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, 2000

Commission File Number 0-13578

                        DYCO OIL AND GAS PROGRAM 1984-2
                            (A LIMITED PARTNERSHIP)
            (Exact name of registrant as specified in its charter)

           Minnesota                         41-1479080
(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. [X]

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

      DOCUMENTS INCORPORATED BY REFERENCE:  None.



                                      -1-
<PAGE>




                                 FORM 10-K405

                        DYCO OIL AND GAS PROGRAM 1984-2
                       (a Minnesota limited partnership)


                               TABLE OF CONTENTS


PART I.......................................................................3
      ITEM 1.     BUSINESS...................................................3
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................11
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......11
PART II.....................................................................11
      ITEM 5.     MARKET FOR THE  REGISTRANT'S  LIMITED  PARTNERSHIP
                  UNITS AND RELATED  LIMITED  PARTNER MATTERS...............11
      ITEM 6.     SELECTED FINANCIAL DATA...................................12
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................14
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET..............................................19
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............20
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................33
PART III....................................................................33
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........33
      ITEM 11.    EXECUTIVE COMPENSATION....................................34
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT............................................37
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............37
PART IV.....................................................................39
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K.......................................39
      SIGNATURES............................................................41






                                      -2-
<PAGE>



                                  PART I.


ITEM 1.   BUSINESS

      General

      The Dyco Oil and Gas Program 1984-2 Limited Partnership (the "Program") is
a Minnesota  limited  partnership  engaged in the production of oil and gas. The
Program  commenced  operations  on November  5, 1984 with the primary  financial
objective of investing its limited  partners'  subscriptions  in the drilling of
oil  and gas  prospects  and  then  distributing  to its  limited  partners  all
available  cash flow from the Program's  on-going  production  operations.  Dyco
Petroleum Corporation ("Dyco") serves as the General Partner of the Program. See
"Item 2. Properties" for a description of the Program's reserves and properties.

      The  limited   partnership   agreement   for  the  Program  (the  "Program
Agreement")  provides  that limited  partners are  allocated  99% of all Program
costs and revenues and Dyco, as General Partner,  is allocated 1% of all Program
costs and  revenues.  Included in such costs is the Program's  reimbursement  to
Dyco of the Program's proportionate share of Dyco's geological, engineering, and
general and administrative expenses.

      Dyco  currently  serves as General  Partner  of 31  limited  partnerships,
including the Program.  Dyco is a wholly-owned  subsidiary of Samson  Investment
Company.  Samson  Investment  Company  and its various  corporate  subsidiaries,
including Dyco, (collectively, "Samson") are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation of  producing  properties.  At December  31,  2000,  Samson owned
interests in approximately  13,500 oil and gas wells located in 19 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
30, 2000,  Samson operated  approximately  2,700 oil and gas wells located in 14
states of the United States, as well as Canada, Venezuela, and Russia.

      As a limited  partnership,  the Program  has no  officers,  directors,  or
employees. It relies instead on the personnel of Dyco and Samson. As of February
15, 2001, Samson employed approximately 965 persons. No employees are covered by
collective bargaining agreements, and management believes that Samson provides a
sound employee relations  environment.  For information  regarding the executive
officers  of Dyco,  see  "Item  10.  Directors  and  Executive  Officers  of the
Registrant."

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





                                      -3-
<PAGE>



      Funding

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


      Principal Products Produced and Services Rendered

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


      Oil, Gas, and Environmental Control Regulations

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

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

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




                                      -4-
<PAGE>



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


      Significant Customers

      Purchases of gas by El Paso Energy Marketing Company ("El Paso") accounted
for  approximately  96.9% of the Program's oil and gas revenues  during the year
ended  December  31,  2000.  In the event of  interruption  of purchases by this
significant  customer or the  cessation or material  change in  availability  of
open-access  transportation by the Program's pipeline transporters,  the Program
may encounter  difficulty in marketing its gas and in maintaining historic sales
levels. Alternative purchasers or transporters may not be readily available.

      The Program's  principal  customers for crude oil  production are refiners
and other companies which have pipeline facilities near the producing properties
of the Program. In the event pipeline facilities are not conveniently  available
to  production  areas,  crude oil is usually  trucked by  purchasers  to storage
facilities.


      Competition and Marketing

      The Program's revenues,  net income or loss, cash flows, carrying value of
oil and gas  properties,  and  amount of oil and gas  which can be  economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and consequently the Program's profitability) depend on a number
of factors that are beyond the control of the  Program.  These  factors  include
worldwide political instability  (especially in oil-producing  regions),  United
Nations  export  embargoes,  the supply and price of foreign  imports of oil and
gas, the level of consumer  product  demand (which can be heavily  influenced by
weather  patterns),  the level of domestic  oil and gas  production,  government
regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall   economic   environment,   and  the   availability   and   capacity  of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, the domestic oil and gas industry is highly competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.



                                      -5-
<PAGE>




      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range.  Substantially  all of the  Program's  gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature and are dependent upon obtaining  transportation  services provided by
pipelines.  Spot prices for gas increased  from  approximately  $2.34 per Mcf at
December 31, 1999 to  approximately  $9.23 per Mcf at December  31,  2000.  Such
prices were on an MMBTU basis and differ  from the prices  actually  received by
the Program due to  transportation  and marketing costs,  BTU  adjustments,  and
regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices  for oil  increased  from  approximately  $22.75 per barrel at
December 31, 1999 to approximately $23.75 per barrel at December 31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management believes it is unlikely that future oil and gas prices will remain as
high as those experienced at December 31, 2000.


      Insurance Coverage

      The Program is subject to all of the risks inherent in the exploration for
and production of oil and gas, including blowouts,  pollution,  fires, and other
casualties.  The  Program  maintains  insurance  coverage  as is  customary  for
entities of a similar size engaged in operations similar to that of the Program,
but losses can occur from uninsurable  risks or in amounts in excess of existing
insurance  coverage.  The  occurrence  of an event which is not fully covered by
insurance  could  have a  material  adverse  effect on the  Program's  financial
condition and results of operations.




                                      -6-
<PAGE>




ITEM 2.   PROPERTIES


      Well Statistics

      The  following  table sets forth the  numbers of gross and net  productive
wells of the Program as of December 31, 2000.

                              Well Statistics(1)
                            As of December 31, 2000

                  Gross productive wells (2):
                     Oil                                 -
                     Gas                                12
                                                        --
                        Total                           12

                  Net productive wells(3):
                     Oil                                -
                     Gas                              1.28
                                                      ----
                        Total                         1.28

----------
(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.  For example,  a 15%
      working interest in a well represents one Gross Well, but 0.15 Net Well.


      Drilling Activities

      The Program did not participate in any drilling activities during the year
ended December 31, 2000.


      Oil and Gas Production, Revenue, and Price History

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



                                      -7-
<PAGE>




                              Net Production Data

                                                 Year Ended December 31,
                                          -----------------------------------
                                            2000          1999         1998
                                          --------      --------     --------
Production:
   Oil (Bbls)(1)                               284           163          177
   Gas (Mcf)(2)                            100,881       108,199      142,658

Oil and Gas Sales:
   Oil                                    $  7,974      $  2,632     $  2,280
   Gas                                     372,839       226,633      278,815
                                           -------       -------      -------
      Total                               $380,813      $229,265     $281,095
                                           =======       =======      =======
Total direct operating expenses(3)        $ 54,276      $173,620     $ 82,398
                                           =======       =======      =======

Direct operating expenses as a
   percentage of oil and
   gas sales                                 14.3%         75.7%        29.3%

Average sales price:
   Per barrel of oil                        $28.08        $16.15       $12.88
   Per Mcf of gas                             3.70          2.09         1.95

Direct operating expenses per
   equivalent Mcf of gas(4)                 $  .53        $ 1.59       $  .57

----------

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


      Proved Reserves and Net Present Value

      The following table sets forth the Program's  estimated proved oil and gas
reserves and net present value  therefrom as of December 31, 2000.  The schedule
of quantities of proved oil and gas reserves



                                      -8-
<PAGE>




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

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including  production  taxes, ad valorem taxes, and operating  expenses),
and estimated future development costs, discounted at 10% per annum. Net present
value  attributable to the Program's proved reserves was calculated on the basis
of current costs and prices at December 31, 2000. Such prices were not escalated
except in  certain  circumstances  where  escalations  were  fixed  and  readily
determinable in accordance with applicable contract provisions. The high oil and
gas  prices at  December  31,  2000  have  caused  the  estimates  of  remaining
economically recoverable reserves, as well as the value placed on said reserves,
to be  substantially  higher  than  in  the  past  several  years,  particularly
considering the impact of depletion from production over the years. Any decrease
in these  prices would  result in a  corresponding  reduction in the estimate of
remaining reserves. The prices used by Dyco in calculating the net present value
attributable to the Program's proved reserves do not necessarily  reflect market
prices for oil and gas production  subsequent to December 31, 2000. There can be
no assurance  that the prices used in  calculating  the net present value of the
Program's  proved  reserves at December  31, 2000 will  actually be realized for
such  production.  Dyco  believes that it is unlikely that prices will remain at
their current high levels.

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




                                      -9-
<PAGE>




                              Proved Reserves and
                               Net Present Value
                            From Proved Reserves(1)

                            As of December 31, 2000

            Estimated proved reserves:
               Gas (Mcf)                                    824,944
               Oil and liquids (Bbls)                         1,201

            Net present value
               (discounted at 10% per annum)             $3,526,060

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

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


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


      Significant Properties

      As of December  31, 2000,  the  Program's  properties  consist of 12 gross
(1.28 net) productive wells. The Program also owns a non-working  interest in an
additional 6 wells.  Affiliates of the Program  operate 7 (39%) of the Program's
total wells. All of the Program's  reserves are located in the Anadarko Basin of
western  Oklahoma and the Texas  panhandle,  which is an established oil and gas
producing basin.


      Title to Oil and Gas Properties

      Management believes that the Program has satisfactory title to its oil and
gas properties. Record title to substantially all of the Program's properties is
held by Dyco as nominee.

      Title  to the  Program's  properties  is  subject  to  customary  royalty,
overriding  royalty,   carried,   working,   and  other  similar  interests  and
contractual  arrangements  customary in the oil and gas  industry,  to liens for
current taxes not yet due, and to other  encumbrances.  Management believes that
such burdens do not materially detract from the value of such properties or from
the Program's  interest  therein or materially  interfere  with their use in the
operation of the Program's business.



                                      -10-
<PAGE>




ITEM 3.     LEGAL PROCEEDINGS

      To the knowledge of the management of Dyco and the Program,  neither Dyco,
the Program,  nor the Program's  properties are subject to any  litigation,  the
results  of which  would  have a  material  effect  on the  Program's  or Dyco's
financial condition or operations.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS

      There were no matters  submitted to a vote of the limited  partners during
2000.


                                    PART II

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

      The Program does not have an  established  trading market for its units of
limited  partnership  interest  ("Units").  Pursuant to the terms of the Program
Agreement, Dyco, as General Partner, is obligated to annually issue a repurchase
offer which is based on the  estimated  future net revenues  from the  Program's
reserves and is calculated pursuant to the terms of the Program Agreement.  Such
repurchase offer is recalculated  monthly in order to reflect cash distributions
made to the limited partners and extraordinary  events. The following table sets
forth,  for the  periods  indicated,  Dyco's  repurchase  offer per Unit and the
amount of the Program's  cash  distributions  per Unit for the same period.  For
purposes of this Annual Report,  a Unit  represents an initial  subscription  of
$5,000 to the Program.

                                    Repurchase            Cash
                                       Price          Distributions
                                    ----------        -------------
      1999:
         First Quarter                 $145                $ -
         Second Quarter                 145                  -
         Third Quarter                  168                  -
         Fourth Quarter                 168                  -

      2000:
         First Quarter                 $168                $ -
         Second Quarter                 168                  -
         Third Quarter                  213                 25
         Fourth Quarter                 188                  -

      2001:
         First Quarter                 $188                $35



                                      -11-
<PAGE>




      As of  March  1,  2001,  the  Program  has  5,200  Units  outstanding  and
approximately 1,650 Limited Partners of record.



ITEM 6.     SELECTED FINANCIAL DATA

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




                                      -12-
<PAGE>

<TABLE>
<CAPTION>



                                                                   December 31,
                                         ----------------------------------------------------------------
                                           2000          1999          1998          1997          1996
                                         --------      --------      --------      --------      --------

<S>                                      <C>          <C>            <C>           <C>           <C>
Summary of Operations:
   Oil and gas sales                     $380,813      $229,265      $281,095      $402,876      $429,409
   Total revenues                         384,668       230,098       284,795       406,105       432,467

   Lease operating expenses                27,681       157,048        61,993        58,312        76,146
   Production taxes                        26,595        16,572        20,405        29,286        30,789
   General and administrative
      expenses                             55,980        68,001        68,090        72,475        69,850
   Depreciation, depletion, and
      amortization of oil and gas
      properties                           16,366        38,036        54,839        62,721        44,908

   Net income (loss)                      258,046   (  49,559)         79,468       183,311       210,774
      per Unit                              49.13   (    9.44)          15.13         34.90         40.13
   Cash distributions                     131,300          -          236,340       210,080       262,600
      per Unit                                 25          -               45            40            50

Summary Balance Sheet Data:
   Total assets                           542,746       419,623       470,729       624,851       661,880
   Partners' capital                      530,613       403,867       453,426       610,298       637,067

</TABLE>



                                      -13-
<PAGE>



ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      Use of Forward-Looking Statements and Estimates

      This Annual Report contains certain forward-looking  statements. The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements.  Such statements reflect  management's current views with respect to
future  events and  financial  performance.  This Annual  Report  also  includes
certain information which is, or is based upon, estimates and assumptions.  Such
estimates and assumptions  are  management's  efforts to accurately  reflect the
condition and operation of the Program.

      Use of  forward-looking  statements and estimates and assumptions  involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve  information,  the operating risk
associated with oil and gas properties  (including the risk of personal  injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination,  and other  operating  risks),  the  prospect of changing tax and
regulatory laws, the availability and capacity of processing and  transportation
facilities,  the  general  economic  climate,  the  supply  and price of foreign
imports of oil and gas, the level of consumer product demand,  and the price and
availability  of  alternative  fuels.  Should  one or more  of  these  risks  or
uncertainties  occur  or  should  estimates  or  underlying   assumptions  prove
incorrect,  actual  conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The Program's  revenues,  net
income or loss, cash flows, carrying value of oil and gas properties, and amount
of oil and gas which can be economically  produced depend substantially upon the
prevailing  prices for oil and gas.  Oil and gas prices  (and  consequently  the
Program's  profitability)  depend on a number of  factors  that are  beyond  the
control of the Program.  These factors include worldwide  political  instability
(especially in  oil-producing  regions),  United Nations export  embargoes,  the
supply  and price of  foreign  imports  of oil and gas,  the  level of  consumer
product demand (which can be heavily influenced by weather patterns),  the level
of domestic oil and gas production,  government regulations and taxes, the price
and availability of alternative fuels, the overall economic environment, and the
availability  and capacity of  transportation  and  processing  facilities.  The
effect  of these  factors  on  future  oil and gas  industry  trends  cannot  be
accurately  predicted  or  anticipated.  In  addition,  the domestic oil and gas
industry is highly competitive, with a large number of companies and individuals
engaged in the



                                      -14-
<PAGE>



exploration and development of oil and gas properties.  Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range.  Substantially  all of the  Program's  gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature and are dependent upon obtaining  transportation  services provided by
pipelines.  Spot prices for gas increased  from  approximately  $2.34 per Mcf at
December 31, 1999 to  approximately  $9.23 per Mcf at December  31,  2000.  Such
prices were on an MMBTU basis and differ  from the prices  actually  received by
the Program due to  transportation  and marketing costs,  BTU  adjustments,  and
regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices  for oil  increased  from  approximately  $22.75 per barrel at
December 31, 1999 to approximately $23.75 per barrel at December 31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management believes it is unlikely that future oil and gas prices will remain as
high as those experienced at December 31, 2000.





                                      -15-
<PAGE>



      Results of Operations

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

      Total oil and gas sales increased  $151,548 (66.1%) in 2000 as compared to
1999. Of this increase, approximately $162,000 was related to an increase in the
average price of gas sold.  This increase was partially  offset by a decrease of
approximately  $15,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 121 barrels, while volumes of gas decreased 7,318 Mcf in 2000
as compared to 1999.  Average oil and gas prices  increased to $28.08 per barrel
and $3.70 per Mcf,  respectively,  in 2000 from  $16.15 per barrel and $2.09 per
Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $119,344 (68.7%) in 2000 as compared to 1999. This
decrease was primarily due to expenses  incurred during 1999 for an unsuccessful
workover  performed  on one well.  As a percentage  of oil and gas sales,  these
expenses decreased to 14.3% in 2000 from 75.7% in 1999. This percentage decrease
was primarily due to the dollar decrease in oil and gas production  expenses and
the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $13,563  (35.7%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to  increases  in oil and gas  prices  used in the  valuation  of
reserves at December 31, 2000 as compared to December 31, 1999.  As a percentage
of oil and gas sales,  these  expenses  decreased  to 6.4% in 2000 from 16.6% in
1999.  This  percentage  decrease was  primarily  due to the dollar  decrease in
depreciation,  depletion,  and  amortization  and the  increases  in the average
prices of oil and gas sold.

      General and  administrative  expenses decreased $12,021 (17.7%) in 2000 as
compared to 1999.  This  decrease was  primarily  due to a change in  allocation
among  the  Program  and other  affiliated  programs  of  indirect  general  and
administrative  expenses  reimbursed to the General Partner.  As a percentage of
oil and gas sales, these expenses decreased to 14.7% in 1999 from 29.7% in 1998.
This percentage decrease was primarily due to the increase in oil and gas sales.


                    Year Ended December 31, 1999 Compared
                         Year Ended December 31, 1998
                     -------------------------------------

      Total oil and gas sales  decreased  $51,830 (18.4%) in 1999 as compared to
1998.  Of this  decrease,  approximately  $67,000  was  related to a decrease in
volumes of gas sold.  This  decrease  was  partially  offset by an  increase  of
approximately $15,000 related to



                                      -16-
<PAGE>



an  increase  in the  average  price of gas  sold.  Volumes  of oil and gas sold
decreased 14 barrels and 34,459 Mcf, respectively,  in 1999 as compared to 1998.
The decrease in volumes of gas sold was primarily due to (i) the  shutting-in of
one well  following an  unsuccessful  workover in early 1999 and (ii) a positive
prior period volume adjustment on another well during 1998.  Average oil and gas
prices increased to $16.15 per barrel and $2.09 per Mcf,  respectively,  in 1999
from $12.88 per barrel and $1.95 per Mcf, respectively, in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $91,222 (110.7%) in 1999 as compared to 1998. This
increase was primarily due to expenses  incurred during 1999 for an unsuccessful
workover  performed  on one well.  As a percentage  of oil and gas sales,  these
expenses increased to 75.7% in 1999 from 29.3% in 1998. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $16,803  (30.6%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
increases  in the oil and  gas  prices  used in the  valuation  of  reserves  at
December  31,  1999.  As a  percentage  of oil and  gas  sales,  these  expenses
decreased  to 16.6% in 1999 from 19.5% in 1998.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 29.7% in 1999 from 24.2% in 1998.  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 2000 production  levels for future years,
the  Program's  proved  reserve  quantities  at  December  31,  2000  would have
remaining  lives of  approximately  8.2 years for gas reserves and 4.2 years for
oil  reserves.  These  life of  reserves  estimates  are  based  on the  current
estimates of remaining  oil and gas  reserves.  See "Item 2.  Properties"  for a
discussion  of these reserve  estimates.  Any decrease from the high oil and gas
prices at December 31, 2000 may cause a decrease in the  estimated  life of said
reserves.




                                      -17-
<PAGE>



      The Program's  available capital from the limited partners'  subscriptions
has been spent on oil and gas drilling activities and there should be no further
material capital resource commitments in the future.  Occasional expenditures by
the Program for well completions or workovers,  however, may reduce or eliminate
cash available for a particular  quarterly cash  distribution.  During 2000, the
Program  incurred  capital  costs of  approximately  $50,000 for the  successful
recompletion  of one well.  Cash for  operational  purposes has  generally  been
provided by current oil and gas  production.  Management  believes that cash for
ordinary   operational  purposes  will  be  provided  by  current  oil  and  gas
production.

      The Program's  statements  of Cash Flows for the years ended  December 31,
2000, 1999 and 1998 include proceeds from the sale of oil and gas properties. It
is  possible  that the  Program's  future  repurchase  values  and the amount or
likelihood  of future  cash  distributions  could be  reduced as a result of the
disposition of these properties. On the other hand, the General Partner believes
there  will  be  beneficial  operating  efficiencies  related  to the  Program's
remaining properties. This is primarily due to the fact that the properties sold
generally bore a higher ratio of operating expenses as compared to reserves than
the Program's remaining properties.

      There can be no  assurance as to the amount of the  Program's  future cash
distributions.   The  Program's  ability  to  make  cash  distributions  depends
primarily  upon the level of  available  cash flow  generated  by the  Program's
operating  activities,  which will be affected (either positively or negatively)
by many factors  beyond the control of the Program,  including  the price of and
demand for oil and gas and other market and economic conditions.  Even if prices
and costs remain  stable,  the amount of cash available for  distributions  will
decline  over  time (as the  volume  of  production  from  producing  properties
declines) since the Program is not replacing  production through acquisitions of
producing properties and drilling.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the Program in 2000.
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."





                                      -18-
<PAGE>



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

      The Program does not hold any market risk sensitive instruments.





                                      -19-
<PAGE>



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




      REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP


      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1984-2 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
2000 and 1999,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  2000,  in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements are the  responsibility of the Program's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  auditing  standards  generally  accepted in the United  States of America,
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.







                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 31, 2001



                                      -20-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1984-2 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------
                                                     2000           1999
                                                   --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                       $115,963       $ 31,242
   Accrued oil and gas sales                         89,037         39,152
                                                    -------        -------

      Total current assets                         $205,000       $ 70,394

NET OIL AND GAS PROPERTIES, utilizing the
   full cost method                                 313,450        325,910

DEFERRED CHARGE                                      24,296         23,319
                                                    -------        -------
                                                   $542,746       $419,623
                                                    =======        =======

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

CURRENT LIABILITIES:
   Accounts payable                                $  4,534       $  2,839
   Gas imbalance payable                               -             3,021
                                                    -------        -------
      Total current liabilities                    $  4,534       $  5,860

ACCRUED LIABILITY                                  $  7,599       $  9,896

PARTNERS' CAPITAL:
   General Partner, 52 general
      partner units                                $  5,306       $  4,039
   Limited Partners, issued and
      outstanding, 5,200 Units                      525,307        399,828
                                                    -------        -------
      Total Partners' capital                      $530,613       $403,867
                                                    -------        -------
                                                   $542,746       $419,623
                                                    =======        =======






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




                                      -21-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1984-2 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 2000, 1999, and 1998


                                            2000          1999         1998
                                          --------      --------     --------
REVENUES:
   Oil and gas sales                      $380,813      $229,265     $281,095
   Interest                                  3,855           833        3,700
                                           -------       -------      -------

                                          $384,668      $230,098     $284,795

COSTS AND EXPENSES:
   Lease operating                        $ 27,681      $157,048     $ 61,993
   Production taxes                         26,595        16,572       20,405
   Depreciation, depletion, and
      amortization of oil and gas
      properties                            16,366        38,036       54,839
   General and administrative               55,980        68,001       68,090
                                           -------       -------      -------

                                          $126,622      $279,657     $205,327
                                           -------       -------      -------

NET INCOME (LOSS)                         $258,046     ($ 49,559)    $ 79,468
                                           =======       =======      =======

GENERAL PARTNER (1%) -
   NET INCOME (LOSS)                      $  2,580     ($    495)    $    794
                                           =======       =======      =======

LIMITED PARTNERS (99%) -
   NET INCOME (LOSS)                      $255,466     ($ 49,064)    $ 78,674
                                           =======       =======      =======

NET INCOME (LOSS) per Unit                $  49.13     ($   9.44)    $  15.13
                                           =======       =======      =======

UNITS OUTSTANDING                            5,252        5,252         5,252
                                           =======       =======      =======









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



                                      -22-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1984-2 LIMITED PARTNERSHIP
                  Statements of Changes in Partners' Capital
             For the Years Ended December 31, 2000, 1999, and 1998


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

Balances at Dec. 31, 1997              $6,103       $604,195       $610,298
   Cash distributions                 ( 2,363)     ( 233,977)     ( 236,340)
   Net income                             794         78,674         79,468
                                        -----        -------        -------

Balances at Dec. 31, 1998              $4,534       $448,892       $453,426
   Net loss                           (   495)     (  49,064)     (  49,559)
                                        -----        -------        -------

Balances at Dec. 31, 1999              $4,039       $399,828       $403,867
   Cash distributions                 ( 1,313)     ( 129,987)     ( 131,300)
   Net income                           2,580        255,466        258,046
                                        -----        -------        -------

Balances at Dec. 31, 2000              $5,306       $525,307       $530,613
                                        =====        =======        =======





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



                                      -23-
<PAGE>



                                 DYCO OIL AND GAS PROGRAM
                                1984-2 LIMITED PARTNERSHIP
                                 Statements of Cash Flows
                   For the Years Ended December 31, 2000, 1999, and 1998

                                           2000           1999           1998
                                        ----------     ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                     $258,046      ($49,559)       $ 79,468
   Adjustments to reconcile net
      income (loss) to net cash
      provided (used) by operating
      activities:
      Depreciation, depletion, and
         amortization of oil and
         gas properties                    16,366        38,036          54,839
      (Increase) decrease in accrued
         oil and gas sales              (  49,885)     (  6,972)         32,574
      (Increase) decrease in
         deferred charge                (     977)        6,699       (   5,656)
      Increase (decrease) in accounts
         payable                            1,695      (  1,133)      (     144)
      Decrease in gas imbalance
         payable                        (   3,021)     (    119)      (     379)
      Increase (decrease) in accrued
         liability                      (   2,297)     (    295)          3,273
                                          -------        ------         -------
   Net cash provided (used) by
      operating activities               $219,927      ($13,343)       $163,975
                                          -------        ------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil
      and gas properties                 $ 46,020       $ 3,850        $  4,765
   Additions to oil and gas
      properties                        (  49,926)     (    596)           -
                                          -------        ------         -------
   Net cash provided (used) by
      investing activities              ($  3,906)      $ 3,254        $  4,765
                                          -------        ------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                   ($131,300)      $  -          ($236,340)
                                          -------        ------         -------
   Net cash used by financing
      activities                        ($131,300)      $  -          ($236,340)
                                          -------        ------         -------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                  $ 84,721      ($10,089)      ($ 67,600)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                     31,242        41,331         108,931
                                          -------        ------         -------
CASH AND CASH EQUIVALENTS AT END
   OF PERIOD                             $115,963       $31,242        $ 41,331
                                          =======        ======         =======

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



                                      -24-
<PAGE>



              DYCO OIL AND GAS PROGRAM 1984-2 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 2000, 1999, and 1998


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

            The  Dyco  Oil and  Gas  Program  1984-2  Limited  Partnership  (the
      "Program"),  a Minnesota  limited  partnership,  commenced  operations  on
      November  5, 1984.  Dyco  Petroleum  Corporation  ("Dyco")  is the General
      Partner of the  Program.  Affiliates  of Dyco owned  2,235  (43.0%) of the
      Program's Units at December 31, 2000.

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


      Cash and Cash Equivalents

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


      Credit Risk

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


      Oil and Gas Properties

            Oil and gas  operations are accounted for using the full cost method
      of accounting. All productive and non-productive costs associated with the
      acquisition,  exploration,  and  development  of oil and gas  reserves are
      capitalized.  Capitalized  costs are depleted on the gross revenue  method
      using estimates of proved reserves.  The full cost amortization  rates per
      equivalent Mcf of gas produced during the years ended



                                      -25-
<PAGE>



      December  31,  2000,  1999,  and  1998  were  $0.16,   $0.35,  and  $0.38,
      respectively.  The Program's calculation of depreciation,  depletion,  and
      amortization  includes  estimated  future  expenditures  to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the Securities and Exchange  Commission ("SEC")) the excess
      is charged to expense in the year during which such excess  occurs.  Sales
      and  abandonments  of  properties  are  accounted  for as  adjustments  of
      capitalized costs with no gain or loss recognized, unless such adjustments
      would significantly  alter the relationship  between capitalized costs and
      proved oil and gas reserves.


      Deferred Charge

            The Deferred Charge at December 31, 2000 and 1999  represents  costs
      deferred for lease  operating  expenses  incurred in  connection  with the
      Program's  underproduced  gas  imbalance  positions.   The  rate  used  in
      calculating  the deferred  charge is the average of the annual  production
      costs per Mcf. At December 31, 2000,  cumulative  total gas sales  volumes
      for  underproduced  wells were less than the Program's  pro-rata  share of
      total gas production from these wells by 65,664 Mcf,  resulting in prepaid
      lease  operating  expenses of $24,296.  At December 31,  1999,  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
      65,632 Mcf, resulting in prepaid lease operating expenses of $23,319.

      Accrued Liability

            The  Accrued  Liability  at December  31,  2000 and 1999  represents
      charges accrued for lease operating  expenses  incurred in connection with
      the  Program's  overproduced  gas  imbalance  positions.  The rate used in
      calculating the accrued  liability is the average of the annual production
      costs per Mcf. At December 31, 2000,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production  from these wells by 20,539  Mcf,  resulting  in accrued  lease
      operating  expenses of $7,599. At December 31, 1999,  cumulative total gas
      sales volumes for overproduced wells exceeded the Program's pro-rata share
      of total gas  production  from these  wells by 27,852  Mcf,  resulting  in
      accrued lease operating expenses of $9,896.




                                      -26-
<PAGE>




      Oil and Gas Sales and Gas Imbalance Payable

            The Program's oil and condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as revenue unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability. The rates per Mcf used to calculate this liability are based on
      the  average  gas  prices  received  for  the  volumes  at  the  time  the
      overproduction  occurred.  At December 31, 1999,  total sales exceeded the
      Program's  share of  estimated  total gas  reserves  on one well by $3,021
      (2,014 Mcf). This amount was recorded as gas imbalance payable at December
      31, 1999 in  accordance  with the sales  method.  At December 31, 2000, no
      such liability was recorded.


      Use of Estimates in Financial Statements

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


      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.




                                      -27-
<PAGE>




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  Partnership.  During the years ended December 31, 2000,  1999, and
      1998, such expenses totaled $55,980,  $68,001, and $68,090,  respectively,
      of which $42,276, $56,472, and $56,472, respectively,  were paid each year
      to Dyco and its affiliates.

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


3.    MAJOR CUSTOMERS

            The following  purchaser  individually  accounted for 10% or more of
      the  combined  oil and gas  revenues  of the  Program  for the years ended
      December 31, 2000, 1999, and 1998:

            Purchaser                    2000      1999     1998
            ---------                    -----     -----    -----

            El Paso Energy
              Marketing Company          96.9%     98.1%    98.9%

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


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

            The  Program's  capitalized  costs  and  accumulated   depreciation,
      depletion,  amortization, and valuation allowance at December 31, 2000 and
      1999 were as follows:



                                      -28-
<PAGE>




                                                        December 31,
                                               -------------------------------
                                                   2000              1999
                                               -------------     -------------

      Proved properties                         $23,984,113       $23,980,207

      Less accumulated depreciation,
         depletion, amortization, and
         valuation allowance                   ( 23,670,663)     ( 23,654,297)
                                                 ----------        ----------

      Net oil and gas properties                $   313,450       $   325,910
                                                 ==========        ==========

      Costs Incurred

            The Program  incurred no acquisition  and  exploration  costs during
      2000, 1999, and 1998. Costs incurred by the Program in connection with its
      oil and gas property  development  activities during 2000, 1999, and 1998,
      were as follows:


                                                         December 31,
                                                ----------------------------
                                                  2000       1999       1998
                                                -------      ----       ----

            Development costs                   $49,926      $596       $ -



      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, 2000,  1999,  and 1998.  Proved  reserves  were  estimated by
      petroleum  engineers  employed  by  affiliates  of Dyco.  Certain  reserve
      information  was reviewed by Ryder Scott  Company,  L.P.,  an  independent
      petroleum  engineering firm. All of the Program's  reserves are located in
      the  United  States.  The  following   information  includes  certain  gas
      balancing  adjustments  which  cause the gas  volumes  to differ  from the
      reserve information prepared by Dyco and reviewed by Ryder Scott.




                                      -29-
<PAGE>

<TABLE>
<CAPTION>




                                       2000                       1999                        1998
                                ---------------------      ---------------------      ---------------------
                                  Oil         Gas            Oil         Gas            Oil         Gas
                                (Bbls)       (Mcf)         (Bbls)       (Mcf)         (Bbls)      (Mcf)
                                -------   -----------      -------   -----------      -------   -----------

<S>                             <C>       <C>              <C>       <C>              <C>       <C>
Proved reserves,
   beginning of year             6,029     1,057,876        5,640     1,130,514        5,777     1,394,943

Revisions of previous
   estimates                    (4,547)   (  139,796)         552        35,561           40    (  108,921)

Sales of reserves                  -            -            -             -             -      (   12,850)

Extensions and
   discoveries                       3         7,745         -             -             -            -

Production                      (  284)   (  100,881)      (  163)   (  108,199)      (  177)   (  142,658)
                                 -----     ---------        -----     ---------        -----     ---------

Proved reserves,
   end of year                   1,201       824,944        6,029     1,057,876        5,640     1,130,514
                                 =====     =========        =====     =========        =====     =========

Proved developed reserves:
   Beginning of year             6,029     1,057,876        5,640     1,130,514        5,777     1,394,943
                                 -----     ---------        -----     ---------        -----     ---------
   End of year                   1,201       824,944        6,029     1,057,876        5,640     1,130,514
                                 =====     =========        =====     =========        =====     =========

</TABLE>


                                      -30-
<PAGE>



            The process of estimating oil and gas reserves is complex, requiring
      significant   subjective   decisions  in  the   evaluation   of  available
      geological,  engineering,  and economic data for each reservoir.  The data
      for a given reservoir may change  substantially  over time as a result of,
      among other things,  additional development activity,  production history,
      and  viability  of   production   under   varying   economic   conditions;
      consequently,  it  is  reasonably  possible  that  material  revisions  to
      existing  reserve  estimates may occur in the near future.  Although every
      reasonable  effort  has been made to  ensure  that the  reserve  estimates
      reported  herein  represent the most  accurate  assessment  possible,  the
      significance  of  the  subjective  decisions  required  and  variances  in
      available data for various reservoirs make these estimates  generally less
      precise  than other  estimates  presented  in  connection  with  financial
      statement disclosures.  The Program's reserves were determined at December
      31,  2000 using oil and gas prices of $24.78 per barrel and $9.05 per Mcf,
      respectively.


5.    QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2000 and 1999 are as
      follows:



                                      -31-
<PAGE>



                               Dyco 1984-2 Program
                               -------------------

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

Total Revenues           $64,789       $102,846      $93,026       $124,007
Gross Profit (1)          51,194         87,079       77,968        114,151
Net Income                23,037         70,630       58,421        105,958
Limited Partners'
   Net Income
   Per Unit                 4.39          13.44        11.13          20.17




                                               1999
                        ---------------------------------------------------
                          First        Second        Third         Fourth
                         Quarter       Quarter      Quarter        Quarter
                        ---------     ---------    ---------      ---------

Total Revenues           $48,516       $ 52,289      $61,084       $ 68,209
Gross Profit (Loss)(1)    28,802      (  79,077)      48,704         58,049
Net Income (Loss)       (  5,973)     ( 100,347)      28,457         28,304
Limited Partners'
   Net Income (Loss)
   Per Unit             (   1.14)     (   19.10)        5.41           5.39

-------------------
(1) Total revenues less oil and gas production expenses.




                                      -32-
<PAGE>





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

      None.

                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

            NAME              AGE             POSITION WITH DYCO
      ----------------        ---      --------------------------------
      Dennis R. Neill          49      President and Director

      Patrick M. Hall          42      Chief Financial Officer

      Judy K. Fox              50      Secretary

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

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

      Patrick M. Hall joined Samson 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 Samson 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  Samson in 1990 and was named  Secretary of Dyco on June
30, 1996. Prior to joining Samson, she served as Gas



                                      -33-
<PAGE>



Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas
Company,  Circle L Drilling  Company,  Compression,  Inc.,  Samson  Hydrocarbons
Company,  Samson Properties  Incorporated,  and Geodyne Resources,  Inc. and its
subsidiaries.


      Section 16(a) Beneficial Ownership Reporting Compliance

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


ITEM 11.    EXECUTIVE COMPENSATION

      The Program is a limited  partnership and,  therefore,  has no officers or
directors.  The following  table  summarizes  the amounts paid by the Program as
compensation and  reimbursements  to Dyco and its affiliates for the three years
ended December 31, 2000:

             Compensation/Reimbursement to Dyco and its affiliates
                      Three Years Ended December 31, 2000

Type of Compensation/Reimbursement(1)                      Expense
-------------------------------------           -------------------------------
                                                 2000        1999        1998
                                                -------     -------     -------
Compensation:
   Operations                                     (2)         (2)         (2)

Reimbursements:
   General and Administrative,
      Geological, and Engineering
      Expenses and Direct
      Expenses(3)                               $42,276     $56,472     $56,472

----------
(1)   The  authority  for  all of such  compensation  and  reimbursement  is the
      Program  Agreement  of  the  Program.   With  respect  to  the  Operations
      activities noted in the table,  management believes that such compensation
      is equal to or less than that charged by unaffiliated  persons in the same
      geographic areas and under the same conditions.
(2)   Affiliates of the Program  serve as operator of a  significant  portion of
      the  Program's  wells.  Dyco,  as  General  Partner,  contracts  with such
      affiliates  for  services  as  operator of the wells.  As  operator,  such
      affiliates are  compensated at rates provided in the operating  agreements
      in effect and charged to all parties to such agreement.  The dollar amount
      of such  compensation paid by the Program to such affiliates is impossible
      to quantify as of the date of this Annual Report.
(3)   The  Program   reimburses  Dyco  and  its  affiliates  for  reasonable and
      necessary  general and  administrative, geological, and



                                      -34-
<PAGE>



      engineering expenses and direct expenses incurred in connection with their
      management  and operation of the Program.  The  directors,  officers,  and
      employees of Dyco and its affiliates  receive no direct  remuneration from
      the Program for their services to the Program.  See "Salary  Reimbursement
      Table" below. The allocable general and  administrative,  geological,  and
      engineering  expenses are  apportioned  on a reasonable  basis between the
      Program's  business and all other oil and gas  activities  of Dyco and its
      affiliates,  including  Dyco's  management and operation of affiliated oil
      and gas limited partnerships. The allocation to the Program of these costs
      is made by Dyco as General Partner.

      As noted in the  Compensation/Reimbursement  Table above,  the  directors,
officers,  and  employees  of  Dyco  and  their  affiliates  receive  no  direct
remuneration  from the Program for their services.  However,  to the extent such
services  represent direct  involvement with the Program,  as opposed to general
corporate  functions,  such persons' salaries are allocated to and reimbursed by
the  Program.  Such  allocation  to the  Program's  general and  administrative,
geological, and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records  maintained by
Dyco and its affiliates,  and represents investor relations,  legal, accounting,
data  processing,   management,  gas  marketing  and  other  functions  directly
attributable  to the Program's  operations.  When actual costs incurred  benefit
other  partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Program's  reserves  to the  total  reserves  owned by all
partnerships  and  affiliates.  The following  table  indicates the  approximate
amount of general and administrative  expense reimbursement  attributable to the
salaries of the  directors,  officers,  and employees of Dyco and its affiliates
for the three years ended December 31, 2000:



                                      -35-
<PAGE>


<TABLE>
<CAPTION>



                                                  Salary Reimbursement

                                           Three Years Ended December 31, 2000

                                                                          Long Term Compensation
                                                                    -----------------------------------
                                    Annual Compensation                      Awards             Payouts
                                 ------------------------------     ------------------------    -------
                                                                                    Securi-
                                                         Other                       ties                     All
     Name                                                Annual     Restricted      Under-                   Other
      and                                               Compen-       Stock         lying        LTIP        Compen-
   Principal                     Salary      Bonus      sation       Award(s)      Options/     Payouts     sation
   Position               Year     ($)        ($)         ($)          ($)          SARs(#)       ($)         ($)
---------------           ----   -------    -------     -------     ----------     --------     -------     -------
<S>                       <C>    <C>          <C>         <C>         <C>            <C>          <C>         <C>
Dennis R. Neill,
President(1)              1998     -          -           -           -              -            -           -
                          1999     -          -           -           -              -            -           -
                          2000     -          -           -           -              -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)             1998   $33,420      -           -           -              -            -           -
                          1999   $34,493      -           -           -              -            -           -
                          2000   $25,091      -           -           -              -            -           -

----------
(1)   The general and  administrative  expenses paid by the Program and attributable to salary  reimbursements  do
      not include any salary or other compensation attributable to Mr. Neill.
(2)   No  officer  or  director  of Dyco or its  affiliates  provides  full-time
      services to the Program and no individual's  salary or other  compensation
      reimbursement from the Program equals or exceeds $100,000 per annum.

</TABLE>


                                      -36-
<PAGE>



      Samson  maintains  necessary  inventories of new and used field equipment.
Samson may have provided  some of this  equipment for wells in which the Program
has an  interest.  This  equipment  and services was provided at prices or rates
equal  to or  less  than  those  normally  charged  in the  same  or  comparable
geographic  area by unaffiliated  persons or companies  dealing at arm's length.
The  operators of these wells bill the Program for a portion of such costs based
upon the Program's interest in the well.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Program's Units as of March 1, 2001, by each  beneficial  owner of more than
5% of the issued  and  outstanding  Units and by the  directors,  officers,  and
affiliates  of Dyco.  The address of each of such persons is Samson  Plaza,  Two
West Second Street, Tulsa, Oklahoma 74103.


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

      Samson Resources Company                               2,236    (43.0%)

      All directors, officers, and
         affiliates of Dyco as a group
         and Dyco (5 persons)                                2,236    (43.0%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain affiliates of Dyco engage in oil and gas activities  independently
of the Program  which  result in  conflicts  of interest  that cannot be totally
eliminated.  The allocation of acquisition  and drilling  opportunities  and the
nature of the compensation  arrangements between the Program and such affiliates
also create potential conflicts of interest.  An affiliate of the Program owns a
significant  amount of the  Program's  Units and  therefore  has an  identity of
interest  with other  limited  partners  with respect to the  operations  of the
Program.

      In order to attempt to assure  limited  liability for limited  partners as
well as an orderly  conduct of business,  management of the Program is exercised
solely by Dyco. The Program Agreement grants Dyco broad discretionary  authority
with  respect  to  the  Program's   participation  in  drilling   prospects  and
expenditure  and control of funds,  including  borrowings.  The  provisions  are
similar to those contained in prospectuses and partnership  agreements for other
public oil and gas partnerships. Broad discretion as to



                                      -37-
<PAGE>



general  management  of  the  Program  involves  circumstances  where  Dyco  has
conflicts  of  interest  and  where it must  allocate  costs  and  expenses,  or
opportunities, among the Program and other competing interests.

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

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






                                      -38-
<PAGE>



                                    PART IV


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

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

            (1)   Financial  Statements:  The following financial statements for
                  the Program as of December 31, 2000 and 1999 and for the years
                  ended  December 31, 2000,  1999, and 1998 are filed as part of
                  this report:

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

            (2)   Financial Statement Schedules:

                        None.

            (3)   Exhibits:

                  4.1   Drilling Agreement dated July 31, 1984 for Dyco Drilling
                        Program  1984-2 by and between  Dyco Oil and Gas Program
                        1984-2,  Dyco  Petroleum  Corporation,  and Jaye F. Dyer
                        filed as Exhibit  4.1 to Annual  Report on Form 10-K for
                        the year ended December 31, 1991 on April 7, 1992 and is
                        hereby incorporated by reference.

                  4.2   Form of Program  Agreement  for Dyco Oil and Gas Program
                        1984-2 by and between Dyco Petroleum Corporation and the
                        Participants  filed as Exhibit  4.2 to Annual  Report on
                        Form 10-K for the year ended  December 31, 1991 on April
                        7, 1992 and is hereby incorporated by reference.

                  4.3   Amendment  to  Program  Agreement  for  Dyco Oil and Gas
                        Program  1984-2 dated  February 9, 1989 filed as Exhibit
                        4.3 to Annual  Report  on Form  10-K for the year  ended
                        December  31,  1991  on  April  7,  1992  and is  hereby
                        incorporated by reference.

                  4.4   Certificate of Limited Partnership, as amended, for Dyco
                        Oil and Gas Program 1984-2 Limited  Partnership filed as
                        Exhibit  4.4 to Annual  Report on Form 10-K for the year
                        ended  December  31, 1991 on April 7, 1992 and is hereby
                        incorporated by reference.



                                      -39-
<PAGE>




               *23.1    Consent  of  Ryder  Scott  Company,  L.P.  for  Dyco Oil
                        and Gas  Program  1984-2  Limited Partnership.

                  All other Exhibits are omitted as inapplicable.


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


      (b)   Reports on Form 8-K filed during the fourth quarter of 2000.

                  None.




                                      -40-
<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 1984-2
                                    LIMITED PARTNERSHIP

                                    By:   DYCO PETROLEUM CORPORATION
                                          General Partner

                                          March 29, 2001


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


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

By:   /s/ Dennis R. Neill        President and                 March 29, 2001
      -------------------        Director (Principal
          Dennis R. Neill        Executive Officer)

      /s/ Patrick M. Hall        Chief Financial               March 29, 2001
      -------------------        Officer (Principal
          Patrick M. Hall        Financial and
                                 Accounting Officer)

      /s/ Judy K. Fox            Secretary                     March 29, 2001
      -------------------
          Judy K. Fox



                                      -41-
<PAGE>



                               INDEX TO EXHIBITS


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

4.1            Drilling  Agreement dated July 31, 1984 for Dyco Drilling Program
               1984-2  by and  between  Dyco Oil and Gas  Program  1984-2,  Dyco
               Petroleum  Corporation,  and Jaye F. Dyer filed as Exhibit 4.1 to
               Annual  Report on Form 10-K for the year ended  December 31, 1991
               on April 7, 1992 and is hereby incorporated by reference.

4.2            Form of Program  Agreement for Dyco Oil and Gas Program 1984-2 by
               and between Dyco Petroleum Corporation and the Participants filed
               as Exhibit  4.2 to Annual  Report on Form 10-K for the year ended
               December 31, 1991 on April 7, 1992 and is hereby  incorporated by
               reference.

4.3            Amendment  to  Program  Agreement  for Dyco  Oil and Gas  Program
               1984-2  dated  February  9, 1989 filed as  Exhibit  4.3 to Annual
               Report on Form 10-K for the year ended December 31, 1991 on April
               7, 1992 and is hereby incorporated by reference.

4.4            Certificate of Limited Partnership,  as amended, for Dyco Oil and
               Gas Program  1984-2 Limited  Partnership  filed as Exhibit 4.4 to
               Annual  Report on Form 10-K for the year ended  December 31, 1991
               on April 7, 1992 and is hereby incorporated by reference.

*23.1          Consent  of  Ryder  Scott  Company,  L.P.  for  Dyco  Oil and Gas
               Program 1984-2 Limited Partnership.



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


                                      -42-