FORM 10-K405

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the fiscal year ended December 31, 2001

Commission File Number 2-92702    (1985-1 Program)
                       2-92702-01 (1985-2 Program)

                        DYCO 1985 OIL AND GAS PROGRAMS
                          (TWO LIMITED PARTNERSHIPS)
            (Exact name of registrant as specified in its charter)

                                          41-1498087 (1985-1 Program)
           Minnesota                      41-1498086 (1985-2 Program)
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification Number)

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

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

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

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

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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of this Form 10-K405 or any  amendment to
this Form 10-K405. [X]

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

      DOCUMENTS INCORPORATED BY REFERENCE:  None.



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<PAGE>




                                 FORM 10-K405

                        DYCO 1985 OIL AND GAS PROGRAMS
                     (Two Minnesota limited partnerships)


                               TABLE OF CONTENTS
PART I.......................................................................3
      ITEM 1.     BUSINESS...................................................3
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................14
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......14

PART II.....................................................................14
      ITEM 5.     MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS
                  AND RELATED LIMITED PARTNER MATTERS.......................14
      ITEM 6.     SELECTED FINANCIAL DATA...................................16
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................19
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................27
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............28
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................57

PART III....................................................................57
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........57
      ITEM 11.    EXECUTIVE COMPENSATION....................................58
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................63
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............63

PART IV.....................................................................65
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................65

SIGNATURES..................................................................68




                                      -2-
<PAGE>



                                     PART I

ITEM 1.     BUSINESS

      General

      The Dyco Oil and Gas  Program  1985-1  Limited  Partnership  (the  "1985-1
Program") and Dyco Oil and Gas Program 1985-2 Limited  Partnership  (the "1985-2
Program")  (collectively,  the  "Programs") are Minnesota  limited  partnerships
engaged in the  production of oil and gas. The 1985-1 Program and 1985-2 Program
commenced  operations on April 1, 1985 and August 26, 1985,  respectively,  with
the  primary   financial   objective  of  investing   their  limited   partners'
subscriptions in the drilling of oil and gas prospects and then  distributing to
their  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  Programs.  See "Item 2.  Properties"  for a  description  of the
Programs' reserves and properties.

      The limited partnership  agreements for each of the Programs (the "Program
Agreements")  provide 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 each Program's  reimbursement  to
Dyco of the Program's proportionate share of Dyco's geological, engineering, and
general and administrative expenses.

      Dyco  currently  serves as General  Partner  of 31  limited  partnerships,
including the Program.  Dyco is a wholly-owned  subsidiary of Samson  Investment
Company.  Samson  Investment  Company  and its various  corporate  subsidiaries,
including Dyco, (collectively, "Samson") are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation of  producing  properties.  At December  31,  2001,  Samson owned
interests in approximately  14,000 oil and gas wells located in 19 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 2001,  Samson operated  approximately  3,000 oil and gas wells located in 14
states of the United States, as well as Canada, Venezuela, and Russia.

      As limited  partnerships,  the Programs  have no officers,  directors,  or
employees. They rely instead on the personnel of Dyco and Samson. As of February
15, 2002, Samson employed  approximately 1,000 persons. No employees are covered
by  collective  bargaining  agreements,  and  management  believes  that  Samson
provides a sound employee relations  environment.  For information regarding the
executive  officers of Dyco, see "Item 10.  Directors and Executive  Officers of
the Registrant."



                                      -3-
<PAGE>



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


      Principal Products Produced and Services Rendered

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


      Oil, Gas, and Environmental Control Regulations

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

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and condensate are made by the Programs at market prices and are not subject
to price controls. The sale of gas may be subject to both federal and state laws
and  regulations.  The provisions of these laws and  regulations are complex and
affect all who  produce,  resell,  transport,  or purchase  gas,  including  the
Programs.  Although virtually all of the Programs' gas production is not subject
to  price  regulation,   other  regulations   affect  the  availability  of  gas
transportation services and the ability of gas consumers to continue to purchase
or use gas at current levels. Accordingly,  such regulations may have a material
effect  on the  Programs'  operations  and  projections  of  future  oil and gas
production and revenues.




                                      -4-
<PAGE>



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

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


      Significant Customers

      Purchases of gas by El Paso Energy Marketing Company ("El Paso") accounted
for approximately  91.7% of the 1985-1 Program's oil and gas revenues during the
year  ended  December  31,  2001.  Purchases  of gas by El  Paso  accounted  for
approximately 76.1% of the 1985-2 Program's oil and gas revenues during the year
ended  December  31,  2001.  In the event of  interruption  of purchases by this
significant  customer or the  cessation or material  change in  availability  of
open-access transportation by the Programs' pipeline transporters,  the Programs
may encounter  difficulty  in marketing  their gas and in  maintaining  historic
sales  levels.  Alternative  purchasers  or  transporters  may  not  be  readily
available.

      The Programs'  principal  customers for crude oil  production are refiners
and other companies which have pipeline facilities near the producing properties
of the Programs. 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 Programs' revenues,  net income or loss, cash flows, carrying value of
oil and gas  properties,  and  amount of oil and gas  which can be  economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and consequently the Programs' profitability) depend on a number
of factors  which are beyond the  control  of the  Partnerships.  These  factors
include worldwide political instability and terrorist



                                      -5-
<PAGE>



activities  (especially  in  oil-producing   regions),   United  Nations  export
embargoes,  the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily  influenced by weather  patterns),
the level of domestic oil and gas production,  government regulations and taxes,
the  price  and   availability  of  alternative   fuels,  the  overall  economic
environment,  and the availability and capacity of transportation and processing
facilities.  The effect of these  factors on future oil and gas industry  trends
cannot be accurately predicted or anticipated. In addition, the domestic oil and
gas  industry  is  highly  competitive,  with a large  number of  companies  and
individuals   engaged  in  the  exploration  and  development  of  oil  and  gas
properties.  Predicting  future prices is not possible.  Concerning past trends,
oil and gas prices in the  United  States  have been  highly  volatile  for many
years.

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

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

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



                                      -6-
<PAGE>




      Insurance Coverage

      The Programs are 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 Programs maintain  insurance coverage as is customary for
entities  of a  similar  size  engaged  in  operations  similar  to  that of the
Programs, but losses can occur from uninsurable risks or in amounts in excess of
existing  insurance  coverage.  In  particular,  many  types  of  pollution  and
contamination can exist,  undiscovered,  for long periods of time and can result
in substantial  environmental  liabilities which are not insured. The occurrence
of an event  which is not fully  covered  by  insurance  could  have a  material
adverse effect on the Programs' financial condition and results of operations.


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table sets forth the  numbers of gross and net  productive
wells of the Programs as of December 31, 2001.

                              Well Statistics(1)

                            As of December 31, 2001

                                               1985-1     1985-2
                                               Program    Program
                                               -------    -------

           Gross productive wells(2):
              Oil                                  -          2
              Gas                                 15          9
                                                  --         --
                Total                             15         11

           Net productive wells(3):
              Oil                                  -        .52
              Gas                               1.74        .91
                                                ----       ----
                Total                           1.74       1.43
----------

(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.



                                      -7-
<PAGE>




(2)   As used  throughout  this Annual  Report on Form 10-K  ("Annual  Report"),
      "Gross  Well" refers to a well in which a working  interest is owned.  The
      number  of gross  wells is the  total  number  of wells in which a working
      interest is owned.
(3)   As used throughout this Annual Report, "Net Well" refers to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one Gross Well, but 0.15 Net Well.


      Drilling Activities

      The Programs  participated in no drilling activities during the year ended
December 31, 2001.


      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 Programs, revenues
attributable to such production, and certain price and cost information.


                                      -8-
<PAGE>



                                    Net Production Data

                                               Year Ended December 31,
                                       --------------------------------------
                                         2001           2000            1999
                                       --------       --------       --------
1985-1 Program:
--------------
   Production:
     Oil (Bbls)(1)                          182            308            292
     Gas (Mcf)(2)                        68,486        140,971        141,030

   Oil and gas sales:
     Oil                               $  4,524       $  8,346       $  4,543
     Gas                                415,430        522,168        288,770
                                        -------        -------        -------
        Total                          $419,954       $530,514       $293,313
                                        =======        =======        =======

   Total direct operating expenses(3)  $121,988       $130,392       $ 91,421
                                        =======        =======        =======

   Direct operating expenses as a
     percentage of oil and gas sales      29.0%          24.6%          31.2%

   Average sales price:
     Per barrel of oil                   $24.86         $27.10         $15.56
     Per Mcf of gas                        6.07(6)        3.70           2.05

   Direct operating expenses per
     equivalent Mcf of gas(4)            $ 1.75         $  .91         $  .64







                                      -9-
<PAGE>



                                             Year Ended December 31,
                                       ----------------------------------
                                         2001            2000          1999
                                       --------       --------       --------
1985-2 Program:
--------------
   Production:
     Oil (Bbls)(1)                        1,127          1,581          2,624
     Gas (Mcf)(2)                        34,694         41,237         84,745

   Oil and gas sales:
     Oil                               $ 28,470       $ 46,628       $ 43,843
     Gas                                143,649        150,415        155,186
                                        -------        -------        -------
        Total                          $172,119       $197,043       $199,029
                                        =======        =======        =======

   Total direct operating expenses(3)  $ 50,798       $ 40,933       $ 99,111
                                        =======        =======        =======
   Direct operating expenses as a
     percentage of oil and gas sales      29.5%          20.8%          49.8%

   Average sales price:
     Per barrel of oil                   $25.26         $29.49         $16.71
     Per Mcf of gas                        4.14           3.65           1.83(5)

   Direct operating expenses per
     equivalent Mcf of gas(4)            $ 1.23         $  .81         $  .99

-------------

(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)   Includes lease operating expenses and production taxes.
(4)   Oil production is converted to gas  equivalents at the rate of six Mcf per
      barrel, representing the estimated relative energy content of gas and oil,
      which rate is not  necessarily  indicative of the  relationship of oil and
      gas prices.  The  respective  prices of oil and gas are affected by market
      and other factors in addition to relative energy content.
(5)   Includes a positive gas balancing adjustment on one well at $1.54 per Mcf.
      Without this  adjustment, the average  gas  price in  1999 would have been
      $2.12 per Mcf.
(6)   Includes a negative gas balancing adjustment on one well at $1.50 per Mcf.
      Without this  adjustment, the  average  gas price  in 2001 would have been
      $4.18 per Mcf.




                                      -10-
<PAGE>



      Proved Reserves and Net Present Value

      The following table sets forth the Programs' estimated  proved oil and gas
reserves and net present value  therefrom as of December 31, 2001.  The schedule
of  quantities of proved oil and gas reserves was prepared by Dyco in accordance
with the rules prescribed by the Securities and Exchange Commission (the "SEC").
Certain reserve  information was reviewed by Ryder Scott Company,  L.P.  ("Ryder
Scott"),  an independent  petroleum  engineering  firm. As used  throughout this
Annual Report,  "proved reserves" refers to those estimated  quantities of crude
oil, gas, and gas liquids which geological and engineering data demonstrate with
reasonable  certainty to be  recoverable  in future years from known oil and gas
reservoirs under existing economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the Programs' proved reserves was calculated on the basis
of current costs and prices at December 31, 2001. Such prices were not escalated
except in  certain  circumstances  where  escalations  were  fixed  and  readily
determinable  in accordance  with applicable  contract  provisions.  Oil and gas
prices at December 31, 2001 were  substantially  lower than the very high prices
in effect on December 31, 2000.  This  decrease in oil and gas prices has caused
the estimates of remaining  economically  recoverable  reserves,  as well as the
values placed on said reserves,  at December 31, 2001 to be significantly  lower
than  what such  estimates  and  values  would  have been if oil and gas  prices
remained  unchanged from December 31, 2000 to December 31, 2001. The prices used
in  calculating  the net present  value  attributable  to the  Programs'  proved
reserves do not  necessarily  reflect  market prices for oil and gas  production
subsequent to December 31, 2001.  There can be no assurance that the prices used
in  calculating  the net  present  value of the  Programs'  proved  reserves  at
December 31, 2001 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 these  reserve
estimates represent the most accurate assessment  possible,  the significance of
the subjective decisions required



                                      -11-
<PAGE>



and  variances in available  data for various  reservoirs  make these  estimates
generally  less  precise  than other  estimates  presented  in  connection  with
financial statement disclosures.


                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves

                          As of December 31, 2001(1)

           1985-1 Program:
           --------------

              Estimated proved reserves:
                Gas (Mcf)                                   885,075
                Oil and liquids (Bbls)                        1,348

              Net present value
                (discounted at 10% per annum)              $804,317

           1985-2 Program:
           --------------

              Estimated proved reserves:
                Gas (Mcf)                                   229,031
                Oil and liquids (Bbls)                        7,262

              Net present value
                (discounted at 10% per annum)              $238,517

-------------------

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


      No estimates of the proved  reserves of the Programs  comparable  to those
included  herein have been included in reports to any federal  agency other than
the SEC.  Additional  information  relating to the Programs'  proved reserves is
contained in Note 4 to the Programs' financial statements, included in Item 8 of
this Annual Report.



                                      -12-
<PAGE>




      Significant Properties

                                1985-1 Program
                                --------------

      As of December 31, 2001,  the 1985-1  Program's  properties  consist of 15
gross (1.74 net)  productive  wells.  The 1985-1 Program also owns a non-working
interest in one  additional  well.  Affiliates of the 1985-1  Program  operate 7
(44%) of its total wells.  All of the 1985-1  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.

                                 1985-2 Program
                                 ---------------

      As of December 31, 2001,  the 1985-2  Program's  properties  consist of 11
gross (1.43 net)  productive  wells.  Affiliates of the 1985-2 Program operate 5
(45%) of its total wells.  All of the 1985-2  Program's  properties  are located
onshore  in the  continental  United  States.  Substantially  all of the  1985-2
Program's reserves are located in the Anadarko Basin.

      As of December 31, 2001, the 1985-2  Program's  properties in the Anadarko
Basin  consist of 10 gross (1.40 net) wells.  Affiliates  of the 1985-2  Program
operate 4 (40%) of its wells.  As of December 31, 2001,  the 1985-2  Program had
estimated total proved reserves in the Anadarko Basin of  approximately  221,829
Mcf of gas and  approximately  7,262  barrels of crude oil, with a present value
(discounted at 10% per annum) of estimated future net cash flow of approximately
$233,325.


      Title to Oil and Gas Properties

      Management believes that the Programs have satisfactory title to their oil
and  gas  properties.  Record  title  to  substantially  all  of  the  Programs'
properties is held by Dyco as nominee.

      Title  to the  Programs'  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 Programs'  interest  therein or materially  interfere  with their use in the
operation of the Programs' business.






                                      -13-
<PAGE>




ITEM 3.     LEGAL PROCEEDINGS

      To the knowledge of the management of Dyco and the Programs, neither Dyco,
the Programs,  nor the Programs'  properties are subject to any litigation,  the
results  of which  would  have a  material  effect  on the  Programs'  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  of
either Program during 2001.


                                    PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED
            LIMITED PARTNER MATTERS

      The Programs do not have an established  trading market for their units of
limited  partnership  interest  ("Units").  Pursuant to the terms of the Program
Agreements,  Dyco,  as  General  Partner,  is  obligated  to  annually  issue  a
repurchase  offer which is based on the  estimated  future net revenues from the
Programs'  reserves  and is  calculated  pursuant  to the  terms of the  Program
Agreements.  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  Programs'  cash  distributions  per Unit for the
same period.  For purposes of this Annual Report,  a Unit  represents an initial
subscription of $5,000 to a Program.




                                      -14-
<PAGE>



                                1985-1 PROGRAM
                                --------------

                                             Repurchase         Cash
                                                Price       Distributions
                                             ----------     -------------
           2000:
              First Quarter                     $131             $25
              Second Quarter                     106               -
              Third Quarter                      166              30
              Fourth Quarter                     136              20


           2001:
              First Quarter                     $116             $40
              Second Quarter                      76              35
              Third Quarter                      180              25
              Fourth Quarter                     155               -


           2002:
              First Quarter                     $155             $ -


                                1985-2 PROGRAM
                                --------------

                                             Repurchase         Cash
                                                Price       Distributions
                                             ----------     -------------
           2000:
              First Quarter                    $ 64              $20
              Second Quarter                     44               20
              Third Quarter                      56                -
              Fourth Quarter                     56                -

           2001:
              First Quarter                    $ 56              $25
              Second Quarter                     31                -
              Third Quarter                     105               20
              Fourth Quarter                     85                -

           2002:
              First Quarter                    $ 85              $ -


      As of March 1, 2002,  the 1985-1 Program had 4,100 Units  outstanding  and
approximately  1,400 Limited  Partners of record.  The 1985-2  Program had 4,330
Units outstanding and approximately 1,400 Limited Partners of record.



                                      -15-
<PAGE>




ITEM 6.     SELECTED FINANCIAL DATA

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





                                      -16-
<PAGE>

<TABLE>
<CAPTION>



                                 1985-1 Program
                                 --------------

                                                       December 31,
                                  --------------------------------------------------------
                                    2001        2000        1999        1998        1997
                                  --------    --------    --------    --------    --------
<S>                               <C>         <C>         <C>         <C>         <C>
Summary of Operations:
   Oil and gas sales              $419,954    $530,514    $293,313    $316,720    $434,576
   Total revenues                  423,284     533,940     295,675     319,820     438,162

   Lease operating expenses         87,637      93,412      70,168      86,362      58,594
   Production taxes                 34,351      36,980      21,253      22,453      35,055
   General and administrative
     expenses                       49,231      48,091      53,142      53,554      57,406
   Depreciation, depletion, and
     amortization of oil and gas
     properties                     26,313       8,007      18,737      25,912      34,859

   Net income                      225,752     347,450     132,375     131,539     252,248
     per Unit                        54.52       83.90       31.97       31.77       60.91
   Cash distributions              414,100     310,575     103,525     207,050     351,985
     per Unit                          100          75          25          50          85

Summary Balance Sheet Data:
   Total assets                    181,494     293,289     232,383     210,519     283,653
   Partners' capital                41,919     230,267     193,392     164,542     240,053



</TABLE>



                                      -17-
<PAGE>

<TABLE>
<CAPTION>



                                 1985-2 Program
                                 --------------

                                                          December 31,
                                  ------------------------------------------------ ----------
                                    2001         2000         1999        1998        1997
                                  --------     --------     --------    --------    --------
<S>                               <C>          <C>          <C>         <C>         <C>
Summary of Operations
   Oil and gas sales              $172,119     $197,043     $199,029    $126,100    $187,883
   Total revenues                  174,150      255,533      199,814     143,847     189,554

   Lease operating expenses         38,675       27,381       85,341      56,430      33,442
   Production taxes                 12,123       13,552       13,770       9,450      13,789
   General and administrative
     expenses                       35,377       34,202       50,768      51,504      55,613
   Depreciation, depletion, and
     amortization of oil and gas
     properties                      5,816        2,032        6,662       8,457      11,610

   Net income                       82,159      178,366       43,273      18,006      75,100
     per Unit                        18.78        40.78         9.89        4.12       17.17
   Cash distributions              196,830      174,960          -        87,480     109,350
     per Unit                           45           40          -            20          25

Summary Balance Sheet Data:
   Total assets                     61,345      175,316      172,887     134,196     201,447
   Partners' capital                53,748      168,419      165,013     121,740     191,214

</TABLE>


                                      -18-
<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 Programs.

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



                                      -19-
<PAGE>



and  processing  facilities.  The effect of these  factors on future oil and gas
industry trends cannot be accurately predicted or anticipated.  In addition, the
domestic  oil and gas  industry is highly  competitive,  with a large  number of
companies and individuals  engaged in the exploration and development of oil and
gas  properties.  Predicting  future  prices is not  possible.  Concerning  past
trends,  oil and gas prices in the United  States have been highly  volatile for
many years.

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

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

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



                                      -20-
<PAGE>



      Results of Operations

                                1985-1 Program
                                ---------------

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

      Total oil and gas sales decreased  $110,560 (20.8%) in 2001 as compared to
2000.  Of this  decrease,  approximately  $268,000  was related to a decrease in
volumes of gas sold.  This  decrease  was  partially  offset by an  increase  of
approximately  $162,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 126 barrels and 72,485 Mcf,  respectively,
in 2001 as compared to 2000.  The decrease in volumes of gas sold was  primarily
due to (i) a negative  prior  period  payout  adjustment  on one well,  (ii) the
1985-1  Program's  receipt of a reduced  percentage  of sales on  several  wells
during 2001 due to gas balancing, and (iii) normal declines in production. These
decreases were partially offset by the 1985-1 Program's  receipt of an increased
percentage of sales on another well during 2001 due to gas balancing.  As of the
date of this Annual Report,  management expects the gas balancing adjustments to
continue for the foreseeable future, thereby continuing to affect volumes of gas
sold for the 1985-1 Program.  Average oil prices  decreased to $24.86 per barrel
in 2001 from $27.10 per barrel in 2000.  Average gas prices  increased  to $6.07
per Mcf for 2001 from $3.70 per Mcf for 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $8,404  (6.4%) in 2001 as compared to 2000.  This
decrease was primarily due to a decrease in lease operating expenses  associated
with the  decreases in volumes of oil and gas sold.  This decrease was partially
offset by workover expenses incurred on one well during 2001. As a percentage of
oil and gas sales, these expenses increased to 29.0% in 2001 from 24.6% in 2000.
This percentage increase was primarily due to the 2001 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $18,306  (228.6%)  in 2001 as  compared to 2000.  This  increase  was
primarily  due to decreases  in the oil and gas prices used in the  valuation of
reserves at December 31, 2001 as compared to December 31,  2000.  This  increase
was partially  offset by (i) upward  revisions in the estimates of remaining oil
and gas reserves at December  31, 2001 and (ii) the  decreases in volumes of oil
and gas sold.  As a percentage of oil and gas sales,  this expense  increased to
6.3% in 2001 from 1.5% in 2000.  This  percentage  increase was primarily due to
the dollar increase in depreciation, depletion, and amortization.



                                      -21-
<PAGE>




      General and  administrative  expenses  increased  $1,140 (2.4%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.7% in 2001 from 9.1% in 2000. This  percentage  increase was primarily due
to the decrease in oil and gas sales.


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

      Total oil and gas sales increased  $237,201 (80.9%) in 2000 as compared to
1999. This increase was primarily related to an increase in the average price of
gas sold.  Volumes of oil sold  increased 16 barrels,  while volumes of gas sold
decreased  59 Mcf in 2000 as  compared to 1999.  The  decrease in volumes of gas
sold was  primarily  due to (i) the  1985-1  Program's  receipt  of a  decreased
percentage  of sales in 2000 due to gas  balancing  on one well and (ii)  normal
declines in production.  These decreases were substantially offset by the 1985-1
Program's  receipt of an increased  percentage  of sales on another well in 2000
due to gas balancing.  Average oil and gas prices increased to $27.10 per barrel
and $3.70 per Mcf,  respectively,  in 2000 from  $15.56 per barrel and $2.05 per
Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $38,971 (42.6%) in 2000 as compared to 1999. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales,  (ii) subsurface  repair and maintenance
expenses  incurred on one well in 2000,  and (iii) a positive prior period lease
operating expense  adjustment made by the operator on one well during 2000. As a
percentage of oil and gas sales,  these expenses decreased to 24.6% in 2000 from
31.2% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $10,730  (57.3%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) an  increase  in the gas price  used in the  valuation  of
reserves  at December  31,  2000 as  compared  to December  31, 1999 and (ii) an
upward  revision in the estimate of remaining gas reserves at December 31, 2000.
As a percentage  of oil and gas sales,  this  expense  decreased to 1.5% in 2000
from 6.4% in 1999.  This  percentage  decrease was  primarily  due to the dollar
decrease in depreciation,  depletion,  and amortization and the increases in the
average prices of oil and gas sold.



                                      -22-
<PAGE>



      General and  administrative  expenses  decreased  $5,051 (9.5%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 9.1% in 2000 from 18.1% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.

                                1985-2 Program
                                ---------------

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

      Total oil and gas sales  decreased  $24,924 (12.6%) in 2001 as compared to
2000. Of this  decrease,  approximately  (i) $13,000 and $24,000,  respectively,
were  related to  decreases  in volumes of oil and gas sold and (ii)  $5,000 was
related to a decrease in the average  price of oil sold.  These  decreases  were
partially offset by an increase of approximately  $17,000 related to an increase
in the  average  price of gas sold.  Volumes of oil and gas sold  decreased  454
barrels and 6,543 Mcf,  respectively,  in 2001 as compared to 2000. The decrease
in volumes of oil sold was  primarily  due to the sale of one well during  early
2000.  The decrease in volumes of gas sold was primarily due to normal  declines
in  production.  Average oil prices  decreased to $25.26 per barrel in 2001 from
$29.49 per barrel in 2000. Average gas prices increased to $4.14 per Mcf in 2001
from $3.65 per Mcf in 2000.

      The 1985-2  Program  sold one well during  2000 for  $59,449  representing
approximately 11% of its total reserves.  The proceeds from this sale would have
reduced the net book value of the 1985-2  Program's  oil and gas  properties  by
185%,  significantly  altering  the  1985-2  Program's  capitalized  cost/proved
reserves   relationship.   Accordingly,   capitalized   costs  were  reduced  by
approximately  11% and a gain on sale of oil and gas  properties  of $55,856 was
recognized. No such sales occurred during 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $9,865 (24.1%) in 2001 as compared to 2000.  This
increase was primarily due to (i) an increase in repair and maintenance expenses
on several  wells  during  2001 as  compared  to 2000 and (ii) a negative  prior
period  lease  operating  expense  adjustment  made by the  operator on one well
during 2000.  These  increases were partially  offset by (i) a decrease in lease
operating expenses associated with the decreases in volumes of oil and gas sold,
(ii) the sale of one well during early 2000,  and (iii) a decrease in production
taxes  associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales,  these  expenses  increased  to 29.5% in 2001 from 20.8% in 2000.
This percentage increase was



                                      -23-
<PAGE>



primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $3,784  (186.2%)  in 2001 as  compared  to 2000.  This  increase  was
primarily  due to decreases  in the oil and gas prices used in the  valuation of
reserves at December 31, 2001 as compared to December 31, 2000.  As a percentage
of oil and gas sales,  this expense increased to 3.4% in 2001 from 1.0% in 2000.
This   percentage   increase  was  primarily  due  to  the  dollar  increase  in
depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $1,175 (3.4%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 20.6% in 2001 from 17.4% in 2000. This percentage  increase was primarily due
to the decrease in oil and gas sales.


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

      Total oil and gas sales  decreased  $1,986  (1.0%) in 2000 as  compared to
1999. Of this decrease,  approximately $17,000 and $80,000,  respectively,  were
related to decreases in the volumes of oil and gas sold.  These  decreases  were
substantially  offset  by  increases  of  approximately   $20,000  and  $75,000,
respectively,  related to increases  in the average  prices of oil and gas sold.
Volumes  of  oil  and  gas  sold   decreased   1,043  barrels  and  43,508  Mcf,
respectively,  in 2000 as compared to 1999.  The decrease in volumes of oil sold
was  primarily  due to the sale of one well during  early 2000.  The decrease in
volumes of gas sold was  primarily  due to a positive gas  balancing  adjustment
made by the  operator  on one  well  during  1999.  Average  oil and gas  prices
increased  to $29.49 per barrel  and $3.65 per Mcf,  respectively,  in 2000 from
$16.71 per barrel and $1.83 per Mcf in 1999.

      During 2000,  the 1985-2  Program  sold one well for $59,449  representing
approximately 11% of its total reserves.  The proceeds from this sale would have
reduced  the net book  value of oil and gas  properties  by 185%,  significantly
altering  the  capitalized   cost/proved  reserves  relationship.   Accordingly,
capitalized costs were reduced by approximately 11% with the remainder  recorded
as a gain on sale of oil and gas properties.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $58,178 (58.7%) in 2000 as compared to 1999. This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decrease  in  volumes of gas sold and (ii) the sale of one
well during early 2000. As a percentage of oil and gas sales, these expenses



                                      -24-
<PAGE>



decreased  to 20.8% in 2000 from 49.8% in 1999.  This  percentage  decrease  was
primarily due to the dollar decrease in oil and gas production  expenses and the
increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $4,630  (69.5%)  in 2000 as  compared  to  1999.  This  decrease  was
primarily  due to (i) the  decreases  in volumes of oil and gas sold and (ii) an
increase in the gas price used in the valuation of reserves at December 31, 2000
as compared to December 31, 1999.  As a  percentage  of oil and gas sales,  this
expense  decreased to 1.0% in 2000 from 3.3% in 1999. This  percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization and the increases in the average prices of oil and gas sold.

      General and  administrative  expenses decreased $16,566 (32.6%) in 2000 as
compared to 1999.  This  decrease was  primarily  due to a change in  allocation
among the 1985-2 Program and other  affiliated  programs of indirect general and
administrative  expenses  reimbursed to the General Partner.  As a percentage of
oil and gas sales, these expenses decreased to 17.4% in 2000 from 25.5% in 1999.
This percentage decrease was primarily due to the dollar decrease in general and
administrative expenses.


      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the limited  partners on a quarterly  basis.  See "Item 5. Market
for the  Registrant's  Limited  Partnership  Units and Related  Limited  Partner
Matters."  The net proceeds  from  production  are not  reinvested in productive
assets,  except to the extent that producing  wells are improved,  where methods
are employed to permit more efficient recovery of reserves,  or where identified
developmental  drilling  or  recompletion  opportunities  are  pursued,  thereby
resulting in a positive  economic  impact.  Assuming 2001 production  levels for
future  years,  the 1985-1 and 1985-2  Programs'  proved  reserve  quantities at
December 31, 2001 would have  remaining  lives of  approximately  12.92 and 6.60
years, respectively, for gas reserves and 7.41 and 6.44 years, respectively, for
oil  reserves.  These  life of  reserves  estimates  are  based  on the  current
estimates of remaining  oil and gas  reserves.  See "Item 2.  Properties"  for a
discussion of these reserve estimates.

      The Programs'  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.  Occasional expenditures by
the Programs for well completions or workovers, however, may reduce or eliminate
cash available for a particular quarterly cash



                                      -25-
<PAGE>



distribution.  The  Programs  have no debt  commitments.  Cash  for  operational
purposes  has  generally  been  provided  by  current  oil and  gas  production.
Management believes that cash for ordinary operational purposes will be provided
by current oil and gas production.

      The 1985-2 Program's Statements of Cash Flows for the years ended December
31, 2001 and 2000 include  proceeds from the sale of oil and gas properties.  It
is possible that the 1985-2 Program's future repurchase values and the amount or
likelihood  of future  cash  distributions  could be  reduced as a result of the
disposition of these properties.

      There can be no  assurance as to the amount of the  Programs'  future cash
distributions.   The  Programs'  ability  to  make  cash  distributions  depends
primarily  upon the level of  available  cash flow  generated  by the  Programs'
operating  activities,  which will be affected (either positively or negatively)
by many factors  beyond the control of the Programs,  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 Programs are not replacing  production through  acquisitions
of producing properties and drilling.


      New Accounting Pronouncements

      Below is a brief  description of a Financial  Accounting  Standard ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Programs'  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  Programs).  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  Programs'
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  Programs'  financial  condition or results of
operations.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental



                                      -26-
<PAGE>



regulations  and tax laws. The general level of inflation in the economy did not
have a material  effect on the  operations  of the Program in 2001.  Oil and gas
prices have  fluctuated  during recent years and generally have not followed the
same pattern as  inflation.  See "Item 2.  Properties - Oil and Gas  Production,
Revenue, and Price History."


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

      The Programs do not hold any market risk sensitive instruments.





                                      -27-
<PAGE>



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



                       REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP


      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1985-1 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
2001 and 2000,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements are the  responsibility of the Program's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.







                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 26, 2002



                                      -28-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1985-1 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 2001 and 2000

                                    ASSETS
                                    ------
                                                           2001        2000
                                                         --------    --------
CURRENT ASSETS:
   Cash and cash equivalents                             $ 60,001    $ 74,676
   Accrued oil and gas sales                               50,440     111,904
                                                          -------     -------

     Total current assets                                $110,441    $186,580

NET OIL AND GAS PROPERTIES, utilizing the
   full cost method                                        57,451      90,269

DEFERRED CHARGE                                            13,602      16,440
                                                          -------     -------

                                                         $181,494    $293,289
                                                          =======     =======

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

CURRENT LIABILITIES:
   Accounts payable                                      $  7,722    $  5,920
   Gas imbalance payable                                   73,949       1,520
                                                          -------     -------
   Total current liabilities                             $ 81,671    $  7,440

ACCRUED LIABILITY                                        $ 57,904    $ 55,582

PARTNERS' CAPITAL:
   General Partner, 41 general partner
     Units                                               $    420    $  2,303
   Limited Partners, issued and
     outstanding 4,100 Units                               41,499     227,964
                                                          -------     -------

     Total Partners' capital                             $ 41,919    $230,267
                                                          -------     -------

                                                         $181,494    $293,289
                                                          =======     =======


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



                                      -29-
<PAGE>




                           DYCO OIL AND GAS PROGRAM
                          1985-1 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999


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

REVENUES:
   Oil and gas sales                         $419,954    $530,514    $293,313
   Interest                                     3,330       3,426       2,362
                                              -------     -------     -------

                                             $423,284    $533,940    $295,675

COSTS AND EXPENSES:
   Lease operating                           $ 87,637    $ 93,412    $ 70,168
   Production taxes                            34,351      36,980      21,253
   Depreciation, depletion, and
     amortization of oil and gas
     properties                                26,313       8,007      18,737
   General and administrative                  49,231      48,091      53,142
                                              -------     -------     -------

                                             $197,532    $186,490    $163,300
                                              -------     -------     -------

NET INCOME                                   $225,752    $347,450    $132,375
                                              =======     =======     =======

GENERAL PARTNER (1%) - NET INCOME            $  2,258    $  3,475    $  1,324
                                              =======     =======     =======

LIMITED PARTNERS (99%) - NET INCOME          $223,494    $343,975    $131,051
                                              =======     =======     =======

NET INCOME per Unit                          $  54.52    $  83.90    $  31.97
                                              =======     =======     =======

UNITS OUTSTANDING                               4,141       4,141       4,141
                                              =======     =======     =======



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



                                      -30-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1985-1 LIMITED PARTNERSHIP
                  Statements of Changes in Partners' Capital
             For the Years Ended December 31, 2001, 2000, and 1999


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

Balances at Dec. 31, 1998                $1,645      $162,897      $164,542
   Cash distributions                   ( 1,035)    ( 102,490)    ( 103,525)
   Net income                             1,324       131,051       132,375
                                          -----       -------       -------

Balances at Dec. 31, 1999                $1,934      $191,458      $193,392
   Cash distributions                   ( 3,106)    ( 307,469)    ( 310,575)
   Net income                             3,475       343,975       347,450
                                          -----       -------       -------

Balances at Dec. 31, 2000                 2,303       227,964       230,267
   Cash distributions                   ( 4,141)    ( 409,959)    ( 414,100)
   Net income                             2,258       223,494       225,752
                                          -----       -------       -------

Balances at Dec. 31, 2001                $  420      $ 41,499      $ 41,919
                                          =====       =======       =======


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



                                      -31-
<PAGE>



                                DYCO OIL AND GAS PROGRAM
                                1985-1 LIMITED PARTNERSHIP
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2001, 2000, and 1999

                                             2001          2000         1999
                                          ----------    ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                              $225,752      $347,450     $132,375
   Adjustments to reconcile net
     income to net cash provided by
     operating activities:
     Depreciation, depletion, and
        amortization of oil and gas
        properties                           26,313         8,007       18,737
     (Increase) decrease in accrued
        oil and gas sales                    61,464     (  56,309)   (  14,079)
     (Increase) decrease in deferred
        charge                                2,838     (   6,813)      11,105
     Increase (decrease) in accounts
        payable                               1,802           867    (   1,740)
     Increase in gas imbalance
        payable                              72,429         1,520         -
     Increase (decrease) in accrued
        liability                             2,322        21,644    (   5,246)
                                            -------       -------      -------
   Net cash provided by operating
     activities                            $392,920      $316,366     $141,152
                                            -------       -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
     and gas properties                    $  6,505      $     13     $   -
                                            -------       -------      -------
   Net cash provided by
     investing activities                  $  6,505      $     13     $   -
                                            -------       -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                     ($414,100)    ($310,575)   ($103,525)
                                            -------       -------      -------
   Net cash used by financing activities  ($414,100)    ($310,575)   ($103,525)
                                            -------       -------      -------

NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                 ($ 14,675)     $  5,804     $ 37,627

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                       74,676        68,872       31,245
                                            -------       -------      -------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                           $ 60,001      $ 74,676     $ 68,872
                                            =======       =======      =======

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



                                      -32-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
                            Notes to Financial Statements
                For the Years Ended December 31, 2001, 2000, and 1999


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

            The  Dyco  Oil and  Gas  Program  1985-1  Limited  Partnership  (the
      "Program"), a Minnesota limited partnership, commenced operations on April
      1, 1985. Dyco Petroleum Corporation ("Dyco") is the General Partner of the
      Program.  Affiliates of Dyco owned 1,683 (41.0%) of the Program's Units at
      December 31, 2001.

            The Program's sole business is the development and production of oil
      and gas with a concentration  on gas.  Substantially  all of the Program's
      gas reserves are being sold  regionally  in the "spot  market." Due to the
      highly  competitive  nature of the spot market,  prices on the spot market
      are  subject  to wide  seasonal  and  regional  pricing  fluctuations.  In
      addition,  such spot market sales are  generally  short-term in nature and
      are  dependent  upon  obtaining   transportation   services   provided  by
      pipelines.  The prices  received for the Program's oil and gas are subject
      to influences such as global consumption and supply trends.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Oil and Gas Properties

            Oil and gas  operations are accounted for using the full cost method
      of accounting. All productive and non-productive costs associated with the
      acquisition,  exploration,  and  development  of oil and gas  reserves are
      capitalized. Capitalized costs are depleted on the gross revenue method



                                      -33-
<PAGE>



      using estimates of proved reserves.  The full cost amortization  rates per
      equivalent  Mcf of gas produced  during the years ended December 31, 2001,
      2000, and 1999 were $0.38, $0.06, and $0.13,  respectively.  The Program's
      calculation  of  depreciation,   depletion,   and  amortization   includes
      estimated future expenditures to be incurred in developing proved reserves
      and  estimated  dismantlement  and  abandonment  costs,  net of  estimated
      salvage  values.  In  the  event  the  unamortized  cost  of oil  and  gas
      properties  being  amortized  exceeds the full cost ceiling (as defined by
      the Securities and Exchange  Commission  ("SEC")) the excess is charged to
      expense  in  the  year  during  which  such  excess   occurs.   Sales  and
      abandonments of properties are accounted for as adjustments of capitalized
      costs  with no gain or loss  recognized,  unless  such  adjustments  would
      significantly alter the relationship  between capitalized costs and proved
      oil and gas reserves.


      Deferred Charge

            The Deferred Charge at December 31, 2001 and 2000  represents  costs
      deferred for lease  operating  expenses  incurred in  connection  with the
      Program's  underproduced  gas  imbalance  positions.   The  rate  used  in
      calculating  the deferred charge is the average  production  costs per Mcf
      during the period the  underproduction  occurred.  At December  31,  2001,
      cumulative total gas sales volumes for underproduced  wells were less than
      the Program's  pro-rata share of total gas production  from these wells by
      24,508 Mcf, resulting in prepaid lease operating  expenses of $13,602.  At
      December 31, 2000,  cumulative  total gas sales volumes for  underproduced
      wells were less than the Program's  pro-rata share of total gas production
      from these  wells by 29,621  Mcf,  resulting  in prepaid  lease  operating
      expenses of $16,440.


      Accrued Liability

            The  Accrued  Liability  at December  31,  2001 and 2000  represents
      charges accrued for lease operating  expenses  incurred in connection with
      the  Program's  overproduced  gas  imbalance  positions.  The rate used in
      calculating the accrued liability is the average  production costs per Mcf
      during the period the  overproduction  occurred.  At  December  31,  2001,
      cumulative  total gas sales volumes for  overproduced  wells  exceeded the
      Program's  pro-rata  share of total gas  production  from  these  wells by
      103,860 Mcf, resulting in accrued lease operating expenses of $57,904.  At
      December 31, 2000,  cumulative  total gas sales  volumes for  overproduced
      wells exceeded the Program's pro-rata share of total gas



                                      -34-
<PAGE>



      production  from these wells by 100,147 Mcf,  resulting  in accrued  lease
      operating expenses of $55,582.


      Oil and Gas Sales and Gas Imbalance Payable

            The Program's oil and condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as revenue unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability. The rates per Mcf used to calculate this liability are based on
      the  average  gas  prices  received  for  the  volumes  at  the  time  the
      overproduction  occurred.  At December 31, 2001,  total sales exceeded the
      Program's  share of  estimated  total gas reserves on two wells by $73,949
      (49,299  Mcf).  At December  31, 2000,  total sales  exceeded the Programs
      share of estimated  total gas reserves on one well by $1,520  (1,013 Mcf).
      These amounts were recorded as gas imbalance  payables in accordance  with
      the sales method.


      Use of Estimates in Financial Statements

            The preparation of financial statements in conformity with generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.  Further,  the deferred charge, the gas imbalance payable,  and
      the accrued  liability all involve estimates which could materially differ
      from the actual amounts ultimately  realized or incurred in the near term.
      Oil and gas reserves (see Note 4) also involve significant estimates which
      could materially differ from the actual amounts ultimately realized.


      New Accounting Pronouncements

           Below is a  brief  description  of a  Financial  Accounting  Standard
     ("FAS") recently issued by the Financial Accounting



                                      -35-
<PAGE>



      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.


      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's  partnership  agreement,  Dyco is
      entitled to receive a  reimbursement  for all direct  expenses and general
      and  administrative,  geological,  and  engineering  expenses it incurs on
      behalf of the Program. During the years ended December 31, 2001, 2000, and
      1999, such expenses totaled $49,231,  $48,091, and $53,142,  respectively,
      of which $34,644, $34,644, and $42,840, respectively,  were paid each year
      to Dyco and its affiliates.

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


3.    MAJOR CUSTOMERS

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



                                      -36-
<PAGE>




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

        El Paso Energy
           Marketing Company                 91.7%   89.7%    82.2%
        Sanguine, Ltd.                         -       -      15.5%


      In the event of interruption of purchases by these  significant  customers
      or the  cessation  or  material  change  in  availability  of  open-access
      transportation  by the Program's  pipeline  transporters,  the Program may
      encounter  difficulty  in marketing  its gas and in  maintaining  historic
      sales levels.  Alternative  purchasers or transporters  may not be readily
      available.


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

            The  following  supplemental  information  regarding the oil and gas
      activities  of  the  Program  is  presented  pursuant  to  the  disclosure
      requirements promulgated by the SEC.


      Capitalized Costs

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

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

      Proved properties                       $20,974,929       $20,981,434

      Less accumulated depreciation,
         depletion, amortization, and
         valuation allowance                 ( 20,917,478)     ( 20,891,165)
                                               ----------        ----------

      Net oil and gas properties              $    57,451       $    90,269
                                               ==========        ==========


      Costs Incurred

            The  Program   incurred  no  oil  and  gas   property   acquisition,
      exploration, or development costs during 2001, 2000, and 1999.




                                      -37-
<PAGE>




Quantities of Proved Oil and Gas Reserves - Unaudited

      Set forth below is a summary of the changes in the net  quantities  of the
Program's  proved oil and gas  reserves  for the years ended  December 31, 2001,
2000, and 1999. Proved reserves were estimated by petroleum  engineers  employed
by affiliates of Dyco.  Certain reserve  information was reviewed by Ryder Scott
Company,  L.P., an independent  petroleum engineering firm. All of the Program's
reserves  are located in the United  States and there are no proved  undeveloped
reserves.  The following  information includes certain gas balancing adjustments
which cause the gas volumes to differ from the reserve  information  prepared by
Dyco and reviewed by Ryder Scott.




                                      -38-
<PAGE>


<TABLE>
<CAPTION>





                                     2001                     2000                       1999
                             --------------------     ---------------------      ---------------------
                                Oil         Gas          Oil         Gas            Oil         Gas
                              (Bbls)       (Mcf)       (Bbls)       (Mcf)         (Bbls)        (Mcf)
                             --------   ---------     --------    ---------      --------    ---------
<S>                          <C>        <C>           <C>         <C>            <C>         <C>
Proved reserves,
   beginning of year          1,119      748,607       1,435       772,092        1,970        716,034

Revisions of previous
   estimates                    411      204,954      (    8)      117,486       (  243)       197,088


Production                   (  182)    ( 68,486)     (  308)     (140,971)      (  292)      (141,030)
                              -----      -------       -----       -------        -----        -------

Proved reserves,
   end of year                1,348      885,075       1,119       748,607        1,435        772,092
                              =====      =======       =====       =======        =====        =======

Proved developed reserves:
   Beginning of year          1,119      748,607       1,435       772,092        1,970        716,034
                              -----      -------       -----       -------        -----        -------
   End of year                1,348      885,075       1,119       748,607        1,435        772,092
                              =====      =======       =====       =======        =====        =======


</TABLE>



                                      -39-
<PAGE>



            The process of estimating oil and gas reserves is complex, requiring
      significant   subjective   decisions  in  the   evaluation   of  available
      geological,  engineering,  and economic data for each reservoir.  The data
      for a given reservoir may change  substantially  over time as a result of,
      among other things,  additional development activity,  production history,
      and  viability  of   production   under   varying   economic   conditions;
      consequently,  it  is  reasonably  possible  that  material  revisions  to
      existing  reserve  estimates may occur in the near future.  Although every
      reasonable  effort  has been made to  ensure  that the  reserve  estimates
      reported  herein  represent the most  accurate  assessment  possible,  the
      significance  of  the  subjective  decisions  required  and  variances  in
      available data for various reservoirs make these estimates  generally less
      precise  than other  estimates  presented  in  connection  with  financial
      statement disclosures.  The Program's reserves were determined at December
      31,  2001 using oil and gas prices of $16.33 per barrel and $2.41 per Mcf,
      respectively.


5.    QUARTERLY FINANCIAL DATA (Unaudited)

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





                                      -40-
<PAGE>



                               Dyco 1985-1 Program
                              --------------------

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

Total Revenues           $234,459       $117,551       $ 74,729       ($ 3,455)
Gross Profit (Loss) (1)   202,665         94,808         46,927       ( 43,104)
Net Income (Loss)         178,243         76,887         24,083       ( 53,461)
Limited Partners'
   Net Income (Loss)
   Per Unit                 43.04          18.57           5.82       (  12.91)

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

Total Revenues           $ 94,511       $110,709       $123,369       $205,351
Gross Profit (1)           69,655         88,825         91,577        153,491
Net Income                 47,692         77,437         76,968        145,353
Limited Partners'
   Net Income
   Per Unit                 11.52          18.70          18.58          35.10

----------------------
(1)  Total revenues less oil and gas production expenses.
(2)  Total  revenue in the  fourth  quarter  was  detrimentally  impacted  by an
     approximate 46,000 Mcf imbalance  adjustment on the Music 1-2 well due to a
     payout that occurred in 1992 but not realized  until 2001.  Said  imbalance
     adjustment caused an approximate  $68,000 increase in gas imbalance payable
     and an offsetting decrease in total revenues.




                                      -41-
<PAGE>





                       REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP

      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1985-2 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
2001 and 2000,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  2001,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements are the  responsibility of the Program's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.










                                    PricewaterhouseCoopers LLP





Tulsa, Oklahoma
March 26, 2002





                                      -42-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1985-2 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 2001 and 2000

                                    ASSETS
                                    ------
                                                           2001        2000
                                                         -------     --------
CURRENT ASSETS:
   Cash and cash equivalents                             $ 5,194     $ 90,826
   Accrued oil and gas sales                              14,593       35,902
                                                          ------      -------
     Total current assets                                $19,787     $126,728

NET OIL AND GAS PROPERTIES, utilizing the
   full cost method                                       21,211       27,549

DEFERRED CHARGE                                           20,347       21,039
                                                          ------      -------

                                                         $61,345     $175,316
                                                          ======      =======

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

CURRENT LIABILITIES:
   Accounts payable                                      $ 4,117     $  2,921
                                                          ------      -------

     Total current liabilities                           $ 4,117     $  2,921

ACCRUED LIABILITY                                        $ 3,480     $  3,976

PARTNERS' CAPITAL:
   General Partner, 44 general partner
     Units                                               $   538     $  1,684
   Limited Partners, issued and
     outstanding, 4,330 Units                             53,210      166,735
                                                          ------      -------

     Total Partners' capital                             $53,748     $168,419
                                                          ------      -------
                                                         $61,345     $175,316
                                                          ======      =======




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



                                      -43-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1985-2 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999


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

REVENUES:
   Oil and gas sales                      $172,119    $197,043     $199,029
   Interest                                  2,031       2,634          785
   Gain on sale of
     oil and gas properties                   -         55,856         -
                                           -------     -------      -------

                                          $174,150    $255,533     $199,814

COSTS AND EXPENSES:
   Lease operating                          38,675      27,381       85,341
   Production taxes                         12,123      13,552       13,770
   Depreciation, depletion, and
     amortization of oil and gas
     properties                              5,816       2,032        6,662
   General and administrative               35,377      34,202       50,768
                                           -------     -------      -------

                                          $ 91,991    $ 77,167     $156,541
                                           -------     -------      -------

NET INCOME                                $ 82,159    $178,366     $ 43,273
                                           =======     =======      =======

GENERAL PARTNER (1%) - NET
   INCOME                                 $    822    $  1,784     $    433
                                           =======     =======      =======

LIMITED PARTNERS (99%) - NET
   INCOME                                 $ 81,337    $176,582     $ 42,840
                                           =======     =======      =======

NET INCOME per Unit                       $  18.78    $  40.78     $   9.89
                                           =======     =======      =======

UNITS OUTSTANDING                            4,374       4,374        4,374
                                           =======     =======      =======




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



                                      -44-
<PAGE>



                         DYCO OIL AND GAS PROGRAM 1985-2
                               LIMITED PARTNERSHIP
                 Statements of Changes in Partners' Capital For
                the Years Ended December 31, 2001, 2000, and 1999


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


Balances at Dec. 31, 1998                $1,217      $120,523      $121,740
   Net income                               433        42,840        43,273
                                          -----       -------       -------

Balances at Dec. 31, 1999                $1,650      $163,363      $165,013
   Cash distributions                   ( 1,750)    ( 173,210)    ( 174,960)
   Net income                             1,784       176,582       178,366
                                          -----       -------       -------

Balances at Dec. 31, 2000                $1,684      $166,735      $168,419
   Cash distributions                   ( 1,968)    ( 194,862)    ( 196,830)
   Net income                               822        81,337        82,159
                                          -----       -------       -------

Balances at Dec. 31, 2001                $  538      $ 53,210      $ 53,748
                                          =====       =======       =======


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



                                      -45-
<PAGE>




                                 DYCO OIL AND GAS PROGRAM
                                1985-2 LIMITED PARTNERSHIP
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2001, 2000, and 1999

                                            2001          2000         1999
                                         ----------    ----------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                             $ 82,159      $178,366     $43,273
   Adjustments to reconcile net
     income to net cash provided
     by operating activities:
     Depreciation, depletion, and
        amortization of oil and gas
        properties                           5,816         2,032       6,662
     Gain on sale of oil and
        gas properties                        -        (  55,856)       -
     (Increase) decrease in accrued
        oil and gas sales                   21,309        46,594    ( 68,710)
     (Increase) decrease in
       deferred charge                         692     (   4,783)     37,919
     Increase (decrease) in
        accounts payable                     1,196     (   1,726)        409
     Increase (decrease) in
        accrued liability                (     496)          749    (  4,991)
                                           -------       -------      ------
   Net cash provided by operating
     activities                           $110,676      $165,376     $14,562
                                           -------       -------      ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
     and gas properties                   $    522      $ 59,448     $  -
   Additions to oil and gas
     properties                               -             -       (     12)
                                           -------       -------      ------
   Net cash provided (used) by
     investing activities                 $    522      $ 59,448    ($    12)
                                           -------       -------      ------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                    ($196,830)    ($174,960)    $  -
                                           -------       -------      ------
   Net cash used by financing
     activities                          ($196,830)    ($174,960)    $  -
                                           -------       -------      ------




                                      -46-
<PAGE>




NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                  ($ 85,632)     $ 49,864     $14,550

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                      90,826        40,962      26,412
                                           -------       -------      ------
CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                          $  5,194      $ 90,826     $40,962
                                           =======       =======      ======


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



                                      -47-
<PAGE>



               DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 2001, 2000, and 1999



1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

            The  Dyco  Oil and  Gas  Program  1985-2  Limited  Partnership  (the
      "Program"),  a Minnesota  limited  partnership,  commenced  operations  on
      August 26,  1985.  Dyco  Petroleum  Corporation  ("Dyco")  is the  General
      Partner of the  Program.  Affiliates  of Dyco owned  1,819  (42.0%) of the
      Program's Units at December 31, 2001.

            The Program's sole business is the development and production of oil
      and gas with a concentration  on gas.  Substantially  all of the Program's
      gas reserves are being sold  regionally  in the "spot  market." Due to the
      highly  competitive  nature of the spot market,  prices on the spot market
      are  subject  to wide  seasonal  and  regional  pricing  fluctuations.  In
      addition,  such spot market sales are  generally  short-term in nature and
      are  dependent  upon  obtaining   transportation   services   provided  by
      pipelines.  The prices  received for the Program's oil and gas are subject
      to influences such as global consumption and supply trends.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Oil and Gas Properties

            Oil and gas  operations are accounted for using the full cost method
      of accounting. All productive and non-productive costs associated with the
      acquisition,  exploration,  and  development  of oil and gas  reserves are
      capitalized.



                                      -48-
<PAGE>



      Capitalized costs are depleted on the gross revenue method using estimates
      of proved reserves. The full cost amortization rates per equivalent Mcf of
      gas produced  during the years ended  December 31, 2001,  2000,  and 1999,
      were $0.14, $0.04, and $0.07,  respectively.  The Program's calculation of
      depreciation,   depletion,  and  amortization  includes  estimated  future
      expenditures  to be incurred in developing  proved  reserves and estimated
      dismantlement  and abandonment  costs, net of estimated salvage values. In
      the event the unamortized  cost of oil and gas properties  being amortized
      exceeds the full cost ceiling (as defined by the  Securities  and Exchange
      Commission("SEC"))  the excess is  charged  to expense in the year  during
      which  such  excess  occurs.  Sales and  abandonments  of  properties  are
      accounted for as  adjustments  of  capitalized  costs with no gain or loss
      recognized,   unless  such  adjustments  would   significantly  alter  the
      relationship  between  capitalized  costs and proved oil and gas reserves.
      During the second  quarter of 2000,  the Program sold one well for $59,449
      representing  approximately  11% of its total reserves.  The proceeds from
      this  sale  would  have  reduced  the net  book  value  of the oil and gas
      properties by 185%,  significantly  altering the  capitalized  cost/proved
      reserves  relationship.  Accordingly,  capitalized  costs were  reduced by
      approximately 11% with the remainder recorded as a gain on sale of oil and
      gas properties.


      Deferred Charge

            The Deferred Charge at December 31, 2001 and 2000  represents  costs
      deferred for lease  operating  expenses  incurred in  connection  with the
      Program's  underproduced  gas  imbalance  positions.   The  rate  used  in
      calculating  the deferred charge is the average  production  costs per Mcf
      during the period the  underproduction  occurred.  At December  31,  2001,
      cumulative total gas sales volumes for underproduced  wells were less than
      the Program's  pro-rata share of total gas production  from these wells by
      34,840 Mcf, resulting in prepaid lease operating  expenses of $20,347.  At
      December 31, 2000,  cumulative  total gas sales volumes for  underproduced
      wells were less than the Program's  pro-rata share of total gas production
      from these  wells by 36,026  Mcf,  resulting  in prepaid  lease  operating
      expenses of $21,039.


      Accrued Liability

            The  Accrued  Liability  at December  31,  2001 and 2000  represents
      charges accrued for lease operating  expenses  incurred in connection with
      the  Program's  overproduced  gas  imbalance  positions.  The rate used in
      calculating the accrued liability is the average production costs per Mcf



                                      -49-
<PAGE>



      during the period the  overproduction  occurred.  At  December  31,  2001,
      cumulative  total gas sales volumes for  overproduced  wells  exceeded the
      Program's pro-rata share of total gas production from these wells by 5,959
      Mcf,  resulting in accrued lease operating expenses of $3,480. At December
      31,  2000,  cumulative  total gas sales  volumes  for  overproduced  wells
      exceeded the Program's  pro-rata share of total gas production  from these
      wells by 6,808 Mcf,  resulting  in accrued  lease  operating  expenses  of
      $3,976.


      Oil and Gas Sales and Gas Imbalance Payable

            The Program's oil and condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered and title  transferred to the gas sales  contracts
      covering the Program's interest in gas reserves.  During such times as the
      Program's sales of gas exceed its pro rata ownership in a well, such sales
      are recorded as revenue unless total sales from the well have exceeded the
      Program's share of estimated total gas reserves underlying the property at
      which time such excess is recorded as a  liability.  At December  31, 2001
      and 2000, no such liability was recorded.


      Use of Estimates in Financial Statements

            The preparation of financial statements in conformity with generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.  Further, the deferred charge and the accrued liability involve
      estimates which could materially differ from the actual amounts ultimately
      realized or incurred in the near term.  Oil and gas reserves  (see Note 4)
      also involve significant  estimates which could materially differ from the
      actual amounts ultimately realized.


      New Accounting Pronouncements

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



                                      -50-
<PAGE>



      Program's future results of operations and financial position.

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


      Income Taxes

            Income or loss for income tax purposes is  includable  in the income
      tax returns of the partners. Accordingly, no recognition has been given to
      income taxes in the accompanying financial statements.


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, 2001, 2000, and 1999,
      such expenses totaled $35,377, 34,202, and $50,768, respectively, of which
      $20,568, $20,568, and $40,272,  respectively,  were paid each year to Dyco
      and its affiliates.

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

3.    MAJOR CUSTOMERS

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



                                      -51-
<PAGE>




           Purchaser                     2001     2000    1999
           ---------                     -----    -----   -----
           El Paso Energy
             Marketing Company           76.1%    68.9%   66.7%
           EOTT Energy
             Operating LP                  -        -     15.7%
           Mobil Oil Corporation           -      18.2%   13.4%

      In the event of interruption of purchases by these  significant  customers
      or the  cessation  or  material  change  in  availability  of  open-access
      transportation  by the Program's  pipeline  transporters,  the Program may
      encounter  difficulty  in marketing  its gas and in  maintaining  historic
      sales levels.  Alternative  purchasers or transporters  may not be readily
      available.


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

            The  following  supplemental  information  regarding the oil and gas
      activities  of  the  Program  is  presented  pursuant  to  the  disclosure
      requirements promulgated by the SEC.

      Capitalized Costs

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

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

     Proved properties                        $22,427,027       $22,427,549

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance                   ( 22,405,816)     ( 22,400,000)
                                               ----------        ----------

     Net oil and gas properties               $    21,211       $    27,549
                                               ==========        ==========


      Costs Incurred

            The  Program  incurred  no  oil  and  gas  property  acquisition  or
      exploration  costs  during 2001,  2000,  and 1999.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 2001, 2000, and 1999 were as follows:



                                      -52-
<PAGE>



                                                      December 31,
                                             -----------------------------
                                              2001        2000      1999
                                             -----        -----     -----
            Development costs                $   -       $   -      $  12



      Quantities of Proved Oil and Gas Reserves - Unaudited

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



                                      -53-
<PAGE>

<TABLE>
<CAPTION>






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

<S>                        <C>         <C>             <C>         <C>              <C>         <C>
Proved reserves,
   beginning of year        8,062       269,805         13,401      312,855          7,743       264,024

Revisions of previous
   estimates                  327      (  6,080)           367       13,225          8,282       133,576

Sales of reserves            -             -           ( 4,125)    ( 15,038)          -             -

Production                 (1,127)     ( 34,694)       ( 1,581)    ( 41,237)       ( 2,624)      (84,745)
                            -----       -------         ------      -------         ------        -------

Proved reserves,
   end of year              7,262       229,031          8,062      269,805         13,401       312,855
                            =====       =======         ======      =======         ======       =======

Proved developed reserves:
   Beginning of year        8,062       269,805         13,401      312,855          7,743       264,024
                            -----       -------         ------      -------         ------       -------
   End of year              7,262       229,031          8,062      269,805         13,401       312,855
                            =====       =======         ======      =======         ======       =======


</TABLE>


                                      -54-
<PAGE>



            The process of estimating oil and gas reserves is complex, requiring
       significant   subjective   decisions  in  the   evaluation  of  available
       geological,  engineering,  and economic data for each reservoir. The data
       for a given reservoir may change  substantially over time as a result of,
       among other things, additional development activity,  production history,
       and  viability  of  production   under   varying   economic   conditions;
       consequently,  it is  reasonably  possible  that  material  revisions  to
       existing reserve  estimates may occur in the near future.  Although every
       reasonable  effort  has been made to ensure  that the  reserve  estimates
       reported  herein  represent the most accurate  assessment  possible,  the
       significance  of the  subjective  decisions  required  and  variances  in
       available data for various reservoirs make these estimates generally less
       precise than other  estimates  presented  in  connection  with  financial
       statement disclosures. The Program's reserves were determined at December
       31, 2001 using oil and gas prices of $17.91 per barrel and $2.40 per Mcf,
       respectively.


5.    QUARTERLY FINANCIAL DATA (Unaudited)

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





                                      -55-
<PAGE>



                               Dyco 1985-2 Program
                              --------------------


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

Total Revenues           $76,784       $ 45,375        $29,899        $22,092
Gross Profit (1)          63,528         33,417         18,330          8,077
Net Income                47,194         25,245          8,201          1,519
Limited Partners'
   Net Income
   Per Unit                10.79           5.77           1.88           0.34


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

Total Revenues           $36,814       $103,253        $55,654        $59,812
Gross Profit (1)          24,206         96,276         44,559         49,559
Net Income                 9,623         89,359         35,844         43,540
Limited Partners'
   Net Income
   Per Unit                 2.20          20.43           8.19           9.96


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



                                      -56-
<PAGE>





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

      None.



                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

            NAME            AGE          POSITION WITH DYCO
      ----------------      ---   --------------------------------
      Dennis R. Neill        50   President and Director

      Craig D. Loseke        33   Chief Financial Officer

      Judy K. Fox            51   Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Dyco on June 18, 1991,  and was named  President of Dyco on June 30,
1996. Prior to joining Samson,  he was associated with a Tulsa law firm,  Conner
and  Winters,  where his  principal  practice  was in the  securities  area.  He
received a Bachelor of Arts degree in  political  science  from  Oklahoma  State
University and a Juris Doctorate  degree from the University of Texas. Mr. Neill
also  serves as  Senior  Vice  President  of Samson  Investment  Company  and as
President and Director of Samson Properties  Incorporated,  Samson  Hydrocarbons
Company, Berry Gas Company,  Circle L Drilling Company,  Compression,  Inc., and
Geodyne Resources, Inc. and its subsidiaries.

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




                                      -57-
<PAGE>



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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best  knowledge of the  Programs and Dyco,  there were no officers,
directors,  or ten  percent  owners who were  delinquent  filers  during 2000 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.


ITEM 11.    EXECUTIVE COMPENSATION

      The Programs are limited partnerships and, therefore,  have no officers or
directors.  The following  table  summarizes the amounts paid by the Programs as
compensation and  reimbursements  to Dyco and its affiliates for the three years
ended December 31, 2001:




                                      -58-
<PAGE>



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

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

1985-1 Program
--------------

   Compensation:
     Operations                                   (2)        (2)        (2)

   Reimbursements:
     General and Administrative,
       Geological, and Engineering
       Expenses and Direct
       Expenses(3)                              $34,644    $34,644    $42,840

1985-2 Program
--------------

   Compensation:
     Operations                                   (2)        (2)        (2)

   Reimbursements:
     General and Administrative,
       Geological, and Engineering
       Expenses and Direct
       Expenses(3)                              $20,568    $20,568    $40,272

----------

(1)   The  authority  for  all of such  compensation  and  reimbursement  is the
      Program Agreements. 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 Programs  serve as operator of a significant  portion of
      the  Programs'  wells.  Dyco,  as  General  Partner,  contracts  with such
      affiliates  for  services  as  operator of the wells.  As  operator,  such
      affiliates are  compensated at rates provided in the operating  agreements
      in effect and charged to all parties to such agreement.  The dollar amount
      of such compensation paid by the Programs to such affiliates is impossible
      to quantify as of the date of this Annual Report.
(3)   The  Programs  reimburse  Dyco  and  its  affiliates  for  reasonable  and
      necessary general and administrative, geological, and engineering expenses
      and direct expenses incurred in



                                      -59-
<PAGE>



      connection  with their  management  and  operation  of the  Programs.  The
      directors,  officers,  and employees of Dyco and its affiliates receive no
      direct  remuneration from the Programs for their services to the Programs.
      See  "Salary   Reimbursement  Table"  below.  The  allocable  general  and
      administrative,  geological, and engineering expenses are apportioned on a
      reasonable basis between the Programs'  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 Programs 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 Programs for their services.  However,  to the extent such
services represent direct  involvement with the Programs,  as opposed to general
corporate  functions,  such persons' salaries are allocated to and reimbursed by
the  Programs.  Such  allocation to the  Programs'  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 Programs'  operations.  When actual costs incurred  benefit
other  partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Program's  reserves  tot the total  reserves  owned by all
partnerships  and  affiliates.  The following  table  indicates the  approximate
amount of general and administrative  expense reimbursement  attributable to the
salaries of the  directors,  officers,  and employees of Dyco and its affiliates
for the three years ended December 31, 2001:



                                      -60-
<PAGE>
<TABLE>
<CAPTION>

                                         Salary Reimbursements
                                  Three Years Ended December 31, 2001

                                             1985-1 Program
                                             --------------

                                                            Long Term Compensation
                                                       ----------------------------------
                            Annual Compensation                Awards             Payouts
                        ----------------------------   -----------------------    -------
                                                                       Securi-
                                                Other                   ties                  All
     Name                                       Annual    Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position        Year      ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------    ----    -------    -------   -------   ----------   --------    -------   -------
<S>                <C>     <C>          <C>       <C>       <C>          <C>         <C>       <C>


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

All Executive
Officers,
Directors,
and Employees
as a group(2)      1999    $26,167       -         -         -            -           -         -
                   2000    $20,561       -         -         -            -           -         -
                   2001    $19,234       -         -         -            -           -         -
----------
(1)  The  general and  administrative  expenses  paid by the 1985-1  Program and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Neill.
(2)  No  officer  or  director  of Dyco  or its  affiliates  provides  full-time
     services  to  the  1985-1  Program  and no  individual's  salary  or  other
     compensation  reimbursement  from the  1985-1  Program  equals  or  exceeds
     $100,000 per annum.

</TABLE>


                                      -61-
<PAGE>

<TABLE>
<CAPTION>


                                         Salary Reimbursements
                                  Three Years Ended December 31, 2001

                                             1985-2 Program
                                             --------------
                                                            Long Term Compensation
                                                       ----------------------------------
                            Annual Compensation                Awards             Payouts
                        ----------------------------   -----------------------    -------
                                                                       Securi-
                                                Other                   ties                  All
     Name                                       Annual    Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position        Year      ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------    ----    -------    -------   -------   ----------   --------    -------   -------
<S>                <C>     <C>          <C>       <C>       <C>          <C>         <C>       <C>
Dennis R. Neill
President(1)       1999      -           -         -         -            -           -         -
                   2000      -           -         -         -            -           -         -
                   2001      -           -         -         -            -           -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)      1999    $24,598       -         -         -            -           -         -
                   2000    $12,207       -         -         -            -           -         -
                   2001    $11,419       -         -         -            -           -         -
----------
(1)  The  general and  administrative  expenses  paid by the 1985-2  Program and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Neill.
(2)  No  officer  or  director  of Dyco  or its  affiliates  provides  full-time
     services  to  the  1985-2  Program  and no  individual's  salary  or  other
     compensation  reimbursement  from the  1985-2  Program  equals  or  exceeds
     $100,000 per annum.

</TABLE>


                                      -62-
<PAGE>



      Samson  maintains  necessary  inventories of new and used field equipment.
Samson may have provided some of this  equipment for wells in which the Programs
have an  interest.  This  equipment  was provided at prices or rates equal to or
less than those normally  charged in the same or comparable  geographic  area by
unaffiliated  persons or companies  dealing at arm's  length.  The  operators of
these  wells  bill the  Programs  for a portion  of such  costs  based  upon the
Programs' 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 Programs' Units as of March 1, 2002 by each beneficial owner of more than 5%
of  the  issued  and  outstanding  Units  and by the  directors,  officers,  and
affiliates  of Dyco.  The address of each of such persons is Samson  Plaza,  Two
West Second Street, Tulsa, Oklahoma 74103.


                                                     Number of Units
                                                      Beneficially
                                                     Owned (Percent
              Beneficial Owner                       of Outstanding)
      ---------------------------------             -----------------

      1985-1 Program:
      --------------

        Samson Resources Company                     1,685  (41.1%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                      1,685  (41.1%)

      1985-2 Program:
      --------------

        Samson Resources Company                     1,825  (42.1%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                      1,825  (42.1%)



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain affiliates of Dyco engage in oil and gas activities  independently
of the Programs  which  result in  conflicts of interest  that cannot be totally
eliminated. The allocation of



                                      -63-
<PAGE>



acquisition  and  drilling  opportunities  and the  nature  of the  compensation
arrangements  between the Programs  and such  affiliates  also create  potential
conflicts of interest.  An  affiliate of Dyco owns a  significant  amount of the
Programs'  Units and  therefore  has an identity of interest  with other limited
partners with respect to the operations of the Programs.

      In order to attempt to assure  limited  liability for limited  partners as
well as an orderly conduct of business,  management of the Programs is exercised
solely by Dyco. The Program Agreements grant Dyco broad discretionary  authority
with  respect  to  the  Programs'   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 Programs  involves  circumstances  where Dyco has  conflicts of interest and
where it must allocate costs and expenses, or opportunities,  among the Programs
and other competing interests.

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

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






                                      -64-
<PAGE>



                                    PART IV


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


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

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

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

            (2)   Financial Statement Schedules:

                        None.

            (3)   Exhibits:

                  4.1   Drilling  Agreement dated April 1, 1985 for Dyco Oil and
                        Gas  Program  1985-1  by and  between  Dyco  Oil and Gas
                        Program 1985-1, 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 8, 1992
                        and is hereby incorporated by reference.

                  4.2   Program  Agreement  dated April 1, 1985 for Dyco Oil and
                        Gas  Program   1985-1  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 8, 1992 and is hereby  incorporated by
                        reference.

                  4.3   Amendment  to  Program  Agreement  for  Dyco Oil and Gas
                        Program  1985-1 dated  February 9, 1989 filed as Exhibit
                        4.3 to  Annual  Report  on Form 10K for the  year  ended
                        December  31,  1991  on  April  8,  1992  and is  hereby
                        incorporated by reference.



                                      -65-
<PAGE>




                  4.4   Certificate of Limited Partnership, as amended, for Dyco
                        Oil and Gas Program 1985-1 Limited  Partnership filed as
                        Exhibit  4.4 to Annual  Report on Form 10-K for the year
                        ended  December  31, 1991 on April 8, 1992 and is hereby
                        incorporated by reference.

                  4.5   Drilling  Agreement  dated  August 26, 1985 for Dyco Oil
                        and Gas Program  1985-2 by and between  Dyco Oil and Gas
                        Program 1985-2, Dyco Petroleum Corporation,  and Jaye F.
                        Dyer filed as Exhibit 4.5 to Annual  Report on Form 10-K
                        for the year ended  December  31,  1991 on April 8, 1992
                        and is hereby incorporated by reference.

                  4.6   Program Agreement dated August 26, 1985 for Dyco Oil and
                        Gas  Program   1985-2  by  and  between  Dyco  Petroleum
                        Corporation and the Participants filed as Exhibit 4.6 to
                        Annual  Report on Form 10-K for the year ended  December
                        31, 1991 on April 8, 1992 and is hereby  incorporated by
                        reference.

                  4.7   Amendment  to  Program  Agreement  for  Dyco Oil and Gas
                        Program  1985-2 dated  February 9, 1989 filed as Exhibit
                        4.7 to Annual  Report  on Form  10-K for the year  ended
                        December  31,  1991  on  April  8,  1992  and is  hereby
                        incorporated by reference.

                  4.8   Certificate of Limited Partnership, as amended, for Dyco
                        Oil and Gas Program 1985-2 Limited  Partnership filed as
                        Exhibit  4.8 to Annual  Report on Form 10-K for the year
                        ended  December  31, 1991 on April 8, 1992 and is hereby
                        incorporated by reference.

               *23.1    Consent  of Ryder Scott  Company,  L.P. for Dyco Oil and
                        Gas Program  1985-1  Limited Partnership.

               *23.2    Consent of Ryder Scott  Company,  L.P. for Dyco Oil  and
                        Gas Program  1985-2  Limited Partnership.



                                      -66-
<PAGE>




                  All other Exhibits are omitted as inapplicable.


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


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

                  None.




                                      -67-
<PAGE>



                                   SIGNATURES

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

                                    DYCO OIL AND GAS PROGRAM 1985-1
                                    LIMITED PARTNERSHIP

                                    By: DYCO PETROLEUM CORPORATION
                                        General Partner

                                        March 26, 2002


                                    By:   //s// Dennis R. Neill
                                          ------------------------------
                                          Dennis R. Neill
                                          President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities on the dates indicated.

By:   /s/Dennis R. Neill      President and                  March 26, 2002
      -------------------     Director (Principal
         Dennis R. Neill      Executive Officer)

      /s/Craig D. Loseke      Chief Financial                March 26, 2002
      -------------------     Officer (Principal
         Craig D. Loseke      Financial and
                              Accounting Officer)

      /s/Judy K. Fox          Secretary                      March 26, 2002
      -------------------
         Judy K. Fox



                                      -68-
<PAGE>



                                  SIGNATURES

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

                                    DYCO OIL AND GAS PROGRAM 1985-2
                                    LIMITED PARTNERSHIP

                                    By: DYCO PETROLEUM CORPORATION
                                        General Partner

                                        March 26, 2002

                                    By:   /s/Dennis R. Neill
                                          ------------------------------
                                          Dennis R. Neill
                                          President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities on the dates indicated.

By:   /s/Dennis R. Neill      President and                  March 26, 2002
      -------------------     Director (Principal
         Dennis R. Neill      Executive Officer)

      /s/Craig D. Loseke      Chief Financial                March 26, 2002
      -------------------     Officer (Principal
         Craig D. Loseke      Financial and
                              Accounting Officer)

      /s/Judy K. Fox          Secretary                      March 26, 2002
      -------------------
         Judy K. Fox




                                      -69-
<PAGE>



                               INDEX TO EXHIBITS


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

4.1         Drilling  Agreement dated April 1, 1985 for Dyco Oil and Gas Program
            1985-1  by and  between  Dyco  Oil  and  Gas  Program  1985-1,  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 8, 1992 and is hereby incorporated by reference.

4.2         Program  Agreement  dated April 1, 1985 for Dyco Oil and Gas Program
            1985-1  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 8,  1992 and is hereby
            incorporated by reference.

4.3         Amendment to Program  Agreement for Dyco Oil and Gas Program  1985-1
            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 8, 1992 and is
            hereby incorporated by reference.

4.4         Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
            Program  1985-1 Limited  Partnership  filed as Exhibit 4.4 to Annual
            Report on Form 10-K for the year ended December 31, 1991 on April 8,
            1992 and is hereby incorporated by reference.

4.5         Drilling  Agreement  dated  August  26,  1985  for  Dyco Oil and Gas
            Program 1985-2 by and between Dyco Oil and Gas Program 1985-2,  Dyco
            Petroleum  Corporation,  and Jaye F. Dyer  filed as  Exhibit  4.5 to
            Annual  Report on Form 10-K for the year ended  December 31, 1991 on
            April 8, 1992 and is hereby incorporated by reference.

4.6         Program Agreement dated August 26, 1985 for Dyco Oil and Gas Program
            1985-2  by  and  between   Dyco   Petroleum   Corporation   and  the
            Participants  filed as Exhibit 4.6 to Annual Report on Form 10-K for
            the year  ended  December  31,  1991 on April 8,  1992 and is hereby
            incorporated by reference.

4.7         Amendment to Program  Agreement for Dyco Oil and Gas Program  1985-2
            Limited  Partnership  dated February 9, 1989 filed as Exhibit 4.7 to
            Annual  Report on Form 10-K for the year ended  December 31, 1991 on
            April 8, 1992 and is hereby incorporated by reference.




                                      -70-
<PAGE>



4.8         Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
            Program  1985-2 Limited  Partnership  filed as Exhibit 4.8 to Annual
            Report on Form 10-K for the year ended December 31, 1991 on April 8,
            1992 and is hereby incorporated by reference.

*23.1       Consent  of  Ryder  Scott Company, L.P. for Dyco Oil and Gas Program
            1985-1 Limited Partnership.

*23.2       Consent  of  Ryder  Scott Company, L.P. for Dyco Oil and Gas Program
            1985-2 Limited Partnership.


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


                                      -71-