SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                    FORM 10-Q


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


For the quarter ended                     Commission File Number
  March 31, 2002                                 0-10478



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



         Minnesota                               41-1411952
(State or other jurisdiction          (I.R.S. Employer Identification
   of incorporation or                              Number)
     organization)



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



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


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 such  filing
requirements for the past 90 days.

                        Yes     X               No
                            ------                    ------




                                      -1-
<PAGE>




                        PART I. FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

             DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                                 March 31,     December 31,
                                                   2002            2001
                                                -----------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                      $ 34,055        $112,275
   Accrued oil and gas sales                        52,995         107,956
                                                  --------        --------
      Total current assets                        $ 87,050        $220,231

NET OIL AND GAS PROPERTIES, utilizing
   the full cost method                            234,230         241,375

DEFERRED CHARGE                                     12,750          12,750
                                                  --------        --------
                                                  $334,030        $474,356
                                                  ========        ========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accounts payable                               $ 12,571        $  5,872
                                                  --------        --------
      Total current liabilities                   $ 12,571        $  5,872

ACCRUED LIABILITY                                 $ 35,316        $ 35,316

PARTNERS' CAPITAL:
   General Partner, 74 general
      partner units                               $  2,863        $  4,333
   Limited Partners, issued and
      outstanding, 6,000 Units                     283,280         428,835
                                                  --------        --------
      Total Partners' capital                     $286,143        $433,168
                                                  --------        --------
                                                  $334,030        $474,356
                                                  ========        ========







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



                                      -2-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                           STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

                                                   2002             2001
                                                 --------         --------

REVENUES:
   Oil and gas sales                             $ 87,126         $368,076
   Interest                                           528            2,437
                                                 --------         --------
                                                 $ 87,654         $370,513

COSTS AND EXPENSES:
   Oil and gas production                        $ 25,444         $ 39,326
   Depreciation, depletion, and
      amortization of oil and gas
      properties                                    7,145           16,611
   General and administrative
      (Note 2)                                     19,870           21,842
                                                 --------         --------
                                                 $ 52,459         $ 77,779
                                                 --------         --------

NET INCOME                                       $ 35,195         $292,734
                                                 ========         ========
GENERAL PARTNER (1%) - net income                $    352         $  2,927
                                                 ========         ========
LIMITED PARTNERS (99%) - net income              $ 34,843         $289,807
                                                 ========         ========
NET INCOME PER UNIT                              $   5.79         $  48.19
                                                 ========         ========
UNITS OUTSTANDING                                   6,074            6,074
                                                 ========         ========




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



                                      -3-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                           STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)


                                                  2002               2001
                                                --------          ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                   $ 35,195           $292,734
   Adjustments to reconcile net income
      to net cash provided by operating
      activities:
      Depreciation, depletion, and
        amortization of oil and gas
        properties                                 7,145             16,611
      Decrease in accrued oil and gas
        sales                                     54,961              4,735
      Increase (decrease) in accounts
        payable                                    6,699          (      88)
                                                --------           --------
   Net cash provided by operating
      activities                                $104,000           $313,992
                                                --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
      and gas properties                        $      -           $    417
                                                --------           --------
   Net cash provided by investing
      activities                                $      -           $    417
                                                --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                          ($182,220)         ($273,330)
                                                --------           --------
   Net cash used by financing
      activities                               ($182,220)         ($273,330)
                                                --------           --------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                            ($ 78,220)          $ 41,079

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                           112,275            128,567
                                                --------           --------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                $ 34,055           $169,646
                                                ========           ========





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


                                      -4-
<PAGE>



             DYCO OIL AND GAS PROGRAM 1981-2 LIMITED PARTNERSHIP
                   CONDENSED NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (Unaudited)


1.    ACCOUNTING POLICIES
      -------------------

      The balance sheet as of March 31, 2002,  statements of operations  for the
      three months ended March 31, 2002 and 2001,  and  statements of cash flows
      for the three months  ended March 31, 2002 and 2001 have been  prepared by
      Dyco Petroleum Corporation  ("Dyco"),  the General Partner of the Dyco Oil
      and Gas Program 1981-2 Limited Partnership (the "Program"), without audit.
      In the opinion of management  all  adjustments  (which include only normal
      recurring  adjustments) necessary to present fairly the financial position
      at March 31, 2002,  results of operations for the three months ended March
      31, 2002 and 2001,  and changes in cash flows for the three  months  ended
      March 31, 2002 and 2001 have been made.

      Information  and  footnote  disclosures  normally  included  in  financial
      statements  prepared in  accordance  with  generally  accepted  accounting
      principles  have been  condensed or omitted.  It is  suggested  that these
      financial  statements be read in conjunction with the financial statements
      and notes thereto included in the Program's Annual Report on Form 10-K for
      the year ended December 31, 2001. The results of operations for the period
      ended March 31, 2002 are not  necessarily  indicative of the results to be
      expected for the full year.


      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.  The Program's  calculation of depreciation,  depletion,  and
      amortization  includes  estimated  future  expenditures  to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the  Securities  and  Exchange  Commission),  the excess is
      charged to expense in the period  during which such excess  occurs.  Sales
      and  abandonments  of  properties  are  accounted  for as  adjustments  of
      capitalized costs with no gain or loss recognized, unless such



                                      -5-
<PAGE>



      adjustments would significantly alter the relationship between capitalized
      costs and proved oil and gas reserves.

      The provision for depreciation, depletion, and amortization of oil and gas
      properties is calculated by dividing the oil and gas sales dollars  during
      the  period by the  estimated  future  gross  income  from the oil and gas
      properties and applying the resulting  rate to the net remaining  costs of
      oil and gas properties that have been  capitalized,  plus estimated future
      development costs.


2.    TRANSACTIONS WITH RELATED PARTIES
      ---------------------------------

      Under the terms of the Program's partnership  agreement,  Dyco is entitled
      to  receive a  reimbursement  for all  direct  expenses  and  general  and
      administrative, geological and engineering expenses it incurs on behalf of
      the Program.  During the three  months ended March 31, 2002 and 2001,  the
      Program incurred such expenses totaling $19,870 and $21,842, respectively,
      of which $11,016 was paid each period 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.





                                      -6-
<PAGE>



ITEM 2.     MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
            RESULTS OF OPERATIONS

USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES
-----------------------------------------------

      This Quarterly 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
      Quarterly 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, and otherwise indicated.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      Net  proceeds  from the  Program's  operations  less  necessary  operating
      capital  are  distributed  to  investors  on a  quarterly  basis.  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 the Program's reserves which
      would result in a positive economic impact.




                                      -7-
<PAGE>




      The Program's  available capital from  subscriptions has been spent on oil
      and gas drilling  activities.  The General Partner does not anticipate any
      further material capital  resource  commitments in the future.  Management
      believes that cash for ordinary  operational  purposes will be provided by
      current oil and gas production.

      NEW ACCOUNTING PRONOUNCEMENTS

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

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


RESULTS OF OPERATIONS
---------------------

      GENERAL DISCUSSION

      The following  general  discussion  should be read in conjunction with the
      analysis  of results of  operations  provided  below.  The most  important
      variables affecting the Program's revenues are the prices received for the
      sale of oil and gas and the volumes of oil and gas produced. The Program's
      production is mainly natural gas, so such pricing and volumes are the most
      significant factors.

      Historically,  oil and gas  prices  have been  volatile  and are likely to
      continue to be volatile. As a result, forecasting future prices is subject
      to great  uncertainty and inaccuracy.  Substantially  all of the Program's
      gas  reserves  are  being  sold on the "spot  market".  Prices on the spot
      market are subject to wide seasonal and regional pricing  fluctuations due
      to the highly  competitive  nature of the spot  market.  Such spot  market
      sales are  generally  short-term  in  nature  and are  dependent  upon the
      obtaining of transportation services provided by pipelines. It is likewise
      difficult  to  predict  production  volumes.  However,  oil  and  gas  are
      depleting assets, so it can be expected that



                                      -8-
<PAGE>



      production  levels will decline  over time.  Gas prices in early 2001 were
      significantly  higher  than the  Program's  historical  average.  This was
      attributable to the higher prices for crude oil, a substitute fuel in some
      markets,  and reduced production due to lower capital  investments in 1998
      and 1999.  However,  prices  for both oil and gas soon  declined  and were
      relatively  lower in late 2001 and early 2002 as a result of the declining
      economy and relatively  mild winter weather.  Recently,  prices of oil and
      gas have improved,  to some extent due to unrest in the Middle East. It is
      not possible to accurately predict future trends.

      THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH
      31, 2001.

                                                Three Months Ended March 31,
                                                ----------------------------
                                                   2002             2001
                                                  -------         --------
      Oil and gas sales                           $87,126         $368,076
      Oil and gas production expenses             $25,444         $ 39,326
      Barrels produced                                 92              428
      Mcf produced                                 39,933           48,418
      Average price/Bbl                           $ 21.54         $  27.62
      Average price/Mcf                           $  2.13         $   7.36

      As shown in the table above,  total oil and gas sales  decreased  $280,950
      (76.3%) for the three months ended March 31, 2002 as compared to the three
      months ended March 31, 2001. Of this decrease,  approximately (i) $209,000
      was  related  to a  decrease  in the  average  price  of gas sold and (ii)
      $62,000 was  related to a decrease in volumes of gas sold.  Volumes of oil
      and gas sold  decreased 336 barrels and 8,485 Mcf,  respectively,  for the
      three  months  ended March 31, 2002 as compared to the three  months ended
      March  31,  2001.  The  decreases  in  volumes  of oil and gas  sold  were
      primarily due to normal declines in production. Average oil and gas prices
      decreased  to $21.54 per barrel and $2.13 per Mcf,  respectively,  for the
      three  months  ended  March 31,  2002 from $27.62 per barrel and $7.36 per
      Mcf, respectively, for the three months ended March 31, 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
      production  taxes)  decreased  $13,882  (35.3%) for the three months ended
      March 31, 2002 as compared to the three months ended March 31, 2001.  This
      decrease was primarily due to a decrease in  production  taxes  associated
      with the decrease in oil and gas sales. This decrease was partially offset
      by (i) subsurface  repair and  maintenance  expenses  incurred on one well
      during the three  months  ended  March 31,  2002 and (ii) an  increase  in
      compression  expenses on one well during the three  months ended March 31,
      2002 as compared to the three months ended March 31, 2001. As a percentage
      of oil and gas sales, these expenses increased to



                                      -9-
<PAGE>



      29.2% for the three  months  ended March 31, 2002 from 10.7% for the three
      months ended March 31, 2001. This percentage increase was primarily due to
      the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
      decreased  $9,466  (57.0%)  for the three  months  ended March 31, 2002 as
      compared to the three  months  ended March 31,  2001.  This  decrease  was
      primarily due to the decreases in the average  prices of oil and gas sold.
      As a percentage of oil and gas sales,  this expense  increased to 8.2% for
      the three months ended March 31, 2002 from 4.5% for the three months ended
      March  31,  2001.  This  percentage  increase  was  primarily  due  to the
      decreases in the average prices of oil and gas sold.

      General and administrative  expenses decreased $1,972 (9.0%) for the three
      months  ended March 31, 2002 as compared to the three  months  ended March
      31, 2001. As a percentage of oil and gas sales,  these expenses  increased
      to 22.8% for the three months ended March 31, 2002 from 5.9% for the three
      months ended March 31, 2001. This percentage increase was primarily due to
      the decrease in oil and gas sales.




                                      -10-
<PAGE>



ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK.

            The Program does not hold any market risk sensitive instruments.




                                      -11-
<PAGE>



                          PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

            None.

(b)   Reports on Form 8-K.

            None.





                                      -12-
<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  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 authorized.


                                    DYCO OIL AND GAS PROGRAM 1981-2 LIMITED
                                    PARTNERSHIP

                                    (Registrant)

                                    BY:   DYCO PETROLEUM CORPORATION

                                          General Partner


Date:  May 7, 2002                  By:         /s/Dennis R. Neill
                                       -------------------------------
                                              (Signature)
                                              Dennis R. Neill
                                              President


Date:  May 7, 2002                  By:         /s/Craig D. Loseke
                                       -------------------------------
                                              (Signature)
                                              Craig D. Loseke
                                              Chief Financial Officer


                                      -13-