<PAGE>

                             FORM 10-K405

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

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

For the fiscal year ended December 31, 1996

Commission File Number 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                           74103
     (Address of principal                      (Zip Code)
      executive offices)

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

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

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

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

     Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405  of Regulation S-K is  not contained herein, and
will  not  be contained,  to the  best  of registrant's  knowledge, in
definitive proxy or  information statements incorporated by  reference
in  Part III of  this Form 10-K405  or any amendment to  this Form 10-
K405.  Yes   X   No       (Disclosure is contained herein)
                   -----    -----

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

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

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


                           TABLE OF CONTENTS



PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    6
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   13
     ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF   LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   13

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
     ITEM 5.   MARKET  FOR  THE REGISTRANT'S  LIMITED PARTNERSHIP
               UNITS AND RELATED LIMITED PARTNER MATTERS  . . . .   13
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   16
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   18
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   28
     ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   53

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
     ITEM 10.  DIRECTORS   AND   EXECUTIVE   OFFICERS    OF   THE
               REGISTRANT . . . . . . . . . . . . . . . . . . . .   53
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   54
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   59
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   60

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   61
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   64

                                  ii
<PAGE>
<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  serves  as  General  Partner of  32  limited  partnerships,
including  the Program.  Dyco  is a wholly-owned  subsidiary of Samson
Investment  Company.    Samson  Investment  Company  and  its  various
corporate subsidiaries,  including  Dyco, (collectively,  the  "Samson
Companies")  are  engaged in  the  production and  development  of and
exploration for oil and gas reserves and the acquisition and operation
of producing properties.   At December 31, 1996, the  Samson Companies
owned interests in approximately  16,000 oil and gas wells  located in
19 states of the United States  and Canada, Venezuela, and Russia.  At
December 31,  1996, the Samson Companies  operated approximately 2,600
oil and  gas wells  located  in 15  states of  the  United States  and
Canada, Venezuela, and Russia.

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

                                   1
<PAGE>
<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.  

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

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

     Regulation  of the  Environment --  The 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 therewith, may increase the
cost of the Programs'  operations or may affect the  Programs' ability
to  complete, in  a  timely fashion,  existing  or future  activities.
Management  anticipates  that  various   local,  state,  and   federal
environmental control  agencies will have an increasing  impact on oil
and gas operations.   

                                   3
<PAGE>
<PAGE>
     Significant Customers

     Purchases  of gas by El Paso Energy Marketing Company ("El Paso")
and  Sanguine,  Ltd.  accounted  for approximately  74.9%  and  17.9%,
respectively,  of the 1985-1 Program's oil and gas revenues during the
year ended  December 31, 1996.   With respect  to the  1985-2 Program,
purchases  of  gas  by  El  Paso  and  Sanguine,  Ltd.  accounted  for
approximately 36.8%  and 12.0%, respectively, of  the 1985-2 Program's
oil  and gas revenues during the year ended December 31, 1996.  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 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.   Purchases of oil by  Mobil Oil
Corporation and Koch Oil Company accounted for approximately 15.9% and
14.8%,  respectively, of  the 1985-2  Program's  oil and  gas revenues
during the  year  ended December  31,  1996.   In the  event  pipeline
facilities are  not conveniently available to  production areas, crude
oil is usually trucked by purchasers to storage facilities. 


     Competition and Marketing

     The domestic oil and  gas industry is highly competitive,  with a
large number of  companies and individuals engaged in  the exploration
and  development  of  oil and  gas  properties.   The  ability  of the
Programs to  produce and market  oil and  gas profitably depends  on a
number of  factors that are beyond the control of the Programs.  These
factors  include worldwide political  instability (especially  in oil-
producing regions),  United Nations  export embargoes, the  supply and
price of foreign imports of oil and gas, the level of consumer product
demand  (which  can  be   heavily  influenced  by  weather  patterns),
government  regulations  and  taxes,  the price  and  availability  of
alternative  fuels,  the   overall  economic   environment,  and   the
availability and capacity of transportation and processing facilities.
The effect  of these  factors on  future oil and  gas industry  trends
cannot be accurately predicted or anticipated.

                                   4
<PAGE>
<PAGE>
     The most  important variable affecting the  Programs' revenues is
the prices  received for the sale  of oil and gas.   Predicting future
prices  is very  difficult.   Concerning  past trends,  average yearly
wellhead gas prices in the United States have been relatively volatile
for a  number of  years.   For the  past ten  years, such  prices have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below  prices received in the early 1980s.   Average gas prices in the
last  several months  have, however,  been somewhat higher  than those
yearly averages.  It is  not known whether this is a  short-term trend
or will lead to higher average gas prices on a longer-term basis.

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

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

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

                                   5
<PAGE>
<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.   The occurrence  of an event  which is not  fully
covered  by  insurance could  have a  material  adverse effect  on the
Programs' financial position 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, 1996.


                          Well Statistics(1)

                        As of December 31, 1996

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

         Gross productive wells(2):
           Oil                             -        3
           Gas                            14       10
                                          --       --
             Total                        14       13

         Net productive wells(3):
           Oil                             -     1.12
           Gas                          1.73     1.17
                                        ----     ----
             Total                      1.73     2.29

----------

                                   6
<PAGE>
<PAGE>
(1)  The designation of a well as an  oil well or gas well is made  by
     Dyco based on the relative amount of oil and gas reserves for the
     well.   Regardless  of a  well's oil  or gas designation,  it may
     produce oil, gas, or both oil and gas.
(2)  As  used throughout  this  Annual Report  on  Form 10-K  ("Annual
     Report"),  "Gross Well"  refers  to a  well  in which  a  working
     interest is owned.  The number of gross wells is the total number
     of wells in which a working interest is owned.
(3)  As used throughout this  Annual Report, "Net Well" refers  to the
     sum  of  the fractional  working interests  owned in  gross wells
     expressed as whole numbers and fractions thereof.  For example, a
     15% leasehold interest in  a well represents one Gross  Well, but
     0.15 Net Well.


     Drilling Activities

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


     Oil and Gas Production, Revenue, and Price History 

     The following  table sets  forth  certain historical  information
concerning the oil (including condensates) and gas production, net  of
all royalties, overriding royalties,  and other third party interests,
of the Programs, revenues attributable to such production, and certain
price and cost information.  

                                   7
<PAGE>
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                          Net Production Data

                                        Year Ended December 31,
                                     ----------------------------
                                       1996      1995      1994
                                     --------  --------  --------
1985-1 Program:
--------------

  Production:
    Oil (Bbls)(1)                         211     6,393     6,437
    Gas (Mcf)(2)                      191,163   224,539   188,883

  Oil and gas sales:
    Oil                              $  4,842  $120,523  $112,534
    Gas                               403,984   293,643   332,046
                                      -------   -------   -------
      Total                          $408,826  $414,166  $444,580
                                      =======   =======   =======

  Total direct operating expenses    $ 93,342  $169,295  $157,550
                                      =======   =======   =======

  Direct operating expenses as a
    percentage of oil and gas sales     22.8%     40.9%     35.4%

  Average sales price:
    Per barrel of oil                  $22.95    $18.85    $17.48
    Per Mcf of gas                       2.11      1.31      1.76

  Direct operating expenses per
    equivalent Mcf of gas(3)           $  .49    $  .64    $  .69


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

  Production:
    Oil (Bbls)(1)                       3,971     8,111     9,466
    Gas (Mcf)(2)                       68,927    91,345   129,797

  Oil and gas sales:
    Oil                              $ 81,549  $140,303  $151,246
    Gas                               148,643   108,931   240,621
                                      -------   -------   -------
      Total                          $230,192  $249,234  $391,867
                                      =======   =======   =======

  Total direct operating expenses    $ 77,992  $130,547  $204,143
                                      =======   =======   =======

                                   8
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  Direct operating expenses as a
    percentage of oil and gas sales     33.9%     52.4%     52.1%

  Average sales price:
    Per barrel of oil                  $20.54    $17.30    $15.98
    Per Mcf of gas                       2.16      1.19      1.85

  Direct operating expenses per
    equivalent Mcf of gas(3)           $  .84    $  .93    $ 1.09

----------

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


     Proved Reserves and Net Present Value

     The following table sets forth the Programs' estimated proved oil
and gas reserves and  net present value therefrom  as of December  31,
1996.  The  schedule of quantities of proved oil  and gas reserves was
prepared  by Dyco  in  accordance with  the  rules prescribed  by  the
Securities and Exchange  Commission (the "SEC").   As used  throughout
this  Annual  Report,  "proved  reserves" refers  to  those  estimated
quantities of crude  oil, gas,  and gas liquids  which geological  and
engineering  data   demonstrate  with   reasonable  certainty   to  be
recoverable  in future years from  known oil and  gas reservoirs under
existing economic and operating conditions.

                                   9
<PAGE>
<PAGE>
     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, 1996.  Such prices were not escalated
except  in  certain circumstances  where  escalations  were fixed  and
readily   determinable   in   accordance   with   applicable  contract
provisions.   The prices used by  Dyco in calculating the  net present
value attributable to the Programs' proved reserves do not necessarily
reflect market  prices  for  oil  and  gas  production  subsequent  to
December  31, 1996.  Furthermore, gas prices at December 31, 1996 were
much  higher than  the price  used for  determining the  Programs' net
present value of proved reserves for  the year ended December 31, 1995
and substantially higher than average prices received by the  Programs
in each of the last several years.  There can be no assurance that the
prices  used in  calculating the  net present  value of  the Programs'
proved reserves at  December 31,  1996 will actually  be realized  for
such production.

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

                                  10
<PAGE>
<PAGE>
                          Proved Reserves and
                          Net Present Values
                         From Proved Reserves

                        As of December 31, 1996

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

           Estimated proved reserves:
             Gas (Mcf)                            732,477
             Oil and liquids (Bbls)                 1,975

           Net present value
             (discounted at 10% per annum)     $1,402,283

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

           Estimated proved reserves:
             Gas (Mcf)                            338,081
             Oil and liquids (Bbls)                18,235

           Net present value
             (discounted at 10% per annum)     $  769,749


     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. 

                                  11
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<PAGE>
     Significant Properties

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

     As  of  December  31,   1996,  the  1985-1  Program's  properties
consisted of 14 gross (1.73 net) productive wells.  The 1985-1 Program
also  owned a non-working interest in one additional well.  Affiliates
of the  1985-1 Program  operate 6  (40%) of its  total wells.   As  of
December  31,  1996, the  1985-1  Program had  estimated  total proved
reserves  of 732,477  Mcf of  gas  and 1,975  barrels of  oil, with  a
present  value (discounted at 10%  per annum) of  estimated future net
cash  flows of $1,402,283.   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.  All
of  the  1985-1  Program's  properties  are  located  onshore  in  the
continental United States.


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

     As  of  December  31,   1996,  the  1985-2  Program's  properties
consisted of 13 gross (2.29 net) productive wells.  The 1985-2 Program
also  owned a non-working interest in one additional well.  Affiliates
of the 1985-2  Program operate  5 (36%)  of its  total wells.   As  of
December  31, 1996,  the  1985-2 Program  had  estimated total  proved
reserves  of 338,081  Mcf of  gas and  18,235 barrels  of oil,  with a
present value (discounted at  10% per annum) of estimated  future cash
flows of $769,749.  Substantially all of the 1985-2 Program's reserves
are  located  in the  Anadarko Basin.    All of  the  1985-2 Program's
properties are located onshore in the continental United States.

     As of December 31,  1996, the 1985-2 Program's properties  in the
Anadarko  Basin consisted of 13 gross (2.29 net) wells.  Affiliates of
the 1985-2 Program operate 5 (38%) of  such wells.  As of December 31,
1996,  the 1985-2 Program had  estimated total proved  reserves in the
Anadarko  Basin of approximately 336,551 Mcf  of gas and approximately
18,235  barrels of crude oil, with  a present value (discounted at 10%
per  annum)  of  estimated  future  net  cash  flow  of  approximately
$765,650.  


     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.


                                 12
<PAGE>
<PAGE>
     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.  


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 1996.  


                                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. 

                                  13
<PAGE>
<PAGE>
                            1985-1 PROGRAM
                            --------------

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

         1995:
           First Quarter        $101          $ -
           Second Quarter        146            -
           Third Quarter         116           30
           Fourth Quarter        116            -

         1996:
           First Quarter        $ 96          $20
           Second Quarter         96            -
           Third Quarter         102           25
           Fourth Quarter        102            -

         1997:
           First Quarter        $102          (1)

----------

(1)  To be declared in March 1997.  

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

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

         1995:
           First Quarter        $23           $ -
           Second Quarter        65             -
           Third Quarter         65             -
           Fourth Quarter        65             -

         1996:
           First Quarter        $30           $35(1)
           Second Quarter        30             -
           Third Quarter         92             -
           Fourth Quarter        92             -

         1997:
           First Quarter        $92           (2)

----------
(1)  Includes proceeds from the sale of oil and gas properties in late
     1995.
(2)  To be declared in March 1997.

                                  14
<PAGE>
<PAGE>
     The 1985-1 Program has  4,141 Units outstanding and approximately
1,706  limited partners of record.  The 1985-2 Program has 4,374 Units
outstanding and approximately 1,676 limited partners of record.

                                  15
<PAGE>
<PAGE>
ITEM 6.   SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                                    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."  
                                         1985-1 Program
                                         --------------
                                                           December 31,
                                        --------------------------------------------------
                                          1996      1995      1994      1993       1992
                                        --------  --------  --------  --------  ----------
<S>                                     <C>       <C>       <C>       <C>       <C>
Summary of Operations:
  Oil and gas sales                     $408,826  $414,166  $444,580  $542,518   $753,638
  Total revenues                         411,171   416,689   446,882   544,058    756,873

  Lease operating expenses                63,559   130,367   117,846   121,325    151,800
  Production taxes                        29,783    38,928    39,704    46,257     67,278
  General and administrative
    expenses                              55,169    55,314    51,307    54,658     59,664
  Depreciation, depletion, and
    amortization of oil and gas
    properties                            27,369    57,994   119,316   131,014    216,044
  Impairment provision                      -       45,262      -         -          -   

  Net income                             235,291    88,824   118,709   190,804    262,087
    per Unit                                  57        21        29        46         63
  Cash distributions                     186,345   124,230   289,870   351,985    496,920
    per Unit                                  45        30        70        85        120

Summary Balance Sheet Data:
  Total assets                           375,408   329,229   344,462   508,388    678,464
  Partners' capital                      339,790   290,844   326,250   497,411    658,592

</TABLE>

                                               16
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                         1985-2 Program
                                         --------------

                                                          December 31,
                                      ----------------------------------------------------
                                         1996       1995      1994      1993       1992
                                      ----------  --------  --------  --------  ----------
<S>                                   <C>         <C>       <C>       <C>       <C>
Summary of Operations
  Oil and gas sales                     $230,192  $249,234  $391,867  $327,655   $456,585
  Total revenues                         232,494   250,411   393,943   329,312    458,228

  Lease operating expenses                61,178   108,975   177,582   107,068    109,688
  Production taxes                        16,814    21,572    26,561    26,234     38,530
  General and administrative
    expenses                              53,296    53,755    49,022    50,984     57,022
  Depreciation, depletion, and
    amortization of oil and gas
    properties                             9,911    23,571   109,543    78,703    124,779

  Net income                              91,295    42,538    31,235    66,323    128,209
    per Unit                                  21        10         7        15         29
  Cash distributions                     153,090      -      218,700   218,700    153,090
    per Unit                                  35      -           50        50         35

Summary Balance Sheet Data:
  Total assets                           244,561   306,398   254,024   442,714    597,439
  Partners' capital                      225,464   287,259   244,721   432,186    584,563

                                               17
<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


     Use of Forward-Looking Statements and Estimates

     This Annual Report  contains certain forward-looking  statements.
The  words   "anticipate,"  "believe,"  "expect,"   "plan,"  "intend,"
"estimate,"  "project," "could,"  "may," and  similar expressions  are
intended  to  identify forward-looking  statements.   Such  statements
reflect  management's current views with respect  to future events and
financial  performance.   This  Annual  Report  also includes  certain
information which  is, or  is based  upon, estimates and  assumptions.
Such estimates and assumptions  are management's efforts to accurately
reflect the condition and operation of the 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  most
important  variable affecting  the  Programs' revenues  is the  prices
received for  the sale of  oil and gas.   Predicting future  prices is
very difficult.   Concerning past trends, average yearly  wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the  past ten years, such prices have generally been in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in the early  1980s.  Average  gas prices in  the last several  months
have, however, been somewhat higher than those yearly averages.  It is
not known  whether this is a  short-term trend or will  lead to higher
average gas prices on a longer-term basis.

                                  18
<PAGE>
<PAGE>
     Substantially all of the Programs' gas reserves are being sold in
the "spot  market."   Prices on  the spot market  are subject  to wide
seasonal  and   regional  pricing  fluctuations  due   to  the  highly
competitive nature of the spot market.   In addition, such spot market
sales  are generally short-term in  nature and are  dependent upon the
obtaining  of transportation  services  provided by  pipelines.   Spot
prices for the  Programs' gas increased  from approximately $2.00  per
Mcf at  December 31, 1995 to  approximately $3.57 per  Mcf at December
31,  1996.  Such  prices were  on an MMBTU  basis and  differ from the
prices actually received  by the  Programs due  to transportation  and
marketing  costs,  BTU adjustments,  and  regional  price and  quality
differences.

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

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

                                  19
<PAGE>
<PAGE>
     Results of Operations

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

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

     Total  oil and  gas sales  decreased $5,340  (1.3%) for  the year
ended  December 31, 1996  as compared to  the year  ended December 31,
1995.     Of  this  decrease,  approximately   $142,000  and  $70,000,
respectively,  were related  to decreases  in volumes  of oil  and gas
sold,  partially  offset by  increases  of  approximately $26,000  and
$180,000, respectively, related to increases in the  average prices of
oil and gas sold.  Volumes of oil and gas sold decreased 6,182 barrels
and 33,376 Mcf, respectively, for the year ended December  31, 1996 as
compared to the year ended December 31, 1995.  The decrease in volumes
of  oil sold resulted primarily from the  sale of two wells during the
year ended December 31, 1995.  The decrease in volumes of gas sold was
primarily due to (i)  normal declines in production due  to diminished
gas  reserves  on  several wells  and  (ii)  a  positive prior  period
adjustment made by  the purchaser on  two wells during the  year ended
December  31,  1995,  partially  offset  by  a negative  prior  period
adjustment made  by the  purchaser on one  well during the  year ended
December 31, 1995.  Average oil and gas prices increased to $22.95 per
barrel  and $2.11 per Mcf,  respectively, for the  year ended December
31,  1996 from $18.85 per barrel  and $1.31 per Mcf, respectively, for
the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased  $75,953 (44.9%) for the year
ended  December 31, 1996  as compared to  the year  ended December 31,
1995.  This decrease was  primarily due to (i)  the sale of two  wells
during the year ended  December 31, 1995, (ii) the  abandonment of one
well during the year ended December 31, 1995, and (iii) surface repair
and  compression  expenses incurred  on another  well during  the year
ended December 31,  1995.  As a percentage of oil and gas sales, these
expenses decreased to 22.8% for the year ended December  31, 1996 from
40.9% for the year ended December 31, 1995.  This percentage  decrease
was  primarily due  to the dollar  decrease in oil  and gas production
expenses discussed above.


                                  20
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties  decreased $30,625 (52.8%) for the  year ended December 31,
1996 as compared to the  year ended December 31. 1995.   This decrease
was  primarily due  to (i)  an impairment  provision for  oil and  gas
properties recorded during the  last half of 1995 which  decreased the
amortizable capitalized costs of  the oil and gas properties,  (ii) an
upward revision  of previous  gas  reserve estimates  at December  31,
1996, and (iii)  decreases in the volumes of  oil and gas sold.   As a
percentage of oil and  gas sales, this expense  decreased to 6.7%  for
the  year ended  December  31,  1996 from  14.0%  for  the year  ended
December 31, 1995.  This percentage decrease was  primarily due to the
dollar decrease  in depreciation,  depletion, and amortization  of oil
and gas properties as discussed above and the increases in the average
prices of oil and gas sold during the year ended December 31, 1996  as
compared to the year ended December 31, 1995.

     As a result  of the declines in gas prices  during the first part
of  1995  the 1985-1  Program  recognized  a non-cash  charge  against
earnings  of $45,262  during the year  ended December 31,  1995.  This
impairment provision for oil  and gas properties was necessary  due to
the  unamortized costs of oil and gas properties exceeding the present
value  of  estimated  future  net  revenues  from  such  oil  and  gas
properties.  No  similar charge  was necessary during  the year  ended
December 31, 1996.

     General and administrative  expenses remained relatively constant
for  the year ended  December 31, 1996  as compared to  the year ended
December 31,  1995.   As  a percentage  of oil  and  gas sales,  these
expenses  remained constant at 13.4%  for the year  ended December 31,
1996 and for the year ended December 31, 1995.

                                  21
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and  gas sales decreased $30,  414 (6.8%) for the  year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.  Of  this decrease, approximately $85,000 was  due to a decrease
in  the average  price of gas  sold, partially offset  by increases of
approximately  $47,000 related to an  increase in volumes  of gas sold
and approximately $9,000 related  to an increase in the  average price
of oil  sold.  Volumes of  oil sold decreased slightly  by 44 barrels,
while  volumes of  gas sold increased  35,656 Mcf  for the  year ended
December 31,  1995 as compared  to the year  ended December 31,  1994.
The increase in volumes of gas  sold was primarily due to a recoupment
by a purchaser during 1994 of  prior overpayments.  Average oil prices
increased to $18.85  per barrel for the  year ended December 31,  1995
from $17.48  per barrel for  the year ended  December 31,  1994, while
average  gas prices  decreased to  $1.31  per Mcf  for the  year ended
December  31, 1995 from $1.76 per Mcf  for the year ended December 31,
1994.  

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production  taxes) increased $11,745 (7.5%)  for the year
ended December  31, 1995 as  compared to the  year ended December  31,
1994 primarily due to  workover expenses on several wells  incurred in
order to improve the recovery of reserves.  As a percentage of oil and
gas  sales, these  expenses  increased to  40.9%  for the  year  ended
December 31,  1995 from 35.4%  for the year  ended December  31, 1994.
This percentage increase was primarily due to the decrease in oil  and
gas sales  and the dollar increase in oil and gas production expenses.


     Depreciation,  depletion,  and  amortization   of  oil  and   gas
properties decreased  $61,322 (51.4%) for the year  ended December 31,
1995 as compared  to the year ended December 31,  1994.  This decrease
was primarily  due to  (i) an  impairment provision  for  oil and  gas
properties  recorded  during  1995  which  decreased  the  amortizable
capitalized  costs of  the  oil and  gas  properties and  (ii)  upward
revisions  of previous reserve estimates.   As a percentage of oil and
gas sales, this expense decreased to 14.0% for the year ended December
31,  1995 from  26.8% for  the  year ended  December 31,  1994.   This
percentage  decrease  was  primarily  due to  the  dollar  decrease in
depreciation, depletion,  and amortization of oil  and gas properties,
partially offset by the decrease in oil and gas sales. 

                                  22
<PAGE>
<PAGE>
     As a  result of declines in  gas prices during the  first part of
1995, the 1985-1 Program recognized a non-cash charge against earnings
of $45,262.   This impairment provision for oil and gas properties was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the present value of estimated future net revenues from such
oil and  gas properties.   No similar charge was  necessary during the
year ended December 31, 1994.  

     General and  administrative expenses increased $4,007  (7.8%) for
the year ended December 31, 1995 as compared to the  year ended Decem-
ber  31, 1994 primarily  due to an increase  in both professional fees
and  printing and postage  expenses.  As  a percentage of  oil and gas
sales, these expenses increased  to 13.4% for the year  ended December
31,  1995 from  11.5% for  the  year ended  December 31,  1994.   This
percentage increase was  primarily due to the decrease in  oil and gas
sales.  


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

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

     Total oil and  gas sales  decreased $19,042 (7.6%)  for the  year
ended December 31,  1996 as compared  to the  year ended December  31,
1995.     Of  this   decrease,  approximately  $85,000   and  $48,000,
respectively,  were related  to decreases  in volumes  of oil  and gas
sold,  partially  offset by  increases  of  approximately $26,000  and
$89,000,  respectively, related to increases  in the average prices of
oil and gas sold.  Volumes of oil and gas sold decreased 4,140 barrels
and 22,418 Mcf, respectively, for the year ended  December 31, 1996 as
compared to the year ended December 31, 1995.  The decrease in volumes
of  oil sold  resulted primarily  from (i) the  sale of  several wells
during the year  ended December 31, 1995  and (ii) normal  declines in
production  from  diminished  oil  reserves  on several  wells.    The
decrease  in  volumes of  gas  sold was  primarily due  to  (i) normal
declines in production on one well due to diminished  gas reserves and
(ii) downward prior period volume adjustments made by the purchaser on
one well during the year ended December 31, 1996.  Average oil and gas
prices increased to $20.54 per barrel and $2.16 per Mcf, respectively,
for the year ended December 31, 1996 from $17.30 per  barrel and $1.19
per Mcf, respectively, for the year ended December 31, 1995.

                                  23
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $52,555 (40.3%) for  the year
ended December  31, 1996  as compared to  the year ended  December 31,
1995.   This  decrease was primarily  due to  (i) the  sale of several
wells during 1995 and  (ii) a decrease in volumes of  oil and gas sold
during the  year ended December 31, 1996 as compared to the year ended
December 31,  1995.   As  a percentage  of oil  and  gas sales,  these
expenses decreased  to 33.9% for the year ended December 31, 1996 from
52.4% for the year  ended December 31, 1995.  This percentage decrease
was primarily  due to the  dollar decrease  in oil and  gas production
expenses discussed above.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
properties decreased $13,660  (58.0%) for the year  ended December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
was  primarily due to (i) the sale  of several wells during 1995 which
decreased  the amortizable  capitalized  costs  of  the  oil  and  gas
properties and (ii)  decreases in volumes of  oil and gas sold.   As a
percentage of  oil and gas sales,  this expense decreased  to 4.3% for
the year ended December 31, 1996 from 9.5% for the year ended December
31. 1995.  This percentage decrease was primarily due to the increases
in the  average prices  of  oil and  gas sold  during  the year  ended
December 31, 1996 as compared to the year ended December 31, 1995.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses increased to 23.2% for the year ended December  31, 1996 from
21.6% for the year ended December 31, 1995.  This percentage  increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.

                                  24
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $142,633 (36.4%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.     Of  this   decrease,  approximately  $23,000   and  $46,000,
respectively, were due to decreases in volumes of oil and gas sold and
approximately $86,000 was due  to a decrease in  the average price  of
gas sold, partially  offset by  an increase  of approximately  $12,000
related  to an increase in the average price  of oil sold.  Volumes of
oil and gas sold decreased 1,355 barrels and 38,452 Mcf, respectively,
for the year  ended December 31,  1995 as compared  to the year  ended
December 31, 1994.  The decrease  in volumes of oil sold was primarily
due to  normal declines in production.  The decrease in volumes of gas
sold was primarily due to revenues received  during 1994 related to an
underproduced  gas balancing position on one well.  Average oil prices
increased to $17.30 per  barrel for the  year ended December 31,  1995
from  $15.98 per  barrel for the  year ended December  31, 1994, while
average  gas prices  decreased to  $1.19 per  Mcf for  the  year ended
December 31, 1995 from $1.85  per Mcf for the year ended  December 31,
1994. 

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $73,596 (36.1%) for the  year
ended December  31, 1995 as  compared to  the year ended  December 31,
1994.  This  decrease was  primarily due to  lease operating  expenses
recognized during 1994 associated with changes in the 1985-2 Program's
gas balancing positions, which were caused by reserve revisions.  As a
percentage  of oil and  gas sales, these  expenses remained relatively
constant at 52.4% for the year ended December 31, 1995  as compared to
52.1% for the year ended December 31, 1994.   

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
properties decreased $85,972 (78.5%)  for the year ended December  31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was  primarily due to (i) the sale  of several wells during 1995 which
decreased  the  amortizable  capitalized  costs  of  the  oil and  gas
properties, (ii)  upward revisions of previous  reserve estimates, and
(iii)  the  decrease  in the  volumes  of  oil  and gas  sold.    As a
percentage of  oil and gas sales,  this expense decreased  to 9.5% for
the  year  ended  December 31,  1995  from  28.0% for  the  year ended
December 31, 1994.  This percentage  decrease was primarily due to the
dollar decrease  in depreciation,  depletion, and amortization  of oil
and gas properties,  partially offset by  the decrease in oil  and gas
sales.   

                                  25
<PAGE>
<PAGE>
     General and  administrative expenses increased  $4,733 (9.7%) for
the year ended December 31, 1995  as compared to the year ended Decem-
ber 31, 1994  primarily due to an  increase in both  professional fees
and printing and  postage expenses.   As a percentage  of oil and  gas
sales, these expenses increased  to 21.6% for the year  ended December
31,  1995  from 12.5%  for the  year ended  December  31, 1994.   This
percentage increase was  primarily due to the decrease  in oil and gas
sales.  


     Liquidity and Capital Resources 

     Net proceeds from operations less necessary operating capital are
distributed to the limited partners on  a quarterly basis.  See  "Item
5. Market for the Registrant's  Limited Partnership Units and  Related
Limited  Partner Matters."  The  net proceeds from  production are not
reinvested in productive assets,  except to the extent that  producing
wells  are  improved, or  where methods  are  employed to  permit more
efficient  recovery  of  reserves,  thereby resulting  in  a  positive
economic impact.    Assuming  production  levels for  the  year  ended
December  31, 1996, the  1985-1 Program's and  1985-2 Program's proved
reserve  quantities  at  December  31,  1996  would  have  a  life  of
approximately 3.8  and 4.9 years,  respectively, for gas  reserves and
9.4 and 4.6 years, respectively, for oil reserves.  However, since the
Programs'  reserve  estimates  are based  on  oil  and  gas prices  at
December 31, 1996,  it is possible that a significant  decrease in oil
and gas prices from December 31, 1996 levels will reduce such reserves
and their corresponding life-span.

     The  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.    The  Programs have  no  debt  commitments.    Cash for
operational  purposes  will  be  provided  by  current  oil  and   gas
production.

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

                                  26
<PAGE>
<PAGE>
     The decision  to accept any offer for  the purchase of a property
owned by one or both of the Programs will be made by Dyco after giving
due consideration to the offer price  and Dyco's estimate of both  the
property's remaining proved  reserves and future operating costs.  Net
proceeds from the sale  of any such properties will be  distributed to
the Programs and will be included in the calculation  of the Programs'
cash distributions for the quarter immediately following the Programs'
receipt of the proceeds.

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

     There can  be  no assurance  as to  the amount  of the  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.   If the
Programs  sell  any  of  their  properties  as  discussed  above,  the
Programs' quantity  of proved reserves will be  reduced; therefore, it
is possible that the Programs' future cash distributions could decline
as a result of a reduction of the Programs' reserve base.


     Inflation and Changing Prices

     Prices obtained for  oil and gas production  depend upon numerous
factors,  including the  extent  of domestic  and foreign  production,
foreign imports  of oil, market demand, domestic  and foreign economic
conditions in general, and governmental regulations and tax laws.  The
general  level of  inflation in the  economy did  not have  a material
effect on the operations  of the Programs in 1996.  Oil and gas prices
have fluctuated  during recent years  and generally have  not followed
the  same pattern as inflation.  See "Item 2. Properties - Oil and Gas
Production, Revenue, and Price History."  

                                  27
<PAGE>
<PAGE>
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




                   REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP


     We have audited the financial statements  of the Dyco Oil and Gas
Program 1985-1  Limited Partnership (a Minnesota  limited partnership)
as  listed in  Item  14(a) of  this  Annual Report.   These  financial
statements are  the responsibility of  the Program's management.   Our
responsibility is to express an opinion  on these financial statements
based on our audits.

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

     In  our  opinion,  the  financial statements  referred  to  above
present fairly, in  all material respects,  the financial position  of
the  Dyco Oil and Gas  Program 1985-1 Limited  Partnership at December
31, 1996  and 1995, and the  results of its operations  and cash flows
for each of the three years in the period ended December  31, 1996, in
conformity with generally accepted accounting principles.  







                                   COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 10, 1997

                                  28
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-1 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                                 1996      1995
                                               --------  --------
CURRENT ASSETS:
  Cash and cash equivalents                    $ 86,724  $ 58,496
  Accrued oil and gas sales, including
    $28,938 due from related
    parties at 1995 (Note 2)                     95,458    62,222
                                                -------   -------

    Total current assets                       $182,182  $120,718

NET OIL AND GAS PROPERTIES, utilizing the
  full cost method                              177,707   203,770

DEFERRED CHARGE                                  15,519     4,741
                                                -------   -------

                                               $375,408  $329,229
                                                =======   =======

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

CURRENT LIABILITIES:
  Accounts payable                             $  5,916  $  9,953
                                                -------   -------
    Total current liabilities                  $  5,916  $  9,953

ACCRUED LIABILITY                                29,702    28,432

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 41 Units                         3,398     2,908
  Limited Partners, issued and
    outstanding 4,100 Units                     336,392   287,936
                                                -------   -------

    Total Partners' capital                    $339,790  $290,844
                                                -------   -------

                                               $375,408  $329,229
                                                =======   =======

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

                                  29
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-1 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994


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

REVENUES:
  Oil and gas sales, including 
    $217,001 and $332,912 
    of sales to related parties
    in 1995 and 1994 (Note 2)        $408,826  $414,166  $444,580
  Interest                              2,345     2,523     2,302
                                      -------   -------   -------

                                     $411,171  $416,689  $446,882

COSTS AND EXPENSES: 
  Lease operating                    $ 63,559  $130,367  $117,846
  Production taxes                     29,783    38,928    39,704
  Depreciation, depletion, and
    amortization of oil and gas
    properties                         27,369    57,994   119,316
  Impairment provision                   -       45,262      -
  General and administrative           55,169    55,314    51,307
                                      -------   -------   -------

                                     $175,880  $327,865  $328,173
                                      -------   -------   -------

NET INCOME                           $235,291  $ 88,824  $118,709
                                      =======   =======   =======

GENERAL PARTNER (1%) - NET INCOME    $  2,353  $    888  $  1,187
                                      =======   =======   =======

LIMITED PARTNERS (99%) - NET INCOME  $232,938  $ 87,936  $117,522
                                      =======   =======   =======

NET INCOME per Unit                  $     57  $     21  $     29
                                      =======   =======   =======

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

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

                                  30
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-1 LIMITED PARTNERSHIP
                    Statements of Partners' Capital
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balances at December 31, 1993     $4,974    $492,437    $497,411
  Cash distributions             ( 2,899)  ( 286,971)  ( 289,870)
  Net income                       1,187     117,522     118,709
                                   -----     -------     -------

Balances at December 31, 1994     $3,262    $322,988    $326,250
  Cash distributions             ( 1,242)  ( 122,988)  ( 124,230)
  Net income                         888      87,936      88,824
                                   -----     -------     -------

Balances at December 31, 1995     $2,908    $287,936    $290,844
  Cash distributions             ( 1,863)  ( 184,482)  ( 186,345)
  Net income                       2,353     232,938     235,291
                                   -----     -------     -------

Balances at December 31, 1996     $3,398    $336,392    $339,790
                                   =====     =======     =======


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

                                  31
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-1 LIMITED PARTNERSHIP
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                       1996        1995        1994
                                    ----------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                         $235,291    $ 88,824    $118,709
  Adjustments to reconcile net 
    income to net cash provided by
    operating activities:
    Depreciation, depletion, and
      amortization of oil and gas
      properties                       27,369      57,994     119,316
    Impairment provision                 -         45,262        -
    (Increase) decrease in accrued
      oil and gas sales             (  33,236)  (  37,043)     51,313
    (Increase) decrease in deferred
      charge                        (  10,778)  (   4,741)      9,170 
    Increase (decrease) in accounts
      payable                       (   4,037)      1,798   (   2,822)
    Increase in accrued liability       1,270      18,375      10,057
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $215,879    $170,469    $305,743
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of oil 
    and gas properties               $    907    $   -       $  4,455
  Additions to oil and gas
    properties                      (   2,213)  (  27,440)  (   3,321)
                                      -------     -------     -------

  Net cash provided (used) by
    investing activities            ($  1,306)  ($ 27,440)   $  1,134
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash Distributions                ($186,345)  ($124,230)  ($289,870)
                                      -------     -------     -------
  Net cash used by financing
    activities                      ($186,345)  ($124,230)  ($289,870)
                                      -------     -------     -------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS               $ 28,228    $ 18,799    $ 17,007

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                  58,496      39,697      22,690
                                      -------     -------     -------

CASH AND CASH EQUIVALENTS AT 
  END OF PERIOD                      $ 86,724    $ 58,496    $ 39,697
                                      =======     =======     =======

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

                                  32
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1985-1 LIMITED PARTNERSHIP
                     Notes to Financial Statements
         For the Years Ended December 31, 1996, 1995, and 1994


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

     The  Dyco  Oil and  Gas Program  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
     1,226.48 (29.6%) of the Program's Units at December 31, 1996.  

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


     Cash and Cash Equivalents

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


     Credit Risk

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

                                  33
<PAGE>
<PAGE>
     Oil and Gas Properties 

     Oil  and gas  operations are  accounted for  using the  full cost
     method of  accounting.   All productive and  non-productive costs
     associated with  the acquisition, exploration, and development of
     oil and  gas  reserves are  capitalized.   Capitalized costs  are
     depleted on the  gross revenue method  using estimates of  proved
     reserves.  The full cost amortization rates per equivalent Mcf of
     gas  produced during the years ended December 31, 1996, 1995, and
     1994 were $0.14, $0.22,  and $0.52, respectively.   The Program's
     calculation   of   depreci-ation,  depletion,   and  amortization
     includes  estimated  future  expenditures   to  be  incurred   in
     developing   proved  reserves  and  estimated  dismantlement  and
     abandonment costs, net of estimated salvage values.  In the event
     the  unamortized cost of  oil and gas  properties being amortized
     exceeds the full cost  ceiling (as defined by the  Securities and
     Exchange Commission  ("SEC")) the excess is charged to expense in
     the year during which such excess occurs.  In addition, SEC rules
     provide that if prices decline subsequent to year end, any excess
     that results from these  declines may also be charged  to expense
     during  the current  year.   During the  year ended  December 31,
     1995,  the Program charged to  expense an impairment provision of
     $45,262 which  represents the amount  of unamortized oil  and gas
     properties  which exceeded the full cost ceiling.  No such charge
     was  incurred in  1996  or  1994.    Sales  and  abandonments  of
     properties are accounted for  as adjustments of capitalized costs
     with no  gain or loss  recognized, unless such  adjustments would
     significantly  alter the  relationship between  capitalized costs
     and proved oil and gas reserves.


     Deferred Charge  

     The Deferred  Charge at  December  31, 1996  and 1995  represents
     costs  deferred   for  lease   operating  expenses   incurred  in
     connection   with  the  Program's   underproduced  gas  imbalance
     position.    At December  31,  1996, cumulative  total  gas sales
     volumes for underproduced wells were less than the Program's pro-
     rata share of  total gas  production from these  wells by  40,861
     Mcf, resulting  in prepaid  lease operating expenses  of $15,519.
     At  December 31,  1995, cumulative  total gas  sales volumes  for
     underproduced wells  were less than the  Program's pro-rata share
     of total gas production from these wells by 12,926 Mcf, resulting
     in prepaid lease operating expenses of $4,741.  

                                  34
<PAGE>
<PAGE>
     Accrued Liability  

     The  Accrued Liability at  December 31, 1996  and 1995 represents
     charges  accrued  for   lease  operating  expenses  incurred   in
     connection   with  the   Program's  overproduced   gas  imbalance
     position.   At  December 31,  1996,  cumulative total  gas  sales
     volumes for  overproduced wells  exceeded the  Program's pro-rata
     share of total  gas production  from these wells  by 78,205  Mcf,
     resulting in  accrued lease  operating expenses  of $29,702.   At
     December  31,  1995,  cumulative  total  gas  sales  volumes  for
     overproduced wells exceeded the Program's pro-rata share of total
     gas production  from  these wells  by  77,514 Mcf,  resulting  in
     accrued lease operating expenses of $28,432.  


     Oil and Gas Sales  

     The  Program's  oil  and  condensate production  is  sold,  title
     passed, and revenue  recognized at  or near  the Program's  wells
     under  short-term  purchase  contracts  at  prevailing prices  in
     accordance  with  arrangements which  are  customary  in the  oil
     industry.  Sales of  gas applicable to the Program's  interest in
     producing oil and gas leases are recorded as income when  the gas
     is  metered  and  title  transferred pursuant  to  the  gas sales
     contracts  covering  the  Program's  interest  in  gas  reserves.
     During such  times as the Program's  sales of gas exceed  its pro
     rata  ownership  in a  well, such  sales  are recorded  as income
     unless  total  sales from  the well  have exceeded  the Program's
     share of estimated total gas reserves underlying the  property at
     which time such excess is  recorded as a liability.   At December
     31, 1996 and 1995, no such liability was recorded.  


     Use of Estimates in Financial Statements

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

                                  35
<PAGE>
<PAGE>
     Income Taxes

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


2.   TRANSACTIONS WITH RELATED PARTIES 

     Under  the terms of the Program'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, 1996, 1995, and 1994, such expenses totaled $55,169,
     $55,314,  and $51,307,  respectively, of  which $42,840  was paid
     each year to Dyco and its affiliates.

     Affiliates  of  the  Program  operate certain  of  the  Program's
     properties.   Their  policy  is  to  bill  the  Program  for  all
     customary charges  and cost reimbursements associated  with these
     activities, together with any compressor rentals, consulting,  or
     other services provided.

     During 1994 and 1995 the Program sold gas at market  prices to El
     Paso  Energy Marketing  Company,  formerly known  as Premier  Gas
     Company ("El Paso").   El Paso, like other similar  gas marketing
     firms,  then resold such gas  to third parties  at market prices.
     El Paso was  an affiliate of the Program  until December 6, 1995.
     During 1995 and 1994, these sales totaled $217,001  and $332,912,
     respectively.  At  December 31,  1995 accrued oil  and gas  sales
     included $28,938 due from El Paso.


3.   MAJOR CUSTOMERS

     The following purchasers individually accounted for more than 10%
     of the combined oil and gas revenues of the Program for the years
     ended December 31, 1996, 1995, and 1994:  


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

      El Paso                        74.9%  52.4%  74.9%
      Flying J Oil and Gas, Inc.       -    24.1%  19.2%
      Sanguine, Ltd.                 17.9%    -      -


                                  36
<PAGE>
<PAGE>
     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 were as follows:


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

     Proved properties                $20,981,357    $20,980,051

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

                                      $20,981,357    $20,980,051

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance           ( 20,803,650)  ( 20,776,281)
                                       ----------     ----------

     Net oil and gas properties       $   177,707    $   203,770
                                       ==========     ==========

                                  37
<PAGE>
<PAGE>
     Costs Incurred

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


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

     Acquisition of properties     $ -      $  -     $ -
     Exploration costs               -         -       -
     Development costs              2,213    27,440   3,321
                                    -----    ------   -----

     Total costs incurred          $2,213   $27,440  $3,321
                                    =====    ======   =====

                                  38
<PAGE>
<PAGE>

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

     Set forth below is a summary of the changes in the net quantities of the Program's  proved
     crude oil and gas reserves for the years  ended December 31, 1996, 1995, and 1994.  Proved
     reserves were estimated by petroleum engineers employed by affiliates of Dyco.  All of the
     Program's reserves are  located in the United States  and there are no  proved undeveloped
     reserves. 


                                     1996                   1995                   1994
                              -------------------    -------------------    -------------------
                                 Oil       Gas          Oil       Gas          Oil       Gas
                               (Bbls)     (Mcf)       (Bbls)     (Mcf)       (Bbls)     (Mcf)
                              --------  ---------    --------  ---------    --------  ---------
<S>                           <C>       <C>          <C>       <C>          <C>       <C>
Proved reserves,
  beginning of year            35,788    597,729      32,723    554,156      24,830    736,601

Revisions of previous
  estimates                   (   444)   242,711       9,458    268,112      14,330      6,438

Sales of reserves(1)(2)       (33,982)  ( 18,334)       -          -           -          -

Purchases of reserves(1)          824    101,534        -          -           -          -

Extensions and
  discoveries                    -          -           -          -           -          -

Production                    (   211)  (191,163)    ( 6,393)  (224,539)    ( 6,437)  (188,883)
                               ------    -------      ------    -------      ------    -------

Proved reserves,
  end of year                   1,975    732,477      35,788    597,729      32,723    554,156
                               ======    =======      ======    =======      ======    =======

Proved developed reserves:
  Beginning of year            35,788    597,729      32,723    554,156       8,499    729,810
                               ------    -------      ------    -------      ------    -------
  End of year                   1,975    732,477      35,788    597,729      32,723    554,156
                               ======    =======      ======    =======      ======    =======
-----------------
(1)  These purchases and sales were non-cash exchanges of oil and gas reserves.
(2) A  significant  portion  of  these  reserves  were  behind  pipe  and would  have  required
    significant capital expenditures in order to produce the reserves.

</TABLE>

                                               39
<PAGE>
<PAGE>
     The  process  of  estimating oil  and  gas  reserves is  complex,
     requiring significant  subjective decisions in the  evaluation of
     available geological,  engineering, and  economic  data for  each
     reservoir.    The   data  for  a   given  reservoir  may   change
     substantially  over time  as  a result  of,  among other  things,
     additional   development   activity,   production  history,   and
     viability of  production under varying economic  conditions; con-
     sequently, it  is reasonably possible that  material revisions to
     existing  reserve  estimates  may   occur  in  the  near  future.
     Although every reasonable effort has been made to ensure that the
     reserve  estimates  reported herein  represent the  most accurate
     assessment possible, the significance of the subjective decisions
     required and  variances in available data  for various reservoirs
     make these estimates generally  less precise than other estimates
     presented in connection with financial statement disclosures.

                                  40
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP


     We have audited the financial statements  of the Dyco Oil and Gas
Program 1985-2 Limited  Partnership (a Minnesota limited  partnership)
as  listed  in Item  14(a)  of this  Annual  Report.   These financial
statements are the  responsibility of the  Program's management.   Our
responsibility is to express an  opinion on these financial statements
based on our audits.

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

     In  our  opinion,  the  financial statements  referred  to  above
present fairly,  in all material  respects, the financial  position of
the  Dyco Oil and Gas  Program 1985-2 Limited  Partnership at December
31, 1996  and 1995, and the  results of its operations  and cash flows
for each of the three years in the period ended December 31,  1996, in
conformity with generally accepted accounting principles.  







                                   COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
February 10, 1997

                                  41
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-2 LIMITED PARTNERSHIP
                            Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------
                                                 1996      1995
                                               --------  --------
CURRENT ASSETS:
  Cash and cash equivalents                    $ 86,273  $154,512
  Accrued oil and gas sales, including
    $12,336 due from related parties
    at 1995 (Note 2)                             46,545    41,489
                                                -------   -------
    Total current assets                       $132,818  $196,001

NET OIL AND GAS PROPERTIES, utilizing the
  full cost method                               72,216    82,060

DEFERRED CHARGE                                  39,527    28,337
                                                -------   -------

                                               $244,561  $306,398
                                                =======   =======

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

CURRENT LIABILITIES:
  Accounts payable                             $  6,198  $  9,025
                                                -------   -------

    Total current liabilities                  $  6,198  $  9,025

ACCRUED LIABILITY                                12,899    10,114

PARTNERS' CAPITAL:
  General Partner, issued and
    outstanding, 44 Units                         2,254     2,872
  Limited Partners, issued and
    outstanding, 4,330 Units                    223,210   284,387
                                                -------   -------

    Total Partners' capital                    $225,464  $287,259
                                                -------   -------

                                               $244,561  $306,398
                                                =======   =======

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

                                  42
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-2 LIMITED PARTNERSHIP
                       Statements of Operations
         For the Years Ended December 31, 1996, 1995, and 1994


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

REVENUES:
  Oil and gas sales, including 
    $71,328 and $97,973 of 
    sales to related parties
    in 1995 and 1994 (Note 2)       $230,192   $249,234  $391,867
  Interest                             2,302      1,177     2,076
                                     -------    -------   -------

                                    $232,494   $250,411  $393,943

COSTS AND EXPENSES:
  Lease operating                   $ 61,178   $108,975  $177,582
  Production taxes                    16,814     21,572    26,561
  Depreciation, depletion, and
    amortization of oil and gas
    properties                         9,911     23,571   109,543
  General and administrative          53,296     53,755    49,022
                                     -------    -------   -------

                                    $141,199   $207,873  $362,708
                                     -------    -------   -------

NET INCOME                          $ 91,295   $ 42,538  $ 31,235
                                     =======    =======   =======

GENERAL PARTNER (1%) - NET
  INCOME                            $    913   $    425  $    312
                                     =======    =======   =======

LIMITED PARTNERS (99%) - NET
  INCOME                            $ 90,382   $ 42,113  $ 30,923
                                     =======    =======   =======

NET INCOME per Unit                 $     21   $     10  $      7
                                     =======    =======   =======

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

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

                                  43
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-2 LIMITED PARTNERSHIP
                    Statements of Partners' Capital
         For the Years Ended December 31, 1996, 1995, and 1994


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

Balances at December 31, 1993     $4,322    $427,864    $432,186
  Cash distributions             ( 2,187)  ( 216,513)  ( 218,700)
  Net income                         312      30,923      31,235
                                   -----     -------     -------

Balances at December 31, 1994     $2,447    $242,274    $244,721
  Net income                         425      42,113      42,538
                                   -----     -------     -------

Balances at December 31, 1995     $2,872    $284,387    $287,259
  Cash distributions             ( 1,531)  ( 151,559)  ( 153,090)
  Net income                         913      90,382      91,295
                                   -----     -------     -------

Balances at December 31, 1996     $2,254    $223,210    $225,464
                                   =====     =======     =======

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

                                  44
<PAGE>
<PAGE>
                       DYCO OIL AND GAS PROGRAM
                      1985-2 LIMITED PARTNERSHIP
                       Statements of Cash Flows
         For the Years Ended December 31, 1996, 1995, and 1994

                                       1996        1995        1994
                                    ----------  ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                         $ 91,295    $ 42,538    $ 31,235
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
    Depreciation, depletion, and
      amortization of oil and gas
      properties                        9,911      23,571     109,543
    (Increase) decrease in accrued
      oil and gas sales             (   5,056)  (     980)      3,918
    (Increase) decrease in deferred
      charge                        (  11,190)  (   7,301)     66,202
    Decrease in accounts payable    (   2,827)  (     278)  (   1,225)
    Increase in accrued liability       2,785      10,114        -
                                      -------     -------     -------
  Net cash provided by operating
    activities                       $ 84,918    $ 67,664    $209,673
                                      -------     -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale of oil
    and gas properties               $  7,329    $105,954    $   -
  Additions to oil and gas
    properties                      (   7,396)  (  24,839)  (   3,733)
                                      -------     -------     -------

  Net cash provided (used) by
    investing activities            ($     67)   $ 81,115   ($  3,733)
                                      -------     -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                ($153,090)   $   -      ($218,700)
                                      -------     -------     -------

  Net cash used by financing
    activities                      ($153,090)   $   -      ($218,700)
                                      -------     -------     -------
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              ($ 68,239)   $148,779   ($ 12,760)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                 154,512       5,733      18,493
                                      -------     -------     -------
CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                      $ 86,273    $154,512    $  5,733
                                      =======     =======     =======

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

                                  45
<PAGE>
<PAGE>
          DYCO OIL AND GAS PROGRAM 1985-2 LIMITED PARTNERSHIP
                     Notes to Financial Statements
         For the Years Ended December 31, 1996, 1995, and 1994



1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and Nature of Operations

     The  Dyco Oil  and  Gas Program  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
     1,356.80 (31.0%) of the Program's Units at December 31, 1996.  

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


     Cash and Cash Equivalents

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


     Credit Risk

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

                                  46
<PAGE>
<PAGE>
     Oil and Gas Properties 

     Oil  and gas  operations are  accounted for  using the  full cost
     method of  accounting.   All productive and  non-productive costs
     associated with  the acquisition, exploration, and development of
     oil and  gas  reserves are  capitalized.   Capitalized costs  are
     depleted on the  gross revenue method  using estimates of  proved
     reserves.  The full cost amortization rates per equivalent Mcf of
     gas  produced during the years ended December 31, 1996, 1995, and
     1994 were $0.11, $0.17,  and $0.59, respectively.   The Program's
     calculation   of   depreci-ation,  depletion,   and  amortization
     includes  estimated  future  expenditures   to  be  incurred   in
     developing   proved  reserves  and  estimated  dismantlement  and
     abandonment costs, net of estimated salvage values.  In the event
     the  unamortized cost of  oil and gas  properties being amortized
     exceeds the full cost  ceiling (as defined by the  Securities and
     Exchange Commission("SEC"))  the excess is charged  to expense in
     the year during  which such excess occurs.   In addition, the SEC
     rules  provide that if prices decline subsequent to year end, any
     excess  that results from these  declines may also  be charged to
     expense during  the  current year.    Sales and  abandonments  of
     properties are accounted for  as adjustments of capitalized costs
     with no  gain or loss  recognized, unless such  adjustments would
     significantly  alter the  relationship between  capitalized costs
     and proved oil and gas reserves.


     Deferred Charge  

     The  Deferred Charge  at December  31,  1996 and  1995 represents
     costs   deferred  for   lease  operating  expenses   incurred  in
     connection  with   the  Program's  underproduced   gas  imbalance
     position.   At  December 31,  1996,  cumulative total  gas  sales
     volumes for underproduced wells were less than the Program's pro-
     rata share of  total gas  production from these  wells by  60,999
     Mcf, resulting  in prepaid  lease operating expenses  of $39,527.
     At  December  31, 1995,  cumulative total  gas sales  volumes for
     underproduced wells  were less than the  Program's pro-rata share
     of total gas production from these wells by 55,379 Mcf, resulting
     in prepaid lease operating expenses of $28,337.  

                                  47
<PAGE>
<PAGE>
     Accrued Liability

     The  Accrued Liability at  December 31, 1996  and 1995 represents
     charges  accrued  for   lease  operating  expenses  incurred   in
     connection   with  the   Program's  overproduced   gas  imbalance
     position.   At  December 31,  1996,  cumulative total  gas  sales
     volumes for  overproduced wells  exceeded the  Program's pro-rata
     share of total  gas production  from these wells  by 19,906  Mcf,
     resulting  in accrued lease operating  expenses of $12,899.    At
     December  31,  1995,  cumulative  total  gas  sales  volumes  for
     overproduced wells exceeded the Program's pro-rata share of total
     gas production  from  these wells  by  19,766 Mcf,  resulting  in
     accrued lease operating expenses of $10,114.  


     Oil and Gas Sales 

     The  Program's  oil  and  condensate production  is  sold,  title
     passed, and revenue  recognized at  or near  the Program's  wells
     under  short-term  purchase  contracts  at  prevailing prices  in
     accordance  with  arrangements which  are  customary  in the  oil
     industry.  Sales of  gas applicable to the Program's  interest in
     producing oil and gas leases are recorded as income when  the gas
     is metered  and  title transferred  to  the gas  sales  contracts
     covering  the Program's  interest in gas  reserves.   During such
     times as the Program's sales of gas exceed its pro rata ownership
     in a well, such  sales are recorded as income unless  total sales
     from  the  well have  exceeded the  Program's share  of estimated
     total gas  reserves underlying the  property at  which time  such
     excess is  recorded as  a liability.   At December  31, 1996  and
     1995, no such liability was recorded.


     Use of Estimates in Financial Statements

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

                                  48
<PAGE>
<PAGE>
     Income Taxes

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


2.   TRANSACTIONS WITH RELATED PARTIES 

     Under the terms  of the  Program Agreement, Dyco  is entitled  to
     receive a reimbursement  for all direct expenses and  general and
     administrative, geological, and engineering expenses it incurs on
     behalf of the Program.  During the years ended December 31, 1996,
     1995,  and  1994, such  expenses  totaled  $53,296, $53,755,  and
     $49,022,  respectively, of  which $40,272 was  paid each  year to
     Dyco and its affiliates.

     Affiliates  of  the  Program  operate certain  of  the  Program's
     properties.   Their  policy  is  to  bill  the  Program  for  all
     customary charges  and cost reimbursements associated  with these
     activities, together with any compressor rentals, consulting,  or
     other services provided.

     During 1994 and 1995 the Program sold gas at market  prices to El
     Paso  Energy Marketing  Company,  formerly known  as Premier  Gas
     Company ("El Paso").   El Paso, like other similar  gas marketing
     firms,  then resold such gas  to third parties  at market prices.
     El Paso was  an affiliate of the Program  until December 6, 1995.
     During  1995 and 1994 these  sales totaled $71,328  and  $97,973,
     respectively.  At  December 31,  1995 accrued oil  and gas  sales
     included $12,336 due from El Paso.


3.   MAJOR CUSTOMERS

     The following purchasers individually accounted for more than 10%
     of the combined oil and gas revenues of the Program for the years
     ended December 31, 1996, 1995, and 1994:  


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

         El Paso                  36.8%  28.6%  25.0%
         Sanguine, Ltd.           12.0%    - %  27.9%
         Mobil Oil Corporation    15.9%  14.5%    - %
         Koch Oil Company         14.8%    - %    - %
         National Cooperative
           Refinery                 - %  14.0%    - %
         Phibro Energy Inc.         - %  10.7%    - %



                                   49
<PAGE>
<PAGE>
     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 were as follows:



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

     Proved properties                $22,443,455    $22,443,388

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

                                      $22,443,455    $22,443,388

     Less accumulated depreciation,
       depletion, amortization, and
       valuation allowance           ( 22,371,239)  ( 22,361,328)
                                       ----------     ----------

     Net oil and gas properties       $    72,216    $    82,060
                                       ==========     ==========


                                  50
<PAGE>
<PAGE>
     Costs Incurred

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

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

      Acquisition of properties    $ -      $  -    $ -
      Exploration costs              -         -      -
      Development costs             7,396    24,839  3,733
                                    -----    ------  -----

      Total costs incurred         $7,396   $24,839 $3,733
                                    =====    ======  =====

                                  51
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
     Quantities of Proved Oil and Gas Reserves - Unaudited

     Set forth below is a summary of the changes in the net quantities of the Program's  proved
     crude oil and gas reserves for the years  ended December 31, 1996, 1995, and 1994.  Proved
     reserves were estimated by petroleum engineers employed by affiliates of Dyco.  All of the
     Program's reserves are located in the United States.  

                                     1996                   1995                   1994
                              -------------------    -------------------    -------------------
                                 Oil       Gas          Oil       Gas          Oil       Gas
                               (Bbls)     (Mcf)       (Bbls)     (Mcf)       (Bbls)     (Mcf)
                              --------  ---------    --------  ---------    --------  ---------
<S>                           <C>       <C>          <C>       <C>          <C>       <C>
Proved reserves,
  beginning of year            19,285    353,387      23,061    247,825      30,474    399,931

Revisions of previous
  estimates                    10,204     46,689       9,649    206,524       2,053   ( 22,309)

Sales of reserves(1)(2)       ( 7,380)  (  5,145)    ( 5,314)  (  9,617)       -          -

Purchases of reserves(1)           97     12,077        -          -           -          -

Extensions and
  discoveries                    -          -           -          -           -          -

Production                    ( 3,971)  ( 68,927)    ( 8,111)  ( 91,345)    ( 9,466)  (129,797)
                               ------    -------      ------    -------      ------    -------

Proved reserves,
  end of year                  18,235    338,081      19,285    353,387      23,061    247,825
                               ======    =======      ======    =======      ======    =======

Proved developed reserves:
  Beginning of year            19,285    353,387      23,061    247,825      30,474    399,931
                               ------    -------      ------    -------      ------    -------
  End of year                  18,235    338,081      19,285    353,387      23,061    247,825
                               ======    =======      ======    =======      ======    =======

--------------------
(1) The purchases and sales during 1996 were non-cash exchanges of oil and gas reserves.
(2) A  significant portion  of  these  reserves  were  behind  pipe  and  would  have  required
    significant capital expenditures in order to produce the reserves.

</TABLE>

                                               52
<PAGE>
<PAGE>
     The  process  of  estimating oil  and  gas  reserves is  complex,
     requiring significant  subjective decisions in the  evaluation of
     available geological,  engineering, and  economic  data for  each
     reservoir.    The   data  for  a   given  reservoir  may   change
     substantially  over time  as  a result  of,  among other  things,
     additional   development   activity,   production  history,   and
     viability of  production under varying economic  conditions; con-
     sequently, it  is reasonably possible that  material revisions to
     existing  reserve  estimates  may   occur  in  the  near  future.
     Although every reasonable effort has been made to ensure that the
     reserve  estimates  reported herein  represent the  most accurate
     assessment possible, the significance of the subjective decisions
     required and  variances in available data  for various reservoirs
     make these estimates generally  less precise than other estimates
     presented in connection with financial statement disclosures.


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

     None.

                               PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

     Patrick M. Hall    38  Chief Financial Officer

     Judy K. Fox        45  Secretary

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

                                  53
<PAGE>
<PAGE>
     Dennis  R. Neill joined the  Samson Companies in  1981, was named
Senior Vice President  and Director of Dyco on June  18, 1991, and was
named President of Dyco on June 30, 1996.  Prior to joining the Samson
Companies,  he  was  associated with  a  Tulsa  law  firm, Conner  and
Winters, where his principal practice was in  the securities area.  He
received  a Bachelor of Arts degree in political science from Oklahoma
State University and a  Juris Doctorate degree from the  University of
Texas.   Mr.  Neill also  serves as  Senior  Vice President  of Samson
Investment  Company;  President  and  Director  of  Samson  Properties
Incorporated, Samson Hydrocarbons Company, Geodyne Resources, Inc. and
its subsidiaries,  Berry Gas Company,  Circle L Drilling  Company, and
Compression,  Inc.;  and  President  and  Chairman  of  the  Board  of
Directors of Samson Securities Company.

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

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


ITEM 11.  EXECUTIVE COMPENSATION

     The  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, 1996:  

                                  54
<PAGE>
<PAGE>
         Compensation/Reimbursement to Dyco and its affiliates
                  Three Years Ended December 31, 1996

Type of Compensation/Reimbursement(1)            Expense
-------------------------------------   -------------------------
                                         1996     1995     1994
                                        -------  -------  -------

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

  Compensation:
    Operations                          $   (2)  $   (2)  $   (2)
    Gas Marketing                       $   (3)  $   (3)  $   (3)

  Reimbursements:
    General and Administrative, 
      Geological, and Engineering
      Expenses and Direct 
      Expenses(4)                       $42,840  $42,840  $42,840

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

  Compensation:
    Operations                          $   (2)  $   (2)  $   (2)
    Gas Marketing                       $   (3)  $   (3)  $   (3)

  Reimbursements:
    General and Administrative,
      Geological, and Engineering
      Expenses and Direct
      Expenses(4)                       $40,272  $40,272  $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  compen-
     sation paid by the  Programs to such affiliates is  impossible to
     quantify as of the date of this Annual Report. 

                                  55
<PAGE>
<PAGE>
(3)  During 1994 and 1995 El Paso, an affiliate of the  Programs until
     December 6, 1995,  purchased a  portion of the  Programs' gas  at
     market  prices and resold such  gas at market  prices directly to
     end-users and local  distribution companies.  For the years ended
     December  31, 1995 and 1994, the 1985-1 Program sold $217,001 and
     $332,912,  respectively, of gas to El  Paso.  For the years ended
     December 31, 1995 and  1994, the 1985-2 Program sold  $71,328 and
     $97,973,  respectively, of  gas to  El Paso.   After  December 6,
     1995,  the Programs' gas was marketed by Dyco and its affiliates,
     who  were   reimbursed  for   such  activities  as   general  and
     administrative expenses.
(4)  The Programs reimburse Dyco and its affiliates for reasonable and
     necessary general and administrative, geological, and engineering
     expenses and  direct expenses  incurred in connection  with their
     management  and  operation  of  the  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.  The  following table indicates the approximate  amount of
general and administrative expense  reimbursement attributable to  the
salaries of the  directors, officers,  and employees of  Dyco and  its
affiliates for the three years ended December 31, 1996:  


                                  56
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                      Salary Reimbursement
                              Three Years Ended December 31, 1996

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

Dennis R. Neill,  1996     -         -       -         -            -          -         -
President(2)(3)

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $23,348     -       -         -            -          -         -
                  1995   $23,391     -       -         -            -          -         -
                  1996   $25,061     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2)  The general and  administrative expenses paid  by the 1985-1  Program and attributable  to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Dyco on June 30, 1996.
(4)  No officer or director of Dyco or its affiliates provides full-time services to the 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>
                                              57
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                         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>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -

Dennis R. Neill,  1996     -         -       -         -            -          -         -
President(2)(3)

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $21,948     -       -         -            -          -         -
                  1995   $21,989     -       -         -            -          -         -
                  1996   $23,559     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Dyco until June 30, 1996.
(2)  The general and  administrative expenses paid  by the 1985-2  Program and attributable  to
     salary  reimbursements do not include any salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Dyco on June 30, 1996.
(4)  No officer or director of Dyco or its affiliates provides full-time services to the 1985-2
     Program and  no individual's salary  or other compensation  reimbursement from  the 1985-2
     Program equals or exceeds $100,000 per annum.  

                                               58
<PAGE>
<PAGE>
     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1996, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services to affiliated and unaffiliated parties in the industry.  Such
companies  may have provided equipment and services for wells in which
the  Programs have  an interest.   These  equipment and  services were
provided  at prices  or rates  equal  to or  less than  those normally
charged in  the same  or comparable  geographic  area by  unaffiliated
persons or companies dealing  at arm's length.  The operators of these
wells bill the  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 January  31,  1997 by  each
beneficial owner of more than  5% of the issued and  outstanding Units
and  by the directors, officers, and affiliates  of Dyco.  The address
of  each of  such persons  is Samson  Plaza, Two  West Second  Street,
Tulsa, Oklahoma 74103.


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

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

       Samson Resources Company            1,226.48  (29.6%)

       All directors, officers, and
         affiliates of Dyco as a group
         and Dyco (5 persons)              1,226.48  (29.6%)

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

       Samson Resources Company            1,356.80  (31.0%)

       All directors, officers, and
         affiliates of Dyco as a group
         and Dyco (5 persons)              1,356.80  (31.0%)


                                  59
<PAGE>
<PAGE>
     To the best  knowledge of the  Programs and Dyco,  there were  no
officers, directors,  or  5%  owners  who were  delinquent  filers  of
reports  required under section 16  of the Securities  Exchange Act of
1934.


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 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 the  Samson
Companies.   The  Programs  thus  compete  with the  Samson  Companies
(including  other currently  sponsored oil  and gas programs)  for the
time and resources  of such  personnel.  The  Samson Companies  devote
such  time and  personnel to  the management  of the  Programs as  are
indicated  by the  circumstances  and as  are  consistent with  Dyco's
fiduciary duties. 

                                  60
<PAGE>
<PAGE>
     Affiliates of the Program are solely responsible for the negotia-
tion, 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 the Samson  Companies, contract amendments
and negotiating positions  taken by  them in their  effort to  enforce
contracts with purchasers may  not necessarily represent the positions
that a Program  would take if it were to  administer its own contracts
without  involvement with other members  of the Samson  Companies.  On
the  other hand,  management believes  that the  Programs' negotiating
strength and contractual positions have been enhanced by virtue of its
affiliation with the Samson Companies. 

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


                                PART IV


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

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

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

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

          (2)  Financial Statement Schedules:

                    None.

          (3)  Exhibits:

               4.1  Drilling  Agreement dated  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.

                                  61
<PAGE>
<PAGE>
               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 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.

                                  62
<PAGE>
<PAGE>
             *27.1  Financial   Data   Schedule   containing   summary
                    financial information extracted  from the Dyco Oil
                    and  Gas  Program  1985-1   Limited  Partnership's
                    financial statements as  of December 31, 1996  and
                    for the year ended December 31, 1996.  
              *27.2 Financial   Data   Schedule   containing   summary
                    financial  information extracted from the Dyco Oil
                    and  Gas  Program  1985-2   Limited  Partnership's
                    financial statements  as of December 31,  1996 and
                    for the year ended December 31, 1996.  

               All other Exhibits are omitted as inapplicable.


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


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

               None.

                                  63
<PAGE>
<PAGE>
                              SIGNATURES

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

                              DYCO OIL AND GAS PROGRAM 1985-1 
                              LIMITED PARTNERSHIP

                              By:  DYCO PETROLEUM CORPORATION
                                   General Partner
                                   February 20, 1997


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

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

By:  /s/Dennis R. Neill  President and       Feb. 20, 1997 
     ------------------- Director (Principal
        Dennis R. Neill  Executive Officer)

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

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

                                64
<PAGE>
<PAGE>
                              SIGNATURES

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

                              DYCO OIL AND GAS PROGRAM 1985-2 
                              LIMITED PARTNERSHIP

                              By:  DYCO PETROLEUM CORPORATION
                                   General Partner
                                   February 20, 1997


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

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

By:  /s/Dennis R. Neill     President and          Feb. 20, 1997 
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

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

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

                                 65
<PAGE>
<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 incorpo-
          rated 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 incorpo-
          rated by reference.

                                  66
<PAGE>
<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 incorpo-
          rated by reference.

*27.1     Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1985-1  Limited  Partnership's  financial  statements  as of
          December  31, 1996 and for the year ended December 31, 1996.


*27.2     Financial   Data   Schedule  containing   summary  financial
          information  extracted from  the  Dyco Oil  and Gas  Program
          1985-2  Limited  Partnership's  financial  statements  as of
          December 31, 1996 and for the year ended December 31, 1996. 


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

                                  67
<PAGE>

</TABLE>