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, 1999

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.




                                      -1-
<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..........13
PART II......................................................................13
      ITEM 5.   MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
                UNITS AND RELATED LIMITED PARTNER MATTERS.....................13
      ITEM 6.   SELECTED FINANCIAL DATA.......................................14
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS...........................17
      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK.............................................24
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................25
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE...........................49
PART III......................................................................49
      ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............49
      ITEM 11.  EXECUTIVE COMPENSATION........................................50
      ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT ...............................................55
      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................55
PART IV.......................................................................57
      ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                ON FORM 8-K ..................................................57
      SIGNATURES..............................................................60





                                      -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 December  31,  1999,  Samson owned
interests in approximately  14,000 oil and gas wells located in 17 states of the
United States and the countries of Canada,  Venezuela,  and Russia.  At December
31, 1999,  Samson operated  approximately  3,400 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,
2000 Samson  employed  approximately  920 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") accounted
for  approximately  95.6% of the 1982-1  Program's  oil and gas sales during the
year ended December 31, 1999. With respect to the 1982-2  Program,  purchases of
gas by El Paso accounted for approximately 99.6% of its oil and gas sales during
the year ended December 31, 1999. In the event of  interruption  of purchases by
this significant customer or the cessation or material change in availability of
open-access transportation by the 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  regulations  and
taxes,  the price and  availability of alternative  fuels,  the overall economic
environment, and the availability and



                                      -5-
<PAGE>



capacity  of  transportation  and  processing  facilities.  The  effect of these
factors on future oil and gas industry trends cannot be accurately  predicted or
anticipated.

      The most important variable affecting the Programs' revenues is the prices
received for the sale of oil and gas.  Predicting future prices is not possible.
Concerning past trends,  average yearly wellhead gas prices in the United States
have been volatile for many years.  Over the past ten years such average  prices
have  generally  been in the  $1.40 to  $2.40  per Mcf  range.  Gas  prices  are
currently in the upper end of this 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 increased from approximately $1.93
per Mcf at December  31,  1998 to  approximately  $2.24 per Mcf at December  31,
1999.  Such prices  were on an MMBTU  basis and differ from the prices  actually
received  by the  Programs  due  to  transportation  and  marketing  costs,  BTU
adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.00 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $30.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Programs' oil increased from approximately $9.50 per barrel at December 31, 1998
to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  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, 1999.

                         Well Statistics(1)
                       As of December 31, 1999

                                          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                           1.77        1.89
                                           ----        ----
                Total                      2.13        1.89

----------

(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, 1999.


      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,
                                        ---------------------------------
                                          1999        1998         1997
                                        --------    --------     --------
1982-1 Program:
--------------

   Production:
      Oil (Bbls)(1)                          514         660        1,906
      Gas (Mcf)(2)                        81,905      98,703      122,008

   Oil and gas sales:
      Oil                               $  9,735    $  8,426     $ 37,204
      Gas                                161,437     181,213      285,698
                                         -------     -------      -------
        Total                           $171,172    $189,639     $322,902
                                         =======     =======      =======
   Total direct operating expenses(3)   $ 76,957    $117,552     $104,415
                                         =======     =======      =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                45.0%       62.0%        32.3%

   Average sales price:
      Per barrel of oil                  $ 18.94      $12.77       $19.52
      Per Mcf of gas                        1.97        1.84         2.34

   Direct operating expenses per
      equivalent Mcf of gas(4)           $   .91      $ 1.15       $  .78


                                      -8-
<PAGE>




                                              Year Ended December 31,
                                        ---------------------------------
                                          1999        1998         1997
                                        --------    --------     --------
1982-2 Program:
--------------

   Production:
      Oil (Bbls)(1)                           38          79          102
      Gas (Mcf)(2)                       163,119     206,718      321,119

   Oil and gas sales:
      Oil                               $    732    $    995     $  2,191
      Gas                                332,782     382,038      722,562
                                         -------     -------      -------
        Total                           $333,514    $383,033     $724,753
                                         =======     =======      =======
   Total direct operating expenses(3)   $112,675    $118,161     $141,971
                                         =======     =======      =======

   Direct operating expenses as a
      percentage of oil and gas
      sales                                33.8%       30.8%        19.6%

   Average sales price:
      Per barrel of oil                   $19.26      $12.59       $21.48
      Per Mcf of gas                        2.04        1.85         2.25

   Direct operating expenses per
      equivalent Mcf of gas(4)            $  .69      $  .57       $  .44


----------

(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, 1999.  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").  Certain reserve information was
reviewed by Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum
engineering  firm. As used  throughout  this Annual  Report,  "proved  reserves"
refers to those  estimated  quantities  of crude oil, gas, and gas liquids which
geological and engineering  data  demonstrate  with  reasonable  certainty to be
recoverable  in future years from known oil and gas  reservoirs  under  existing
economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including  production  taxes, ad valorem taxes, and operating  expenses),
and estimated future development costs, discounted at 10% per annum. Net present
value  attributable to the Programs' proved reserves was calculated on the basis
of current costs and prices at December 31, 1999. 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, 1999.  There can be no assurance that the
prices  used in  calculating  the net  present  value  of the  Programs'  proved
reserves at December 31, 1999 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, 1999(1)

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

        Estimated proved reserves:
           Gas (Mcf)                              736,978
           Oil and liquids (Bbls)                   3,071

        Net present value
           (discounted at 10% per annum)         $722,744

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

        Estimated proved reserves:
           Gas (Mcf)                              962,934
           Oil and liquids (Bbls)                     322

        Net present value
           (discounted at 10% per annum)         $799,229


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

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

      No estimates of the proved  reserves of the 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, 1999, the 1982-1 Program's  properties  consisted of 17
gross (2.13 net) productive  wells.  The 1982-1 Program also owned a non-working
interest in an additional 4 wells.  Affiliates of the 1982-1 Program  operate 13
(62%) 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




                                      -11-
<PAGE>




of western Oklahoma and the Texas panhandle, which is an established oil and gas
producing basin.

      As of December 31, 1999, the 1982-1  Program's  properties in the Anadarko
Basin consisted of 16 gross (1.61 net) productive wells. The 1982-1 Program also
owned a  non-working  interest in an  additional 4 wells in the Anadarko  Basin.
Affiliates of the 1982-1  Program  operate 12 (60%) of its total  Anadarko Basin
wells.  As of December 31, 1999, the 1982-1  Program had estimated  total proved
reserves  in the  Anadarko  Basin  of  approximately  726,112  Mcf  of  gas  and
approximately  3,071 barrels of crude oil, with a present value  (discounted  at
10% per annum) of estimated future net cash flow of approximately $711,812.


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

      As of December 31, 1999, the 1982-2 Program's  properties  consisted of 19
gross (1.89 net) productive  wells.  The 1982-2 Program also owned a non-working
interest in an additional 4 wells.  Affiliates of the 1982-2 Program  operate 12
(52%) 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.



                                      -12-
<PAGE>




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

      There were no  matters  submitted  to a vote of the  limited  partners  of
either Program during 1999.





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

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

           1999:
             First Quarter            $70            $ -
             Second Quarter            70              -
             Third Quarter             59              -
             Fourth Quarter            59              -

           2000:
             First Quarter            $59            $ -




                                      -13-
<PAGE>






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

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

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

           1999:
             First Quarter            $71            $ -
             Second Quarter            71              -
             Third Quarter            102             20
             Fourth Quarter            82              -

           2000:
             First Quarter            $82            $ -

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

      As of March 1, 2000 the 1982-1  Program has 10,000 Units  outstanding  and
approximately  2,800 Limited  Partners of record.  The 1982-2  Program has 8,000
Units outstanding and approximately 2,200 Limited Partners of record.


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."




                                      -14-
<PAGE>


<TABLE>
<CAPTION>


                                        1982-1 Program
                                        --------------
                                                          December 31,
                                    --------------------------------------------------------
                                      1999        1998        1997       1996      1995
                                    ---------   --------    --------   --------  -----------
<S>                                 <C>         <C>         <C>         <C>       <C>
Summary of Operations:
   Oil and gas sales                 $171,172    $189,639   $322,902    $317,267  $263,331
   Total revenues                     174,880     195,910    329,262     319,923   263,538

   Lease operating
      expenses                         65,227     103,308     80,881      86,759   115,436
   Production taxes                    11,730      14,244     23,534      22,755    18,645
   General and administrative
      expenses                         99,101      99,817    109,234     102,540   104,106
   Depreciation, depletion,
      and amortization of oil
      and gas properties               18,171      21,999     35,611      21,362    40,413

   Net income (loss)                (  19,349)  (  43,458)    80,002      86,507 (  15,062)
      per Unit                      (    1.92)  (    4.30)      7.92        8.57 (    1.49)
   Cash distributions                    -           -       202,000        -         -
      per Unit                           -           -            20        -         -

Summary Balance Sheet Data:
   Total assets                       208,291     276,584    319,181     436,000   351,285
   Partners' capital                  190,959     210,308    253,766     375,764   289,257

</TABLE>




                                      -15-
<PAGE>



<TABLE>
<CAPTION>


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

                                                         December 31,
                                    -------------------------------------------------------
                                      1999        1998        1997       1996      1995
                                    --------    --------    --------   --------  ----------
<S>                                 <C>         <C>         <C>        <C>       <C>
Summary of Operations:
   Oil and gas sales                $333,514    $383,033    $724,753   $685,439  $582,641
   Total revenues                    338,989     451,775     733,617    693,653   590,407

   Lease operating
      expenses                        88,791      91,116      93,272    110,110   126,949
   Production taxes                   23,884      27,045      48,699     51,460    41,329
   General and administrative
      expenses                        78,343      78,639      86,233     81,018    83,226
   Depreciation, depletion,
      and amortization of oil
      and gas properties              27,356      36,357      74,318     58,142   107,051
   Impairment provision                 -           -           -          -       14,169

   Net income                        120,615     218,618     431,095    392,923   217,683
      per Unit                         14.93       27.06       53.35      48.63     26.94
   Cash distributions                161,600     444,400     484,800    404,000   242,400
      per Unit                            20          55          60         50        30

Summary Balance Sheet Data:
   Total assets                      322,726     335,773     545,239    645,642   616,939
   Partners' capital                 181,663     222,648     448,430    502,135   513,212

</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 many
years.  Over the past ten years such average  prices have  generally been in the
$1.40 to $2.40 per Mcf range.  Gas prices are currently in the upper end of this
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 increased from approximately $1.93
per Mcf at December  31,  1998 to  approximately  $2.24 per Mcf at December  31,
1999. Such prices were on an MMBTU basis and differ




                                      -17-
<PAGE>




from the prices  actually  received by the  Programs due to  transportation  and
marketing costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.00 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $30.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Programs' oil increased from approximately $9.50 per barrel at December 31, 1998
to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  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, 1999 Compared to
                          Year Ended December 31, 1998
                    ----------------------------------------

      Total oil and gas sales  decreased  $18,467  (9.7%) in 1999 as compared to
1998. Of this decrease,  approximately  $2,000 and $30,000,  respectively,  were
related  to  decreases  in  volumes of oil and gas sold.  These  decreases  were
partially offset by increases of approximately $3,000 and $11,000, respectively,
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  146 barrels and 16,798  Mcf,  respectively,  in 1999 as
compared to 1998.  The  decrease in volumes of gas sold was  primarily  due to a
positive prior period volume adjustment made by the purchaser on one well during
1998 and a negative  prior period  volume  adjustment  made by the  purchaser on
another  well during  1999.  Average oil and gas prices  increased to $18.94 per
barrel and $1.97 per Mcf, respectively, in 1999 from $12.77 per barrel and $1.84
per Mcf, respectively, in 1998.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $40,595 (34.5%) in 1999 as compared to 1998. This
decrease was primarily due to workover expenses incurred on one well during 1998
in order to improve the  recovery of reserves.  As a  percentage  of oil and gas
sales, these expenses decreased to 45.0% in 1999 from 62.0% in 1998. This




                                      -18-
<PAGE>




percentage  decrease  was  primarily  due to the dollar  decrease in oil and gas
production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $3,828  (17.4%)  in 1999 as  compared  to  1998.  This  decrease  was
primarily  due to the  decreases in volumes of oil and gas sold. As a percentage
of oil and gas  sales,  this  expense  decreased  to 10.6% in 1999 from 11.6% in
1998.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 57.9% in 1999 from 52.6% in 1998.  This  percentage  increase  was
primarily due to the decrease in oil and gas sales.



                    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 in 1998 by the
purchaser on one well,  and (iii) the sale of another  well during  1997.  These
decreases were partially offset by an increase primarily due to a positive prior
period volume adjustment made by the purchaser on one well during 1998.  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.

      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.



                                      -19-
<PAGE>



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.


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

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

      Total oil and gas sales  decreased  $49,519 (12.9%) in 1999 as compared to
1998.  Of this  decrease,  approximately  $81,000  was  related to a decrease in
volumes of gas sold.  This  decrease  was  partially  offset by an  increase  of
approximately  $31,000  related to an increase in the average price of gas sold.
Volumes of oil and gas sold  decreased 41 barrels and 43,599 Mcf,  respectively,
in 1999 as compared to 1998.  The decrease in volumes of gas sold was  primarily
due to (i) a negative  prior period volume  adjustment  made by the purchaser on
one well during  1999,  (ii) a negative  gas  balancing  adjustment  made by the
operator on one well during 1999, and (iii) normal declines in production. These
decreases  were partially  offset by a negative  prior period volume  adjustment
made by the  purchaser  on one well  during  1998.  Average  oil and gas  prices
increased  to $19.26 per barrel  and $2.04 per Mcf,  respectively,  in 1999 from
$12.59 per barrel and $1.85 per Mcf, respectively, in 1998.

      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 1982-2  Program's oil and
gas  properties  by 34%,  significantly  altering  its  capitalized  cost/proved
reserves  relationship.  Accordingly,  in 1998 capitalized costs were reduced by
approximately  1% and a gain on sale of oil and gas  properties  of $60,607  was
recognized.  Similar  sales during 1999 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  $5,486  (4.6%) in 1999 as compared to 1998.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes



                                      -20-
<PAGE>



associated  with  the  decrease  in oil  and gas  sales.  These  decreases  were
partially offset by workover  expenses  incurred during 1999 on several wells in
order to improve the recovery of reserves. As a percentage of oil and gas sales,
these expenses  increased to 33.8% in 1999 from 30.8% in 1998.  This  percentage
increase was primarily due to the 1999 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $9,001  (24.8%)  in 1999 as  compared  to  1998.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas sold,  (ii) an
upward  revision in the estimate of remaining gas reserves at December 31, 1999,
and (iii) an  increase  in the gas price used in the  valuation  of  reserves at
December 31, 1999. As a percentage of oil and gas sales,  this expense decreased
to 8.2% in 1999 from 9.5% in 1998. This percentage decrease was primarily due to
the dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 23.5% in 1999 from 20.5% in 1998.  This  percentage  increase  was
primarily due to the decrease in oil and gas sales.


                    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 in 1998 by the purchaser on one
well 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.



                                      -21-
<PAGE>



      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 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.


      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 1999 production  levels for future years,
the 1982-1 Program's proved oil and gas reserve  quantities at December 31, 1999
would have remaining lives of approximately 6.0 and 9.0 years, respectively, and
the 1982-2 Program's proved oil and gas reserves at December 31, 1999 would have
remaining lives of approximately 8.5 and 5.9 years, respectively. However, since
the Programs'  reserve estimates are based on oil and gas prices at December 31,
1999,  it is  possible  that a  significant  decrease in oil and gas prices from
December  31, 1999 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



                                      -22-
<PAGE>



the future.  However, during 1999 the 1982-1 Program paid $74,325, net of taxes,
for the purchase of gas reserves from  Burlington  Resources,  (of which $34,663
was  recorded  to oil and gas  properties  and  $39,662  was used to reduce  the
accrued  liability for lease operating  expenses) on the Purvis No. 1-2 well and
the Armstrong No. 1-29 well.  These  reserves were  purchased in order to assist
the 1982-1  Program in reducing  its gas  imbalance  liability  since the 1982-1
Program had  produced  significantly  more than its share of gas on these wells.
The 1982-1 Program owns working interests of 8.95% and 7.18%,  respectively,  in
the Purvis No. 1-2 and Armstrong No. 1-19 wells. During 1999, the 1982-2 Program
invested  approximately  $12,000 in equipment for successful  workovers on three
wells in order to improve  the  recovery of  reserves.  These  expenditures  may
reduce or eliminate cash available for a particular quarterly cash distribution.
Cash for operational purposes has generally been provided by current oil and gas
production. Management believes that cash for ordinary operational purposes will
be provided by current oil and gas production.

      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
1999. 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

      The year  2000  issue  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.  To the knowledge of the General  Partner,
the Programs have not



                                      -23-
<PAGE>



experienced any material effects from the year 2000 issue. Costs incurred by the
Programs in order to ensure  year 2000  compatibility  were not  material to the
Programs.



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

      The Programs do not hold any market risk sensitive instruments.




                                      -24-
<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,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Program's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with auditing standards  generally accepted in the United States,  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 20, 2000





                                      -25-
<PAGE>



                      DYCO OIL AND GAS PROGRAM
                     1982-1 LIMITED PARTNERSHIP
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                              1999         1998
                                            --------     --------
CURRENT ASSETS:
   Cash and cash equivalents                $ 23,930     $108,147
   Accrued oil and gas sales                  33,560       24,078
                                             -------      -------
      Total current assets                  $ 57,490     $132,225

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method             85,114       67,408

DEFERRED CHARGE                               65,687       76,951
                                             -------      -------

                                            $208,291     $276,584
                                             =======      =======

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

CURRENT LIABILITIES:
   Accounts payable                         $  4,562     $  4,751
   Gas imbalance payable                        -           4,286
                                             -------      -------
      Total current liabilities             $  4,562     $  9,037

ACCRUED LIABILITY                           $ 12,770     $ 57,239

PARTNERS CAPITAL:
   General Partner, 100 general
      partner units                         $  1,909     $  2,102
   Limited Partners, issued and
      outstanding, 10,000 Units              189,050      208,206
                                             -------      -------
      Total Partners' Capital               $190,959     $210,308
                                             -------      -------

                                            $208,291     $276,584
                                             =======      =======


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




                                      -26-
<PAGE>




                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                           Statements of Operations
             For the Years Ended December 31, 1999, 1998, and 1997


                                          1999        1998      1997
                                       ----------  ---------  --------

REVENUES:
   Oil and gas sales                    $171,172    $189,639   $322,902
   Interest                                3,708       6,271      6,360
                                         -------     -------   --------

                                        $174,880    $195,910   $329,262

COSTS AND EXPENSES:
   Lease operating                      $ 65,227    $103,308   $ 80,881
   Production taxes                       11,730      14,244     23,534
   Depreciation, depletion, and
      amortization of oil and
      gas properties                      18,171      21,999     35,611
   General and administrative             99,101      99,817    109,234
                                         -------     -------   --------

                                        $194,229    $239,368   $249,260
                                         -------     -------   --------

NET INCOME (LOSS)                      ($ 19,349)  ($ 43,458)  $ 80,002
                                         =======     =======   ========

GENERAL PARTNER (1%) - NET
   INCOME (LOSS)                       ($    193)  ($    435)  $    800
                                         =======     =======   ========

LIMITED PARTNERS (99%) - NET
   INCOME (LOSS)                       ($ 19,156)  ($ 43,023)  $ 79,202
                                         =======     =======   ========

NET INCOME (LOSS) per Unit             ($   1.92)  ($   4.30)  $   7.92
                                         =======     =======   ========

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





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



                                      -27-
<PAGE>



                            DYCO OIL AND GAS PROGRAM
                           1982-1 LIMITED PARTNERSHIP
                   Statements of Changes in Partners' Capital
             For the Years Ended December 31, 1999, 1998, and 1997


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

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
   Net loss                    (   193)    (  19,156)    (  19,349)
                                 -----       -------       -------

Balances at Dec. 31, 1999       $1,909      $189,050      $190,959
                                 =====       =======       =======


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




                                      -28-
<PAGE>




                           DYCO OIL AND GAS PROGRAM
                          1982-1 LIMITED PARTNERSHIP
                           Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998, and 1997

                                              1999         1998       1997
                                           ---------    ----------  --------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                       ($ 19,349)   ($ 43,458)  $ 80,002
   Adjustments to reconcile net income
      (loss) to net cash provided (used)
      by operating activities:
      Depreciation, depletion, and amorti-
        zation of oil and gas properties      18,171       21,999     35,611
      (Increase) decrease in accrued
        oil and gas sales                  (   9,482)      25,327     14,831
      (Increase) decrease in deferred
        charge                                11,264    (  17,324) (     280)
      Increase (decrease) in accounts
        payable                            (     189)   (   7,430)     5,181
      Increase (decrease) in accrued
        liability                          (  44,469)       4,005  (       2)
      Increase (decrease) in gas imbalance
        payable                            (   4,286)       4,286       -
                                             -------      -------    -------
   Net cash provided (used) by operating
      activities                           ($ 48,340)   ($ 12,595)  $135,343
                                             -------      -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                        $   -        $    693   $ 51,030
   Additions to oil and gas properties     (  35,877)        -          -
                                             -------      -------    -------
   Net cash provided (used) by investing
      activities                           ($ 35,877)    $    693   $ 51,030
                                             -------      -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                       $   -        $   -     ($202,000)
                                             -------      -------    -------
   Net cash used by financing
      activities                            $   -        $   -     ($202,000)
                                             -------      -------    -------
NET DECREASE IN CASH AND
   CASH EQUIVALENTS                        ($ 84,217)   ($ 11,902) ($ 15,627)

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                 108,147      120,049    135,676
                                             -------      -------    -------
CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                   $ 23,930     $108,147   $120,049
                                             =======      =======    =======



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




                                      -29-
<PAGE>




         DYCO OIL AND GAS PROGRAM 1982-1 LIMITED PARTNERSHIP
                    Notes to Financial Statements
        For the Years Ended December 31, 1999, 1998, and 1997


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 4,917 (49.2%) of the Program's Units
      at December 31, 1999.

           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



                                      -30-
<PAGE>



      cost  amortization  rates per  equivalent  Mcf of gas produced  during the
      years ended  December  31, 1999,  1998,  and 1997 were $0.21,  $0.21,  and
      $0.27, 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, 1999 and 1998  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, 1999,  cumulative  total gas sales  volumes
      for  underproduced  wells were less than the Program's  pro-rata  share of
      total gas production from these wells by 98,070 Mcf,  resulting in prepaid
      lease  operating  expenses of $65,687.  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.


      Accrued Liability

           The  Accrued  Liability  at  December  31,  1999 and 1998  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, 1999,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production  from these wells by 19,065  Mcf,  resulting  in accrued  lease
      operating expenses of $12,770. 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.




                                      -31-
<PAGE>




      Oil and Gas Sales and Gas Imbalance Payable

           The Program's oil and  condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as revenue unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability.  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, 1999, 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




                                      -32-
<PAGE>




      and general and administrative,  geological,  and engineering  expenses it
      incurs on behalf of the Program. During the years ended December 31, 1999,
      1998, and 1997,  such expenses  totaled  $99,101,  $99,817,  and $109,234,
      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, 1999, 1998, and 1997:


           Purchaser             1999     1998     1997
           ---------             -----    -----    -----

           El Paso Energy
             Marketing Company   95.6%    82.9%    89.0%
           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, 1999 and
      1998 were as follows:




                                      -33-
<PAGE>




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

      Proved properties              $52,535,065     $52,499,188

      Less accumulated depreciation,
        depletion, amortization, and
        valuation allowance         ( 52,449,951)   ( 52,431,780)
                                      ----------      ----------

      Net oil and gas properties     $    85,114     $    67,408
                                      ==========      ==========


      Costs Incurred

            The Program  incurred no oil and gas exploration  costs during 1999,
      1998, and 1997.  During 1999,  1998, and 1997 the Program incurred oil and
      gas property  acquisition  (purchase of reserves) and development costs as
      follows:

                                           December 31,
                                    ------------------------------
                                      1999       1998       1997
                                    -------    -------    -------

     Acquisition costs, net of
       accrued liability            $34,663     $ -        $ -
     Development costs                1,214       -          -


      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, 1999,  1998,  and 1997.  Proved  reserves  were  estimated by
      petroleum  engineers  employed  by  affiliates  of Dyco.  Certain  reserve
      information  was reviewed by Ryder Scott  Company,  L.P.,  an  independent
      petroleum  engineering firm. All of the Program's  reserves are located in
      the  United  States.  The  following   information  includes  certain  gas
      balancing  adjustments  which  cause the gas  volumes  to differ  from the
      reserve information prepared by Dyco and reviewed by Ryder Scott.





                                      -34-
<PAGE>



<TABLE>
<CAPTION>


                                      1999                 1998                1997
                               -------------------  ------------------- --------------------
                                  Oil        Gas       Oil       Gas       Oil       Gas
                                (Bbls)      (Mcf)    (Bbls)     (Mcf)    (Bbls)     (Mcf)
                               --------   --------- --------  --------- --------  ---------

<S>                            <C>        <C>       <C>       <C>       <C>       <C>
Proved reserves,
   beginning of year            1,080      676,620   16,270    620,640   20,761    832,137

Revisions of previous
   estimates                    2,505       88,871  (14,530)   154,861    4,463   ( 82,235)

Purchase of reserves              -         53,392     -          -         -         -

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

Production                     (  514)    ( 81,905) (   660)  ( 98,703) ( 1,906)  (122,008)
                                -----      -------   ------    -------   ------    -------

Proved reserves,
   end of year                  3,071      736,978    1,080    676,620   16,270    620,640
                                =====      =======   ======    =======   ======    =======

Proved developed reserves:
   Beginning of year            1,080      676,620   16,270    620,640   20,761    832,137
                                -----      -------   ------    -------   ------    -------
   End of year                  3,071      736,978    1,080    676,620   16,270    620,640
                                =====      =======   ======    =======   ======    =======


</TABLE>


                                      -35-
<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,  1999 using oil and gas prices of $22.75 per barrel and $2.24 per Mcf,
      respectively.





                                      -36-
<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,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
accounting  principles  generally accepted in the United States. These financial
statements   are  the   responsibility   of  the   Program's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with auditing standards  generally accepted in the United States,  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 20, 2000






                                      -37-
<PAGE>




                      DYCO OIL AND GAS PROGRAM
                     1982-2 LIMITED PARTNERSHIP
                           Balance Sheets
                     December 31, 1999 and 1998

                               ASSETS
                               ------
                                              1999         1998
                                            --------     --------
CURRENT ASSETS:
   Cash and cash equivalents                $102,242     $110,694
   Accrued oil and gas sales                  65,530       62,996
                                             -------      -------
      Total current assets                  $167,772     $173,690

NET OIL AND GAS PROPERTIES,
   utilizing the full cost method            121,881      140,337

DEFERRED CHARGE                               33,073       21,746
                                             -------      -------

                                            $322,726     $335,773
                                             =======      =======

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

CURRENT LIABILITIES:
   Accounts payable                         $ 10,210     $  4,780
   Gas imbalance payable                         242        1,675
                                             -------      -------
      Total current liabilities             $ 10,452     $  6,455

ACCRUED LIABILITY                           $130,611     $106,670

PARTNERS' CAPITAL:
   General Partner, 80 general
      partner units                         $  1,816     $  2,226
   Limited Partners, issued and
     outstanding, 8,000 Units                179,847      220,422
                                             -------      -------
      Total Partners' Capital               $181,663     $222,648
                                             -------      -------
                                            $322,726     $335,773
                                             =======      =======




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





                                      -38-
<PAGE>




                            DYCO OIL AND GAS PROGRAM
                           1982-2 LIMITED PARTNERSHIP
                            Statements of Operations
              For the Years Ended December 31, 1999, 1998, and 1997


                                         1999         1998         1997
                                       --------     --------     --------

REVENUES:
   Oil and gas sales                   $333,514     $383,033     $724,753
   Interest                               5,475        8,675        8,864
   Gain on sale of oil and gas
     properties                            -          60,067         -
                                        -------      -------      -------

                                       $338,989     $451,775     $733,617

COSTS AND EXPENSES:
   Lease operating                     $ 88,791     $ 91,116     $ 93,272
   Production taxes                      23,884       27,045       48,699
   Depreciation, depletion, and
      amortization of oil and
      gas properties                     27,356       36,357       74,318
   General and administrative            78,343       78,639       86,233
                                        -------      -------      -------

                                       $218,374     $233,157     $302,522
                                        -------      -------      -------
NET INCOME                             $120,615     $218,618     $431,095
                                        =======      =======      =======

GENERAL PARTNER (1%) - NET INCOME      $  1,206     $  2,186     $  4,311
                                        =======      =======      =======

LIMITED PARTNERS (99%) - NET INCOME    $119,409     $216,432     $426,784
                                        =======      =======      =======

NET INCOME per Unit                    $  14.93     $  27.06     $  53.35
                                        =======      =======      =======

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


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




                                      -39-
<PAGE>




                      DYCO OIL AND GAS PROGRAM
                     1982-2 LIMITED PARTNERSHIP
                   Statements of Changes in Partners' Capital
             For the Years Ended December 31, 1999, 1998, and 1997


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

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
   Cash distributions         ( 1,616)     ( 159,984)   ( 161,600)
   Net income                   1,206        119,409      120,615
                                -----        -------      -------

Balances at Dec. 31, 1999      $1,816       $179,847     $181,663
                                =====        =======      =======



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




                                      -40-
<PAGE>




                           DYCO OIL AND GAS PROGRAM
                          1982-2 LIMITED PARTNERSHIP
                           Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998, and 1997

                                                1999       1998       1997
                                             ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                 $120,615   $218,618   $431,095
   Adjustments to reconcile net income
      to net cash provided by
      operating activities:
      Depreciation, depletion, and amorti-
        zation of oil and gas properties        27,356     36,357     74,318
      Gain on sale of oil and gas properties      -     (  60,067)      -
      (Increase) decrease in accrued oil
        and gas sales                        (   2,534)    47,677     43,570
      (Increase) decrease in deferred charge (  11,327) (   4,019)     6,840
      Increase (decrease) in accounts
        payable                                  5,430  (   3,788)       621
      Decrease in gas imbalance payable      (   1,433) (   3,647) (  43,593)
      Increase (decrease) in accrued
        liability                               23,941     23,751  (   3,726)
                                               -------    -------    -------
   Net cash provided by operating
      activities                              $162,048   $254,882   $509,125
                                               -------    -------    -------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from the sale of oil and
      gas properties                          $  3,289   $ 65,861   $  1,684
   Additions to oil and gas properties       (  12,189)      -          -
                                               -------    -------    -------
   Net cash provided (used) by investing
      activities                             ($  8,900)  $ 65,861   $  1,684
                                               -------    -------    -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions                        ($161,600) ($444,400) ($484,800)
                                               -------    -------    -------
   Net cash used by financing
      activities                             ($161,600) ($444,400) ($484,800)
                                               -------    -------    -------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                          ($  8,452) ($123,657)  $ 26,009

CASH AND CASH EQUIVALENTS AT BEGINNING
   OF PERIOD                                   110,694    234,351    208,342
                                               -------    -------    -------
CASH AND CASH EQUIVALENTS AT END OF
   PERIOD                                     $102,242   $110,694   $234,351
                                               =======    =======    =======

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




                                      -41-
<PAGE>




               DYCO OIL AND GAS PROGRAM 1982-2 LIMITED PARTNERSHIP
                          Notes to Financial Statements
              For the Years Ended December 31, 1999, 1998, and 1997


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 3,695 (46.2%) of the Program's Units at
      December 31, 1999.

           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




                                      -42-
<PAGE>




      cost  amortization  rates per  equivalent  Mcf of gas produced  during the
      years ended  December  31, 1999,  1998,  and 1997 were $0.17,  $0.18,  and
      $0.23, 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, 1999 and 1998  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, 1999,  cumulative  total gas sales  volumes
      for  underproduced  wells were less than the Program's  pro-rata  share of
      total gas production from these wells by 70,487 Mcf,  resulting in prepaid
      lease  operating  expenses of $33,073.  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.


      Accrued Liability

           The  Accrued  Liability  at  December  31,  1999 and 1998  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, 1999,  cumulative  total gas sales  volumes
      for overproduced  wells exceeded the Program's pro-rata share of total gas
      production from these wells by




                                      -43-
<PAGE>




      278,370 Mcf, resulting in accrued lease operating expenses of $130,611. 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 303,472 Mcf,  resulting in future lease operating  expenses
      of $106,670.


      Oil and Gas Sales and Gas Imbalance Payable

           The Program's oil and  condensate  production is sold,  title passed,
      and revenue  recognized  at or near the Program's  wells under  short-term
      purchase  contracts at prevailing  prices in accordance with  arrangements
      which are  customary in the oil industry.  Sales of gas  applicable to the
      Program's interest in producing oil and gas leases are recorded as revenue
      when the gas is metered  and title  transferred  pursuant to the gas sales
      contracts  covering the Program's  interest in gas  reserves.  During such
      times as the  Program's  sales of gas exceed its pro rata  ownership  in a
      well,  such sales are recorded as revenue unless total sales from the well
      have  exceeded  the  Program's  share  of  estimated  total  gas  reserves
      underlying  the  property  at which  time  such  excess is  recorded  as a
      liability. The rates per Mcf used to calculate this liability are based on
      the  average  gas  prices  received  for  the  volumes  at  the  time  the
      overproduction  occurred.  At December 31, 1999,  total sales exceeded the
      Program's  share of estimated  total gas reserves on one well by $242 (161
      Mcf). 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).  These
      amounts were recorded as gas  imbalance  payables at December 31, 1999 and
      1998 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.




                                      -44-
<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, 1999,  1998,  and 1997,  such expenses
      totaled $78,343, $78,639, and $86,233,  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, 1999, 1998, and 1997:


           Purchaser                         1999    1998    1997
           ---------                         -----   ------  -----

           El Paso Energy Marketing Company  99.6%   81.1%   83.6%
           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.





                                      -45-
<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, 1999 and
      1998 were as follows:


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

      Proved properties              $38,310,180     $38,301,280

      Less accumulated depreciation,
        depletion, amortization, and
        valuation allowance         ( 38,188,299)   ( 38,160,943)
                                      ----------      ----------

      Net oil and gas properties     $   121,881     $   140,337
                                      ==========      ==========


      Costs Incurred

           The  Program  incurred  no  oil  and  gas  property   acquisition  or
      exploration  costs  during 1999,  1998,  and 1997.  Costs  incurred by the
      Program in connection with its oil and gas property development activities
      during 1999, 1998, and 1997 were as follows:


                                               December 31,
                                           ----------------------
                                            1999    1998    1997
                                           ------   ----    ----

           Development costs              $12,189  $  -     $ -
                                           ======   ====    ====


      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, 1999,  1998,  and 1997.  Proved  reserves  were  estimated by
      petroleum engineers




                                      -46-
<PAGE>




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







                                      -47-
<PAGE>



<TABLE>
<CAPTION>


                                     1999                        1998                     1997
                               --------------------      --------------------      --------------------
                                 Oil          Gas          Oil         Gas           Oil        Gas
                               (Bbls)        (Mcf)       (Bbls)       (Mcf)        (Bbls)      (Mcf)
                               ------     -----------    -------   -----------     -------  -----------
<S>                            <C>        <C>            <C>       <C>               <C>    <C>

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

Revisions of previous
   estimates                   (184)         78,081        52         237,393          65      322,547

Sales of reserves                -             -          -        (   10,037)         -    (      627)

Production                     ( 38)      (  163,119)    ( 79)     (  206,718)       (102)  (  321,119)
                                ---        ---------      ---       ---------         ---    ---------

Proved reserves,
   end of year                  322          962,934      544       1,047,972         571    1,027,334
                                ===        =========      ===       =========         ===    =========

Proved developed reserves:
   Beginning of year            544        1,047,972      571       1,027,334         608    1,026,533
                                ---        ---------      ---       ---------         ---    ---------
   End of year                  322          962,934      544       1,047,972         571    1,027,334
                                ===        =========      ===       =========         ===    =========
</TABLE>




                                      -48-
<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,  1999 using oil and gas prices of $22.75 per barrel and $2.24 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      48     President and Director

      Patrick M. Hall      41     Chief Financial Officer

      Judy K. Fox          49     Secretary

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

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




                                      -49-
<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 1999 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, 1999:




                                      -50-
<PAGE>





        Compensation/Reimbursement to Dyco and its affiliates
                 Three Years Ended December 31, 1999


Type of Compensation/Reimbursement(1)              Expense
-------------------------------------     -------------------------
                                           1999     1998     1997
                                          -------  -------  -----
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




                                      -51-
<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.  When actual costs incurred  benefit
other  partnerships  and  affiliates,  the  allocation  of costs is based on the
relationship  of the  Program's  reserves  to the  total  reserves  owned by all
partnerships  and  affiliates.  The following  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, 1999:




                                      -52-
<PAGE>

<TABLE>
<CAPTION>



                                                1982-1 Program
                                                --------------
                                              Salary Reimbursement
                                      Three Years Ended December 31, 1999

                                                              Long Term Compensation
                                                          -------------------------------
                              Annual Compensation                Awards            Payouts
                           -------------------------      ---------------------    -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual   Restricted    Under-                Other
      and                                       Compen-     Stock       lying       LTIP     Compen-
   Principal               Salary      Bonus    sation     Award(s)    Options/    Payouts   sation
   Position          Year    ($)        ($)       ($)        ($)        SARs(#)      ($)       ($)
---------------      ----  -------    -------   -------   ----------   --------    -------   -------
<S>                  <C>   <C>          <C>       <C>       <C>          <C>         <C>       <C>
Dennis R. Neill,
President(1)         1997    -          -         -         -            -           -         -
                     1998    -          -         -         -            -           -         -
                     1999    -          -         -         -            -           -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1997  $44,482      -         -         -            -           -         -
                     1998  $44,065      -         -         -            -           -         -
                     1999  $45,480      -         -         -            -           -         -

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

</TABLE>



                                      -53-
<PAGE>



<TABLE>
<CAPTION>


                                                   1982-2 Program
                                                   --------------
                                                Salary Reimbursement
                                         Three Years Ended December 31, 1999

                                                                 Long Term Compensation
                                                             -------------------------------
                                 Annual Compensation                Awards           Payouts
                              -------------------------      ---------------------   -------
                                                                           Securi-
                                                    Other                   ties                  All
     Name                                           Annual   Restricted    Under-                Other
      and                                          Compen-     Stock       lying      LTIP      Compen-
   Principal                  Salary     Bonus     sation     Award(s)    Options/   Payouts    sation
   Position           Year      ($)       ($)        ($)        ($)        SARs(#)     ($)        ($)
---------------       ----    -------   -------    -------   ----------   --------   -------    -------
<S>                   <C>     <C>         <C>        <C>       <C>          <C>        <C>        <C>
Dennis R. Neill,
President(1)          1997      -         -          -         -            -          -          -
                      1998      -         -          -         -            -          -          -
                      1999      -         -          -         -            -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)         1997    $34,912     -          -         -            -          -          -
                      1998    $34,585     -          -         -            -          -          -
                      1999    $35,695
----------
(1)   The  general  and  administrative   expenses  paid  by  the  Program  and  attributable  to  salary
      reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2)   No  officer  or  director  of Dyco or its  affiliates  provides  full-time
      services to the Program and no individual's  salary or other  compensation
      reimbursement from the Program equals or exceeds $100,000 per annum.

</TABLE>



                                      -54-
<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, 2000 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                4,934       (49.3%)

        All directors, officers, and
          affiliates of Dyco as a group
          and Dyco (5 persons)                  4,934       (49.3%)

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

        Samson Resources Company                3,697       (46.2%)

        All directors, officers, and
          affiliates of Dyco as a group
          and Dyco (5 persons)                  3,697       (46.2%)


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




                                      -55-
<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  49% and 46% of the 1982-1 and 1982-2 Programs'  outstanding Units
as of March 1, 2000. 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.







                                      -56-
<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,  1999 and 1998 and for the  years
                ended  December  31, 1999,  1998,  and 1997 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




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<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.

              *23.1  Consent of Ryder Scott  Company, L.P., for Dyco Oil and Gas
                     Program 1982-1 Limited  Partnership.

              *23.2  Consent of Ryder Scott  Company, L.P., for Dyco Oil and Gas
                     Program 1982-2 Limited Partnership.

              *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, 1999 and for the year ended December 31, 1999.

              *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




                                      -58-
<PAGE>




                     December 31, 1999 and for the year ended December 31, 1999.

                All other Exhibits are omitted as inapplicable.


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


      (b)  Reports on Form 8-K filed during the fourth quarter of 1999:

                None.



                                      -59-
<PAGE>



                                   SIGNATURES

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

                               DYCO OIL AND GAS PROGRAM 1982-1
                               LIMITED PARTNERSHIP

                               By:  DYCO PETROLEUM CORPORATION
                                    General Partner

                                    March 24, 2000


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

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

By:   //s// Dennis R. Neill  President and          March 24, 2000
      -------------------    Director (Principal
         Dennis R. Neill     Executive Officer)

      //s// Patrick M. Hall  Chief Financial        March 24, 2000
      -------------------    Officer (Principal
         Patrick M. Hall     Financial and
                             Accounting Officer)

      //s// Judy K. Fox      Secretary              March 24, 2000
      -------------------
         Judy K. Fox




                                      -60-
<PAGE>




                             SIGNATURES

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

                               DYCO OIL AND GAS PROGRAM 1982-2
                               LIMITED PARTNERSHIP

                               By:  DYCO PETROLEUM CORPORATION
                                    General Partner

                                    March 24, 2000


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

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

By:   //s// Dennis R. Neill  President and          March 24, 2000
      -------------------    Director (Principal
         Dennis R. Neill     Executive Officer)

      //s// Patrick M. Hall  Chief Financial        March 24, 2000
      -------------------    Officer (Principal
         Patrick M. Hall     Financial and
                             Accounting Officer)

      //s// Judy K. Fox      Secretary              March 24, 2000
      -------------------
         Judy K. Fox





                                      -61-
<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




                                      -62-
<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.

*23.1      Consent of  Ryder  Scott Company,  L.P., for Dyco Oil and Gas Program
           1982-1 Limited Partnership.

*23.2      Consent of  Ryder  Scott Company,  L.P., for Dyco Oil and Gas Program
           1982-2 Limited Partnership.

*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, 1999 and for
           the year ended December 31, 1999.

*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, 1999 and for
           the year ended December 31, 1999.


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


                                      -63-