<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 0-10442

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

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

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

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

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

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

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

     Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant to  Item 405 of Regulation  S-K is not contained  herein, and
will  not  be contained,  to the  best  of registrant's  knowledge, in
definitive proxy or  information statements incorporated  by reference
in Part  III of this Form  10-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 1981-1
                   (a Minnesota limited partnership)

                           TABLE OF CONTENTS

PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    5
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   11
     ITEM 4.   SUBMISSION  OF   MATTERS  TO  A  VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   11

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     ITEM 5.   MARKET  FOR  THE REGISTRANT'S  LIMITED PARTNERSHIP
               UNITS AND RELATED LIMITED PARTNER MATTERS  . . . .   12
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   13
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   14
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   21
     ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   33

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33
     ITEM 10.  DIRECTORS   AND   EXECUTIVE   OFFICERS    OF   THE
               REGISTRANT . . . . . . . . . . . . . . . . . . . .   33
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   34
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   38
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
               TRANSACTIONS . . . . . . . . . . . . . . . . . . .   39

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   40

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

                                  ii
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<PAGE>
                                PART I


ITEM 1.   BUSINESS

     General

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

     The limited  partnership agreement for the  Program (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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<PAGE>
     Dyco's and the Program's  principal place of business  is located
at  Samson Plaza, Two West  Second Street, Tulsa,  Oklahoma 74103, and
their telephone number is (918) 583-1791 or (800) 283-1791.

     Funding

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

     Principal Products Produced and Services Rendered

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

     Oil, Gas, and Environmental Control Regulations

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

                                   2
<PAGE>
<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 97.9%  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 not fully covered by
insurance  could  have a  material  adverse  effect on  the  Program's
financial position and results of operations.  


                                   5
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<PAGE>
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                             17  
                                                --
                  Total                         18  

              Net productive wells(3):
                Oil                            .60    
                Gas                           1.17    
                                              ----
                  Total                       1.77    

----------

(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.

                                     6
<PAGE>
     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.  

                          Net Production Data

                                        Year Ended December 31,
                                     ----------------------------
                                       1996      1995      1994
                                     --------  --------  --------

Production:
  Oil (Bbls)(1)                           225       651     1,702
  Gas (Mcf)(2)                        113,975   173,930   173,376

Oil and gas sales:
  Oil                                $  4,306  $ 10,124  $ 23,109
  Gas                                 244,901   230,127   291,603
                                      -------   -------   -------
    Total                            $249,207  $240,251  $314,712
                                      =======   =======   =======
Total direct operating expenses      $121,755  $118,744  $125,278
                                      =======   =======   =======
Direct operating expenses as a 
  percentage of oil and gas sales       48.9%     49.4%     39.8%


                                   7
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Average sales price:
  Per barrel of oil                    $19.14    $15.55    $13.58
  Per Mcf of gas                         2.15      1.32      1.68

Direct operating expenses per
  equivalent Mcf of gas(3)             $ 1.06    $  .67    $  .68

----------

(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.


     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.

                                   8
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     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 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. 


                          Proved Reserves and
                           Net Present Value
                         From Proved Reserves
                        As of December 31, 1996

Estimated proved reserves:
  Gas (Mcf)                                               393,628
  Oil and liquids (Bbls)                                    6,894

Net present value (discounted at 10% per annum)          $744,232


                                   9
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<PAGE>
     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 18
gross  (1.77 net) productive  wells.   The Program  also owned  a non-
working interest in an additional 11 wells.  Affiliates of the Program
operate 13 (45%)  of its total  wells.  As of  December 31, 1996,  the
Program had estimated  total proved reserves of 393,628 Mcf of gas and
6,894 barrels  of oil,  with a  present value  (discounted at  10% per
annum) of estimated future  net cash flow of $744,232.   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 17 gross (1.17  net) wells.  The Program also owned
a non-working interest in  an additional 11 wells.   Affiliates of the
Program operate 12  (43%) of its  total Anadarko Basin  wells.  As  of
December  31, 1996, the Program had estimated total proved reserves in
the  Anadarko   Basin  of  approximately   393,628  Mcf  of   gas  and
approximately  3,301  barrels  of  crude  oil, with  a  present  value
(discounted  at 10% per  annum) of estimated  future net cash  flow of
approximately $731,727.  


     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.  

                                  10
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<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     On November 12, 1992 Larry and Leona Beck filed a lawsuit against
Dyco and others in which the  plaintiffs alleged damages to their land
as a result of remediation operations conducted  on the Paul King #1-7
well.    (Beck  v. Trigg  Drilling  Company,  Inc.,  et al,  C-92-227,
District  Court  of Beckham  County, Oklahoma).    The Program  had an
approximate 5.7% interest  in the Paul King #1-7 well  at the time the
lawsuit  was filed.  The  lawsuit alleged claims  based on negligence,
private  nuisance, public  nuisance, trespass, unjust  enrichment, and
constructive fraud.  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, this 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.

                                  11
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<PAGE>
                               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        $72           $ -
            Second Quarter        44             -
            Third Quarter         44             -
            Fourth Quarter        44             -

          1996:
            First Quarter        $44           $ -
            Second Quarter        44             -
            Third Quarter         47             -
            Fourth Quarter        47             -

          1997:
            First Quarter        $47           (1)

----------

(1)  To be declared in March 1997.


     The Program  has 7,070 units outstanding  and approximately 2,373
limited partners of record.

                                  12
<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                   $249,207  $240,251  $314,712    $474,446  $  416,307
  Total revenues                       256,349   245,137   317,965     477,174   1,160,915

  Lease operating expenses             101,809   101,650   102,115      66,473      59,572
  Production taxes                      19,946    17,094    23,163      37,398      27,386
  General and administrative
    expenses                            69,892    70,951    63,320      64,161      71,315
  Depreciation, depletion, and
    amortization of oil and gas
    properties                          21,854    43,661    53,459      66,525      63,806
  Interest expense                        -         -         -           -         39,749

  Net income                            42,848    11,781    75,908     239,617     899,087
    per Unit                                 6         2        11          34         127
  Cash distributions                      -         -      176,750     353,500     176,750
    per Unit                              -         -           25          50          25

Summary Balance Sheet Data:
  Total assets                         438,562   334,860   323,809     346,121     464,550
  Partners' capital                    272,338   229,490   217,709     318,551     432,434
</TABLE>
                                               13
<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.

                                  14
<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.

                                  15
<PAGE>
<PAGE>
     Results of Operations

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

     Total  oil and  gas sales  increased $8,956  (3.7%) for  the year
ended  December 31,  1996 as compared  to the year  ended December 31,
1995.     Of  this   increase,  approximately  $2,000   and  $144,000,
respectively, were related to  increases in the average prices  of oil
and gas  sold, partially offset  by decreases of  approximately $8,000
and $129,000, respectively, related to decreases in volumes of oil and
gas  sold.   Volumes of  oil and  gas sold  decreased 426  barrels and
59,955  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  diminished production  from one
well which was shut-in during the  year ended December 31, 1996 due to
mechanical difficulties.  The decrease in volumes of gas sold resulted
primarily from (i) the curtailment  of gas sales from one  well during
the year ended  December 31,  1996 due to  the Program's  overproduced
position in  the well, (ii)  the shutting-in  of two wells  during the
year  ended  December   31,  1996  in  order  to  increase  production
capabilities, and (iii) the  normal decline in production on  one well
due  to diminished gas reserves.  Average oil and gas prices increased
to $19.14  per barrel  and $2.15 per  Mcf, respectively, for  the year
ended December  31, 1996  from $15.55  per barrel  and $1.32  per Mcf,
respectively, for the year ended December 31, 1995.  

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes)  increased $3,011 (2.5%)  for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    This  increase  resulted  primarily  from  workover  expenses
incurred on  one well during the year ended December 31, 1996 in order
to  improve  the recovery  of reserves,  partially  offset by  (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"), (ii)  the shutting-in of
one well during  the year ended  December 31,  1996 due to  mechanical
difficulties,  and (iii) workover expenses incurred on one well during
the  year ended December 31, 1995 in  order to improve the recovery of
reserves.   As a  percentage  of oil  and  gas sales,  these  expenses
remained  relatively constant at 48.9% for the year ended December 31,
1996 as compared to 49.4% for the year ended December 31, 1995.

                                  16
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties  decreased $21,807 (49.9%) for the  year ended December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted primarily from  the decreases in volumes of oil  and gas sold
during the year ended December 31,  1996 as compared to the year ended
December 31, 1995.  As a percentage of oil and gas sales, this expense
decreased to 8.8% for the year ended December 31, 1996  from 18.2% 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.

     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 28.0% for the year  ended December 31, 1996 from
29.5% 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.  

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

     Total  oil and gas sales  decreased $74,461 (23.7%)  for the year
ended December 31,  1995 as compared  to the  year ended December  31,
1994.   Of  this  decrease, approximately  $16,000  was related  to  a
decrease  in volumes of oil sold and approximately $62,000 was related
to a decrease in  the average price of gas sold.   Volumes of oil sold
decreased 1,051 barrels, while volumes of gas sold remained relatively
constant for the year ended December  31, 1995 as compared to the year
ended December 31, 1994.  The decrease in volumes of oil sold resulted
primarily from diminished production on one well which was shut-in due
to mechanical difficulties during a portion of the year ended December
31, 1995.  Average gas prices decreased  to $1.32 per Mcf for the year
ended December 31, 1995 from $1.68 per Mcf for the year ended December
31, 1994, while average oil prices increased  to $15.55 per barrel for
the year ended December 31,  1995 from $13.58 per barrel for  the year
ended December 31, 1994.  

                                  17
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and  production taxes) decreased  $6,534 (5.2%) for  the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.   This decrease resulted  primarily from an  accrual for certain
legal contingencies during the year ended December 31, 1994, partially
offset  by a lease operating expense credit received from the operator
of  one well as  a result of  a clerical  error during the  year ended
December  31, 1994.   As  a  percentage of  oil and  gas sales,  these
expenses increased to 49.4%  for the year ended December 31, 1995 from
39.8% for the year ended December  31, 1994.  This percentage increase
was primarily a result of the  decrease in oil and gas sales discussed
above.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties  decreased $9,798 (18.3%)  for the year  ended December 31,
1995  as compared to the year ended  December 31, 1994.  This decrease
was primarily  a  result  of  both an  increase  in  the  estimate  of
remaining gas reserves and the decrease in oil and gas sales discussed
above, partially offset by additions to the amortizable full cost pool
which  were incurred in order to improve  the ultimate recovery of oil
and gas reserves.  As a percentage of oil  and gas sales, this expense
increased to 18.2% for the year ended December 31, 1995 from 17.0% for
the year ended December  31, 1994.  This percentage  increase resulted
primarily  from the decrease in  the average price  of gas sold during
the  year  ended December  31,  1995  as compared  to  the year  ended
December 31, 1994. 

     General and  administrative expenses increased by  $7,631 (12.1%)
for the  year ended December  31, 1995 as  compared to the  year ended
December  31, 1994.  This increase resulted primarily from an increase
in both professional fees and printing and postage expenses during the
year ended  December 31, 1995 as  compared to the year  ended December
31,  1994.   As  a percentage  of oil  and  gas sales,  these expenses
increased to 29.5% for the year ended December 31, 1995 from 20.1% for
the  year ended  December  31, 1994.    This percentage  increase  was
primarily   a  result   of  the   dollar  increase   in  general   and
administrative expenses as discussed above and the decrease in oil and
gas sales discussed above.

                                  18
<PAGE>
<PAGE>
     Liquidity and Capital Resources 

     Net proceeds from operations less necessary operating capital are
distributed to the  limited partners on a quarterly basis.   See "Item
5. Market for  the Registrant's Limited Partnership  Units and Related
Limited  Partner Matters."  The  net proceeds from  production are not
reinvested in  productive assets, except to the  extent that producing
wells  are  improved, or  where methods  are  employed to  permit more
efficient  recovery  of  reserves,  thereby resulting  in  a  positive
economic  impact.    Assuming production  levels  for  the year  ended
December 31,  1996, the Program's  proved gas  reserve quan-tities  at
December  31, 1996  would  have a  life  of approximately  3.5  years.
Assuming average production  levels for the three years ended December
31, 1996, the Program's proved oil reserve quan-tities at December 31,
1996  would  have a  life  of  approximately  8.0  years.   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.

     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.

                                  19
<PAGE>
<PAGE>
     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.


     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."  

                                  20
<PAGE>
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1981-1 LIMITED PARTNERSHIP

     We have audited the financial statements  of the Dyco Oil and Gas
Program 1981-1 Limited  Partnership (a Minnesota limited  partnership)
as  listed  in Item  14(a)  of this  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 1981-1 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

                                  21
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                                 1996      1995
                                               --------  --------

CURRENT ASSETS:
  Cash and cash equivalents                    $197,842  $ 86,202
  Accrued oil and gas sales, including
    $33,346 due from related 
    parties at 1995 (Note 2)                     55,764    37,810
                                                -------   -------
    Total current assets                       $253,606  $124,012

NET OIL AND GAS PROPERTIES, utilizing the 
  full cost method                              116,932   179,288

DEFERRED CHARGE                                  68,024    31,560
                                                -------   -------

                                               $438,562  $334,860
                                                =======   =======

                   LIABILITIES AND PARTNERS' CAPITAL
                  ----------------------------------
CURRENT LIABILITIES:
  Accounts payable                             $ 11,961  $ 25,822
  Gas imbalance payable                          26,912     1,383
                                                -------   -------
    Total current liabilities                  $ 38,873  $ 27,205

ACCRUED LIABILITY                               127,351    78,165

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 70 Units                         2,722     2,294
  Limited Partners, issued and
    outstanding, 7,000 Units                    269,616   227,196
                                                -------   -------
  Total Partners' capital                      $272,338  $229,490
                                                -------   -------

                                               $438,562  $334,860
                                                =======   =======

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

                                  22
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994


                                       1996      1995      1994
                                     --------  --------  --------
REVENUES:
  Oil and gas sales, including
    $211,735 and $310,817 
    of sales to related parties
    in 1995 and 1994 (Note 2)        $249,207  $240,251  $314,712
  Interest                              7,142     4,886     3,253
                                      -------   -------   -------
                                     $256,349  $245,137  $317,965

COSTS AND EXPENSES:
  Lease operating                    $101,809  $101,650  $102,115
  Production taxes                     19,946    17,094    23,163
  Depreciation, depletion, and
    amortization of oil and 
    gas properties                     21,854    43,661    53,459
  General and administrative           69,892    70,951    63,320
                                      -------   -------   -------
                                     $213,501  $233,356  $242,057
                                      -------   -------   -------
NET INCOME                           $ 42,848  $ 11,781  $ 75,908 
                                      =======   =======  ========
GENERAL PARTNER (1%) -
  NET INCOME                         $    428  $    118  $    759
                                      =======   =======   =======
LIMITED PARTNERS (99%) -
  NET INCOME                         $ 42,420  $ 11,663  $ 75,149
                                      =======   =======   =======
NET INCOME per Unit                  $      6  $      2  $     11
                                      =======   =======   =======
UNITS OUTSTANDING                       7,070     7,070     7,070
                                      =======   =======   =======

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

                                  23
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 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     $3,185    $315,366    $318,551
  Cash distributions             ( 1,768)  ( 174,982)  ( 176,750)
  Net income                         759      75,149      75,908
                                   -----     -------     -------

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

Balances at December 31, 1995     $2,294    $227,196    $229,490
  Net income                         428      42,420      42,848  
                                   -----     -------     -------

Balances at December 31, 1996     $2,722    $269,616    $272,338
                                   =====     =======     =======


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

                                  24
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1981-1 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                         $ 42,848    $ 11,781    $ 75,908
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties               21,854      43,661      53,459
    (Increase) decrease in accrued
      oil and gas sales             (  17,954)  (   2,213)     20,261
    (Increase) decrease in
      deferred charge               (  36,464)     12,282   (  43,842)
    Increase (decrease) in 
      accounts payable              (  13,861)  (      61)     21,679
    Increase (decrease) in 
      gas imbalance payable            25,529   (  14,051)      5,397 
    Increase in accrued liability      49,186      13,382      51,454
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $ 71,138    $ 64,781    $184,316
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of oil
    and gas properties               $ 42,307    $   -       $    196
  Additions to oil and gas 
    properties                      (   1,805)  (  69,838)  (     191)
                                      -------     -------     -------
  Net cash provided (used) by
    investing activities             $ 40,502   ($ 69,838)   $      5
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                 $   -       $   -      ($176,750)
                                      -------     -------     -------
  Net cash used by financing 
    activities                       $   -       $   -      ($176,750)
                                      -------     -------     -------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS               $111,640   ($  5,057)   $  7,571

CASH AND CASH EQUIVALENTS AT 
  BEGINNING OF PERIOD                  86,202      91,259      83,688
                                      -------     -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                      $197,842    $ 86,202    $ 91,259
                                      =======     =======     =======

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

                                  25
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1981-1 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  1981-1 Limited  Partnership (the
     "Program"), a Minnesota limited partnership, commenced operations
     on  February 7, 1981.  Dyco Petroleum Corporation ("Dyco") is the
     General  Partner  of the  Program.    Affiliates  of  Dyco  owned
     2,834.65 (40.1%) 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.  

                                  26
<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 $0.19, $0.25,  and $0.29, respectively.   The Program's
     calculation   of   depreci-ation,  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, 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  71,907
     Mcf, resulting  in prepaid  lease operating expenses  of $68,024.
     At  December  31, 1995,  cumulative total  gas sales  volumes for
     underproduced wells  were less than the  Program's pro-rata share
     of total gas production from these wells by 74,717 Mcf, resulting
     in prepaid lease operating expenses of $31,560.

                                  27
<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 134,621 Mcf,
     resulting in  accrued lease operating  expenses of $127,351.   At
     December  31,  1995,  cumulative  total  gas  sales  volumes  for
     overproduced wells exceeded the Program's pro-rata share of total
     gas  production from  these wells  by  185,049 Mcf,  resulting in
     accrued lease operating expenses of $78,165.

     Oil and Gas Sales and Gas Imbalance Payable  

     The  Program's  oil  and  condensate production  is  sold,  title
     passed, and  revenue recognized  at or  near the  Program's wells
     under  short-term purchase  contracts  at  prevailing  prices  in
     accordance  with  arrangements which  are  customary  in the  oil
     industry.  Sales of  gas applicable to the Program's  interest in
     producing oil and gas leases are recorded as  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, total  sales exceeded the Program's share  of estimated
     total gas reserves on  three wells by $26,912  (17,941 Mcf).   At
     December 31,  1995 total  sales exceeded  the Program's  share of
     estimated total gas  reserves on  one well by  $1,383 (724  Mcf).
     These amounts were recorded as gas imbalance payables at December
     31, 1996 and 1995 in accordance with the sales method.


                                  28
<PAGE>
<PAGE>
     Use of Estimates in Financial Statements

     The  preparation  of  financial  statements  in  conformity  with
     generally accepted accounting  principles requires management  to
     make estimates  and assumptions that affect  the reported amounts
     of assets and liabilities and disclosure of contingent assets and
     liabilities  at  the date  of  the financial  statements  and the
     reported amounts  of revenues  and expenses during  the reporting
     period.    Actual  results  could differ  from  those  estimates.
     Further,  accrued oil and gas sales, the deferred charge, the gas
     imbalance  payable,  and   the  accrued  liability  all   involve
     estimates which  could materially differ from  the actual amounts
     ultimately realized or incurred in the near term.  The contingent
     liability, which was accrued in a  prior period in the amount  of
     $20,000, resulted in no liability to the Program and 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.   


     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  $69,892, $70,951,  and
     $63,320,  respectively, of  which $50,052  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 $211,735 and  $310,817,
     respectively.  At  December 31,  1995 accrued oil  and gas  sales
     included $33,346 due from El Paso.

                                  29
<PAGE>
<PAGE>
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        97.9%    88.1%    98.8%

     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.  

                                  30
<PAGE>
<PAGE>
     Capitalized Costs

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


                                             December 31,
                                     ----------------------------
                                         1996           1995
                                     -------------  -------------

     Proved properties                $41,145,525    $41,186,027

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

                                      $41,145,525    $41,186,027

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance           ( 41,028,593)  ( 41,006,739)
                                       ----------     ----------

     Net oil and gas properties       $   116,932    $   179,288
                                       ==========     ==========


     Cost Incurred

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


                                               December 31,
                                          --------------------------
                                           1996     1995    1994
                                          -------  -------  ----

     Acquisition of properties            $  -     $  -     $ -
     Exploration costs                       -        -       -
     Development costs                     1,805    69,838   191
                                           ------   ------   ---
     Total costs incurred                 $1,805   $69,838  $191
                                           ======   ======   ===


                                    31
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
     Quantities of Proved Oil and Gas Reserves - Unaudited

     Set forth below is a summary of the changes in the net quantities of the Program's  proved
     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               3,245    583,341      3,302    593,253      3,648    657,220

Revisions of previous
  estimates                       3,874   ( 75,738)       594    119,018      1,356    109,409

Sales of reserves                  -          -          -          -          -          -    

Extensions and discoveries         -          -          -          -          -          -

Production                       (  225)  (113,975)    (  651)  (173,930)    (1,702)  (173,376)
                                  -----    -------      -----    -------      -----    -------
Proved reserves,
  end of year                     6,894    393,628      3,245    583,341      3,302    593,253
                                  =====    =======      =====    =======      =====    =======
Proved developed reserves:
  Beginning of year               3,245    583,341      3,302    593,253      3,648    657,220
                                  -----    -------      -----    -------      -----    -------
  End of year                     6,894    393,628      3,245    583,341      3,302    593,253
                                  =====    =======      =====    =======      =====    =======
</TABLE>

                                               32
<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.

                                  33
<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:


                                  34
<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)     $50,052  $50,052  $50,052

----------

(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  significant
     portion  of the  Program's  wells.    Dyco, as  General  Partner,
     contracts with  such affiliates for  services as operator  of the
     wells.   As operator,  such affiliates  are compensated  at rates
     provided in the operating agreements in effect and charged to all
     parties to such  agreement.   The dollar amount  of such  compen-
     sation  paid by the Program  to such affiliates  is impossible to
     quantify as of the date of this Annual Report. 
(3)  During 1994 and  1995 El Paso, an affiliate of  the Program until
     December 6, 1995,  purchased a  portion of the  Program's gas  at
     market  prices and resold such  gas at market  prices directly to
     end-users and  local distribution companies.  For the years ended
     December  31,  1995  and  1994, the  Program  sold  $211,735  and
     $310,817, 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.

                                  35
<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:

                                  36
<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   $27,278     -       -         -            -          -         -
                  1995   $27,328     -       -         -            -          -         -
                  1996   $29,280     -       -         -            -          -         -

---------------
(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>

                                               37
<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                        2,834.65  (40.1%)

All directors, officers, and affiliates
  of Dyco as a group and Dyco (5 persons)       2,834.65  (40.1%)


     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.

                                  38
<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  of limited  partnership interest  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 a Program would take  if it were to administer its  own contracts
without  involvement with other members  of the Samson  Companies.  On
the  other hand,  management believes  that the  Program's negotiating
strength and contractual positions have been enhanced by virtue of its
affiliation with the Samson Companies.

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


                                  39
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                                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 February  11,  1981 for
                    Dyco  Oil and  Gas Program  1981-1 by  and between
                    Dyco Oil  and Gas  Program 1981-1,  Dyco Petroleum
                    Corporation, and Jaye F. Dyer filed as Exhibit 4.1
                    to Annual Report  on Form 10-K for  the year ended
                    December 31, 1991 on April 13, 1992  and is hereby
                    incorporated herein.

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

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

                                  40
<PAGE>
<PAGE>
               4.4  Certificate of Limited Partnership, as amended for
                    Dyco   Oil   and   Gas  Program   1981-1   Limited
                    Partnership  filed as Exhibit 4.4 to Annual Report
                    on Form 10-K  for the year ended December 31, 1991
                    on  April 13,  1992  and  is  hereby  incorporated
                    herein.

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

                                  41
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                              SIGNATURES

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

                              DYCO OIL AND GAS PROGRAM 1981-1 
                              LIMITED PARTNERSHIP

                              By:  DYCO PETROLEUM CORPORATION
                                   General Partner
                                   February 19, 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. 19, 1997 
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     Chief Financial        Feb. 19, 1997
     -------------------    Officer (Principal
        Patrick M. Hall     Financial and 
                            Accounting Officer)

     /s/Judy K. Fox         Secretary              Feb. 19, 1997
     -------------------
        Judy K. Fox

                                  42
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<PAGE>
                           INDEX TO EXHIBITS


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

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

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

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

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

*27.1     Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1981-1  Limited Partnership's  financial  statements  as  of
          December  31, 1996 and for the year ended December 31, 1996.



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

                                  43
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