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, 1997

Commission File Number 0-12261 (1982-1 Program)
                       0-12262 (1982-2 Program)

                         DYCO 1982 OIL AND GAS PROGRAMS
                           (TWO LIMITED PARTNERSHIPS)
             (Exact name of registrant as specified in its charter)

                                    41-1438430 (1982-1 Program)
           Minnesota                41-1438437 (1982-2 Program)
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification Number)

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

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

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

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

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

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

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

      DOCUMENTS INCORPORATED BY REFERENCE:  None.



                                       
<PAGE>




                                 FORM 10-K405

                        DYCO 1982 OIL AND GAS PROGRAMS
                     (Two Minnesota limited partnerships)


                               TABLE OF CONTENTS


PART I.......................................................................3
      ITEM 1.     BUSINESS...................................................3
      ITEM 2.     PROPERTIES.................................................7
      ITEM 3.     LEGAL PROCEEDINGS.........................................14
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......15
PART II.....................................................................15
      ITEM 5.     MARKET FOR THE REGISTRANT'S  LIMITED  PARTNERSHIP UNITS
                  AND RELATED LIMITED PARTNER MATTERS.......................15
      ITEM 6.     SELECTED FINANCIAL DATA...................................17
      ITEM 7.     MANAGEMENT'S   DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................19
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............26
      ITEM 9.     CHANGES  IN  AND  DISAGREEMENTS   WITH  ACCOUNTANTS  ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................50
PART III....................................................................50
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........50
      ITEM 11.    EXECUTIVE COMPENSATION....................................51
      ITEM 12.    SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND
                  MANAGEMENT................................................56
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............56
PART IV.....................................................................58
      ITEM 14.    EXHIBITS,  FINANCIAL STATEMENT  SCHEDULES,  AND REPORTS
                  ON FORM 8-K...............................................58
      SIGNATURES............................................................61





                                       2
<PAGE>



PART I.


ITEM 1.  BUSINESS.

      General

      The Dyco Oil and Gas  Program  1982-1  Limited  Partnership  (the  "1982-1
Program") and Dyco Oil and Gas Program 1982-2 Limited  Partnership  (the "1982-2
Program")  (collectively,  the  "Programs") are Minnesota  limited  partnerships
engaged in the  production of oil and gas. The 1982-1 Program and 1982-2 Program
commenced operations on June 14, 1982 and March 1, 1983, respectively,  with the
primary financial  objective of investing their limited partners'  subscriptions
in the drilling of oil and gas prospects and then  distributing to their limited
partners  all  available  cash  flow  from  the  Program's  on-going  production
operations. Dyco Petroleum Corporation ("Dyco") serves as the General Partner of
the  Programs.  See "Item 2.  Properties"  for a  description  of the  Programs'
properties and reserves.

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

      Dyco  currently  serves as General  Partner  of 32  limited  partnerships,
including the Programs.  Dyco is a wholly-owned  subsidiary of Samson Investment
Company.  Samson  Investment  Company  and its various  corporate  subsidiaries,
including Dyco, (collectively,  the "Samson Companies") are 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, 1997, the
Samson  Companies  owned  interests  in  approximately  15,000 oil and gas wells
located  in 19  states  of the  United  States  and  the  countries  of  Canada,
Venezuela,  and Russia.  At December 31,  1997,  the Samson  Companies  operated
approximately 2,500 oil and gas wells located in 15 states of the United States,
as well as Canada, Venezuela, and Russia.

      As limited  partnerships,  the Programs  have no officers,  directors,  or
employees.  They rely  instead  on the  personnel  of Dyco and the other  Samson
Companies.  As of March 1, 1998 the Samson Companies employed  approximately 820
persons.  No employees  are covered by  collective  bargaining  agreements,  and
management believes that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of Dyco, see "Item
10. Directors and Executive Officers of the Registrant."




                                       3
<PAGE>



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


      Funding

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


      Principal Products Produced and Services Rendered

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


      Oil, Gas, and Environmental Control Regulations

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

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




                                       4
<PAGE>



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

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


      Significant Customers

      Purchases of gas by El Paso Energy Marketing Company ("El Paso") accounted
for  approximately  89.0% of the 1982-1  Program's  oil and gas sales during the
year ended December 31, 1997. With respect to the 1982-2  Program,  purchases of
gas by El Paso and Enogex Services Corporation accounted for approximately 83.6%
and 12.5%, respectively, of its oil and gas sales during the year ended December
31,  1997.  In the  event of  interruption  of  purchases  by these  significant
customers or the cessation or material  change in  availability  of  open-access
transportation  by  the  Programs'  pipeline  transporters,   the  Programs  may
encounter  difficulty in marketing  their gas and in maintaining  historic sales
levels. Alternative purchasers or transporters may not be readily available.

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


      Competition and Marketing

      The  domestic  oil and gas  industry is highly  competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties. The ability of the Programs to produce and market oil
and gas profitably depends on a number of factors that are beyond the control of
the Programs.  These factors include worldwide political instability (especially
in oil-producing regions), United Nations export embargoes, the supply and price
of foreign imports of oil and gas, the level of consumer product demand


                                       5
<PAGE>



(which can be heavily  influenced by weather patterns),  government  regulations
and taxes, the price and availability of alternative fuels, the overall economic
environment,  and the availability and capacity of transportation and processing
facilities.  The effect of these  factors on future oil and gas industry  trends
cannot be accurately predicted or anticipated.

      The most important variable affecting the Programs' revenues is the prices
received  for  the  sale  of oil  and  gas.  Predicting  future  prices  is very
difficult.  Concerning  past trends,  average yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such  average  prices have  generally  been in the $1.40 to $2.40 per Mcf range,
significantly  below prices  received in the early 1980s.  Average gas prices in
the latter part of 1996 and parts of 1997,  however,  were somewhat  higher than
those yearly  averages.  Gas prices are  currently in the middle  portion of the
10-year average price range described above.

      Substantially  all of the  Programs'  gas  reserves  are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Programs' gas decreased from approximately $3.57
per Mcf at December  31,  1996 to  approximately  $2.32 per Mcf at December  31,
1997.  Such prices  were on an MMBTU  basis and differ from the prices  actually
received  by the  Programs  due  to  transportation  and  marketing  costs,  BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months,  as well as expectations of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
$12.00 per barrel. It is not known whether this trend will continue.  Prices for
the Programs' oil decreased from approximately $23.75 per barrel at December 31,
1996 to approximately $16.25 per barrel at December 31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually received by the Programs for at least the following year. Management is
unable to predict  whether  future oil and gas prices will (i)  stabilize,  (ii)
increase, or (iii) decrease.





                                       6
<PAGE>



      Insurance Coverage

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


ITEM 2.  PROPERTIES

      Well Statistics

      The  following  table sets forth the  numbers of gross and net  productive
wells of the Programs as of December 31, 1997.

                              Well Statistics(1)
                            As of December 31, 1997

                                                1982-1         1982-2
                                                Program        Program
                                                -------        -------
            Gross productive wells(2):
               Oil                                  2              -
               Gas                                 18             20
                                                   --             --
                  Total                            20             20

            Net productive wells(3):
               Oil                                .79              -
               Gas                               1.95           1.95
                                                 ----           ----
                  Total                          2.74           1.95

----------

(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.




                                       7
<PAGE>




      Drilling Activities

      The Programs  participated  in no drilling  activities  for the year ended
December 31, 1997.


      Oil and Gas Production, Revenue, and Price History

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





                                       8
<PAGE>



                              Net Production Data

                                                  Year Ended December 31,

                                               --------------------------------
                                                 1997         1996        1995
                                               --------     --------   --------
1982-1 Program:
--------------

   Production:
      Oil (Bbls)(1)                               1,906        1,868      2,308
      Gas (Mcf)(2)                              122,008      135,616    170,795

   Oil and gas sales:
      Oil                                      $ 37,204     $ 38,939   $ 39,156
      Gas                                       285,698      278,328    224,175
                                                -------      -------    -------
         Total                                 $322,902     $317,267   $263,331
                                                =======      =======    =======
   Total direct operating expenses(3)          $104,415     $109,514   $134,081
                                                =======      =======    =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                       32.3%        34.5%      50.9%

   Average sales price:
      Per barrel of oil                          $19.52       $20.85     $16.97
      Per Mcf of gas                               2.34         2.05       1.31

   Direct operating expenses per
      equivalent Mcf of gas(4)                   $  .78       $  .75     $  .73




                                       9
<PAGE>



                                                  Year Ended December 31,
                                               --------------------------------
                                                 1997         1996       1995
                                               --------     --------   --------
1982-2 Program:
--------------

   Production:
      Oil (Bbls)(1)                                 102          180        704
      Gas (Mcf)(2)                              321,119      337,092    437,387

   Oil and gas sales:
      Oil                                      $  2,191     $  3,936   $  9,554
      Gas                                       722,562      681,503    573,087
                                                -------      -------    -------
         Total                                 $724,753     $685,439   $582,641
                                                =======      =======    =======
   Total direct operating expenses(3)          $141,971     $161,570   $168,278
                                                =======      =======    =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                       19.6%        23.6%      28.9%

   Average sales price:
      Per barrel of oil                          $21.48       $21.87     $13.57
      Per Mcf of gas                               2.25         2.02       1.31

   Direct operating expenses per
      equivalent Mcf of gas(4)                   $  .44       $  .48     $  .38



                                       10
<PAGE>




----------

(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 Programs'  estimated  proved oil and
gas reserves  and net present  value  therefrom  as of December 31, 1997.  The
schedule of quantities of proved oil and


                                       11
<PAGE>


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

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including  production  taxes, ad valorem taxes, and operating  expenses),
and estimated future development costs, discounted at 10% per annum. Net present
value  attributable to the Programs' proved reserves was calculated on the basis
of current costs and prices at December 31, 1997. Such prices were not escalated
except in  certain  circumstances  where  escalations  were  fixed  and  readily
determinable in accordance with applicable contract provisions.  The prices used
by Dyco in  calculating  the net present  value  attributable  to the  Programs'
proved  reserves  do not  necessarily  reflect  market  prices  for  oil and gas
production  subsequent to December 31, 1997. Year-end prices have generally been
higher than prices during the rest of the year.  There can be no assurance  that
the prices used in  calculating  the net present value of the  Programs'  proved
reserves at December 31, 1997 will actually be realized for such production.

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





                                       12
<PAGE>



                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves
                            As of December 31, 1997

                                1982-1 Program:
                                --------------

         Estimated proved reserves:
            Gas (Mcf)                                       620,640
            Oil and liquids (Bbls)                           16,270

         Net present value
            (discounted at 10% per annum)                $  710,174

                                1982-2 Program:
                                --------------

         Estimated proved reserves:
            Gas (Mcf)                                     1,027,334
            Oil and liquids (Bbls)                              571

         Net present value
            (discounted at 10% per annum)                $  996,058


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


                            Significant Properties

                                1982-1 Program
                                --------------

      As of December 31, 1997, the 1982-1 Program's  properties  consisted of 20
gross (2.74 net) productive  wells.  The 1982-1 Program also owned a non-working
interest in an additional 6 wells.  Affiliates of the 1982-1 Program  operate 14
(54%) of its total  wells.  As of  December  31,  1997,  the 1982-1  Program had
estimated total proved reserves of 620,640 Mcf of gas and 16,270 barrels of oil,
with a present value  (discounted at 10% per annum) of estimated future net cash
flow  of  approximately  $710,174.  Substantially  all of the  1982-1  Program's
reserves  are located in the  Anadarko  Basin of western  Oklahoma and the Texas
panhandle,  which is an  established  oil and gas  producing  basin.  All of the
1982-1  Program's  properties  are  located  onshore in the  continental  United
States.




                                       13
<PAGE>






      As of December 31, 1997, the 1982-1  Program's  properties in the Anadarko
Basin consisted of 19 gross (2.22 net) productive wells. The 1982-1 Program also
owned a non-working interest in an additional 6 wells.  Affiliates of the 1982-1
Program  operate 13 (52%) of its total Anadarko Basin wells.  As of December 31,
1997,  the 1982-1  Program had estimated  total proved  reserves in the Anadarko
Basin of approximately  590,393 Mcf of gas and  approximately  16,270 barrels of
crude oil,  with a present  value  (discounted  at 10% per  annum) of  estimated
future net cash flow of approximately $675,598.


                                1982-2 Program
                                --------------

      As of December 31, 1997, the 1982-2 Program's  properties  consisted of 20
gross (1.95 net) productive  wells.  The 1982-2 Program also owned a non-working
interest in an additional 6 wells.  Affiliates of the 1982-2 Program  operate 12
(46%) of its total  wells.  As of  December  31,  1997,  the 1982-2  Program had
estimated  total proved reserves of 1,027,334 Mcf of gas and 571 barrels of oil,
with a present value  (discounted at 10% per annum) of estimated future net cash
flow of approximately $996,058. All of the 1982-2 Program's reserves are located
in the Anadarko Basin.


      Title to Oil and Gas Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS

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




                                       14
<PAGE>




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

      There were no  matters  submitted  to a vote of the  limited  partners  of
either Program during 1997.


PART II

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

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


                                1982-1 PROGRAM
                                --------------

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

            1996:
               First Quarter               $54               $ -
               Second Quarter               54                 -
               Third Quarter                65                 -
               Fourth Quarter               65                 -

            1997:
               First Quarter               $65               $ -
               Second Quarter               65                 -
               Third Quarter                44                20
               Fourth Quarter               44                 -

            1998:
               First Quarter               $44               $ -





                                       15
<PAGE>



                                1982-2 PROGRAM
                                --------------

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

            1996:
               First Quarter               $99               $ -
               Second Quarter               69                30
               Third Quarter                79                20
               Fourth Quarter               79                 -

            1997:
               First Quarter               $44               $35
               Second Quarter               44                 -
               Third Quarter                65                25
               Fourth Quarter               65                 -

            1998:
               First Quarter               $35               $30


      The 1982-1 Program has 10,100 Units  outstanding and  approximately  3,111
limited partners of record.  The 1982-2 Program has 8,080 Units  outstanding and
approximately 2,437 limited partners of record.



                                       16
<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA

      Selected Financial Data

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

                                 1982-1 Program
                                 --------------
                                                                December 31,
                                          ----------------------------------------------------------------
                                            1997          1996         1995         1994         1993
                                          --------      --------     --------     --------     -----------
<S>                                       <C>            <C>        <C>           <C>          <C>     
Summary of Operations:
   Oil and gas sales                      $322,902       $317,267    $263,331     $310,573     $441,939
   Total revenues                          329,262        319,923     263,538      314,183      476,838

   Lease operating
      expenses                              80,881         86,759     115,436       73,341       81,958
   Production taxes                         23,534         22,755      18,645       17,190       33,360
   General and administrative
      expenses                             109,234        102,540     104,106       92,108       91,041
   Depreciation, depletion,
      and amortization of oil
      and gas properties                    35,611         21,362      40,413       66,472       93,645

   Net income (loss)                        80,002         86,507    ( 15,062)      65,072      176,834
      per Unit                                7.92           8.57    (   1.49)        6.44        17.50
   Cash distributions                      202,000           -           -         202,000      808,000
      per Unit                                  20           -           -              20           80

Summary Balance Sheet Data:
   Total assets                            319,181        436,000     351,285      390,358      580,402
   Partners' capital                       253,766        375,764     289,257      304,319      441,247

</TABLE>




                                       17
<PAGE>

<TABLE>
<CAPTION>


                                               1982-2 Program
                                               --------------

                                                                   December 31,
                                          ---------------------------------------------------------------
                                            1997          1996         1995         1994         1993
                                          --------      --------     --------     --------     ----------
<S>                                       <C>            <C>         <C>          <C>          <C>     
Summary of Operations:
   Oil and gas sales                      $724,753      $685,439     $582,641     $763,320     $631,384
   Total revenues                          733,617       693,653      590,407      768,862      634,650

   Lease operating
      expenses                              93,272       110,110      126,949      123,535      141,268
   Production taxes                         48,699        51,460       41,329       55,286       45,877
   General and administrative
      expenses                              86,233        81,018       83,226       73,694       73,834
   Depreciation, depletion,
      and amortization of oil
      and gas properties                    74,318        58,142      107,051      200,824      163,507
   Impairment provision                       -             -          14,169         -            -

   Net income                              431,095       392,923      217,683      315,523      210,164
      per Unit                               53.35         48.63        26.94        39.05        26.01
   Cash distributions                      484,800       404,000      242,400      606,000      444,400
      per Unit                                  60            50           30           75           55

Summary Balance Sheet Data:
   Total assets                            545,239       645,642      616,939      666,396      913,469
   Partners' capital                       448,430       502,135      513,212      537,929      828,406
</TABLE>



                                       18
<PAGE>



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

      Use of Forward-Looking Statements and Estimates

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

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


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below.  The most important  variable
affecting the Programs'  revenues is the prices received for the sale of oil and
gas. Predicting future prices is very difficult. Concerning past trends, average
yearly  wellhead gas prices in the United States have been volatile for a number
of years. For the past ten years, such average prices have generally been in the
$1.40 to $2.40 per Mcf range,  significantly  below prices received in the early
1980s.  Average gas prices in the latter part of 1996 and parts of 1997 however,
were somewhat higher than those yearly averages. Gas prices are currently in the
middle portion of the 10-year average price range described above.

      Substantially  all of the  Programs'  gas  reserves  are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing fluctuations due to the


                                       19
<PAGE>



highly  competitive  nature of the spot market.  In  addition,  such spot market
sales are generally short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines. Spot prices for the Programs' gas
decreased from approximately $3.57 per Mcf at December 31, 1996 to approximately
$2.32 per Mcf at  December  31,  1997.  Such  prices  were on an MMBTU basis and
differ from the prices actually  received by the Programs due to  transportation
and  marketing  costs,   BTU   adjustments,   and  regional  price  and  quality
differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last several  months as well as  expectations  of at least a short-term
slowdown in Asian energy  demand,  oil prices have  recently  been in the mid to
lower  portions of this  pricing  range,  and in early 1998 dropped to as low as
$12.00 per barrel. It is not known whether this trend will continue.  Prices for
the Programs' oil decreased from approximately $23.75 per barrel at December 31,
1996 to approximately $16.25 per barrel at December 31, 1997.

      Future prices for both oil and gas will likely be different  from (and may
be lower  than) the prices in effect on  December  31,  1997.  Primarily  due to
heating  season  demand,  year-end  prices in many past years have  tended to be
higher, and in some cases  significantly  higher,  than the yearly average price
actually received by the Programs for at least the following year. Management is
unable to predict  whether  future oil and gas prices will (i)  stabilize,  (ii)
increase, or (iii) decrease.


                             Results of Operations

                                1982-1 Program
                                --------------

                   Year Ended December 31, 1997 Compared to
                         Year Ended December 31, 1996
                   ----------------------------------------

      Total oil and gas sales  increased  $5,635  (1.8%) in 1997 as  compared to
1996. Of this increase,  approximately $35,000 was related to an increase in the
average price of gas sold,  which increase was partially  offset by decreases of
approximately  $28,000 and $3,000,  respectively,  related to  decreases in both
volumes  of gas sold and the  average  price of oil  sold.  Volumes  of oil sold
increased 38 barrels,  while volumes of gas sold decreased 13,608 Mcf in 1997 as
compared to 1996.  The decrease in volumes of gas sold resulted  primarily  from
(i) normal declines in production and (ii) the sale of one well in 1996. Average
oil prices  decreased  to $19.52  per  barrel in 1997 from  $20.85 per barrel in
1996.  Average gas prices  increased to $2.34 per Mcf in 1997 from $2.05 per Mcf
in 1996.




                                       20
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $5,099  (4.7%) in 1997 as compared to 1996.  This
decrease resulted primarily from the decrease in volumes of gas sold in 1997. As
a percentage of oil and gas sales these expenses decreased to 32.3% in 1997 from
34.5% in 1996. This percentage decrease was primarily due to the increase in the
average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $14,249  (66.7%) in 1997 as compared to 1996.  This  increase was due
primarily  to downward  revisions  in the  estimates  of  remaining  oil and gas
reserves at December 31, 1997 and a decrease in oil and gas prices used to value
those  reserves  in 1997 as  compared to 1996.  As a  percentage  of oil and gas
sales,  this  expense  increased  to  11.0%  in 1997  from  6.7% in  1996.  This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion, and amortization discussed above.

      General and  administrative  expenses  increased  $6,694 (6.5%) in 1997 as
compared to 1996. As a percentage of oil and gas sales,  these expenses remained
relatively constant at 33.8% in 1997 and 32.3% in 1996.


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

      Total oil and gas sales increased  $53,936 (20.5%) for 1996 as compared to
1995. Of this increase,  approximately $9,000 and $126,000,  respectively,  were
related to increases in the average prices of oil and gas sold, partially offset
by  decreases of  approximately  $9,000 and  $72,000,  respectively,  related to
decreases  in the  volumes  of oil and gas  sold.  Volumes  of oil and gas  sold
decreased  440  barrels and 35,179  Mcf,  respectively,  for 1996 as compared to
1995. The decrease in volumes of oil sold resulted primarily from (i) a positive
prior period volume adjustment made by the purchaser on one well during 1995 and
(ii) normal  declines in production due to diminished  reserves on another well.
The decrease in volumes of gas sold resulted  primarily  from (i) positive prior
period  volume  adjustments  made by the purchaser on several wells during 1995,
(ii) normal  declines in production  due to  diminished  gas reserves on several
wells,  and (iii) the sale of one gas  producing  well  during  1996,  partially
offset by a negative  gas  balancing  adjustment  on another  well during  1995.
Average  oil and gas  prices  increased  to $20.85 per barrel and $2.05 per Mcf,
respectively,  for 1996 from $16.97 per barrel and $1.31 per Mcf,  respectively,
for 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $24,567 (18.3%) for 1996 as compared to 1995. This
decrease  resulted  primarily from (i) workover  expenses  incurred on two wells
during 1995 in order to improve the recovery of  reserves,  (ii) the sale of one
well


                                       21
<PAGE>



during 1996, (iii) a decrease in general repair and maintenance  expenses on two
wells during 1996 as compared to 1995,  and (iv) decreases in volumes of oil and
gas sold during 1996 as compared to 1995.  As a percentage of oil and gas sales,
these expenses  decreased to 34.5% for 1996 from 50.9% for 1995. This percentage
decrease  was  primarily  due to the  dollar  decrease  in  production  expenses
discussed  above and the  increases  in the  average  prices of oil and gas sold
during 1996

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $19,051 (47.1%) for 1996 as compared to 1995. This decrease  resulted
primarily  from an upward  revision in the  estimates of  remaining  oil and gas
reserves  at December  31,  1996.  As a  percentage  of oil and gas sales,  this
expense decreased to 6.7% for 1996 from 15.3% for 1995. This percentage decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization  discussed above and the increases in the average prices of oil and
gas sold during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 32.3% for 1996 from 39.5% for 1995.  This  percentage  decrease was
primarily  due to the  increase in oil and gas sales  during 1996 as compared to
1995 discussed above.


                                1982-2 Program
                                 -------------

                   Year Ended December 31, 1997 Compared to
                         Year Ended December 31, 1996
                   ----------------------------------------

      Total oil and gas sales  increased  $39,314  (5.7%) in 1997 as compared to
1996. Of this increase,  approximately $74,000 was related to an increase in the
average price of gas sold,  which increase was partially  offset by decreases of
approximately $2,000 and $32,000, respectively,  related to decreases in volumes
of oil and gas sold. Volumes of oil and gas sold decreased 78 barrels and 15,973
Mcf,  respectively,  in 1997 as compared to 1996. The decrease in volumes of gas
sold resulted  primarily from normal declines in production,  which decrease was
partially  offset by a positive gas  balancing  adjustment  on one well in 1997.
Average oil prices decreased to $21.48 per barrel in 1997 from $21.87 per barrel
in 1996.  Average gas prices  increased  to $2.25 per Mcf in 1997 from $2.02 per
Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $19,599 (12.1%) in 1997 as compared to 1996. This
decrease resulted primarily from the plugging of an abandoned well in 1996. As a
percentage of oil and gas sales these  expenses  decreased to 19.6% in 1997 from
23.6% in 1996. This percentage decrease was primarily due to the


                                       22
<PAGE>



dollar  decrease  in oil and gas  production  expense  discussed  above  and the
increase in the average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $16,176  (27.8%)  in 1997 as  compared  to 1996.  This  increase  was
primarily due to a decrease in oil and gas prices used to value reserves in 1997
as  compared  to  1996.  As a  percentage  of oil and gas  sales,  this  expense
increased  to 10.3% in 1997  from 8.5% in 1996.  This  percentage  increase  was
primarily  due  to  the  dollar  increase  in   depreciation,   depletion,   and
amortization discussed above.

      General and  administrative  expenses  increased  $5,215 (6.4%) in 1997 as
compared to 1996. As a percentage of oil and gas sales,  these expenses remained
relatively constant at 11.9% in 1997 and 11.8% in 1996.


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

      Total oil and gas sales increased $102,798 (17.6%) for 1996 as compared to
1995. Of this increase, approximately $311,000 was related to an increase in the
average  price of gas sold,  partially  offset  by  decreases  of  approximately
$11,000 and $203,000,  respectively,  related to decreases in volumes of oil and
gas sold.  Volumes of oil and gas sold  decreased  524 barrels and 100,295  Mcf,
respectively,  for 1996 as compared to 1995. The decrease in volumes of oil sold
resulted  primarily  from the sale of one well  during  1995.  The  decrease  in
volumes of gas sold  resulted  primarily  from (i) the  shutting-in  of one well
during a portion of 1996 due to a state imposed  allowable  restriction,  (ii) a
positive gas balancing adjustment on the same well during 1995, and (iii) normal
declines  in  production  due to  diminished  gas  reserves on two wells 1996 as
compared to 1995.  Average oil and gas prices increased to $21.87 per barrel and
$2.02 per Mcf, respectively,  for 1996 from $13.57 per barrel and $1.31 per Mcf,
respectively, 1995.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $6,708  (4.0%)  1996 as  compared  to 1995.  This
decrease  resulted  primarily from the reversal of a $20,000 accrual during 1996
due to the  conclusion  of a certain  legal  contingency  in favor of the 1982-2
Program, partially offset by an increase in production taxes associated with the
increase in oil and gas sales as discussed  above 1996 as compared to 1995. As a
percentage of oil and gas sales, these expenses decreased to 23.6% for 1996 from
28.9% for 1995. This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold 1996.

     Depreciation,  depletion,  and  amortization  of  oil  and  gas  properties
decreased $48,909 (45.7%) for
1996 as compared to


                                       23
<PAGE>



1995. This decrease  resulted  primarily from (i) the decrease in volumes of oil
and gas  sold  1996 as  compared  to 1995  and (ii) an  upward  revision  in the
estimate of remaining  gas reserves at December 31, 1996. As a percentage of oil
and gas sales, this expense decreased to 8.5% for 1996 from 18.4% for 1995. This
percentage  decrease was primarily due to the dollar  decrease in  depreciation,
depletion,  and  amortization  discussed  above and the increases in the average
prices of oil and gas sold 1996.

      As a result of a decline in gas prices during the first part of 1995,  the
1982-2 Program recognized a non-cash charge against earnings of $14,169 in 1995.
This  impairment  provision for oil and gas  properties at December 31, 1995 was
necessary due to the unamortized  costs of oil and gas properties  exceeding the
present  value  of the  estimated  future  net  revenues  from  such oil and gas
properties. No similar charge was necessary during 1996.

      General and administrative  expenses remained relatively constant for 1996
as  compared  to 1995.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 11.8% for 1996 from 14.3% for 1995.  This  percentage  decrease was
primarily due to the increase in oil and gas sales during 1996.


      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the limited  partners on a quarterly  basis.  See "Item 5. Market
for the  Registrant's  Limited  Partnership  Units and Related  Limited  Partner
Matters."  The net proceeds  from  production  are not  reinvested in productive
assets, except to the extent that producing wells are improved, or where methods
are employed to permit more efficient recovery of reserves, thereby resulting in
a positive  economic  impact.  Assuming  production  levels for 1997, the 1982-1
Program's proved oil and gas reserve  quantities at December 31, 1997 would have
remaining lives of approximately 8.5 and 5.1 years, respectively, and the 1982-2
Program's  proved oil and gas reserves at December 31, 1997 would have remaining
lives of  approximately  5.6 and 3.2  years,  respectively.  However,  since the
Programs'  reserve  estimates  are based on oil and gas prices at  December  31,
1997,  it is  possible  that a  significant  decrease in oil and gas prices from
December  31, 1997 levels will  reduce  such  reserves  and their  corresponding
life-span.

      The Programs'  available capital from the limited partners'  subscriptions
has been spent on oil and gas drilling activities and there should be no further
material capital resource commitments in the future.  Occasional expenditures by
the Programs for well completions or workovers, however, may reduce or eliminate
cash available for a particular  quarterly cash distribution.  The Programs have
no debt commitments.  Cash for operational  purposes will be provided by current
oil and gas production.



                                       24
<PAGE>




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


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy  did not have a material  effect on the  operations  of the  Programs in
1997. 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."


      Year 2000 Computer Issues

      Dyco has reviewed its  computer  systems and hardware to locate  potential
operational  problems  associated  with the year 2000. Such review will continue
until all potential  problems are located and  resolved.  Dyco believes that all
year-2000  problems  in its  computer  system have been or will be resolved in a
timely  manner and have not caused and will not cause either (i)  disruption  of
the Programs'  operations or (ii) a material  effect on the Programs'  financial
condition or results of operations.  However,  it is possible that the Programs'
cash flows could be disrupted by year-2000 problems  experienced by operators of
the Programs' wells, buyers of the Programs' oil and gas, financial institutions
or other persons. Dyco is unable to quantify the effect, if any, on the Programs
of year-2000  computer problems which may be experienced by these third parties.
ITEM 1.


                                       25
<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                       REPORT OF INDEPENDENT ACCOUNTANTS


TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP

      We have audited the  financial  statements of the Dyco Oil and Gas Program
1982-1 Limited  Partnership (a Minnesota limited  partnership) as listed in Item
14(a) of this Annual Report.  These financial  statements are the responsibility
of the  Program's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dyco Oil and Gas Program
1982-1 Limited Partnership at December 31, 1997 and 1996, and the results of its
operations  and cash  flows  for each of the  three  years in the  period  ended
December 31, 1997, in conformity with generally accepted accounting principles.



                          /s/ Coopers & Lybrand, L.L.P.


                            COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1998



                                       26
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                     1997           1996
                                                   --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                       $120,049       $135,676
   Accrued oil and gas sales                         49,405         64,236
                                                    -------        -------
      Total current assets                         $169,454       $199,912

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method                    90,100        176,741

DEFERRED CHARGE                                      59,627         59,347
                                                    -------        -------

                                                   $319,181       $436,000
                                                    =======        =======

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

CURRENT LIABILITIES:
   Accounts payable                                $ 12,181       $  7,000
                                                    -------        -------
      Total current liabilities                    $ 12,181       $  7,000

ACCRUED LIABILITY                                    53,234         53,236

PARTNERS CAPITAL:
   General Partner, issued and
      outstanding, 100 Units                          2,537          3,757
   Limited Partners, issued and
      outstanding, 10,000 Units                     251,229        372,007
                                                    -------        -------
      Total Partners' Capital                      $253,766       $375,764
                                                    -------        -------

                                                   $319,181       $436,000
                                                    =======        =======


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



                                       27
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-1 LIMITED PARTNERSHIP
                            Statements of Operations
              For the Years Ended December 31, 1997, 1996, and 1995


                                            1997          1996        1995      
                                         ----------    ---------    --------    
                                                                                
REVENUES:                                                                       
   Oil and gas sales, including                                                 
      $195,118 of sales to                                                      
      related parties in 1995                                                   
      (Note 2)                            $322,902      $317,267     $263,331   
   Interest                                  6,360         2,656          207   
                                           -------       -------     --------   
                                                                                
                                          $329,262      $319,923     $263,538   
                                                                                
COSTS AND EXPENSES:                                                             
   Lease operating                        $ 80,881      $ 86,759     $115,436   
   Production taxes                         23,534        22,755       18,645   
   Depreciation, depletion and                                                  
      amortization of oil and                                                   
      gas properties                        35,611        21,362       40,413   
   General and administrative              109,234       102,540      104,106   
                                           -------       -------     --------   
                                                                                
                                          $249,260      $233,416     $278,600   
                                           -------       -------     --------   
                                                                                
NET INCOME (LOSS)                         $ 80,002      $ 86,507    ($ 15,062)  
                                           =======       =======     ========   
                                                                                
GENERAL PARTNER (1%) - NET                                                      
   INCOME (LOSS)                          $    800      $    865    ($    151)  
                                           =======       =======     ========   
                                                                                
LIMITED PARTNERS (99%) - NET                                                    
   INCOME (LOSS)                          $ 79,202      $ 85,642    ($ 14,911)  
                                           =======       =======     ========   
                                                                                
NET INCOME (LOSS) per Unit                $   7.92      $   8.57    ($   1.49)  
                                           =======       =======     ========   
                                                                                
UNITS OUTSTANDING                           10,100       10,100        10,100   
                                           =======       =======     ========   
                                                                                
                                       



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



                                       28
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                        Statements of Partners' Capital
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balances at Dec. 31, 1994            $3,043        $301,276        $304,319
   Net loss                         (   151)      (  14,911)      (  15,062)
                                      -----         -------         -------

Balances at Dec. 31, 1995            $2,892        $286,365        $289,257
   Net income                           865          85,642          86,507
                                      -----         -------         -------

Balances at Dec. 31, 1996            $3,757        $372,007        $375,764
   Cash distributions               ( 2,020)      ( 199,980)      ( 202,000)
   Net income                           800          79,202          80,002
                                      -----         -------         -------

Balances at Dec. 31, 1997            $2,537        $251,229        $253,766
                                      =====         =======         =======







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



                                       29
<PAGE>

<TABLE>
<CAPTION>


                                 DYCO OIL AND GAS PROGRAM
                                1982-1 LIMITED PARTNERSHIP
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1997, 1996, and 1995

                                                     1997          1996         1995
                                                  ---------      ---------     --------
<S>                                               <C>            <C>          <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                               $ 80,002       $ 86,507    ($15,062)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and amorti-
        zation of oil and gas properties             35,611         21,362      40,413
      (Increase) decrease in accrued
        oil and gas sales                            14,831      (  18,085)   ( 31,280)
      (Increase) decrease in deferred
        charge                                    (     280)           623      42,299
      Increase (decrease) in accounts
        payable                                       5,181            352    (    489)
      Decrease in accrued liability               (       2)     (   2,144)   ( 23,522)
                                                    -------        -------      ------
   Net cash provided by operating
      activities                                   $135,343       $ 88,615     $12,359
                                                    -------        -------      ------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                               $ 51,030       $ 20,005     $    26
   Additions to oil and gas properties                 -         (   2,031)   (     88)
                                                    -------        -------      ------
   Net cash provided (used) by investing
      activities                                   $ 51,030       $ 17,974    ($    62)
                                                    -------        -------      ------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                             ($202,000)      $   -        $   -
                                                    -------        -------      ------
   Net cash used by financing
      activities                                  ($202,000)      $   -        $   -
                                                    -------        -------      ------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                               ($ 15,627)      $106,589     $12,297

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                        135,676         29,087      16,790
                                                    -------        -------      ------
CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                          $120,049       $135,676     $29,087
                                                    =======        =======      ======
</TABLE>


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



                                       30
<PAGE>



              DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 1997, 1996, and 1995


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

            The  Dyco  Oil and  Gas  Program  1982-1  Limited  Partnership  (the
      "Program"), a Minnesota limited partnership,  commenced operations on June
      14, 1982.  Dyco Petroleum  Corporation  ("Dyco") is the general partner of
      the Program. Affiliates of Dyco owned 4,429 (43.9%) of the Program's Units
      at December 31, 1997.

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


      Cash and Cash Equivalents

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


      Credit Risk

            Accrued  oil and gas sales  which are due from a variety  of oil and
      gas purchasers subject the Program to a concentration of credit risk. Some
      of these purchasers are discussed in Note 3 - Major Customers.  Subsequent
      to  year-end,  all oil and gas sales  accrued as of December 31, 1997 have
      been collected.


      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


                                       31
<PAGE>



      during the years  ended  December  31,  1997,  1996,  and 1995 were $0.27,
      $0.15, and $0.22, 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.  In addition,  SEC rules provide that if prices
      decline  subsequent  to year end,  any  excess  that  results  from  these
      declines may also be charged to expense during the current year. 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, 1997 and 1996  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, 1997,  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 101,927 Mcf, resulting in prepaid
      lease  operating  expenses of $59,627.  At December 31,  1996,  cumulative
      total  gas  sales  volumes  for  underproduced  wells  were  less than the
      Program's  pro-rata  share of total gas  production  from  these  wells by
      103,392 Mcf, resulting in prepaid lease operating expenses of $59,347.


      Accrued Liability

            The  Accrued  Liability  at December  31,  1997 and 1996  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, 1997,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production  from these wells by 90,998  Mcf,  resulting  in accrued  lease
      operating expenses of $53,234. At December 31, 1996,  cumulative total gas
      sales volumes for overproduced wells exceeded the Program's pro-rata share
      of total gas  production  from these  wells by 92,745  Mcf,  resulting  in
      accrued lease operating expenses of $53,236.



                                       32
<PAGE>





      Oil and Gas Sales

            The Program's oil and condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's  interest in producing oil and gas leases are recorded as income
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as income  unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability. At December 31, 1997 and 1996 no such liability was recorded.


      Use of Estimates in Financial Statements

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


      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

            Under  the  terms of the  Program  Agreement,  Dyco is  entitled  to
      receive  a   reimbursement   for  all  direct  expenses  and  general  and
      administrative,  geological,  and engineering expenses it incurs on behalf
      of the Program.  During the years ended December 31, 1997, 1996, and 1995,
      such expenses


                                       33
<PAGE>



      totaled $109,234, $102,540, and $104,106,  respectively,  of which $74,460
      was paid each year to Dyco and its affiliates.

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

            During 1995 the Program sold gas at market  prices to El Paso Energy
      Marketing  Company,  formerly known as Premier Gas Company ("El Paso"). El
      Paso,  like other  similar gas  marketing  firms,  then resold such gas to
      third  parties at market  prices.  El Paso was an affiliate of the Program
      until December 6, 1995. During 1995, these sales totaled $195,118.


3.    MAJOR CUSTOMERS

            The following purchasers  individually  accounted for 10% or more of
      the combined oil and gas sales of the Program for the years ended December
      31, 1997, 1996, and 1995:


            Purchaser         1997        1996        1995
            ---------         -----       -----       -----

            El Paso           89.0%       86.0%       74.1%
            National
              Cooperative
              Refinery          - %         - %       20.4%


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


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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





                                       34
<PAGE>



      Capitalized Costs

            The  Program's  capitalized  costs  and  accumulated   depreciation,
      depletion,  amortization, and valuation allowance at December 31, 1997 and
      1996 were as follows:


                                                   December 31,
                                          -------------------------------
                                              1997              1996
                                          -------------     -------------

      Proved properties                    $52,499,881       $52,550,911

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

                                           $52,499,881       $52,550,911

      Less accumulated depreciation,
        depletion, amortization, and
        valuation allowance               ( 52,409,781)     ( 52,374,170)
                                            ----------        ----------

      Net oil and gas properties           $    90,100       $   176,741
                                            ==========        ==========


      Costs Incurred

            The  Program  incurred  no  oil  and  gas  property  acquisition  or
      exploration  costs  during 1997,  1996,  and 1995.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 1997, 1996, and 1995 were as follows:

                                                         December 31,
                                                -----------------------------
                                                 1997        1996        1995
                                                ------      ------       ----

      Development costs                         $   -       $2,031      $  88
                                                 =====       =====       ====



                                       35
<PAGE>



      Quantities of Proved Oil and Gas Reserves - Unaudited

      Set forth below is a summary of the changes in the net  quantities  of the
Program's  proved crude oil and gas  reserves  for the years ended  December 31,
1997,  1996, and 1995.  Proved  reserves were  estimated by petroleum  engineers
employed by affiliates of Dyco. 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.

<TABLE>
<CAPTION>

                                           1997                     1996                    1995
                                    ---------------------   ---------------------   ---------------------
                                       Oil         Gas         Oil         Gas         Oil         Gas
                                     (Bbls)       (Mcf)      (Bbls)       (Mcf)      (Bbls)       (Mcf)
                                    --------    ---------   --------    ---------   --------    ---------
<S>                                  <C>        <C>          <C>        <C>         <C>         <C>    
Proved reserves,
   beginning of year                 20,761      832,137      9,674      633,507     9,615       683,841

Revisions of previous
   estimates                          4,463     ( 82,235)    12,955      338,350     2,367       120,461

Sales of reserves                   ( 7,048)    (  7,254)      -        (  4,104)     -             -

Production                          ( 1,906)    (122,008)   ( 1,868)    (135,616)   (2,308)     (170,795)
                                     ------      -------     ------      -------     ------      -------

Proved reserves,
   end of year                       16,270      620,640     20,761      832,137     9,674       633,507
                                     ======      =======     ======      =======     =====       =======

Proved developed reserves:
   Beginning of year                 20,761      832,137      9,674      633,507     9,615       683,841
                                     ------      -------     ------      -------     -----       -------
   End of year                       16,270      620,640     20,761      832,137     9,674       633,507
                                     ======      =======     ======      =======     =====       =======
</TABLE>



                                       36
<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,  1997 using oil and gas prices of $16.25 per barrel and $2.32 per Mcf,
      respectively.




                                       37
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP

      We have audited the  financial  statements of the Dyco Oil and Gas Program
1982-2 Limited  Partnership (a Minnesota limited  partnership) as listed in Item
14(a) of this Annual Report.  These financial  statements are the responsibility
of the  Program's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dyco Oil and Gas Program
1982-2 Limited Partnership at December 31, 1997 and 1996, and the results of its
operations  and cash  flows  for each of the  three  years in the  period  ended
December 31, 1997, in conformity with generally accepted accounting principles.



                                    /s/ Coopers & Lybrand, L.L.P.

                                    COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 18, 1998



                                       38
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 1997 and 1996

                                    ASSETS
                                    ------
                                                     1997           1996
                                                   --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                       $234,351       $208,342
   Accrued oil and gas sales                        110,673        154,243
                                                    -------        -------
      Total current assets                         $345,024       $362,585

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method                   182,488        258,490

DEFERRED CHARGE                                      17,727         24,567
                                                    -------        -------

                                                   $545,239       $645,642
                                                    =======        =======

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

CURRENT LIABILITIES:
   Accounts payable                                $  8,568       $  7,947
   Gas imbalance payable                              5,322         48,915
                                                    -------        -------
      Total current liabilities                    $ 13,890       $ 56,862

ACCRUED LIABILITY                                    82,919         86,645

PARTNERS' CAPITAL:
   General Partner, issued and
      outstanding, 80 Units                           4,484          5,021
   Limited Partners, issued and
   outstanding, 8,000 Units                         443,946        497,114
                                                    -------        -------
      Total Partners' Capital                      $448,430       $502,135
                                                    -------        -------
                                                   $545,239       $645,642
                                                    =======        =======




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




                                       39
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 1997, 1996, and 1995


                                               1997           1996        1995  
                                             --------       --------    --------
                                                                                
REVENUES:                                                                       
   Oil and gas sales, including                                                 
      $471,392 of sales to related                                              
      parties in 1995 (Note 2)               $724,753       $685,439    $582,641
   Interest                                     8,864          8,214       7,766
                                              -------        -------     -------
                                                                                
                                             $733,617       $693,653    $590,407
                                                                                
COSTS AND EXPENSES:                                                             
   Lease operating                           $ 93,272       $110,110    $126,949
   Production taxes                            48,699         51,460      41,329
   Depreciation, depletion and                                                  
      amortization of oil and                                                   
      gas properties                           74,318         58,142     107,051
   Impairment provision                          -              -         14,169
   General and administrative                  86,233         81,018      83,226
                                              -------        -------     -------
                                                                                
                                             $302,522       $300,730    $372,724
                                              -------        -------     -------
NET INCOME                                   $431,095       $392,923    $217,683
                                              =======        =======     =======
                                                                                
GENERAL PARTNER (1%) - NET INCOME            $  4,311       $  3,929    $  2,177
                                              =======        =======     =======
                                                                                
LIMITED PARTNERS (99%) - NET INCOME          $426,784       $388,994    $215,506
                                              =======        =======     =======
                                                                                
NET INCOME per Unit                          $  53.35       $  48.63    $  26.94
                                              =======        =======     =======
                                                                                
UNITS OUTSTANDING                               8,080          8,080       8,080
                                              =======        =======     =======






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



                                       40
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                        Statements of Partners' Capital
             For the Years Ended December 31, 1997, 1996, and 1995


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

Balances at Dec. 31, 1994           $5,379         $532,550       $537,929
   Cash distributions              ( 2,424)       ( 239,976)     ( 242,400)
   Net income                        2,177          215,506        217,683
                                     -----          -------        -------

Balances at Dec. 31, 1995           $5,132         $508,080       $513,212
   Cash distributions              ( 4,040)       ( 399,960)     ( 404,000)
   Net income                        3,929          388,994        392,923
                                     -----          -------        -------

Balances at Dec. 31, 1996           $5,021         $497,114       $502,135
   Cash distributions              ( 4,848)       ( 479,952)     ( 484,800)
   Net income                        4,311          426,784        431,095
                                     -----          -------        -------

Balances at Dec. 31, 1997           $4,484         $443,946       $448,430
                                     =====          =======        =======





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



                                       41
<PAGE>



                                 DYCO OIL AND GAS PROGRAM
                                1982-2 LIMITED PARTNERSHIP
                                 Statements of Cash Flows
                   For the Years Ended December 31, 1997, 1996, and 1995

                                                 1997       1996        1995  
                                              ---------- ----------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES:                                         
   Net income                                  $431,095   $392,923    $217,683
   Adjustments to reconcile net income                                        
      to net cash provided by                                                 
      operating activities:                                                   
      Depreciation, depletion, and amorti-                                    
        zation of oil and gas properties         74,318     58,142     107,051
      Impairment provision                         -          -         14,169
      (Increase) decrease in accrued oil                                      
        and gas sales                            43,570  (  63,324)     18,684
      Decrease in deferred charge                 6,840        253      11,090
      Increase (decrease) in accounts                                         
        payable                                     621  (  19,108)  (     241)
      Increase (decrease) in gas                                              
        imbalance payable                     (  43,593)    40,093   (  32,033)
      Increase (decrease) in accrued                                          
        liability                             (   3,726)    18,795       7,534
                                                -------    -------     -------
   Net cash provided by operating                                             
      activities                               $509,125   $427,774    $343,937
                                                -------    -------     -------
                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES:                                         
   Proceeds from the sale of oil and                                          
      gas properties                           $  1,684   $ 24,081    $  2,402
   Additions to oil and gas properties             -     (      60)  (   3,273)
                                                -------    -------     -------
   Net cash provided (used) by investing                                      
      activities                               $  1,684   $ 24,021   ($    871)
                                                -------    -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:                                         
   Cash distributions                         ($484,800) ($404,000)  ($242,400)
                                                -------    -------     -------
   Net cash used by financing                                                 
      activities                              ($484,800) ($404,000)  ($242,400)
                                                -------    -------     -------
                                                                              
NET INCREASE IN CASH AND CASH EQUIVALENTS      $ 26,009   $ 47,795    $100,666
                                                                              
CASH AND CASH EQUIVALENTS AT BEGINNING                                        
   OF PERIOD                                    208,342    160,547      59,881
                                                -------    -------     -------
CASH AND CASH EQUIVALENTS AT END OF                                           
   PERIOD                                      $234,351   $208,342    $160,547
                                                =======    =======     =======

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



                                       42
<PAGE>



              DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 1997, 1996, and 1995


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

            The  Dyco  Oil and  Gas  Program  1982-2  Limited  Partnership  (the
      "Program "), a Minnesota  limited  partnership,  commenced  operations  on
      March 1, 1983. Dyco Petroleum  Corporation ("Dyco") is the general partner
      of the Program.  Affiliates  of Dyco owned 3,261  (40.4%) of the Program's
      Units at December 31, 1996.

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


      Cash and Cash Equivalents

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


      Credit Risk

            Accrued  oil and gas sales  which are due from a variety  of oil and
      gas purchasers subject the Program to a concentration of credit risk. Some
      of these purchasers are discussed in Note 3 - Major Customers.  Subsequent
      to  year-end,  all oil and gas sales  accrued as of December 31, 1997 have
      been collected.


      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


                                       43
<PAGE>



      during the years  ended  December  31,  1997,  1996,  and 1995 were $0.23,
      $0.17, and $0.24, 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.  In addition,  SEC rules provide that if prices
      decline  subsequent  to year end,  any  excess  that  results  from  these
      declines may also be charged to expense  during the current  year.  During
      1995,  the Program  charged to expense an impairment  provision of $14,169
      which  represents the amount of unamortized  oil and gas properties  which
      exceeded the full cost ceiling.  No such provision was incurred in 1996 or
      1997.   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, 1997 and 1996  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, 1997,  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 65,654 Mcf,  resulting in prepaid
      lease  operating  expenses of $17,727.  At December 31,  1996,  cumulative
      total  gas  sales  volumes  for  underproduced  wells  were  less than the
      Program's  pro-rata  share of total gas  production  from  these  wells by
      76,013 Mcf, resulting in prepaid lease operating expenses of $24,567.


      Accrued Liability

            The  Accrued  Liability  at December  31,  1997 and 1996  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, 1997,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production  from these wells by 307,108  Mcf,  resulting  in future  lease
      operating expenses of $82,919. At December 31, 1996,  cumulative total gas
      sales


                                       44
<PAGE>



      volumes for  overproduced  wells exceeded the Program's  pro-rata share of
      total gas production from these wells by 268,085 Mcf, resulting in accrued
      lease operating expenses of $86,645.


      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 income
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as income  unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability. 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, 1997,  total sales exceeded the
      Program's  share of  estimated  total gas  reserves on two wells by $5,322
      (3,548  Mcf).  At December 31, 1996,  total sales  exceeded the  Program's
      share of estimated total gas reserves on one well by $48,915 (32,610 Mcf).
      These amounts were recorded as gas imbalance payables at December 31, 1997
      and 1996 in accordance with the sales method.


      Use of Estimates in Financial Statements

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





                                       45
<PAGE>



      Income Taxes

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


2.    TRANSACTIONS WITH RELATED PARTIES

            Under  the  terms of the  Program  Agreement,  Dyco is  entitled  to
      receive  a   reimbursement   for  all  direct  expenses  and  general  and
      administrative,  geological,  and engineering expenses it incurs on behalf
      of the Program.  During the years ended December 31, 1997, 1996, and 1995,
      such expenses  totaled $86,233,  $81,018,  and $83,226,  respectively,  of
      which $58,440 was paid each year to Dyco and its affiliates.

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

            During 1994 the Program sold gas at market  prices to El Paso Energy
      Marketing  Company,  formerly known as Premier Gas Company ("El Paso"). El
      Paso,  like other  similar gas  marketing  firms,  then resold such gas to
      third  parties at market  prices.  El Paso was an affiliate of the Program
      until December 6, 1995. During 1995, these sales totaled $471,392.


3.    MAJOR CUSTOMERS

            The following purchasers  individually  accounted for 10% or more of
      the combined oil and gas sales (excluding the gas imbalance adjustment) of
      the Program for the years ended December 31, 1997, 1996, and 1995:


            Purchaser                                1997     1996     1995
            ---------                                -----    ------   -----

            El Paso                                  83.6%    94.7%    80.9%
            Enogex Services Corporation              12.5%      - %      - %

            In the  event of  interruption  of  purchases  by these  significant
      customers  or  the  cessation  or  material   change  in  availability  of
      open-access  transportation by the Program's  pipeline  transporters,  the
      Program may encounter difficulty


                                       46
<PAGE>



      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, 1997 and
      1996 were as follows:


                                                  December 31,
                                          ----------------------------
                                              1997              1996
                                          -------------     -------------

      Proved properties                    $38,307,074       $38,308,758

      Unproved properties, not
         subject to depreciation,
         depletion, and amortiza-
         tion                                     -                 -
                                            ----------        ----------
                                           $38,307,074       $38,308,758

      Less accumulated depreciation,
         depletion, amortization, and
         valuation allowance              ( 38,124,586)     ( 38,050,268)
                                            ----------        ----------

      Net oil and gas properties           $   182,488       $   258,490
                                            ==========        ==========





                                       47
<PAGE>



      Costs Incurred

            The  Program  incurred  no  oil  and  gas  property  acquisition  or
      exploration  costs  during 1997,  1996,  and 1995.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 1997, 1996, and 1995 were as follows:


                                                        December 31,
                                                 --------------------------
                                                 1997       1996      1995
                                                 -----      -----    ------

      Development costs                         $   -      $  60     $3,273
                                                 =====      ====     ======



                                       48
<PAGE>



Quantities of Proved Oil and Gas Reserves - Unaudited

      Set forth below is a summary of the changes in the net  quantities  of the
Program's  proved crude oil and gas  reserves  for the years ended  December 31,
1997,  1996, and 1995.  Proved  reserves were  estimated by petroleum  engineers
employed by affiliates of Dyco. 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.

<TABLE>
<CAPTION>

                                            1997                           1996                       1995
                                    --------------------          -----------------------       --------------------
                                      Oil           Gas             Oil           Gas             Oil         Gas
                                    (Bbls)         (Mcf)          (Bbls)         (Mcf)          (Bbls)       (Mcf)
                                    ------      -----------       -------     -----------       -------  -----------
<S>                                 <C>         <C>               <C>         <C>               <C>       <C>      
Proved reserves,
   beginning of year                 608         1,026,533           707         973,504         5,072     1,136,576

Revisions of previous
   estimates                          65           322,547           150         397,810        (  240)      274,362

Sales of reserves                    -          (      627)       (   69)     (    7,689)       (3,421)   (       47)

Production                          (102)       (  321,119)       (  180)     (  337,092)       (  704)   (  437,387)
                                     ---         ---------         -----       ---------         -----     ---------

Proved reserves,
   end of year                       571         1,027,334           608       1,026,533           707       973,504
                                     ===         =========         =====       =========         =====     =========

Proved developed reserves:
   Beginning of year                 608         1,026,533           707         973,504         5,072     1,136,576
                                     ---         ---------         -----       ---------         -----     ---------
   End of year                       571         1,027,334           608       1,026,533           707       973,504
                                     ===         =========         =====       =========         =====     =========

</TABLE>


                                       49
<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,  1997 using oil and gas prices of $16.25 per barrel and $2.32 per Mcf,
      respectively.


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

      None.


PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

            NAME              AGE             POSITION WITH DYCO
      ----------------        ---      --------------------------------
      Dennis R. Neill          46      President and Director

      Patrick M. Hall          39      Chief Financial Officer

      Judy K. Fox              47      Secretary

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

      Dennis R. Neill joined the Samson Companies in 1981, was named Senior Vice
President and Director of Dyco on June 18, 1991, and was named President of Dyco
on June 30, 1996. Prior to joining the Samson Companies,  he was associated with
a Tulsa law


                                       50
<PAGE>



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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best  knowledge of the  Programs and Dyco,  there were no officers,
directors,  or ten  percent  owners who were  delinquent  filers  during 1997 of
reports required under Section 16(a) of the Securities and Exchange Act of 1934.


ITEM 11.  EXECUTIVE COMPENSATION

      The Programs are limited partnerships and, therefore,  have no officers or
directors.  The following  table  summarizes the amounts paid by the Programs as
compensation and  reimbursements  to Dyco and its affiliates for the three years
ended December 31, 1997:



                                       51
<PAGE>



             Compensation/Reimbursement to Dyco and its affiliates
                      Three Years Ended December 31, 1997


Type of Compensation/Reimbursement(1)                    Expense
-------------------------------------           ----------------------------
                                                 1997       1996       1995
                                                -------    -------     -----
1982-1 Program
--------------

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

  Reimbursements:
     General and Administrative,
        Geological, and Engineering
        Expenses and Direct Expenses(4)         $74,460    $74,460   $74,460

1982-2 Program
--------------

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

  Reimbursements:
     General and Administrative,
        Geological, and Engineering
        Expenses and Direct Expenses(4)         $58,440    $58,440   $58,440

----------

(1)   The  authority  for  all of such  compensation  and  reimbursement  is the
      Program Agreements. With respect to the Operations activities noted in the
      table, management believes that such compensation is equal to or less than
      that  charged by  unaffiliated  persons in the same  geographic  areas and
      under the same conditions.
(2)   Affiliates of the Programs  serve as operator of a significant  portion of
      the  Programs'  wells.  Dyco,  as  General  Partner,  contracts  with such
      affiliates  for  services  as  operator of the wells.  As  operator,  such
      affiliates are  compensated at rates provided in the operating  agreements
      in effect and charged to all parties to such agreement.  The dollar amount
      of such compensation paid by the Programs to such affiliates is impossible
      to quantify as of the date of this Annual Report.
(3)   During 1995 El Paso, an affiliate of the Programs  until December 6, 1995,
      purchased a portion of the  Programs' gas at market prices and resold such
      gas  at  market  prices  directly  to  end-users  and  local  distribution
      companies. During 1995, the 1982-1 and 1982-2 Programs  sold  $195,118 and


                                       52
<PAGE>



      $471,392,  respectively,  of gas to El Paso.  After  December 6, 1995, the
      Programs' gas was marketed by Dyco and its affiliates, who were reimbursed
      for such activities as general and administrative expenses.
(4)   The  Programs  reimburse  Dyco  and  its  affiliates  for  reasonable  and
      necessary general and administrative, geological, and engineering expenses
      and direct  expenses  incurred in  connection  with their  management  and
      operation of the Programs. The directors,  officers, and employees of Dyco
      and its affiliates  receive no direct  remuneration  from the Programs for
      their services to the Programs.  See "Salary  Reimbursement  Table" below.
      The allocable  general and  administrative,  geological,  and  engineering
      expenses are  apportioned  on a  reasonable  basis  between the  Programs'
      business and all other oil and gas activities of Dyco and its  affiliates,
      including  Dyco's  management  and  operation  of  affiliated  oil and gas
      limited  partnerships.  The  allocation  to the Programs of these costs is
      made by Dyco as General Partner.


      As noted in the  Compensation/Reimbursement  Table above,  the  directors,
officers,  and  employees  of  Dyco  and  their  affiliates  receive  no  direct
remuneration from the Programs for their services.  However,  to the extent such
services represent direct  involvement with the Programs,  as opposed to general
corporate  functions,  such persons' salaries are allocated to and reimbursed by
the  Programs.  Such  allocation to the  Programs'  general and  administrative,
geological, and engineering expenses of the salaries of directors, officers, and
employees of Dyco and its affiliates is based on internal records  maintained by
Dyco and its affiliates,  and represents investor relations,  legal, accounting,
data  processing,  management,  gas  marketing,  and  other  functions  directly
attributable  to the Programs'  operations.  The following  tables  indicate 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, 1997:



                                       53
<PAGE>
<TABLE>
<CAPTION>



                                                     1982-1 Program
                                                     --------------
                                                  Salary Reimbursement
                                           Three Years Ended December 31, 1997

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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)           1995      -           -           -           -              -            -          -
                        1996      -           -           -           -              -            -          -
Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -            -          -
                        1997      -           -           -           -              -            -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1995    $40,655       -           -           -              -            -         -
                        1996    $43,559       -           -           -              -            -         -
                        1997    $44,482       -           -           -              -            -         -
----------
(1)  Mr. Tholen served as President  and Chief  Executive  Officer of Dyco until
     June 30, 1996.
(2)  The  general  and   administrative   expenses   paid  by  the  Program  and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.
(3)  Mr. Neill became President of Dyco on June 30, 1996.
(4)  No  officer  or  director  of Dyco  or its  affiliates  provides  full-time
     services to the Program and no  individual's  salary or other  compensation
     reimbursement from the Program equals or exceeds $100,000 per annum.
</TABLE>



                                       54
<PAGE>
<TABLE>
<CAPTION>



                                                     1982-2 Program
                                                     --------------
                                                  Salary Reimbursement
                                           Three Years Ended December 31, 1997


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

C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)             1995       -           -           -           -              -            -           -
                          1996       -           -           -           -              -            -           -
Dennis R. Neill,
President(2)(3)           1996       -           -           -           -              -            -           -
                          1997       -           -           -           -              -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)             1995     $31,908       -           -           -              -            -           -
                          1996     $34,187       -           -           -              -            -           -
                          1997     $34,912       -           -           -              -            -           -
----------
(1)  Mr. Tholen served as President  and Chief  Executive  Officer of Dyco until
     June 30, 1996.
(2)  The  general  and   administrative   expenses   paid  by  the  Program  and
     attributable  to salary  reimbursements  do not include any salary or other
     compensation attributable to Mr. Tholen or Mr. Neill.
(3)  Mr. Neill became President of Dyco on June 30, 1996.
(4)  No  officer  or  director  of Dyco  or its  affiliates  provides  full-time
     services to the Program and no  individual's  salary or other  compensation
     reimbursement from the Program equals or exceeds $100,000 per annum.
</TABLE>



                                       55
<PAGE>



      In addition to the  compensation/reimbursements  noted  above,  during the
three years ended December 31, 1997,  the Samson  Companies were in the business
of  supplying  field and  drilling  equipment  and  services to  affiliated  and
unaffiliated parties in the industry. Such companies may have provided equipment
and services for wells in which the Programs have an interest.  These  equipment
and  services  were  provided  at  prices or rates  equal to or less than  those
normally  charged  in the same or  comparable  geographic  area by  unaffiliated
persons or companies dealing at arm's length.  The operators of these wells bill
the  Programs for a portion of such costs based upon the  Programs'  interest in
the well.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the  Programs'  Units as of February 28, 1998 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)
      ---------------------------------                 -----------------

      1982-1 Program:
      --------------

        Samson Resources Company                        4,431        (43.9%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                         4,431        (43.9%)

      1982-2 Program:
      --------------

        Samson Resources Company                        3,264        (40.4%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                         3,264        (40.4%)


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                       56
<PAGE>



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

      In order to attempt to assure  limited  liability for limited  partners as
well as an orderly conduct of business,  management of the Programs is exercised
solely by Dyco. The Program Agreements grant Dyco broad discretionary  authority
with  respect  to  the  Programs'   participation  in  drilling   prospects  and
expenditure and control of funds,  including  borrowings.  These  provisions are
similar to those contained in prospectuses and partnership  agreements for other
public oil and gas  partnerships.  Broad discretion as to general  management of
the Programs  involves  circumstances  where Dyco has  conflicts of interest and
where it must allocate costs and expenses, or opportunities,  among the Programs
and other competing interests.

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

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

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



                                       57
<PAGE>



PART IV

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

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

               (1)  Financial Statements: The following financial statements for
                    the  Programs as of  December  31, 1997 and 1996 and for the
                    years ended  December 31, 1997,  1996, and 1995 are filed as
                    part of this report:

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

               (2)  Financial Statement Schedules:

                        None.

               (3)  Exhibits:

                    4.1  Drilling  Agreement  dated  February  16, 1982 for Dyco
                         Drilling Program 1982-1 by and between Dyco Oil and Gas
                         Program 1982-1, Dyco Petroleum Corporation, and Jaye F.
                         Dyer filed as Exhibit 4.1 to Annual Report on Form 10-K
                         for the year ended  December 31, 1991 on April 13, 1992
                         and is hereby incorporated by reference.

                    4.2  Program  Agreement dated February 16, 1992 for Dyco Oil
                         and Gas Program  1982-1 by and between  Dyco  Petroleum
                         Corporation  and  Participants  filed as Exhibit 4.2 to
                         Annual Report on Form 10-K for the year ended  December
                         31, 1991 on April 13,  1992 and is hereby  incorporated
                         by reference.

                    4.3  Amendment  to  Program  Agreement  for Dyco Oil and Gas
                         Program  1982-1 dated February 9, 1991 filed as Exhibit
                         4.3 to Annual  Report  on Form 10-K for the year  ended
                         December  31,  1991 on April  13,  1992  and is  hereby
                         incorporated by reference.

                    4.4  Certificate  of Limited  Partnership,  as amended,  for
                         Dyco Oil and Gas  Program  1982-1  Limited  Partnership
                         filed as Exhibit 4.3 to


                                       58
<PAGE>



                         Annual Report on Form 10-K for the year ended  December
                         31, 1991 on April 13, 1992 and is  hereby  incorporated
                         by reference.
                  
                    4.5  Drilling   Agreement  dated  June  14,  1982  for  Dyco
                         Drilling Program 1982-2 by and between Dyco Oil and Gas
                         Program 1982-2, Dyco Petroleum Corporation, and Jaye F.
                         Dyer filed as Exhibit 4.4 to Annual Report on Form 10-K
                         for the year ended  December 31, 1991 on April 13, 1992
                         and is hereby incorporated by reference.

                    4.6  Form of Program  Agreement for Dyco Oil and Gas Program
                         1982-2 by and between Dyco  Petroleum  Corporation  and
                         the Participants  filed as Exhibit 4.6 to Annual Report
                         on Form 10-K for the year ended  December  31,  1991 on
                         April 13, 1992 and is hereby incorporated by reference.

                    4.7  Amendment  to  Program  Agreement  for Dyco Oil and Gas
                         Program  1982-2 dated February 9, 1989 filed as Exhibit
                         4.7 to Annual  Report  on Form 10-K for the year  ended
                         December  31,  1991 on April  13,  1992  and is  hereby
                         incorporated by reference.

                    4.8  Certificate  of Limited  Partnership,  as amended,  for
                         Dyco Oil and Gas  Program  1982-2  Limited  Partnership
                         filed as Exhibit 4.8 to Annual  Report on Form 10-K for
                         the year ended  December 31, 1991 on April 13, 1992 and
                         is hereby incorporated by reference.

                   *27.1 Financial Data Schedule  containing  summary  financial
                         information extracted from the Dyco Oil and Gas Program
                         1982-1 Limited Partnership's financial statements as of
                         December  31, 1997 and for the year ended  December 31,
                         1997.

                   *27.2 Financial Data Schedule  containing  summary  financial
                         information extracted from the Dyco Oil and Gas Program
                         1982-2 Limited Partnership's financial statements as of
                         December  31, 1997 and for the year ended  December 31,
                         1997.

                  All other Exhibits are omitted as inapplicable.


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



                                       59
<PAGE>





            (b) Reports on Form 8-K filed during the fourth quarter of 1997:

                  None.




                                       60
<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 1982-1
                                    LIMITED PARTNERSHIP

                                    By:   DYCO PETROLEUM CORPORATION
                                          General Partner

                                          March 24, 1998


                                    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 24, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        Chief Financial               March 24, 1998
      -------------------       Officer (Principal
         Patrick M. Hall        Financial and
                                Accounting Officer)

      /s/Judy K. Fox            Secretary                     March 24, 1998
      -------------------
         Judy K. Fox



                                       61
<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 1982-2
                                    LIMITED PARTNERSHIP

                                    By:   DYCO PETROLEUM CORPORATION
                                          General Partner

                                          March 24, 1998


                                    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 24, 1998
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        Chief Financial               March 24, 1998
      -------------------       Officer (Principal
         Patrick M. Hall        Financial and
                                Accounting Officer)

      /s/Judy K. Fox            Secretary                     March 24, 1998
      -------------------
         Judy K. Fox



                                       62
<PAGE>



                               INDEX TO EXHIBITS


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

4.1         Drilling Agreement dated February 16, 1982 for Dyco Drilling Program
            1982-1  by and  between  Dyco  Oil  and  Gas  Program  1982-1,  Dyco
            Petroleum  Corporation,  and Jaye F. Dyer  filed as  Exhibit  4.1 to
            Annual  Report on Form 10-K for the year ended  December 31, 1991 on
            April 13, 1992 and is hereby incorporated by reference.

4.2         Program  Agreement  dated  February  16,  1992  for Dyco Oil and Gas
            Program  1982-1  by  and  between  Dyco  Petroleum  Corporation  and
            Participants  filed as Exhibit 4.2 to Annual Report on Form 10-K for
            the year ended  December  31,  1991 on April 13,  1992 and is hereby
            incorporated by reference.

4.3         Amendment to Program  Agreement for Dyco Oil and Gas Program  1982-1
            dated February 9, 1991 filed as Exhibit 4.3 to Annual Report on Form
            10-K for the year ended  December  31, 1991 on April 13, 1992 and is
            hereby incorporated by reference.

4.4         Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
            Program  1982-1 Limited  Partnership  filed as Exhibit 4.3 to Annual
            Report on Form 10-K for the year ended  December  31,  1991 on April
            13, 1992 and is hereby incorporated by reference.

4.5         Drilling  Agreement  dated June 14, 1982 for Dyco  Drilling  Program
            1982-2  by and  between  Dyco  Oil  and  Gas  Program  1982-2,  Dyco
            Petroleum  Corporation,  and Jaye F. Dyer  filed as  Exhibit  4.4 to
            Annual  Report on Form 10-K for the year ended  December 31, 1991 on
            April 13, 1992 and is hereby incorporated by reference.

4.6         Form of Program Agreement for Dyco Oil and Gas Program 1982-2 by and
            between Dyco Petroleum  Corporation  and the  Participants  filed as
            Exhibit  4.6 to  Annual  Report  on Form  10-K  for the  year  ended
            December  31, 1991 on April 13, 1992 and is hereby  incorporated  by
            reference.

4.7         Amendment to Program  Agreement for Dyco Oil and Gas Program  1982-2
            dated February 9, 1989 filed as Exhibit 4.7 to Annual Report on Form
            10-K for the year ended  December  31, 1991 on April 13, 1992 and is
            hereby incorporated by reference.

4.8         Certificate of Limited Partnership, as amended, for Dyco Oil and Gas
            Program 1982-2 Limited Partnership


                                       63
<PAGE>



            filed  as  Exhibit  4.8 to Annual  Report  on Form 10-K for the year
            ended December 31, 1991 on April 13, 1992 and is hereby incorporated
            by reference.

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1982-1  Limited
            Partnership's  financial  statements as of December 31, 1997 and for
            the year ended December 31, 1997.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted   from  the  Dyco  Oil  and  Gas  Program  1982-2  Limited
            Partnership's  financial  statements as of December 31, 1997 and for
            the year ended December 31, 1997.


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


                                       64