead gas prices in the United States have been relatively volatile
for a  number of years.   For  the past  ten years,  such prices  have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below  prices received in the early 1980s.   Average gas prices in the
last several  months have,  however, been  somewhat higher  than those
yearly averages.  It is  not known whether this is a  short-term trend
or will lead to higher average gas prices on a longer-term basis.

     Substantially all of the Program's gas reserves are being sold in
the  "spot market."   Prices on  the spot  market are  subject to wide
seasonal  and   regional  pricing  fluctuations  due   to  the  highly
competitive nature of the spot market.  In addition,  such spot market
sales  are generally short-term in  nature and are  dependent upon the
obtaining  of transportation  services  provided by  pipelines.   Spot
prices  for the Program's  gas increased from  approximately $2.00 per
Mcf at  December 31, 1995 to  approximately $3.57 per Mcf  at December
31, 1996.   Such  prices were on  an MMBTU basis  and differ  from the
prices  actually received  by the  Program due  to transportation  and
marketing  costs,  BTU adjustments,  and  regional  price and  quality
differences.


                                   4
<PAGE>
<PAGE>
     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend  will  continue.   Prices  for the  Program's  oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices  for both oil and gas will likely be different from
(and  may be lower  than) the prices  in effect on  December 31, 1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher, than the yearly average price actually received by the Program
for at  least the following year.   In particular, it  should be noted
that  December 31, 1996 prices  were much higher  than year-end prices
for the last several  years and substantially higher than  the average
prices received in each of the last several years.  It is not possible
to predict whether the December 1996 pricing level is  indicative of a
new trend toward higher  energy prices or a short-term  deviation from
the recent history of low to moderate prices; therefore, management is
unable  to  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  maintains
insurance  coverage as  is customary  for entities  of a  similar size
engaged in operations similar to  that of the Program, but  losses can
occur  from  uninsurable risks  or in  amounts  in excess  of existing
insurance coverage.   The occurrence  of an  event which is  not fully
covered  by  insurance could  have a  material  adverse effect  on the
financial position and results of operations.

                                   5
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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, 1996. 

                          Well Statistics(1)
                        As of December 31, 1996

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

              Net productive wells(3):
                Oil                            .27
                Gas                           2.14
                                              ----
                  Total                       2.41

----------
(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
     expressed as whole numbers and fractions thereof.  For example, a
     15% leasehold interest in  a well represents one Gross  Well, but
     0.15 Net Well.


     Drilling Activities

     The Program participated  in no drilling activities  for the year
ended December 31, 1996. 


     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.  

                                   6
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                          Net Production Data

                                        Year Ended December 31,
                                     ----------------------------
                                       1996      1995      1994
                                     --------  --------  --------
Production:
  Oil (Bbls)(1)                           838     1,042     1,389
  Gas (Mcf)(2)                        212,647   217,111   186,160

Oil and gas sales:
  Oil                                $ 16,721  $ 16,155  $ 19,839
  Gas                                 442,081   293,175   282,540
                                      -------   -------   -------
    Total                            $458,802  $309,330  $302,379
                                      =======   =======   =======
Total direct operating expenses      $109,871  $145,795  $126,433
                                      =======   =======   =======

Direct operating expenses as a
  percentage of oil and gas sales       23.9%     47.1%     41.8%

Average sales price:
  Per barrel of oil                    $19.95    $15.50    $14.28
  Per Mcf of gas                         2.08      1.35      1.52

Direct operating expenses per 
  equivalent Mcf of gas(3)             $  .50    $  .65    $  .65

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

                                   7
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     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,
1996.  The  schedule of quantities of proved oil  and gas reserves was
prepared  by Dyco  in  accordance with  the  rules prescribed  by  the
Securities and Exchange  Commission (the "SEC").   As used  throughout
this  Annual  Report,  "proved  reserves" refers  to  those  estimated
quantities of crude  oil, 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, 1996.  Such prices were not escalated
except  in  certain circumstances  where  escalations  were fixed  and
readily   determinable  in   accordance   with   applicable   contract
provisions.  The  prices used by  Dyco in calculating the  net present
value attributable to the Program's proved reserves do not necessarily
reflect  market  prices  for  oil  and  gas  production  subsequent to
December 31, 1996.  Furthermore, gas  prices at December 31, 1996 were
much  higher than  the price  used for  determining the  Program's net
present value of proved reserves for the year ended  December 31, 1995
and  substantially higher  than  the average  prices  received by  the
Program in  each of the last several years.  There can be no assurance
that  the prices  used in  calculating the  net present  value  of the
Program's  proved  reserves at  December  31,  1996 will  actually  be
realized for such production.

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

                                   8
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                          Proved Reserves and
                          Net Present Values
                         From Proved Reserves

                        As of December 31, 1996

        Estimated proved reserves:
          Gas (Mcf)                           1,002,691
          Oil and liquids (Bbls)                  4,644

        Net present value
          (discounted at 10% per annum)      $1,617,655


     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, 1996, the Program's properties consisted of 19
gross  (2.41 net)  productive wells.   The  Program also owned  a non-
working interest in an additional 3  wells.  Affiliates of the Program
operate 14  (64%) of its  total wells.   As of December  31, 1996, the
Program  had estimated total proved  reserves of 1,002,691  Mcf of gas
and 4,644 barrels of oil, with  a net present value (discounted at 10%
per  annum)  of  estimated  future  net  cash  flow  of  approximately
$1,617,655.   Substantially all of  the Program's reserves are located
in the Anadarko  Basin of  western Oklahoma and  the Texas  panhandle,
which  is an  established oil  and gas  producing basin.   All  of the
Program's  properties are  located onshore  in the  continental United
States.

     As of December 31, 1996, the Program's properties in the Anadarko
Basin consisted of 18 gross (2.14  net) wells.  The Program also owned
a non-working  interest in an  additional 3 wells.   Affiliates of the
Program operate 13 (62%) of its total wells in the Anadarko Basin.  As
of  December 31, 1996, the Program had estimated total proved reserves
in  the Anadarko  Basin  of  approximately  916,540  Mcf  of  gas  and
approximately  2,509  barrels  of  crude  oil,  with  a  present value
(discounted  at 10% per  annum) of estimated  future net  cash flow of
approximately $1,452,734.

                                   9
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     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

     On November 12, 1992 Larry and Leona Beck filed a lawsuit against
Dyco and others in  which the plaintiffs alleged damages to their land
as a result of remediation operations  conducted on the Paul King #1-7
well.    (Beck  v. Trigg  Drilling  Company,  Inc.,  et al,  C-92-227,
District  Court  of Beckham  County, Oklahoma).    The Program  had an
approximate 5.7% interest in the  Paul King #1-7 well at the  time the
lawsuit  was filed.  The  lawsuit alleged claims  based on negligence,
private  nuisance,  public   nuisance,  trespass,  unjust  enrichment,
constructive fraud, and permanent injunctive relief, all in amounts to
be determined  at trial.    A trial  was conducted  in  the matter  on
February 22, 1994 in which the jury entered a verdict  in favor of the
plaintiffs  in the amount of approximately $5.5 million, consisting of
approximately $2.75 million in  actual damages and approximately $2.75
million in punitive damages.  The  Program's share of such verdict was
approximately $155,000 in actual  damages and approximately $31,000 in
punitive damages.   Following appeal, the case  was remanded for a new
trial in order to redetermine damages.  On December 23, 1996, prior to
such new trial, the case was settled at no cost to the Program. 

     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 1996.

                                  10
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                               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.

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

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

       1996:
         First Quarter          $142            $ -
         Second Quarter          142              -
         Third Quarter           135              -
         Fourth Quarter          105             30

       1997:
         First Quarter          $105            (1)

----------
(1)  To be declared in March 1997.


     The Program  has 6,074 Units outstanding  and approximately 1,877
limited partners of record.

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

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

                                                         December 31,
                                      --------------------------------------------------
                                        1996      1995      1994      1993       1992
                                      --------  --------  --------  --------  ----------
<S>                                   <C>       <C>       <C>       <C>       <C>
Summary of Operations:
  Oil and gas sales                   $458,802  $309,330  $302,379  $251,192  $387,382
  Total revenues                       472,730   319,042   305,850   279,816   453,570

  Lease operating expenses              77,241   124,768   101,276   153,291    29,270
  Production taxes                      32,630    21,027    25,157    18,497    22,269
  General and administrative
    expenses                            65,425    66,349    59,918    60,966    67,812
  Depreciation, depletion, and
    amortization of oil and gas
    properties                          28,657    31,503    65,664    34,189    46,909

  Net income                           268,777    75,395    53,835    12,873   287,310
    per Unit                                44        12         9         2        47
  Cash distributions                   182,220      -         -      637,770      -   
    per Unit                                30      -         -          105      -   

Summary Balance Sheet Data:
  Total assets                         586,573   523,826   448,324   336,293   869,529
  Partners' capital                    452,704   366,147   290,752   236,917   861,814

</TABLE>

                                               12
<PAGE>
<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 most
important  variable affecting  the  Program's revenues  is the  prices
received  for the sale  of oil and  gas.  Predicting  future prices is
very  difficult.  Concerning past  trends, average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the past ten years, such prices  have generally been in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in the  early 1980s.   Average gas prices  in the last  several months
have, however, been somewhat higher than those yearly averages.  It is
not known  whether this is a  short-term trend or will  lead to higher
average gas prices on a longer-term basis.

                                  13
<PAGE>
<PAGE>
     Substantially all of the Program's gas reserves are being sold in
the "spot  market."   Prices on  the spot market  are subject  to wide
seasonal  and   regional  pricing  fluctuations  due   to  the  highly
competitive nature of the spot market.   In addition, such spot market
sales  are generally short-term in  nature and are  dependent upon the
obtaining  of transportation  services  provided by  pipelines.   Spot
prices for the  Program's gas increased  from approximately $2.00  per
Mcf at  December 31, 1995 to  approximately $3.57 per  Mcf at December
31,  1996.  Such  prices were  on an MMBTU  basis and  differ from the
prices  actually  received by  the Program  due to  transportation and
marketing  costs,  BTU adjustments,  and  regional  price and  quality
differences.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend  will  continue.   Prices  for the  Program's  oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and  gas will likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher, than the yearly average price actually received by the Program
for at  least the following year.   In particular, it  should be noted
that  December 31, 1996 prices  were much higher  than year-end prices
for the last several  years and substantially higher than  the average
prices received in each of the last several years.  It is not possible
to predict  whether the December 1996 pricing level is indicative of a
new trend toward higher  energy prices or a short-term  deviation from
the recent history of low to moderate prices; therefore, management is
unable  to  predict  whether  future  oil  and  gas  prices  will  (i)
stabilize, (ii) increase, or (iii) decrease.

                                  14
<PAGE>
<PAGE>
     Results of Operations

                 Year Ended December 31, 1996 Compared
                     to Year Ended December, 1995
                 -------------------------------------

     Total oil and gas  sales increased $149,472 (48.3%) for  the year
ended  December 31,  1996 as compared  to the year  ended December 31,
1995.   Of  this increase,  approximately $158,000  was related  to an
increase  in the  average price  of gas  sold, partially  offset by  a
decrease of approximately $9,000  related to a decrease in  volumes of
gas sold.  Volumes of oil and gas sold decreased 204 barrels and 4,464
Mcf, respectively, for the year ended December 31, 1996 as compared to
the year ended December 31, 1995.  The decrease in volumes of oil sold
resulted primarily from normal declines  in production on three  wells
due to diminished oil reserves.  Average  oil and gas prices increased
to $19.95  per barrel and  $2.08 per Mcf,  respectively, for  the year
ended December  31, 1996  from $15.50 per  barrel and  $1.35 per  Mcf,
respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production  taxes) decreased $35,924 (24.6%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.   This decrease resulted  primarily from (i)  the reversal of  a
$20,000 accrual  during the  year ended December  31, 1996 due  to the
conclusion of a certain legal contingency in favor of the Program (see
"Item 3.   Legal Proceedings") and (ii)  a decrease in general  repair
and  maintenance  expenses  on several  wells  during  the year  ended
December  31, 1996 as  compared to the  year ended December  31, 1995,
partially  offset by an  increase in production  taxes associated with
the  increase in oil and gas sales  during the year ended December 31,
1996 as compared to the year ended December 31, 1995.  As a percentage
of oil and gas sales,  these expenses decreased to 23.9% for  the year
ended December 31,  1996 from 47.1%  for the year  ended December  31,
1995.   This  percentage  decrease was  primarily  due to  the  dollar
decrease in production  expenses discussed above and  the increases in
the average prices of oil and gas sold during the  year ended December
31, 1996 as compared to the year ended December 31, 1995.  

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
properties decreased  $2,846 (9.0%)  for the  year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted primarily from an increase in oil and gas prices  used in the
valuation of  reserves at December 31,  1996.  As a  percentage of oil
and gas  sales, this  expense  decreased to  6.2% for  the year  ended
December 31,  1996 from 10.2%  for the year  ended December 31,  1995.
This percentage decrease  was primarily  due to the  increases in  the
average prices  of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.

                                  15
<PAGE>
<PAGE>
     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses decreased to 14.3% for the  year ended December 31, 1996 from
21.4% for the year ended December 31,  1995.  This percentage decrease
was primarily due to the increase in oil and gas sales during the year
ended  December 31, 1996  as compared to  the year ended  December 31,
1995 discussed above.

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

     Total  oil and  gas sales  increased $6,951  (2.3%) for  the year
ended December  31, 1995 as  compared to  the year ended  December 31,
1994.    Of this  increase, approximately  $42,000  was related  to an
increase in volumes of  gas sold and approximately $2,000  was related
to an increase in the average price of oil sold, partially offset by a
decrease of approximately $32,000 related to a decrease in the average
price of gas sold and a  decrease of approximately $5,000 related to a
decrease in  volumes of oil sold.   Volumes of oil  sold decreased 347
barrels, while volumes of gas  sold increased 30,951 Mcf for the  year
ended December 31,  1995 as compared  to the year  ended December  31,
1994.  The increase in volumes of gas sold resulted primarily from (i)
the shutting  in of one well  during the year ended  December 31, 1994
which resulted  in increased pressure  on the well,  thereby improving
the  well's production capabilities in 1995 and (ii) a recompletion on
another  well  during   the  year  ended   December  31,  1995   which
significantly improved  the well's production  capabilities during the
remainder  of the year, partially  offset by a  negative gas balancing
adjustment  on another well during  the year ended  December 31, 1995.
Average  gas prices  decreased to  $1.35 per  Mcf for  the year  ended
December 31, 1995 from $1.52  per Mcf for the year ended  December 31,
1994,  while the  average price of  oil sold  increased to  $15.50 per
barrel for the year ended December 31, 1995 from $14.28 per barrel for
the year ended December 31, 1994.  

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes) increased $19,362 (15.3%) for the year
ended  December 31, 1995  as compared to  the year ended  December 31,
1994.  This increase  resulted primarily from the increase  in volumes
of gas sold during the year ended December 31, 1995 as compared to the
year  ended  December 31,  1994, partially  offset  by an  accrual for
certain legal contingencies during  the year ended December 31,  1994.
As  a percentage  of oil and  gas sales,  these expenses  increased to
47.1% for the  year ended December  31, 1995 from  41.8% for the  year
ended December 31,  1994.   This percentage increase  was primarily  a
result  of the increase in  oil and gas  production expenses discussed
above and the  decrease in the  average price of  gas sold during  the
year ended  December 31, 1995  as compared to the  year ended December
31, 1994.

                                  16
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties  decreased $34,161 (52.0%) for the  year ended December 31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was primarily  a result of a  significant increase in the  estimate of
remaining gas reserves  at December 31, 1995.  As  a percentage of oil
and gas  sales, this expense  decreased to  10.2% for  the year  ended
December  31, 1995 from  21.7% for the  year ended December  31, 1994.
This percentage decrease was primarily a result of the increase in the
estimate of remaining gas reserves discussed above.  

     General and administrative expenses increased  $6,431 (10.7%) for
the  year  ended December  31,  1995 as  compared  to  the year  ended
December  31, 1994.  This increase resulted primarily from an increase
in both professional fees and printing and postage expenses during the
year ended  December 31, 1995 as  compared to the year  ended December
31, 1994.   As  a  percentage of  oil and  gas  sales, these  expenses
increased to 21.4% for the year ended December 31, 1996 from 19.8% for
the  year ended  December  31, 1994.    This percentage  increase  was
primarily  a result  of the  dollar increase  in general  and adminis-
trative expenses discussed above.


     Liquidity and Capital Resources 

     Net proceeds from operations less necessary operating capital are
distributed to the  limited partners on a quarterly basis.   See "Item
5. Market for  the Registrant's Limited Partnership  Units and Related
Limited  Partner Matters."  The  net proceeds from  production are not
reinvested  in productive assets, except to  the extent that producing
wells  are  improved, or  where methods  are  employed to  permit more
efficient  recovery  of  reserves,  thereby resulting  in  a  positive
economic  impact.   Assuming  production  levels  for the  year  ended
December 31, 1996, the Program's proved reserve quantities at December
31, 1996 would have a life of approximately 4.7 years for gas reserves
and  5.5 years for oil reserves.  However, since the Program's reserve
estimates are based on oil and gas  prices at December 31, 1996, it is
possible  that a  significant  decrease in  oil  and gas  prices  from
December  31,  1996  levels  will  reduce  such  reserves   and  their
corresponding life-span.

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

                                  17
<PAGE>
<PAGE>
     The Samson Companies are  currently in the process  of evaluating
certain oil and gas properties owned by the Program and other entities
of  the  Samson Companies.   As  a result  of  such evaluation,  it is
expected  that certain  of  these properties  will  be placed  in  bid
packages and offered  for sale during the  first half of 1997.   It is
likely  that  the  Program  will  have  an  interest  in some  of  the
properties being sold.   It is currently  estimated that the value  of
such sales, as a percentage  of total proved reserves of  the Program,
will range from 1% to 10%.

     The  decision to accept  any offer for the  purchase of a Program
property will be  made by Dyco  after giving due consideration  to the
offer  price  and Dyco's  estimate  of both  the  property's remaining
proved reserves and  future operating  costs.  Net  proceeds from  the
sale of  any such properties  will be  distributed to the  Program and
will   be  included   in  the  calculation   of  the   Program's  cash
distributions  for  the quarter  immediately  following the  Program's
receipt of the proceeds.

     Following  completion  of any  sale,  the  Program's quantity  of
proved  reserves will  be  reduced.   It  is  also  possible that  the
Program's  repurchase  values  and  future  cash  distributions  could
decline as a result of a reduction  of the Program's reserve base.  On
the other  hand,  Dyco believes  there  will be  beneficial  operating
efficiencies  related to the Program's remaining properties.   This is
primarily due to  the fact  that the properties  being considered  for
sale are more likely to  bear a higher ratio of operating  expenses as
compared  to  reserves than  the properties  not being  considered for
sale.  The  net effect of such property sales  is difficult to predict
as of the date of this Annual Report.

     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.   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.   If the
Program  sells any of its properties as discussed above, the Program's
quantity of proved reserves will be reduced; therefore, it is possible
that the Program's future cash distributions could decline as a result
of a reduction of the Program's reserve base.


                                  18
<PAGE>
<PAGE>
     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 1996.  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."  

                                  19
<PAGE>
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP


     We  have audited the financial statements of the Dyco Oil and Gas
Program 1981-2  Limited Partnership (a Minnesota  limited partnership)
as  listed in  Item  14(a) of  this Annual  Report.   These  financial
statements are the  responsibility of the  Program's management.   Our
responsibility is  to express an opinion on these financial statements
based on our audits.

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

     In  our  opinion,  the  financial statements  referred  to  above
present fairly,  in all material  respects, the financial  position of
the  Dyco Oil and Gas  Program 1981-2 Limited  Partnership at December
31, 1996  and 1995, and the  results of its operations  and cash flows
for  each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.  




                                   COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 10, 1997 

                                  20
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1996 and 1995


                                ASSETS
                                ------
                                                 1996      1995
                                               --------  --------
CURRENT ASSETS:
  Cash and cash equivalents                    $272,066  $245,084
  Accrued oil and gas sales, including
    $58,366 at 1995 due from
    related parties (Note 2)                    116,046    62,818
                                                -------   -------
  Total current assets                         $388,112  $307,902

NET OIL AND GAS PROPERTIES, utilizing the
  full cost method                              155,188   164,698

DEFERRED CHARGE                                  43,273    51,226
                                                -------   -------
                                               $586,573  $523,826
                                                =======   =======

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

CURRENT LIABILITIES:
  Accounts payable                             $  9,896  $ 29,391
                                                -------   -------
    Total current liabilities                  $  9,896  $ 29,391

ACCRUED LIABILITY                               123,973   128,288

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 74 Units                         4,527     3,661
  Limited Partners, issued and
    outstanding, 6,000 Units                    448,177   362,486
                                                -------   -------
    Total Partners' Capital                    $452,704  $366,147
                                                -------   -------
                                               $586,573  $523,826
                                                =======   =======

                The accompanying notes are an integral
                  part of these financial statements.
                                  21
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994


                                       1996      1995      1994
                                     --------  --------  --------
REVENUES:
  Oil and gas sales, including
    $289,835 and $273,334
    of sales to related parties
    in 1995 and 1994 (Note 2)        $458,802  $309,330  $302,379
  Interest                             13,928     9,712     3,471
                                      -------   -------   -------

                                     $472,730  $319,042  $305,850

COSTS AND EXPENSES:
  Lease operating                    $ 77,241  $124,768  $101,276
  Production Taxes                     32,630    21,027    25,157
  Depreciation, depletion, and
    amortization of oil and
    gas properties                     28,657    31,503    65,664
  General and administrative           65,425    66,349    59,918
                                      -------   -------   -------

                                     $203,953  $243,647  $252,015
                                      -------   -------   -------

NET INCOME                           $268,777  $ 75,395  $ 53,835
                                      =======   =======   =======

GENERAL PARTNER (1%) - NET INCOME    $  2,688  $    754  $    538
                                      =======   =======   =======

LIMITED PARTNERS (99%) - NET INCOME  $266,089  $ 74,641  $ 53,297
                                      =======   =======   =======

NET INCOME per Unit                  $     44  $     12  $      9
                                      =======   =======   =======

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

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

                                  22
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 LIMITED PARTNERSHIP
                    Statements of Partners' Capital
         For the Years Ended December 31, 1996, 1995, and 1994


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

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

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

Balances at December 31, 1995     $3,661    $362,486    $366,147
  Cash distributions             ( 1,822)  ( 180,398)  ( 182,220)
  Net income                       2,688     266,089     268,777
                                   -----     -------     -------

Balances at December 31, 1996     $4,527    $448,177    $452,704
                                   =====     =======     =======

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

                                  23
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-2 LIMITED PARTNERSHIP
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                       1996        1995        1994
                                    ----------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                         $268,777    $ 75,395    $ 53,835
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties               28,657      31,503      65,664
    Increase in accrued 
      oil and gas sales             (  53,228)  (  11,623)  (  20,171)
    (Increase) decrease in
      deferred charge                   7,953       9,345   (  60,571)
    Decrease in payable
      to General Partner                 -           -      (  11,000)
    Increase (decrease) in 
      accounts payable              (  19,495)      1,855      20,253
    Increase (decrease) in gas
      imbalance payable                  -      (   9,730)        207
    Increase (decrease) in 
      accrued liability             (   4,315)      7,982      48,736
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $228,349    $104,727    $ 96,953
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of oil
    and gas properties               $  1,354    $     41    $  2,899
  Additions to oil and gas 
    properties                      (  20,501)  (  22,963)  (  14,615)
                                      -------     -------     -------
  Net cash used by
    investing activities            ($ 19,147)  ($ 22,922)  ($ 11,716)
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                ($182,220)   $   -       $   -
                                      -------     -------     -------
  Net cash used by financing 
    activities                      ($182,220)   $   -       $   -
                                      -------     -------     -------
NET INCREASE IN CASH AND
  CASH EQUIVALENTS                   $ 26,982    $ 81,805    $ 85,237

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                 245,084     163,279      78,042
                                      -------     -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                      $272,066    $245,084    $163,279
                                      =======     =======     =======

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

                                  24
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                     Notes to Financial Statements
         For the Years Ended December 31, 1996, 1995, and 1994


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

     The  Dyco  Oil and  Gas Program  1981-2 Limited  Partnership (the
     "Program"), a Minnesota limited partnership, commenced operations
     on  June 1,  1981.   Dyco Petroleum  Corporation ("Dyco")  is the
     General  Partner  of the  Program.    Affiliates  of  Dyco  owned
     2,595.25 (42.7%) of the Program's Units at December 31, 1996.

     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
     the obtaining of transportation services provided by pipelines.  


     Cash and Cash Equivalents

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


     Credit Risk

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

                                  25
<PAGE>
<PAGE>
     Oil and Gas Properties 

     Oil  and gas  operations are  accounted for  using the  full cost
     method of  accounting.   All productive and  non-productive costs
     associated with  the acquisition, exploration, and development of
     oil and  gas  reserves are  capitalized.   Capitalized costs  are
     depleted on the  gross revenue method  using estimates of  proved
     reserves.  The full cost amortization rates per equivalent Mcf of
     gas  produced during the years ended December 31, 1996, 1995, and
     1994 were $0.13, $0.14,  and $0.34, respectively.   The Program's
     calculation   of   depre-ciation,  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.   In addition, the SEC
     rules  provide that if prices decline subsequent to year end, any
     excess  that results from these  declines may also  be charged to
     expense during  the  current year.    Sales and  abandonments  of
     properties are accounted for  as adjustments of capitalized costs
     with no  gain or loss  recognized, unless such  adjustments would
     significantly  alter the  relationship between  capitalized costs
     and proved oil and gas reserves.  


     Deferred Charge  

     The  Deferred Charge  at December  31,  1996 and  1995 represents
     costs   deferred  for   lease  operating  expenses   incurred  in
     connection  with   the  Program's  underproduced   gas  imbalance
     position.   At  December 31,  1996,  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 104,022
     Mcf, resulting  in prepaid  lease operating expenses  of $43,273.
     At  December  31, 1995,  cumulative total  gas sales  volumes for
     underproduced wells  were less than the  Program's pro-rata share
     of  total  gas  production  from  these  wells  by  108,415  Mcf,
     resulting in prepaid lease operating expenses of $51,226.  

                                  26
<PAGE>
<PAGE>
     Accrued Liability  

     The  Accrued Liability at  December 31, 1996  and 1995 represents
     charges  accrued  for   lease  operating  expenses  incurred   in
     connection   with  the   Program's  overproduced   gas  imbalance
     position.   At  December 31,  1996,  cumulative total  gas  sales
     volumes for  overproduced wells  exceeded the  Program's pro-rata
     share  of total gas production  from these wells  by 298,011 Mcf,
     resulting in  accrued lease operating  expenses of $123,973.   At
     December  31,  1995,  cumulative  total  gas  sales  volumes  for
     overproduced wells exceeded the Program's pro-rata share of total
     gas  production from  these wells  by  271,509 Mcf,  resulting in
     accrued lease operating expenses of $128,288.


     Oil and Gas Sales 

     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 income 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 income
     unless  total  sales from  the well  have exceeded  the Program's
     share of estimated total gas reserves underlying the  property at
     which time such excess is  recorded as a liability.   At December
     31, 1996 and 1995, no such liability was recorded.  

     Use of Estimates in Financial Statements

     The  preparation  of  financial  statements  in  conformity  with
     generally  accepted accounting principles  requires management to
     make estimates  and assumptions that affect  the reported amounts
     of assets and liabilities and disclosure of contingent assets and
     liabilities at  the  date of  the  financial statements  and  the
     reported amounts  of revenues  and expenses during  the reporting
     period.    Actual  results  could differ  from  those  estimates.
     Further,  accrued oil and gas sales, the deferred charge, and the
     accrued liability  all involve estimates  which could  materially
     differ from the actual amounts ultimately realized or incurred in
     the  near term.  The litigation, for which a contingent liability
     was  accrued in a prior period in the amount of $20,000, resulted
     in  no  liability to  the Program  and  the accrual  was reversed
     during the  year ended December 31,  1996.  Oil and  gas reserves
     (see  Note  4) also  involve  significant  estimates which  could
     materially differ from the actual amounts ultimately realized.

                                  27
<PAGE>
<PAGE>
     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.


2.   TRANSACTIONS WITH RELATED PARTIES 

     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, 1996,
     1995,  and  1994, such  expenses  totaled  $65,425, $66,349,  and
     $59,918,  respectively, of  which $47,952 was  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.

     During 1994 and 1995 the Program sold gas at market  prices to El
     Paso  Energy Marketing  Company,  formerly known  as Premier  Gas
     Company ("El Paso").   El Paso, like other similar  gas marketing
     firms,  then resold such gas  to third parties  at market prices.
     El Paso was  an affiliate of the Program  until December 6, 1995.
     During  1995 and 1994, these sales totaled $289,835 and $273,334,
     respectively.   At December 31,  1995, accrued oil  and gas sales
     included $58,366 due from El Paso.


3.   MAJOR CUSTOMERS

     The following purchaser individually  accounted for more than 10%
     of  the combined oil and  gas sales (excluding  the gas imbalance
     adjustment) of the Program for the years ended December 31, 1996,
     1995, and 1994:


             Purchaser       1996     1995     1994
             ---------       -----    -----    -----

             El Paso         94.4%    93.7%    90.4%

                                  28
<PAGE>
<PAGE>
     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 were as follows:


                                            December 31,
                                    ----------------------------
                                          1996         1995
                                    -------------  -------------
     Proved properties               $39,738,952    $39,719,805

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

                                     $39,738,952    $39,719,805

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance          ($39,583,764)  ($39,555,107)
                                      ----------     ----------

     Net oil and gas properties      $   155,188    $   164,698
                                      ==========     ==========


     Costs Incurred

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

                                  29
<PAGE>
<PAGE>
                                         December 31,
                                   -------------------------
                                    1996     1995     1994
                                   -------  -------  -------

     Acquisition of properties     $  -     $  -     $  -
     Exploration costs                -        -        -
     Development costs              20,501   22,963   14,615
                                    ------   ------   ------

     Total costs incurred          $20,501  $22,963  $14,615
                                    ======   ======   ======

                                  30
<PAGE>
<PAGE>
Quantities of Proved Oil and Gas Reserves - Unaudited
<TABLE>
<CAPTION>
Set forth below is a summary of the changes in the net quantities of the Program's proved crude
oil and gas  reserves for the years ended  December 31, 1996, 1995, and 1994.   Proved reserves
were estimated by petroleum  engineers employed by  affiliates of Dyco.   All of the  Program's
reserves are located in the United States.


                                       1996                   1995                  1994
                               --------------------    ------------------    ------------------
                                 Oil        Gas          Oil       Gas         Oil       Gas
                               (Bbls)      (Mcf)       (Bbls)     (Mcf)      (Bbls)     (Mcf)
                               -------  -----------    -------  ---------    -------  ---------
<S>                            <C>      <C>            <C>      <C>          <C>      <C>              
Proved reserves,
  beginning of year              4,029   1,222,493      1,914      736,836    3,188    891,714

Revisions of previous
  estimates                      1,337  (    9,251)     3,157      702,768      115     31,282

Sales of reserves                 -           -          -            -        -          -

Extensions and
  discoveries                      116       2,096       -            -        -          -

Production                      (  838) (  212,647)    (1,042)  (  217,111)  (1,389)  (186,160)
                                 -----   ---------      -----    ---------    -----    -------
Proved reserves,
  end of year                    4,644   1,002,691      4,029    1,222,493    1,914    736,836
                                 -----   ---------      =====    =========    =====    =======
Proved developed reserves:
  Beginning of year              4,029   1,222,493      1,914      736,836    3,188    891,714
                                 -----   ---------      -----    ---------    -----    -------
  End of year                    4,644   1,002,691      4,029    1,222,493    1,914    736,836
                                 =====   =========      =====    =========    =====    =======
</TABLE>

                                               31
<PAGE>
<PAGE>
     The  process  of  estimating oil  and  gas  reserves is  complex,
     requiring significant  subjective decisions in the  evaluation of
     available geological,  engineering, and  economic  data for  each
     reservoir.    The   data  for  a   given  reservoir  may   change
     substantially  over time  as  a result  of,  among other  things,
     additional   development   activity,   production  history,   and
     viability of  production under varying economic  conditions; con-
     sequently, it  is reasonably possible that  material revisions to
     existing  reserve  estimates  may   occur  in  the  near  future.
     Although every reasonable effort has been made to ensure that the
     reserve  estimates  reported herein  represent the  most accurate
     assessment possible, the significance of the subjective decisions
     required and  variances in available data  for various reservoirs
     make these estimates generally  less precise than other estimates
     presented in connection with financial statement disclosures.


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

     None.

                               PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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


           NAME        AGE         POSITION WITH DYCO
     ----------------  ---  --------------------------------
     Dennis R. Neill    44  President and Director

     Patrick M. Hall    38  Chief Financial Officer

     Judy K. Fox        45  Secretary

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

                                  32
<PAGE>
<PAGE>
     Dennis  R. Neill joined the  Samson Companies 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 the Samson
Companies,  he  was  associated with  a  Tulsa  law  firm, Conner  and
Winters, where his principal practice was in  the securities area.  He
received  a Bachelor of Arts degree in political science from Oklahoma
State University and a  Juris Doctorate degree from the  University of
Texas.   Mr.  Neill also  serves as  Senior  Vice President  of Samson
Investment  Company;  President  and  Director  of  Samson  Properties
Incorporated, Samson Hydrocarbons Company, Geodyne Resources, Inc. and
its subsidiaries,  Berry Gas Company,  Circle L Drilling  Company, and
Compression,  Inc.;  and  President  and  Chairman  of  the  Board  of
Directors of Samson Securities Company.

     Patrick M. Hall joined the Samson  Companies in 1983, was named a
Vice President of Dyco on June 18, 1991, and was named Chief Financial
Officer  of Dyco  on  June 30,  1996.   Prior  to  joining the  Samson
Companies he was a senior  accountant with Peat Marwick Main &  Co. in
Tulsa.   He  holds a  Bachelor of  Science  degree in  accounting from
Oklahoma State University and  is a Certified Public Accountant.   Mr.
Hall  also  serves as  Senior Vice  President  - Controller  of Samson
Investment Company.

     Judy K.  Fox joined the  Samson Companies in  1990 and was  named
Secretary  of Dyco  on June  30, 1996.   Prior  to joining  the Samson
Companies,  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.,   Geodyne  Resources,   Inc.  and   its
subsidiaries,  Samson  Hydrocarbons  Company,  and  Samson  Properties
Incorporated.


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, 1996:


                                  33
<PAGE>
<PAGE>
         Compensation/Reimbursement to Dyco and its affiliates
                  Three Years Ended December 31, 1996


   Type of Compensation/Reimbursement(1)          Expense
   -------------------------------------  ------------------------
                                           1996    1995    1994
                                          ------- ------- -------
   Compensation:
     Operations                           $   (2) $   (2) $   (2)
     Gas Marketing                        $   (3) $   (3) $   (3)

   Reimbursements:
     General and Administrative, 
       Geological, and Engineering
       Expenses and Direct
       Expenses(4)                        $47,952 $47,952 $47,952

----------

(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.   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)  During 1994  and 1995 El Paso, an  affiliate of the Program until
     December 6, 1996,  purchased a  portion of the  Program's gas  at
     market  prices and resold such  gas at market  prices directly to
     end-users and local distribution companies.   For the years ended
     December  31,  1995  and  1994,  the  Program  sold $289,835  and
     $273,334, respectively, of  gas to  El Paso.   After December  6,
     1995 the Program's gas  was marketed by Dyco and  its affiliates,
     who  were   reimbursed  for   such  activities  as   general  and
     administrative expenses.

                                  34
<PAGE>
<PAGE>
(4)  The Program reimburses Dyco and its affiliates for reasonable and
     necessary general and administrative, geological, and engineering
     expenses and  direct expenses  incurred in connection  with their
     management  and  operation  of   the  Program.    The  directors,
     officers, and  employees of  Dyco and  its affiliates  receive no
     direct  remuneration from the  Program for their  services to the
     Program.  See "Salary Reimbursement Table" below.  The  allocable
     general and administrative,  geological, and engineering expenses
     are  apportioned  on a  reasonable  basis  between the  Program's
     business and  all other oil  and 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.  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, 1996:

                                  35
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                      Salary Reimbursement
                              Three Years Ended December 31, 1996

                                                         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>  
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $26,134     -       -         -            -          -         -
                  1995   $26,182     -       -         -            -          -         -
                  1996   $28,052     -       -         -            -          -         -
---------------

(1)  Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2)  The  general and administrative  expenses paid by  the Program and  attributable to salary
     reimbursements do not include any salary or other compensation attributable  to Mr. Tholen
     or Mr. Neill.
(3)  Mr. Neill became President of Dyco on June 30, 1996.
(4)  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>

                                               36
<PAGE>
<PAGE>
     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1996, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services to affiliated and unaffiliated parties in the industry.  Such
companies  may have provided equipment and services for wells in which
the  Program has  an  interest.   These  equipment and  services  were
provided  at prices  or rates  equal  to or  less than  those normally
charged in  the same  or comparable  geographic  area by  unaffiliated
persons or companies dealing  at arm's length.  The operators of these
wells  bill the  Program for a  portion of  such costs  based upon the
Program's interest in the well.


ITEM 12.  SECURITY   OWNERSHIP  OF   CERTAIN  BENEFICIAL   OWNERS  AND
          MANAGEMENT

     The  following table  provides information  as to  the beneficial
ownership of  the  Program's Units  as  of January  31,  1997 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           2,595.25     (42.7%)

     All directors, officers, and 
       affiliates of Dyco as a group
       and Dyco (5 persons)             2,595.25     (42.7%)


     To the best  knowledge of  the Program  and Dyco,  there were  no
officers,  directors,  or 5%  owners  who  were  delinquent filers  of
reports  required under section 16  of the Securities  Exchange Act of
1934.
                                  37
<PAGE>
<PAGE>
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 agreements for other public
oil and gas partnerships.   Broad discretion as to  general management
of  the Program  involves circumstances  where  Dyco has  conflicts of
interest  and  where   it  must  allocate   costs  and  expenses,   or
opportunities, among the Program and other competing interests. 

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

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

                                  38
<PAGE>
<PAGE>
     For  a description  of  certain other  relationships and  related
transactions see Item 11. Executive Compensation."


                                PART IV

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

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

          (1)  Financial    Statements:   The    following   financial
               statements for the Program as  of December 31, 1996 and
               1995 and for the years  ended December 31, 1996,  1995,
               and 1994 are filed as part of this report:

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

          (2)  Financial Statement Schedules:

                    None.

          (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.

                                  39
<PAGE>
<PAGE>
               4.4  Certificate  of  Limited Partnership,  as amended,
                    for  Dyco  Oil  and  Gas  Program  1981-2  Limited
                    Partnership  filed as Exhibit 4.4 to Annual Report
                    on Form 10-K  for the year ended December 31, 1991
                    on April  13, 1992  and is hereby  incorporated by
                    reference.

              *27.1 Financial Data Schedule containing  summary finan-
                    cial information  extracted from the Dyco  Oil and
                    Gas Program 1981-2 Limited Partnership's financial
                    statements  as of  December 31,  1996 and  for the
                    year ended December 31, 1996.  

               All other Exhibits are omitted as inapplicable. 


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


     (b)  Reports on Form 8-K for the fourth quarter of 1996.

          None.

                                  40
<PAGE>
<PAGE>
                              SIGNATURES

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

                              DYCO OIL AND GAS PROGRAM 1981-2 
                              LIMITED PARTNERSHIP

                              By:  DYCO PETROLEUM CORPORATION
                                   General Partner
                                   February 20, 1997


                              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          Feb. 20, 1997 
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     Chief Financial        Feb. 20, 1997
     -------------------    Officer (Principal
        Patrick M. Hall     Financial and  
                            Accounting Officer)

     /s/Judy K. Fox         Secretary              Feb. 20, 1997
     -------------------
        Judy K. Fox


                                  41
<PAGE>
<PAGE>
                           INDEX TO EXHIBITS


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

4.1            Drilling Agreement dated June 5, 1981 for Dyco Drilling
               Program 1981-2 by and between  Dyco Oil and Gas Program
               1981-2,  Dyco Petroleum  Corporation, and Jaye  F. Dyer
               filed as Exhibit 4.1  to Annual Report on Form 10-K for
               the  year ended December 31, 1991 on April 13, 1992 and
               is hereby incorporated by reference.

4.2            Program Agreement dated June 5,  1981 for Dyco Oil  and
               Gas  Program  1981-2  by  and  between  Dyco  Petroleum
               Corporation and the  Participants filed as  Exhibit 4.2
               to  Annual  Report on  Form  10-K  for the  year  ended
               December  31,  1991 on  April  13, 1992  and  is hereby
               incorporated by reference.

4.3            Amendment  to Program  Agreement for  Dyco Oil  and Gas
               Program 1981-2 dated February  9, 1989 filed as Exhibit
               4.3  to Annual Report on  Form 10-K for  the year ended
               December  31,  1991 on  April  13, 1992  and  is hereby
               incorporated by reference.

4.4            Certificate  of  Limited Partnership,  as  amended, for
               Dyco  Oil and  Gas  Program 1981-2  Limited Partnership
               filed  as Exhibit 4.4 to Annual Report on Form 10-K for
               the  year ended December 31, 1991 on April 13, 1992 and
               is hereby incorporated by reference.

*27.1          Financial  Data  Schedule containing  summary financial
               information extracted from the Dyco Oil and Gas Program
               1981-2 Limited Partnership's financial statements as of
               December 31, 1996 and  for the year ended  December 31,
               1996.  


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


                                  42
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