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, 1998

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.



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<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.........................................12
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......12
PART II.....................................................................13
      ITEM 5.     MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP UNITS AND
                  RELATED LIMITED PARTNER MATTERS...........................13
      ITEM 6.     SELECTED FINANCIAL DATA...................................15
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                  AND RESULTS OF OPERATIONS.................................17
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................27
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............28
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
                  AND FINANCIAL DISCLOSURE..................................51
PART III....................................................................51
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........51
      ITEM 11.    EXECUTIVE COMPENSATION....................................52
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                  MANAGEMENT ...............................................57
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............57
PART IV.....................................................................59
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
                  FORM 8-K .................................................59
      SIGNATURES............................................................62





                                      -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 31  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, "Samson") are primarily engaged in the production
and  development of and exploration for oil and gas reserves and the acquisition
and  operation  of  producing  properties.  At January 31,  1999,  Samson  owned
interests in approximately  10,500 oil and gas wells located in 19 states of the
United States and the countries of Canada, Venezuela, and Russia. At January 31,
1999, Samson operated approximately 2,900 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 Samson. As of March 1,
1999 Samson  employed  approximately  900 persons.  No employees  are covered by
collective bargaining agreements, and management believes that Samson provides a
sound employee relations  environment.  For information  regarding the executive
officers  of Dyco,  see  "Item  10.  Directors  and  Executive  Officers  of the
Registrant."

     Dyco's and the Programs'  principal  place of business is located at Samson
Plaza, Two West Second Street, Tulsa, Oklahoma



                                      -3-
<PAGE>



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.

      Future  Legislation --  Legislation  affecting the oil and gas industry is
under constant review for amendment or expansion.



                                      -4-
<PAGE>



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") and
Petrocorp,  Inc. accounted for approximately 82.9% and 10.5%,  respectively,  of
the 1982-1  Program's oil and gas sales during the year ended December 31, 1998.
With  respect  to the  1982-2  Program,  purchases  of gas by El Paso and Enogex
Services Corporation accounted for approximately 81.1% and 17.8%,  respectively,
of its oil and gas sales during the year ended  December 31, 1998.  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 (which
can be heavily influenced by weather patterns), government



                                      -5-
<PAGE>



regulations  and taxes,  the price and  availability of alternative  fuels,  the
overall   economic   environment,   and  the   availability   and   capacity  of
transportation and processing facilities. In addition, on March 12, 1999 several
major oil  producing  nations  agreed to  curtail  oil  exports  in an effort to
increase worldwide oil prices. 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 not possible.
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.

      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 $2.32
per Mcf at December  31,  1997 to  approximately  $1.93 per Mcf at December  31,
1998.  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.  Continued very low oil
prices as discussed below may cause downward  pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.

      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 year as well as at least a  short-term  slowdown  in Asian  energy
demand,  oil prices  over the past year have  reached  historically  low levels,
dropping to as low as  approximately  $9.00 per barrel.  It is not known whether
this  trend  will  continue.   Prices  for  the  Programs'  oil  decreased  from
approximately  $16.25 per barrel at December 31, 1997 to approximately $9.50 per
barrel at December 31, 1998.

      As of February 28, 1999, oil and gas prices were  approximately  $9.50 per
barrel  and $1.55  Mcf,  respectively.  Future  prices for both oil and gas will
likely  be  different  from  (and may be lower  than)  the  prices  in effect on
December 31, 1998 and February 28, 1999.  As of the date of this Annual  Report,
oil prices have increased  slightly over the February 28, 1999 price,  primarily
due to the March 1999  announcement that several oil producing nations intend to
curtail oil exports.  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 condition and results of operations.


ITEM 2      PROPERTIES

      Well Statistics

      The  following  table sets forth the  numbers of gross and net  productive
wells of the Programs as of December 31, 1998.

                              Well Statistics(1)
                            As of December 31, 1998

                                                1982-1         1982-2
                                                Program        Program
                                                -------        -------
            Gross productive wells(2):
               Oil                                  1              -
               Gas                                 16             19
                                                   --             --
                  Total                            17             19

            Net productive wells(3):
               Oil                                .36              -
               Gas                               1.85           1.86
                                                 ----           ----
                  Total                          2.21           1.86

----------

(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, 1998.


      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.


                              Net Production Data

                                                 Year Ended December 31,
                                          ------------------------------------
                                            1998         1997           1996
                                          --------     --------       --------
1982-1 Program:
--------------

   Production:
      Oil (Bbls)(1)                            660        1,906          1,868
      Gas (Mcf)(2)                          98,703      122,008        135,616

   Oil and gas sales:
      Oil                                 $  8,426     $ 37,204       $ 38,939
      Gas                                  181,213      285,698        278,328
                                           -------      -------        -------
         Total                            $189,639     $322,902       $317,267
                                           =======      =======        =======
   Total direct operating expenses(3)     $117,552     $104,415       $109,514
                                           =======      =======        =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                  62.0%        32.3%          34.5%

   Average sales price:
      Per barrel of oil                     $12.77       $19.52         $20.85
      Per Mcf of gas                          1.84         2.34           2.05

   Direct operating expenses per
      equivalent Mcf of gas(4)              $ 1.15       $  .78         $  .75



                                      -8-
<PAGE>



                                                 Year Ended December 31,
                                          ------------------------------------
                                            1998         1997           1996
                                          --------     --------       --------
1982-2 Program:
--------------

   Production:
      Oil (Bbls)(1)                             79          102            180
      Gas (Mcf)(2)                         206,718      321,119        337,092

   Oil and gas sales:
      Oil                                 $    995     $  2,191       $  3,936
      Gas                                  382,038      722,562        681,503
                                           -------      -------        -------
         Total                            $383,033     $724,753       $685,439
                                           =======      =======        =======
   Total direct operating expenses(3)     $118,161     $141,971       $161,570
                                           =======      =======        =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                  30.8%        19.6%          23.6%

   Average sales price:
      Per barrel of oil                     $12.59       $21.48         $21.87
      Per Mcf of gas                          1.85         2.25           2.02

   Direct operating expenses per
      equivalent Mcf of gas(4)              $  .57       $  .44         $  .48

----------

(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, 1998.  The schedule
of quantities of proved oil and


                                      -9-
<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, 1998. 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, 1998.  There can be no assurance that the
prices  used in  calculating  the net  present  value  of the  Programs'  proved
reserves at December 31, 1998 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.




                                      -10-
<PAGE>



                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves
                             As of December 31, 1998

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

         Estimated proved reserves:
            Gas (Mcf)                                       676,620
            Oil and liquids (Bbls)                            1,080

         Net present value
            (discounted at 10% per annum)                $  573,723

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

         Estimated proved reserves:
            Gas (Mcf)                                     1,047,972
            Oil and liquids (Bbls)                              544

         Net present value
            (discounted at 10% per annum)                $  753,990


      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, 1998, the 1982-1 Program's  properties  consisted of 17
gross (2.21 net) productive  wells.  The 1982-1 Program also owned a non-working
interest in an additional 5 wells.  Affiliates of the 1982-1 Program  operate 13
(59%) of its total wells.  All of the 1982-1  Program's  properties  are located
onshore  in the  continental  United  States.  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.

      As of December 31, 1998, the 1982-1  Program's  properties in the Anadarko
Basin consisted of 16 gross (1.69 net) productive wells. The 1982-1 Program also
owned a  non-working  interest in an  additional 5 wells in the Anadarko  Basin.
Affiliates of the 1982-1 Program operate 12 (57%) of its total Anadarko Basin



                                      -11-
<PAGE>




wells.  As of December 31, 1998, the 1982-1  Program had estimated  total proved
reserves  in the  Anadarko  Basin  of  approximately  658,030  Mcf  of  gas  and
approximately  1,080 barrels of crude oil, with a present value  (discounted  at
10% per annum) of estimated future net cash flow of approximately $550,774.


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

      As of December 31, 1998, the 1982-2 Program's  properties  consisted of 19
gross (1.86 net) productive  wells.  The 1982-2 Program also owned a non-working
interest in an additional 5 wells.  Affiliates of the 1982-2 Program  operate 12
(50%) of its total wells.  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.


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 1998.



                                      -12-
<PAGE>





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

            1997:
               First Quarter               $65               $ -
               Second Quarter               65                 -
               Third Quarter                64                20
               Fourth Quarter               44                 -

            1998:
               First Quarter               $44               $ -
               Second Quarter               44                 -
               Third Quarter                70                 -
               Fourth Quarter               70                 -

            1999:
               First Quarter               $70               $ -



                                      -13-
<PAGE>





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

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

            1997:
               First Quarter               $79               $35
               Second Quarter               44                 -
               Third Quarter                90                25
               Fourth Quarter               65                 -

            1998:
               First Quarter               $65               $30
               Second Quarter               35                 -
               Third Quarter                96                25(1)
               Fourth Quarter               71                 -

            1999:
               First Quarter               $71               $ -

------------------
(1) Includes proceeds from the sale of oil and gas properties.

      As of March 1, 1999 the 1982-1  Program has 10,000 Units  outstanding  and
approximately  3,000 Limited  Partners of record.  The 1982-2  Program has 8,000
Units outstanding and approximately 2,300 Limited Partners of record.



                                      -14-
<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,
                                 ------------------------------------------------------------
                                   1998          1997         1996         1995       1994
                                 --------      --------     --------     --------   ---------
<S>                               <C>          <C>           <C>          <C>        <C>     
Summary of Operations:
   Oil and gas sales              $189,639     $322,902      $317,267     $263,331   $310,573
   Total revenues                  195,910      329,262       319,923      263,538    314,183

   Lease operating
      expenses                     103,308       80,881        86,759      115,436     73,341
   Production taxes                 14,244       23,534        22,755       18,645     17,190
   General and administrative
      expenses                      99,817      109,234       102,540      104,106     92,108
   Depreciation, depletion,
      and amortization of oil
      and gas properties            21,999       35,611        21,362       40,413     66,472

   Net income (loss)             (  43,458)      80,002        86,507    (  15,062)    65,072
      per Unit                   (    4.30)        7.92          8.57    (    1.49)      6.44
   Cash distributions                 -         202,000          -            -       202,000
      per Unit                        -              20          -            -            20

Summary Balance Sheet Data:
   Total assets                    276,584      319,181       436,000      351,285    390,358
   Partners' capital               210,308      253,766       375,764      289,257    304,319
</TABLE>




                                      -15-
<PAGE>

<TABLE>
<CAPTION>



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

                                                      December 31,
                                 -----------------------------------------------------------
                                   1998          1997         1996         1995       1994
                                 --------      --------     --------     --------   --------
<S>                              <C>           <C>          <C>          <C>        <C>     
Summary of Operations:
   Oil and gas sales             $383,033      $724,753     $685,439     $582,641   $763,320
   Total revenues                 451,775       733,617      693,653      590,407    768,862

   Lease operating
      expenses                     91,116        93,272      110,110      126,949    123,535
   Production taxes                27,045        48,699       51,460       41,329     55,286
   General and administrative
      expenses                     78,639        86,233       81,018       83,226     73,694
   Depreciation, depletion,
      and amortization of oil
      and gas properties           36,357        74,318       58,142      107,051    200,824
   Impairment provision              -             -            -          14,169        -

   Net income                     218,618       431,095      392,923      217,683    315,523
      per Unit                      27.06         53.35        48.63        26.94      39.05
   Cash distributions             444,400       484,800      404,000      242,400    606,000
      per Unit                         55            60           50           30         75

Summary Balance Sheet Data:
   Total assets                   335,773       545,239      645,642      616,939    666,396
   Partners' capital              222,648       448,430      502,135      513,212    537,929

</TABLE>


                                      -16-
<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 not possible.  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.

      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 $2.32
per Mcf at December  31,  1997 to  approximately  $1.93 per Mcf at December  31,
1998.  Such prices  were on an MMBTU  basis and differ from the prices  actually
received by the Programs due to



                                      -17-
<PAGE>



transportation  and marketing  costs,  BTU  adjustments,  and regional price and
quality differences.  Continued very low oil prices as discussed below may cause
downward  pressure on gas prices due to some users of gas converting to oil as a
cheaper fuel alternative.

      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 year as well as at least a  short-term  slowdown  in Asian  energy
demand,  oil prices  over the past year have  reached  historically  low levels,
dropping to as low as  approximately  $9.00 per barrel.  It is not known whether
this  trend  will  continue.   Prices  for  the  Programs'  oil  decreased  from
approximately  $16.25 per barrel at December 31, 1997 to approximately $9.50 per
barrel at December 31, 1998.

      As of February  28, 1999 oil and gas prices were  approximately  $9.50 per
barrel  and $1.55  Mcf,  respectively.  Future  prices for both oil and gas will
likely  be  different  from  (and may be lower  than)  the  prices  in effect on
December 31, 1998 and February 28, 1999.  As of the date of this Annual  Report,
oil prices have increased  slightly over the February 28, 1999 price,  primarily
due to the March 1999  announcement that several oil producing nations intend to
curtail oil exports.  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, 1998 Compared to
                         Year Ended December 31, 1997
                   ----------------------------------------

      Total oil and gas sales decreased  $133,263 (41.3%) in 1998 as compared to
1997. Of this decrease,  approximately $24,000 and $55,000,  respectively,  were
related to decreases in the volumes of oil and gas sold and approximately $4,000
and $50,000,  respectively,  were related to decreases in the average  prices of
oil and gas sold. Volumes of oil and gas sold decreased 1,246 barrels and 23,305
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted  primarily  from the sale of one well during 1997. The decrease in
volumes of gas sold resulted  primarily from (i) the curtailment of sales during
1998 on one well due to the 1982-1 Program's overproduced gas balancing position
in that  well,  (ii) a  negative  prior  period  volume  adjustment  made by the
purchaser  during  1998 on one well,  and (iii) the sale of another  well during
1997.  Average oil and gas prices  decreased  to $12.77 per barrel and $1.84 per
Mcf,  respectively,   in  1998  from  $19.52  per  barrel  and  $2.34  per  Mcf,
respectively, in 1997.




                                      -18-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $13,137 (12.6%) in 1998 as compared to 1997. This
increase resulted  primarily from workover expenses incurred in 1998 on one well
in order to improve the  recovery of  reserves,  which  increase  was  partially
offset by a decrease in production taxes associated with the decrease in oil and
gas sales.  As a percentage of oil and gas sales,  these  expenses  increased to
62.0% for 1998 from 32.3% for 1997. This  percentage  increase was primarily due
to (i) the decreases in the average prices of oil and gas sold and (ii) the 1998
workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $13,612 (38.2%) in 1998 as compared to 1997.  This decrease  resulted
primarily from the decrease in volumes of oil and gas sold and upward  revisions
in the estimates of remaining gas reserves at December 31, 1998. As a percentage
of oil and gas  sales,  this  expense  increased  to 11.6% in 1998 from 11.0% in
1997. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

      General and  administrative  expenses  decreased  $9,417 (8.6%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 52.6% in 1998 from 33.8% in 1997. This percentage  increase was primarily due
to the decrease in oil and gas sales.


                   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.

      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.



                                      -19-
<PAGE>



      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.

      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.


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

                   Year Ended December 31, 1998 Compared to
                         Year Ended December 31, 1997
                   ----------------------------------------

      Total oil and gas sales decreased  $341,720 (47.1%) in 1998 as compared to
1997.  Of this  decrease,  approximately  $257,000  was related to a decrease in
volumes of gas sold and  approximately  $83,000 was related to a decrease in the
average price of gas sold.  Volumes of oil and gas sold decreased 23 barrels and
114,401 Mcf, respectively,  in 1998 as compared to 1997. The decrease in volumes
of gas sold resulted  primarily from (i) normal  declines in production,  (ii) a
negative prior period volume adjustment made by the purchaser on one well during
1998,  and (iii) the sale of one well  during  1998.  Average oil and gas prices
decreased  to $12.59 per barrel  and $1.85 per Mcf,  respectively,  in 1998 from
$21.48 per barrel and $2.25 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and Capital  Resources"  below,  the 1982-2
Program sold one well during the first quarter of 1998 for $62,207  representing
approximately  1% of its total reserves.  The proceeds from this sale would have
reduced the net book value of the oil and gas  properties by 34%,  significantly
altering the 1982-2 Program's  capitalized  cost/proved  reserves  relationship.
Accordingly,  capitalized  costs were reduced by  approximately 1% and a gain on
sale of oil and gas properties of $60,067 was  recognized.  Similar sales during
1997 did not significantly  alter the 1982-2 Program's  capitalized  cost/proved
reserves relationship.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $23,810 (16.8%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from  decreases in (i) lease  operating  expenses
associated  with the decrease in volumes of oil and gas sold and (ii) production
taxes  associated  with the decrease in oil and gas sales.  These decreases were
partially offset by repair and maintenance expenses incurred during



                                      -20-
<PAGE>



1998 on several  wells.  As a percentage  of oil and gas sales,  these  expenses
increased  to 30.8% in 1998 from 19.6% in 1997.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $37,961 (51.1%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from (i) the  decrease  in  volumes  of gas  sold and (ii) an  upward
revision in the  estimate of remaining  gas reserves at December 31, 1998.  As a
percentage  of oil and gas sales,  this  expense  decreased to 9.5% in 1998 from
10.3% in 1997. This percentage decrease was primarily due to the dollar decrease
in  depreciation,  depletion,  and  amortization,  which  decrease was partially
offset by the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  decreased  $7,594 (8.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 20.5% in 1998 from 11.9% in 1997. This percentage  increase was primarily due
to the decrease in oil and gas sales.


                   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 expenses  incurred for plugging 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 dollar  decrease in oil and gas  production  expense 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



                                      -21-
<PAGE>



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.

      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.


      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 1998 production  levels for future years,
the 1982-1 Program's proved oil and gas reserve  quantities at December 31, 1998
would have remaining lives of approximately 1.6 and 6.9 years, respectively, and
the 1982-2 Program's proved oil and gas reserves at December 31, 1998 would have
remaining lives of approximately 6.9 and 5.1 years, respectively. However, since
the Programs'  reserve estimates are based on oil and gas prices at December 31,
1998,  it is  possible  that a  significant  decrease in oil and gas prices from
December  31, 1998 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.

      The 1982-2  Program's  Statement of Cash Flows for the year ended December
31, 1998 includes  proceeds from the sale of oil and gas  properties  during the
first quarter of 1998. These proceeds were included in the 1982-2 Program's cash
distributions  paid in the third quarter of 1998. It is possible that the 1982-2
Program's  repurchase  values and future cash  distributions  could decline as a
result of the  disposition of these  properties.  On the other hand, the General
Partner believes there will be beneficial operating  efficiencies related to the
1982-2 Program's  remaining  properties.  This is primarily due to the fact that
the  properties  sold  generally  bore a higher ratio of  operating  expenses as
compared to reserves than the 1982-2 Program's remaining properties.




                                      -22-
<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
1998. 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

                                   In General

      The Year 2000 Issue ("Y2K")  refers to the inability of computer and other
information  technology  systems to properly process date and time  information,
stemming from the earlier  programming  practice of using two digits rather than
four to  represent  the  year in a date.  For  example,  computer  programs  and
imbedded  chips that are date  sensitive  may recognize a date using (00) as the
year 1900 rather than the year 2000. The consequence of Y2K is that computer and
imbedded  processing  systems  may be at  risk of  malfunctioning,  particularly
during the transition from 1999 to 2000.

      The effects of Y2K are exacerbated by the  interdependence of computer and
telecommunication systems throughout the world. This interdependence also exists
among the Programs, Samson, and their vendors, customers, and business partners,
as well as with  regulators.  The potential risks associated with Y2K for an oil
and gas  production  company  fall into  three  general  areas:  (i)  financial,
leasehold and  administrative  computer systems,  (ii) imbedded systems in field
process control units, and (iii) third party exposures. As discussed below, Dyco
does not believe that these risks will be material to the Programs' operations.




                                      -23-
<PAGE>



      The Programs' business is producing oil and gas. The day-to-day production
of the  Programs'  oil and gas is not  dependent on computers or equipment  with
imbedded chips. As further  discussed  below,  management  anticipates  that the
Programs' daily business activities will not be materially affected by Y2K.

      The  Programs  rely  on  Samson  to  provide  all of its  operational  and
administrative  services  on  either a  direct  or  indirect  basis.  Samson  is
addressing  each of the three  Y2K areas  discussed  above  through a  readiness
process that seeks to:

      1.    increase the awareness of the issue among key employees;
      2.    identify areas of potential risk;
      3.    assess the relative  impact of these risks and Samson's  ability to 
            manage them; and
      4.    remediate these risks on a priority basis wherever possible.

      Samson  Investment  Company's Chief  Financial  Officer is responsible for
communicating  to its  Board  of  Directors  Y2K  actions  and for the  ultimate
implementation of its Y2K plan. He has delegated to Samson Investment  Company's
Senior  Vice   President-Technology   and   Administrative   Services  principal
responsibility for ensuring Y2K compliance within Samson.

      Samson  has  been  planning  for  the  impact  of Y2K  on its  information
technology  systems since 1993.  As of March 1, 1999,  Samson is in the final
stages of implementation of a Y2K plan, as summarized below:


                      Financial and Administrative Systems

      1. Awareness. Samson has alerted its officers, managers and supervisors of
Y2K  issues  and  asked  them  to  have  their  employees   participate  in  the
identification  of  potential  Y2K risks which might  otherwise  go unnoticed by
higher level  employees  and  officers.  As a result,  awareness of the issue is
considered high.

      2. Risk    Identification.   Samson's  most   significant   financial  and
administrative  systems  exposure is the Y2K status of the  accounting  and land
administration  system used to collect and manage data for  internal  management
decision making and for external  revenue and accounts payable  purposes.  Other
concerns include network hardware and software,  desktop computing  hardware and
software, telecommunications, and office space readiness.

      3. Risk  Assessment.  The failure to identify  and correct a material  Y2K
problem  could  result in  inaccurate  or  untimely  financial  information  for
management  decision-making  or  cash  flow  and  payment  purposes,   including
maintaining oil and gas leases.

      4. Remediation.   Since 1993, Samson has been upgrading its accounting and
land administration software. Substantially all of



                                      -24-
<PAGE>



the Y2K  upgrades  have  been  completed,  with the  remainder  scheduled  to be
completed  during the 2nd quarter of 1999. In addition,  in 1997 and 1998 Samson
replaced or applied  software  patches to  substantially  all of its network and
desktop  software  applications and believes them to be generally Y2K compliant.
Additional  patches or software  upgrades  will be applied no later than May 15,
1999 to  complete  this  process.  The  costs of all such risk  assessments  and
remediation are not expected to be material to the Programs.

      5. Contingency  Planning.  Notwithstanding the foregoing,  should there be
significant  unanticipated  disruptions in Samson's financial and administrative
systems,  all of the accounting processes that are currently automated will need
to be performed  manually.  Samson will  consider in the second half of 1999 its
options with  respect to  contingency  arrangements  for  temporary  staffing to
accommodate such situations.




                                Imbedded Systems

      1. Awareness.   Samson's  Y2K  program  has  involved  all levels of field
personnel  from  production  foremen and higher.  Employees at all levels of the
organization  have been asked to participate in the  identification of potential
Y2K risks,  which might  otherwise go unnoticed  by higher level  employees  and
officers of Samson, and as a result, awareness of the issue is considered high.

      2. Risk  Identification.  Samson has inventoried all possible exposures to
imbedded  chips and systems.  Such exposures can be classified as either (i) oil
and gas  production  and  processing  equipment or (ii) office  machines such as
faxes, copiers, phones, etc.

      With respect to oil and gas production and processing  equipment,  neither
Samson nor the Programs operate offshore wells,  significant  processing plants,
or wells  with  older  electronic  monitoring  systems.  As a  result,  Samson's
inventory  identified  less than 10 applications  using imbedded  chips.  All of
these are in the  process  of being  tested by the  respective  vendors  and are
expected to be Y2K compliant or replaced no later than May 30, 1999. Oil and gas
production  related to such  equipment  is very minor with respect to the entire
Samson group, and, in fact, the Programs'  production may not use such equipment
at all.

      Office  machines are currently  being tested by Samson and vendors.  It is
expected  that such  machines  will be made  compliant or replaced no later than
May 15, 1999.

      3. Risk Assessment and Remediation.  The failure to identify and correct a
material Y2K problem in an imbedded system could result in outcomes ranging from
errors in data reporting to  curtailments  or shutdowns in production.  As noted
above, Samson has



                                      -25-
<PAGE>



identified  less  than 10  imbedded  system  applications  that  may  have a Y2K
problem. None of these applications are believed to be material to Samson or the
Programs. Once identified,  assessed and prioritized, Samson intends to test and
upgrade imbedded components and systems in field process control units deemed to
pose the greatest  risk of  significant  non-compliance  and capable of testing.
Samson believes that sufficient  manual  processes are available to minimize any
such field level risk and that there will be no material  impact on the Programs
with respect to these applications.

      4. Contingency Planning. Should material production disruptions occur as a
result of Y2K  failures in field  operations,  Samson will  utilize its existing
field  personnel  in an attempt to avoid any material  impact on operating  cash
flow.  Samson is not able to  quantify  any  potential  exposure in the event of
systems failure or inadequate manual alternatives.




                              Third Party Exposures

      1. Awareness.  Samson has advised  management to consider Y2K implications
with its outside vendors, customers, and business partners.  Management has been
asked to participate in the  identification  of potential  third party Y2K risks
and, as a result, awareness of the issue is considered high.

      2. Risk Identification. Samson's most significant third party Y2K exposure
is its  dependence on third parties for the receipt of revenues from oil and gas
sales.   However,   virtually  all  of  these  purchasers  are  very  large  and
sophisticated companies. Other Y2K concerns include the availability of electric
power to Samson's field operations,  the integrity of telecommunication systems,
and the readiness of commercial banks to execute electronic fund transfers.

      3. Risk  Assessment.  Because of the high  awareness of the Y2K problem in
the U.S.,  Samson has not  undertaken  and does not plan to  undertake  a formal
company  wide plan to make  inquiries  of third  parties  on the  subject of Y2K
readiness.  If it did so,  Samson has no ability  to require  responses  to such
inquiries  or to  independently  verify  their  accuracy.  Samson has,  however,
received oral  assurances  from its  significant  oil and gas  purchasers of Y2K
compliance.  If significant  disruptions  from major  purchasers  were to occur,
however,  there could be a material and adverse impact on the Programs'  results
of operations, liquidity, and financial conditions.

      It is  important  to note that  third  party oil and gas  purchasers  have
significant  incentives  to avoid  disruptions  arising from a Y2K failure.  For
example, most of these parties are under contractual obligations to purchase oil
and gas or  disperse  revenues  to Samson.  The  failure to do so will result in
contractual and statutory



                                      -26-
<PAGE>



penalties.  Therefore,  Dyco  believes  that it is  unlikely  that there will be
material third party non-compliance with purchase and remittance  obligations as
a result of Y2K issues.

      4. Remediation.   Where   Samson   perceives   significant   risk  of  Y2K
non-compliance that may have a material impact on it, and where the relationship
between  Samson and a vendor,  customer,  or  business  partner  permits,  joint
testing may be undertaken during 1999 to further identify these risks.

      5. Contingency  Planning.  In the unlikely event that material  production
disruptions  occur as a result of Y2K failures of third  parties,  the Programs'
operating cash flow could be impacted.  This  contingency  will be factored into
deliberations on the level of quarterly cash  distributions  paid out during any
such period of cash flow disruption.




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

      The Programs do not hold any market risk sensitive instruments.




                                      -27-
<PAGE>




ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                       REPORT OF INDEPENDENT ACCOUNTANTS


TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP

      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1982-1 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Program's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.







                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 12, 1999





                                      -28-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                                     1998           1997
                                                   --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                       $108,147       $120,049
   Accrued oil and gas sales                         24,078         49,405
                                                    -------        -------
      Total current assets                         $132,225       $169,454

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method                    67,408         90,100

DEFERRED CHARGE                                      76,951         59,627
                                                    -------        -------

                                                   $276,584       $319,181
                                                    =======        =======

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

CURRENT LIABILITIES:
   Accounts payable                                $  4,751       $ 12,181
   Gas imbalance payable                              4,286           -
                                                    -------        -------
      Total current liabilities                    $  9,037       $ 12,181

ACCRUED LIABILITY                                  $ 57,239       $ 53,234

PARTNERS CAPITAL:
   General Partner, 100 general
      partner units                                $  2,102       $  2,537
   Limited Partners, issued and
      outstanding, 10,000 Units                     208,206        251,229
                                                    -------        -------
      Total Partners' Capital                      $210,308       $253,766
                                                    -------        -------

                                                   $276,584       $319,181
                                                    =======        =======


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



                                      -29-
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-1 LIMITED PARTNERSHIP
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996


                                        1998          1997        1996
                                     ----------    ---------    --------

REVENUES:
   Oil and gas sales                  $189,639      $322,902     $317,267
   Interest                              6,271         6,360        2,656
                                       -------       -------     --------

                                      $195,910      $329,262     $319,923

COSTS AND EXPENSES:
   Lease operating                    $103,308      $ 80,881     $ 86,759
   Production taxes                     14,244        23,534       22,755
   Depreciation, depletion, and
      amortization of oil and
      gas properties                    21,999        35,611       21,362
   General and administrative           99,817       109,234      102,540
                                       -------       -------     --------

                                      $239,368      $249,260     $233,416
                                       -------       -------     --------

NET INCOME (LOSS)                    ($ 43,458)     $ 80,002     $ 86,507
                                       =======       =======     ========

GENERAL PARTNER (1%) - NET
   INCOME (LOSS)                     ($    435)     $    800     $    865
                                       =======       =======     ========

LIMITED PARTNERS (99%) - NET
   INCOME (LOSS)                     ($ 43,023)     $ 79,202     $ 85,642
                                       =======       =======     ========

NET INCOME (LOSS) per Unit           ($   4.30)     $   7.92     $   8.57
                                       =======       =======     ========

UNITS OUTSTANDING                       10,100       10,100        10,100
                                       =======       =======     ========





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



                                      -30-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                  Statements of Changes in Partners' Capital 
             For the Years Ended December 31, 1998, 1997, and 1996


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

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
   Net loss                         (   435)      (  43,023)      (  43,458)
                                      -----         -------         -------

Balances at Dec. 31, 1998            $2,102        $208,206        $210,308
                                      =====         =======         =======




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



                                      -31-
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-1 LIMITED PARTNERSHIP
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                               1998       1997       1996
                                            ---------   ---------   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                        ($ 43,458)   $ 80,002   $ 86,507
   Adjustments to reconcile net income
      (loss) to net cash provided by
      operating activities:
      Depreciation, depletion, and amorti-
        zation of oil and gas properties       21,999      35,611     21,362
      (Increase) decrease in accrued
        oil and gas sales                      25,327      14,831  (  18,085)
      (Increase) decrease in deferred
        charge                              (  17,324)  (     280)       623
      Increase (decrease) in accounts
        payable                             (   7,430)      5,181        352
      Increase (decrease) in accrued
        liability                               4,005   (       2) (   2,144)
      Increase in gas imbalance payable         4,286        -          -
                                              -------     -------    -------
   Net cash provided (used) by operating
      activities                            ($ 12,595)   $135,343   $ 88,615
                                              -------     -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                         $    693    $ 51,030   $ 20,005
   Additions to oil and gas properties           -           -     (   2,031)
                                              -------     -------    -------
   Net cash provided by investing
      activities                             $    693    $ 51,030   $ 17,974
                                              -------     -------    -------
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                         ($ 11,902)  ($ 15,627)  $106,589

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                  120,049     135,676     29,087
                                              -------     -------    -------
CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                    $108,147    $120,049   $135,676
                                              =======     =======    =======




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



                                      -32-
<PAGE>



              DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 1998, 1997, and 1996


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 4,598 (46.0%) of the Program's Units
      at December 31, 1998.

            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.  The prices  received for the Program's oil and gas are subject
      to influences such as global consumption and supply trends.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Oil and Gas Properties

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



                                      -33-
<PAGE>



      cost  amortization  rates per  equivalent  Mcf of gas produced  during the
      years ended  December  31, 1998,  1997,  and 1996 were $0.21,  $0.27,  and
      $0.15, respectively. The Program's calculation of depreciation, depletion,
      and amortization  includes estimated future expenditures to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the Securities and Exchange  Commission("SEC"))  the excess
      is charged to expense in the year during which such excess  occurs.  Sales
      and  abandonments  of  properties  are  accounted  for as  adjustments  of
      capitalized costs with no gain or loss recognized, unless such adjustments
      would significantly  alter the relationship  between capitalized costs and
      proved oil and gas reserves.


      Deferred Charge

            The Deferred Charge at December 31, 1998 and 1997  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, 1998,  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 107,234 Mcf, resulting in prepaid
      lease  operating  expenses of $76,951.  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.


      Accrued Liability

            The  Accrued  Liability  at December  31,  1998 and 1997  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, 1998,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production  from these wells by 79,764  Mcf,  resulting  in accrued  lease
      operating expenses of $57,239. 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.




                                      -34-
<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, 1998, total sales exceeded the Program's share
      of estimated  total gas reserves on one well by $4,286  (2,857 Mcf).  This
      amount was  recorded  as gas  imbalance  payable at  December  31, 1998 in
      accordance  with the sales method.  At December 31, 1997 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



                                      -35-
<PAGE>



      and general and administrative,  geological,  and engineering  expenses it
      incurs on behalf of the Program. During the years ended December 31, 1998,
      1997, and 1996, such expenses  totaled  $99,817,  $109,234,  and $102,540,
      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.


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, 1998, 1997, and 1996:


            Purchaser                  1998      1997       1996
            ---------                  -----     -----      -----

            El Paso Energy
              Marketing Company        82.9%     89.0%      86.0%
            Petrocorp, Inc.            10.5%       - %        - %


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


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

            The  Program's  capitalized  costs  and  accumulated   depreciation,
      depletion,  amortization, and valuation allowance at December 31, 1998 and
      1997 were as follows:




                                      -36-
<PAGE>




                                                  December 31,
                                          ----------------------------
                                              1998              1997
                                          -------------     -------------

      Proved properties                    $52,499,188       $52,499,881

      Less accumulated depreciation,
        depletion, amortization, and
        valuation allowance               ( 52,431,780)     ( 52,409,781)
                                            ----------        ----------

      Net oil and gas properties           $    67,408       $    90,100
                                            ==========        ==========


      Costs Incurred

            The  Program  incurred  no  oil  and  gas  property  acquisition  or
      exploration  costs  during 1998,  1997,  and 1996.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 1998, 1997, and 1996 were as follows:

                                                         December 31,
                                                -----------------------------
                                                 1998        1997       1996
                                                ------      ------      -----

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




                                      -37-
<PAGE>




      Quantities of Proved Oil and Gas Reserves - Unaudited

      Set forth below is a summary of the changes in the net  quantities  of the
Program's  proved crude oil and gas  reserves  for the years ended  December 31,
1998,  1997, and 1996.  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>


                                       1998                   1997                   1996
                              ---------------------   ---------------------   --------------------
                                 Oil         Gas         Oil         Gas         Oil      Gas
                               (Bbls)       (Mcf)      (Bbls)       (Mcf)      (Bbls)     (Mcf)
                              --------    ---------   --------    ---------   --------   ---------
<S>                           <C>         <C>         <C>         <C>         <C>       <C>    
Proved reserves,
   beginning of year           16,270      620,640     20,761      832,137      9,674    633,507

Revisions of previous
   estimates                  (14,530)     154,861      4,463     ( 82,235)    12,955    338,350

Sales of reserves                -        (    178)   ( 7,048)    (  7,254)      -      (  4,104)

Production                    (   660)    ( 98,703)   ( 1,906)    (122,008)   ( 1,868)  (135,616)
                               ------      -------     ------      -------     ------    -------

Proved reserves,
   end of year                  1,080      676,620     16,270      620,640     20,761    832,137
                               ======      =======     ======      =======     ======    =======

Proved developed reserves:
   Beginning of year           16,270      620,640     20,761      832,137      9,674    633,507
                               ------      -------     ------      -------     ------    -------
   End of year                  1,080      676,620     16,270      620,640     20,761    832,137
                               ======      =======     ======      =======     ======    =======

</TABLE>


                                      -38-
<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,  1998  using oil and gas prices of $9.50 per barrel and $2.03 per Mcf,
      respectively.




                                      -39-
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS



TO THE PARTNERS

DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP

      In our opinion, the accompanying balance sheets and the related statements
of operations,  changes in partners'  capital and cash flows present fairly,  in
all material  respects,  the financial  position of the Dyco Oil and Gas Program
1982-2 Limited  Partnership,  a Minnesota limited  partnership,  at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  These financial  statements are the
responsibility of the Program's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 12, 1999





                                      -40-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                                Balance Sheets
                          December 31, 1998 and 1997

                                    ASSETS
                                    ------
                                                     1998           1997
                                                   --------       --------
CURRENT ASSETS:
   Cash and cash equivalents                       $110,694       $234,351
   Accrued oil and gas sales                         62,996        110,673
                                                    -------        -------
      Total current assets                         $173,690       $345,024

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method                   140,337        182,488

DEFERRED CHARGE                                      21,746         17,727
                                                    -------        -------

                                                   $335,773       $545,239
                                                    =======        =======

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

CURRENT LIABILITIES:
   Accounts payable                                $  4,780       $  8,568
   Gas imbalance payable                              1,675          5,322
                                                    -------        -------
      Total current liabilities                    $  6,455       $ 13,890

ACCRUED LIABILITY                                  $106,670       $ 82,919

PARTNERS' CAPITAL:
   General Partner, 80 general
      partner units                                $  2,226       $  4,484
   Limited Partners, issued and
     outstanding, 8,000 Units                       220,422        443,946
                                                    -------        -------
      Total Partners' Capital                      $222,648       $448,430
                                                    -------        -------
                                                   $335,773       $545,239
                                                    =======        =======




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




                                      -41-
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-2 LIMITED PARTNERSHIP
                            Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996


                                        1998           1997           1996
                                      --------       --------       --------

REVENUES:
   Oil and gas sales                  $383,033       $724,753       $685,439
   Interest                              8,675          8,864          8,214
   Gain on sale of oil and gas
     properties                         60,067           -              -
                                       -------        -------        -------

                                      $451,775       $733,617       $693,653

COSTS AND EXPENSES:
   Lease operating                    $ 91,116       $ 93,272       $110,110
   Production taxes                     27,045         48,699         51,460
   Depreciation, depletion, and
      amortization of oil and
      gas properties                    36,357         74,318         58,142
   General and administrative           78,639         86,233         81,018
                                       -------        -------        -------

                                      $233,157       $302,522       $300,730
                                       -------        -------        -------
NET INCOME                            $218,618       $431,095       $392,923
                                       =======        =======        =======

GENERAL PARTNER (1%) - NET INCOME     $  2,186       $  4,311       $  3,929
                                       =======        =======        =======

LIMITED PARTNERS (99%) - NET INCOME   $216,432       $426,784       $388,994
                                       =======        =======        =======

NET INCOME per Unit                   $  27.06       $  53.35       $  48.63
                                       =======        =======        =======

UNITS OUTSTANDING                        8,080          8,080          8,080
                                       =======        =======        =======


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



                                      -42-
<PAGE>



                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                  Statements of Changes in Partners' Capital 
             For the Years Ended December 31, 1998, 1997, and 1996


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

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
   Cash distributions              ( 4,444)       ( 439,956)     ( 444,400)
   Net income                        2,186          216,432        218,618
                                     -----          -------        -------

Balances at Dec. 31, 1998           $2,226         $220,422       $222,648
                                     =====          =======        =======


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



                                      -43-
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-2 LIMITED PARTNERSHIP
                            Statements of Cash Flows
              For the Years Ended December 31, 1998, 1997, and 1996

                                                1998         1997        1996
                                             ----------   ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $218,618     $431,095    $392,923
   Adjustments to reconcile net income
      to net cash provided by
      operating activities:
      Depreciation, depletion, and amorti-
        zation of oil and gas properties        36,357       74,318      58,142
      Gain on sale of oil and gas properties (  60,067)        -           -
      (Increase) decrease in accrued oil
        and gas sales                           47,677       43,570   (  63,324)
      (Increase) decrease in deferred charge (   4,019)       6,840         253
      Increase (decrease) in accounts
        payable                              (   3,788)         621   (  19,108)
      Increase (decrease) in gas
        imbalance payable                    (   3,647)   (  43,593)     40,093
      Increase (decrease) in accrued
        liability                               23,751    (   3,726)     18,795
                                               -------      -------     -------
   Net cash provided by operating
      activities                              $254,882     $509,125    $427,774
                                               -------      -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                          $ 65,861     $  1,684    $ 24,081
   Additions to oil and gas properties            -            -      (      60)
                                               -------      -------     -------
   Net cash provided by investing
      activities                              $ 65,861     $  1,684    $ 24,021
                                               -------      -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($444,400)   ($484,800)  ($404,000)
                                               -------      -------     -------
   Net cash used by financing
      activities                             ($444,400)   ($484,800)  ($404,000)
                                               -------      -------     -------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($123,657)    $ 26,009    $ 47,795

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                   234,351      208,342     160,547
                                               -------      -------     -------
CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                     $110,694     $234,351    $208,342
                                               =======      =======     =======

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



                                      -44-
<PAGE>



              DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                         Notes to Financial Statements
             For the Years Ended December 31, 1998, 1997, and 1996


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 3,450  (43.1%) of the Program's
      Units at December 31, 1998.

            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.  The prices  received for the Program's oil and gas are subject
      to influences such as global consumption and supply trends.


      Cash and Cash Equivalents

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


      Credit Risk

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


      Oil and Gas Properties

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



                                      -45-
<PAGE>



      cost  amortization  rates per  equivalent  Mcf of gas produced  during the
      years ended  December  31, 1998,  1997,  and 1996 were $0.18,  $0.23,  and
      $0.17, respectively. The Program's calculation of depreciation, depletion,
      and amortization  includes estimated future expenditures to be incurred in
      developing  proved  reserves and estimated  dismantlement  and abandonment
      costs, net of estimated  salvage values. In the event the unamortized cost
      of oil and gas properties  being  amortized  exceeds the full cost ceiling
      (as defined by the Securities and Exchange  Commission("SEC"))  the excess
      is charged to expense in the year during which such excess  occurs.  Sales
      and  abandonments  of  properties  are  accounted  for as  adjustments  of
      capitalized costs with no gain or loss recognized, unless such adjustments
      would significantly  alter the relationship  between capitalized costs and
      proved oil and gas reserves. During the first quarter of 1998, the Program
      sold one well  for  $62,207  representing  approximately  1% of its  total
      reserves.  The  proceeds  from this sale would have  reduced  the net book
      value of the oil and gas  properties  by 34%,  significantly  altering the
      capitalized  cost/proved reserves relationship.  Accordingly,  capitalized
      costs were reduced by  approximately  1% with the remainder  recorded as a
      gain on sale of oil and gas properties.



      Deferred Charge

            The Deferred Charge at December 31, 1998 and 1997  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, 1998,  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 61,867 Mcf,  resulting in prepaid
      lease  operating  expenses of $21,746.  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.


      Accrued Liability

            The  Accrued  Liability  at December  31,  1998 and 1997  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, 1998,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production from these wells by



                                      -46-
<PAGE>



      303,472 Mcf, resulting in future lease operating expenses of $106,670.  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 accrued lease operating expenses
      of $82,919.


      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, 1998,  total sales exceeded the
      Program's  share of  estimated  total gas  reserves on two wells by $1,675
      (1,117  Mcf).  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).
      These amounts were recorded as gas imbalance payables at December 31, 1998
      and 1997 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.




                                      -47-
<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, 1998, 1997, and 1996,
      such expenses  totaled $78,639,  $86,233,  and $81,018,  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.


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, 1998, 1997, and 1996:


            Purchaser                                1998     1997     1996
            ---------                                -----    ------   -----

            El Paso Energy Marketing Company         81.1%    83.6%    94.7%
            Enogex Services Corporation              17.8%    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 in marketing its gas and in  maintaining
      historic sales levels.  Alternative  purchasers or transporters may not be
      readily available.




                                      -48-
<PAGE>




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, 1998 and
      1997 were as follows:


                                                  December 31,
                                          ----------------------------
                                              1998              1997
                                          -------------     -------------

      Proved properties                    $38,301,280       $38,307,074

      Less accumulated depreciation,
         depletion, amortization, and
         valuation allowance              ( 38,160,943)     ( 38,124,586)
                                            ----------        ----------

      Net oil and gas properties           $   140,337       $   182,488
                                            ==========        ==========


      Costs Incurred

            The  Program  incurred  no  oil  and  gas  property  acquisition  or
      exploration  costs  during 1998,  1997,  and 1996.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 1998, 1997, and 1996 were as follows:


                                                         December 31,
                                                 --------------------------
                                                 1998       1997      1996
                                                 -----      -----    ------

      Development costs                         $    -     $   -     $  60
                                                 =====      ====     ======



                                      -49-
<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,
1998,  1997, and 1996.  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>


                                     1998                          1997                    1996
                            -----------------------       -----------------------   ----------------------
                              Oil           Gas             Oil           Gas         Oil          Gas
                            (Bbls)         (Mcf)          (Bbls)         (Mcf)      (Bbls)        (Mcf)
                            ------      -----------       -------     -----------   -------    -----------
<S>                         <C>         <C>               <C>         <C>            <C>      <C>    
Proved reserves,
   beginning of year         571         1,027,334         608         1,026,533      707        973,504

Revisions of previous
   estimates                  52           237,393          65           322,547      150        397,810

Sales of reserves            -          (   10,037)        -          (      627)    ( 69)    (    7,689)

Production                  ( 79)       (  206,718)       (102)       (  321,119)    (180)    (  337,092)
                             ---         ---------         ---         ---------      ---      ---------

Proved reserves,
   end of year               544         1,047,972         571         1,027,334      608      1,026,533
                             ===         =========         ===         =========      ===      =========

Proved developed reserves:
   Beginning of year         571         1,027,334         608         1,026,533      707        973,504
                             ---         ---------         ---         ---------      ---      ---------
   End of year               544         1,047,972         571         1,027,334      608      1,026,533
                             ===         =========         ===         =========      ===      =========


</TABLE>


                                      -50-
<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,  1998  using oil and gas prices of $9.50 per barrel and $2.03 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, the General Partner.  The business address of such directors and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.

            NAME              AGE             POSITION WITH DYCO
      ----------------        ---      --------------------------------
      Dennis R. Neill          47      President and Director

      Patrick M. Hall          40      Chief Financial Officer

      Judy K. Fox              48      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 Samson in 1981, was named Senior Vice President and
Director of Dyco on June 18, 1991,  and was named  President of Dyco on June 30,
1996. Prior to joining Samson,  he was associated with a Tulsa law firm,  Conner
and Winters, where




                                      -51-
<PAGE>




his  principal  practice was in the  securities  area. He received a Bachelor of
Arts degree in political  science from  Oklahoma  State  University  and a Juris
Doctorate  degree from the University of Texas.  Mr. Neill also serves as Senior
Vice  President of Samson  Investment  Company and as President  and Director of
Samson Properties Incorporated,  Samson Hydrocarbons Company, Berry Gas Company,
Circle L Drilling Company,  Compression,  Inc., and Geodyne Resources,  Inc. and
its subsidiaries.

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

      Judy K. Fox joined Samson in 1990 and was named  Secretary of Dyco on June
30, 1996.  Prior to joining Samson,  she served as Gas 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 1998 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, 1998:




                                      -52-
<PAGE>



             Compensation/Reimbursement to Dyco and its affiliates
                      Three Years Ended December 31, 1998


Type of Compensation/Reimbursement(1)                    Expense
-------------------------------------           ---------------------------
                                                 1998       1997      1996
                                                -------    -------  -------
1982-1 Program
--------------

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

  Reimbursements:
     General and Administrative,
        Geological, and Engineering
        Expenses and Direct Expenses(3)         $74,460    $74,460   $74,460

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

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

  Reimbursements:
     General and Administrative,
        Geological, and Engineering
        Expenses and Direct Expenses(3)         $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)   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




                                      -53-
<PAGE>




      "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, 1998:



                                      -54-
<PAGE>
<TABLE>
<CAPTION>



                                                     1982-1 Program
                                                     --------------
                                                  Salary Reimbursement
                                           Three Years Ended December 31, 1998


                                                                           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)           1996      -           -           -           -              -         -          -

Dennis R. Neill,
President(2)(3)         1996      -           -           -           -              -         -          -
                        1997      -           -           -           -              -         -          -
                        1998      -           -           -           -              -         -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $43,559       -           -           -              -         -          -
                        1997    $44,482       -           -           -              -         -          -
                        1998    $44,065       -           -           -              -         -          -
----------
(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>
<TABLE>
<CAPTION>



                                                     1982-2 Program
                                                     --------------
                                                  Salary Reimbursement
                                           Three Years Ended December 31, 1998


                                                                           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)           1996       -           -           -           -              -          -         -

Dennis R. Neill,
President(2)(3)         1996       -           -           -           -              -          -         -
                        1997       -           -           -           -              -          -         -
                        1998       -           -           -           -              -          -         -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $34,187       -           -           -              -          -         -
                        1997     $34,912       -           -           -              -          -         -
                        1998     $34,585       -           -           -              -          -         -
----------
(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>



                                      -56-
<PAGE>




      Samson  maintains  necessary  inventories of new and used field equipment.
Samson may have provided some of this  equipment for wells in which the Programs
have an interest.  This  equipment  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 March 1, 1999 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                          4,609      (46.1%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                           4,609      (46.1%)

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

        Samson Resources Company                          3,455      (43.2%)

        All directors, officers, and
           affiliates of Dyco as a group
           and Dyco (5 persons)                           3,455      (43.2%)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Certain affiliates of Dyco engage in oil and gas activities  independently
of the Programs  which  result in  conflicts of interest  that cannot be totally
eliminated.  The allocation of acquisition  and drilling  opportunities  and the
nature of the compensation arrangements between the Programs and such affiliates
also create potential conflicts of interest.  An affiliate of the Program owns a
significant amount of the



                                      -57-
<PAGE>



Programs'  Units and  therefore  has an identity of interest  with other limited
partners with respect to the operations of the Programs.

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

      Dyco does not devote all of its time, efforts,  and personnel  exclusively
to the  Programs.  Furthermore,  the  Programs  do not have any  employees,  but
instead rely on the  personnel of Samson.  The Programs thus compete with Samson
(including  other  oil and gas  programs)  for the  time and  resources  of such
personnel.  Samson  devotes  such time and  personnel to the  management  of the
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
Samson,  contract  amendments and  negotiating  positions taken by them in their
effort to enforce  contracts with purchasers may not  necessarily  represent the
positions  that a Program would take if it were to administer  its own contracts
without involvement with other members of Samson. On the other hand,  management
believes that the Programs'  negotiating strength and contractual positions have
been enhanced by virtue of its affiliation with Samson.

      Samson  Resources  Company,  an  affiliate  of  Dyco,  ("Resources")  owns
approximately  46% and 43% of the 1982-1 and 1982-2 Programs'  outstanding Units
as of March 1, 1999. The Program  Agreements  permit  Resources to independently
vote its Units.  Resources'  significant  Unit ownership  will therefore  likely
determine  the  outcome  of  any  matter  submitted  for a vote  of the  Limited
Partners.



                                      -58-
<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,  1998 and 1997 and for the
                  years ended  December  31, 1998,  1997,  and 1996 are filed as
                  part of this report:

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

            (2)   Financial Statement Schedules:

                        None.

            (3)   Exhibits:

                  4.1   Drilling  Agreement  dated  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




                                      -59-
<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, 1998 and for the year ended  December  31,
                        1998.

               *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, 1998 and for the year ended  December  31,
                        1998.

                  All other Exhibits are omitted as inapplicable.


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




                                      -60-
<PAGE>






      (b) Reports on Form 8-K filed during the fourth quarter of 1998:

                  None.




                                      -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 1982-1
                                    LIMITED PARTNERSHIP

                                    By:   DYCO PETROLEUM CORPORATION
                                          General Partner

                                          March 25, 1999


                                    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 25, 1999
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        Chief Financial             March 25, 1999
      -------------------       Officer (Principal
         Patrick M. Hall        Financial and
                                Accounting Officer)

      /s/Judy K. Fox            Secretary                   March 25, 1999
      -------------------
         Judy K. Fox




                                      -62-
<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 25, 1999


                                    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 25, 1999
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

      /s/Patrick M. Hall        Chief Financial             March 25, 1999
      -------------------       Officer (Principal
         Patrick M. Hall        Financial and
                                Accounting Officer)

      /s/Judy K. Fox            Secretary                   March 25, 1999
      -------------------
         Judy K. Fox




                                      -63-
<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




                                      -64-
<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, 1998 and for
            the year ended December 31, 1998.

*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, 1998 and for
            the year ended December 31, 1998.


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


                                      -65-