July 31, 2002

RE:   NOTICE OF  TERMINATION  OF THE DYCO OIL AND GAS PROGRAM  1985-2  LIMITED
      PARTNERSHIP AND SUSPENSION OF REPURCHASE OFFER

Dear Dyco 1985-2 Drilling Program Limited Partner:

      For the reasons explained herein,  Dyco Petroleum  Corporation  ("Dyco" or
the "General  Partner"),  general partner of the Dyco Oil and Gas Program 1985-2
Limited  Partnership  (the  "Program"),  hereby  gives 90 days  notice of Dyco's
election to terminate  the Program.  This notice is being given  pursuant to the
Program's  Partnership  Agreement,  as amended (the "Agreement").  FOLLOWING THE
PROCESS  DISCUSSED BELOW,  LIMITED PARTNERS WILL RECEIVE THEIR PRO RATA SHARE OF
THE  PROGRAM'S   DISSOLUTION   PROCEEDS,  IF  ANY.  NO  FURTHER  QUARTERLY  CASH
DISTRIBUTIONS WILL BE MADE.

      It is expected  that the Program  will be  terminated  with the  Minnesota
Secretary of State on or about  October 31, 2002 and that the  Program's  assets
and liabilities  will be liquidated by December 31, 2002, with any cash proceeds
distributed to the Limited Partners on or before December 31, 2002.

REASON FOR TERMINATION

      The Program was formed on August 26,  1985.  During the 17 years since its
formation,  it has produced  most of the reserves  associated  with its original
producing  wells.  The Program now has  interests in 11 remaining  wells.  These
properties have a declining  ability to produce  revenues.  Please reference the
attached "Summary of 2001 Financials and Operations," which was also included in
the materials mailed to you on June 25, 2002, regarding 2001 performance and the
2002 repurchase offer.

      With a  declining  production  base,  Program  revenues  are  expected  to
continue their downward  trend.  Dyco believes that it is no longer  economic to
operate and produce the wells within the partnership structure. Furthermore, the
partners are burdened with (i) tax reporting  costs,  (ii) costs associated with
the Program's  continuing  reporting  obligations to the Securities and Exchange
Commission  ("SEC")  and (iii)  other  necessary  expenses  associated  with the
partnership  structure.  For these reasons, the General Partner believes that it
is now appropriate to proceed with winding up the business of the Program.

DISSOLUTION PROCEDURE

      As provided in the  Agreement  and under  Minnesota law (the law governing
the Program), this notice will cause dissolution of the Program 90 days from the
date hereof.  Upon  dissolution,  the General  Partner and its  affiliates  may,
pursuant  to  the  Agreement,  withdraw  their  interest  in  any  or all of the
Program's properties by taking

<PAGE>
Dyco Oil and Gas Program 1985-2 Limited Partnership
Notice of Termination
Page 2



their  share of the  Program's  properties  in-kind.  Dyco  and its  affiliates,
including Samson  Resources  Company  ("Samson"),  intend to avail themselves of
this provision.

      As part of the dissolution  process,  Dyco will actively negotiate for the
sale of the producing properties attributable to the remaining Limited Partners'
interests.  These  properties will be offered to all interested  parties through
normal oil and gas property auction processes as well as appropriate  negotiated
transactions.  Over the last  few  years,  Dyco  and its  affiliates  have  been
marketing  properties  through  these  means.  With  the  consolidation  that is
occurring in the oil and gas  industry,  we do not  anticipate  any  significant
problems in completing  the sale of the  properties.  It is possible that Samson
may participate in any public auction of the remaining properties and may be the
successful high bidder on some or all of the properties.

      Following  the sale of the remaining  properties  and the  calculation  of
other  assets and  liabilities  of the  Program,  any net cash will be paid as a
final liquidating  distribution to all of the remaining partners in the Program.
It is expected  that any such  distribution  will be made no later than December
31, 2002. Shortly after the final distribution, Dyco will send you the necessary
tax  information  needed  in  order  for  you to  finalize  your  tax  reporting
obligations associated with this Program.

TAX CONSEQUENCES

      Upon the  sale of the  Program's  producing  oil and gas  properties,  the
Program  will  recognize  either  a gain or  loss.  This  gain  or loss  will be
allocated to the partners  based on their  ownership  percentage in the Program.
The  majority of any gain will be  ordinary  income to the  partners  due to the
recapture of depreciation  and depletion  expenses.  Any losses from the sale of
the  oil  and gas  properties  will be a  long-term  capital  loss.  The  actual
distribution of the cash proceeds is not taxable to the partners.

DISSOLUTION VALUE

      It is not possible to  accurately  project  what oil and gas  companies or
other  buyers may be willing to pay for the  Program's  properties.  There will,
however,  be costs  incurred  in selling  the  properties  and  liquidating  the
Program.  We will not know the actual results of the  liquidation and the amount
of  any  dissolution  proceeds  until  completing  the  sale  of  all  remaining
properties. ALSO, IT IS NOT POSSIBLE TO PREDICT WHETHER ANY LIQUIDATION PROCEEDS
PAYABLE TO LIMITED  PARTNERS  WILL BE LESS THAN,  EQUAL TO, OR GREATER  THAN THE
CURRENT PROGRAM REPURCHASE OFFER WHICH WAS MAILED TO YOU ON JUNE 25, 2002.
<PAGE>
Dyco Oil and Gas Program 1985-2 Limited Partnership
Notice of Termination
Page 3


OUTSTANDING REPURCHASE OFFER AND SUSPENSION THEREOF

       As an alternative to receiving any  liquidation  distribution,  a Limited
Partner can  presently  require Dyco to buy out his or her interest  pursuant to
the outstanding 2002 Repurchase Offer. THE 2002 REPURCHASE OFFER WILL,  HOWEVER,
BE  SUSPENDED  AS OF AUGUST 31,  2002,  SO ALL  REPURCHASE  OFFER  FORMS MUST BE
POSTMARKED BY THAT DATE.

      PARTNERS SHOULD NOTE THAT THE REPURCHASE  OFFER MAY ULTIMATELY PROVE TO BE
HIGHER  OR LOWER  THAN THE  LIQUIDATION  PROCEEDS,  IF ANY,  DISTRIBUTED  TO THE
PARTNERS.

RECONSTITUTION OF PROGRAM

      As provided by Minnesota law and the Agreement,  a majority in interest of
the Limited  Partners  may vote to  reconstitute  the Program and  continue  its
activities as a  partnership  with a newly  appointed  general  partner.  Such a
proposal can be presented to the Limited  Partners  upon the written  request of
Limited Partners representing at least 10% of the total units.  Consideration of
such a proposal would require that a proxy  statement be filed with the SEC. The
proxy  statement  costs would be an expense of the Program.  Dyco estimates that
postage, printing,  solicitation,  accounting and legal expenses associated with
any SEC proxy  statement  process would cost the Program at least $25,000 during
2002.  Dyco and Samson  own  approximately  42% of the  Program's  units.  It is
expected that they would vote "no" on any vote to reconstitute the Program.

OTHER INFORMATION

      The Program  recently  filed its 2001  annual  report on Form 10-K and its
first quarter 2002 report on Form 10-Q with the SEC. The second quarter 10-Q for
the Program will be filed with the SEC within the next few days.  If you wish to
receive a copy of these reports,  please call Dyco Investor  Services.  The Dyco
10-Ks  and  10-Qs  are also  filed  electronically  with the SEC under the Edgar
reporting  system.  Therefore,  they are available  over the  Internet.  You can
access the SEC's home page on the World Wide Web at http://www.sec.gov/.

      If you have any questions about the Program's dissolution and liquidation,
please contact Dyco Investor  Services at 877-248-3926 or 918-583-1791.  We will
periodically update you on the progress of selling the Program's wells.

Sincerely,


Dennis R. Neill
President

Attachment

<PAGE>

                                    PART III
                    Summary of 2001 Financials And Operations
                        (Limited Partners' Interest Only)

                           Dyco 85-2 Drilling Program

I. Financial Highlights (GAAP Basis )(1)           2001             2000
------------------------------------               ----             ----

   Revenues                                     $174,150        $  255,533
   Operating Expenses and
     Amortization of Oil and
     Gas Properties                            (  56,614)      (    42,965)
   Overhead Expenses                           (  35,377)      (    34,202)
                                                 -------         ---------
   Net Income                                   $ 82,159        $  178,366
   Per Unit Net Income                          $     19        $       41

   Cash Flows From Operating
     Activities                                 $110,676        $  165,376
   Cash Flows Per Unit                          $     25        $       38
   Cash Distributions                           $196,830        $  174,960
   Cash Distributions Per Unit                  $     45        $       40

II. Operations
--------------
   Gas Production (thousand cubic feet)           34,694            41,237
   Oil Production (barrels)                        1,127             1,581
   Average Gas Price (thousand cubic
    feet)                                       $   4.14        $     3.65
   Average Oil Price (barrel)                   $  25.26        $    29.49
   Gross (Net) Producing Wells at
     Year-End(2)                                 11(1.43)          10(1.39)

III. Reserves
-------------
                                                  Oil          Natural Gas
  A. Changes in Net Quantities of                               (Thousand
     Proved Reserves (2 year review):          (Barrels)        Cubic Feet)
     --------------------------------          ---------       ------------
     Balance, December 31, 1999                   12,171           305,100
     Production                                (   1,581)      (    41,237)
     Revision of previous estimates            (   2,528)           10,338
                                                --------        ----------
     Balance, December 31, 2000                    8,062           274,201
     Production                                (   1,127)      (    34,694)
     Revision of previous estimates                  327       (    11,299)
                                                --------         ---------

     Balance, December 31, 2001                    7,262           228,208
                                                ========        ==========
     Proved developed reserves included
        in December 31, 2001 amounts               7,262           228,208
                                                ========        ==========



B.    Highest Value Properties Based on Reserve Estimates:(3)
     ----------------------------------------------------

<TABLE>
<CAPTION>


                                                               Remaining Reserves
                                                                   at 12/31/01            % of Program's
                         Working                              ------------------------      Remaining
  Well Name              Interest     County         State    Oil(Barrels)    Gas(MCF)      Reserves
  ---------              --------     ------         -----    ------------    --------    --------------

  <S>                      <C>        <C>              <C>       <C>           <C>             <C>
  Twyman #2-18             40.5%      Washita          OK        6,953         27,809          25.6%
  Gladson-Andrew
    #1-1                   36.5%      Caddo            OK          152         38,052          14.3%
  Federal #1-34            14.7%      Blaine           OK          -           38,163          14.0%

  --------------------
(1)   Complete Financial Statements are available on request by calling Dyco Investor Services.
(2)   "Gross wells" refers to wells in which a working  interest is owned.  "Net wells" refers to the sum of
      the fractional  working interests owned in gross wells. For example, a 15%
      leasehold  working  interest in a well represents one gross well, but 0.15
      net well.
(3)   Based on reserve studies used for the accompanying Repurchase Offer.

</TABLE>