FORM 10-K405
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1998

Commission File Number:
I-B: 0-14657  I-C: 0-14658  I-D: 0-15831  I-E: 0-15832
I-F: 0-15833

                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
                 ---------------------------------------------
            (Exact name of Registrant as specified in its Articles)

                                            I-B 73-1231998
                                            I-C 73-1252536
                                            I-D 73-1265223
                                            I-E 73-1270110
            Oklahoma                        I-F 73-1292669
---------------------------------       ----------------------
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)          Identification No.)

              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:
Depositary Units in Geodyne Energy Income Limited Partnerships
I-B through I-F

      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
                                            -----    -----



                                       1
<PAGE>



      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation  S-K (Sec.  229.405 of this chapter) 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     Disclosure is not contained herein.
         -----
                  Disclosure is contained herein.
         -----

      The Registrants are limited partnerships and there is no public market for
trading in the partnership interests.

                   DOCUMENTS INCORPORATED BY REFERENCE: None



                                       2
<PAGE>




                                 FORM 10-K405
                              TABLE OF CONTENTS


PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................21
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......21

PART II.....................................................................21
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......21
      ITEM 6.     SELECTED FINANCIAL DATA...................................25
      ITEM 7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................31
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................55
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............55
      ITEM 9.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................55

PART III....................................................................55
      ITEM 10.    DIRECTORS  AND  EXECUTIVE   OFFICERS  OF  THE  GENERAL
                  PARTNER...................................................55
      ITEM 11.    EXECUTIVE COMPENSATION....................................56
      ITEM 12.    SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND
                  MANAGEMENT................................................63
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............64

PART IV.....................................................................66
      ITEM 14.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES,  AND REPORTS
                  ON FORM 8-K...............................................66

SIGNATURES..................................................................70

                                       3
<PAGE>

                                    PART I.


ITEM 1.           BUSINESS

      General

      The Geodyne Energy Income Limited Partnership I-B (the "I-B Partnership"),
Geodyne Energy Income Limited Partnership I-C (the "I-C  Partnership"),  Geodyne
Energy Income Limited  Partnership I-D (the "I-D  Partnership"),  Geodyne Energy
Income  Limited  Partnership  I-E (the "I-E  Partnership"),  and Geodyne  Energy
Income  Limited  Partnership  I-F (the  "I-F  Partnership")  (collectively,  the
"Partnerships")  are limited  partnerships  formed  under the  Oklahoma  Revised
Uniform  Limited  Partnership  Act.  Each  Partnership  is  composed  of  public
investors as limited  partners (the "Limited  Partners") and Geodyne  Resources,
Inc.  ("Geodyne"),   a  Delaware  corporation,   as  the  general  partner.  The
Partnerships commenced operations on the dates set forth below:

                                              Date of
                      Partnership           Activation
                      -----------       ------------------

                          I-B           July 12, 1985
                          I-C           December 20, 1985
                          I-D           March 4, 1986
                          I-E           September 10, 1986
                          I-F           December 16, 1986

      Immediately following  activation,  each Partnership invested as a general
partner in a separate  Oklahoma general  partnership which actually conducts the
Partnerships' production operations.  Geodyne serves as managing partner of such
general partnerships.  Unless the context indicates otherwise, all references to
any single  Partnership or all of the Partnerships in this Annual Report on Form
10-K405  ("Annual  Report") are  references to the  Partnership  and its related
general  partnership,  collectively.  In addition,  unless the context indicates
otherwise,  all  references  to the "General  Partner" in this Annual Report are
references  to Geodyne as the general  partner of the  Partnerships,  and as the
managing partner of the related general partnerships.

      The  General  Partner  currently  serves as general  partner of 29 limited
partnerships,  including the Partnerships. The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  January  31,  1999,   Samson  owned  interests  in
approximately 10,500 oil and gas wells located in 19 states of the United States
and the countries of Canada, Venezuela, and Russia. At January 31, 1999,


                                       4
<PAGE>



Samson  operated  approximately  2,900 oil and gas wells located in 15 states of
the United States, as well as Canada, Venezuela, and Russia.

      The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties  located in the  continental  United States.
The Partnerships may also engage to a limited extent in development  drilling on
producing oil and gas  properties as required for the prudent  management of the
Partnerships.

      As limited partnerships,  the Partnerships have no officers, directors, or
employees.  They rely instead on the  personnel  of the General  Partner and the
other Samson Companies.  As of February 15, 1999, Samson employed  approximately
850 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 the General  Partner,  see
"Item 10. Directors and Executive Officers of the General Partner."

      The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza,  Two West Second Street,  Tulsa,  Oklahoma  74103,  and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the "Partnership Agreements"),  the Partnerships will terminate on December 31,
1999. However,  the Partnership  Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this  Annual  Report the  General  Partner  currently  intends to
extend the term of the I-D,  I-E,  and I-F  Partnerships  for the first two year
extension  period.  With  respect  to the I-B and  I-C  Partnerships,  it is the
General Partner's current intent to let these Partnerships terminate on December
31, 1999 pursuant to the terms of their Partnership Agreements.

      The General Partner will,  however,  over the next several months evaluate
all of the  Partnerships'  operations and then make a final  determination as to
whether to extend any of their terms.  It is  anticipated  that a final decision
will be made during the fourth quarter of 1999.

      In the  event  any of the  Partnerships  are  terminated  pursuant  to the
Partnership  Agreements,  the  Partnership's  dissolution  shall be effective on
December  31,  1999.  Pursuant to the terms of the  Partnership  Agreement,  the
dissolved Partnership would then be liquidated. The liquidation procedures under
the  Partnership  Agreements  provide  that the General  Partner  shall sell the
Partnership's  properties  and, in connection  therewith,  attempt to obtain the
best price  available  for such  properties.  Pending  such  sales,  the General
Partner will continue to manage the Partnership's  properties. It is anticipated
that in the


                                       5
<PAGE>


event of  termination,  the  Partnership's  properties  would be sold through an
auction process or negotiated transactions during the first half of 2000.

      Gain or loss realized on the sale of a dissolved Partnership's assets will
be  credited  to (in the case of gain) or charged  against (in the case of loss)
each Partner's  capital  account to the extent  allocable  under the Partnership
Agreement.  In settling the Partners'  accounts upon dissolution,  the assets of
the Partnership shall be paid out as follows: (i) to third party creditors; (ii)
to the General Partner for any expenses of the Partnership paid by or payable to
it  to  the  extent  it is  entitled  to  reimbursement  under  the  Partnership
Agreement;  (iii) to all of the Limited Partners in the amount equivalent to the
amount of their positive capital account  balances (as adjusted  pursuant to the
Partnership Agreement) on the date of distribution;  (iv) to the General Partner
in the amount  equivalent to the amount of its positive  capital account balance
(as adjusted) on the date of distribution;  and (v) the balance shall be paid to
the Limited  Partners and General  Partner in the same  percentage  interests as
cash distributions are payable under the Partnership Agreement.  In addition, in
the event that,  following  the final  distribution,  the General  Partner has a
deficit balance in its capital account balance,  it shall contribute cash to the
Partnership  necessary to eliminate the deficit  balance,  which amount would be
distributed  to the other  Partners  to the extent of their  remaining  positive
capital account balances.


      Funding

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


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is  the  production  of,  and  related
incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or
otherwise  process crude oil and  condensate.  The  Partnerships do not hold any
patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any
government  contracts.  The  Partnerships  have no  backlog of orders and do not
participate in research and development  activities.  The  Partnerships  are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.





                                       6
<PAGE>



      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 Partnerships to produce and market
oil and gas  profitably  depends  on a number of  factors  that are  beyond  the
control  of  the  Partnerships.   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 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 Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the lower half of the 10-year  average  range  described
above.

      Substantially  all of the Partnerships' 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 Partnerships'  gas decreased from  approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.  Continued very low oil
prices as discussed below may cause downward  pressure on gas prices due to some
users of gas converting to oil as a cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.



                                       7
<PAGE>




      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to predict whether future oil and gas prices will (i) stabilize,  (ii) increase,
or (iii) decrease.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 1998:

   Partnership    Customer                                Percentage
   -----------    --------                                ----------

      I-B         Duke Energy Field Services, Inc.          27.8%
                  Byrd Operating Company                    16.4%

      I-C         Hallwood Petroleum ("Hallwood")           39.3%
                  Conoco, Inc. ("Conoco")                   28.4%

      I-D         El Paso Energy Marketing
                     Company ("El Paso")                    41.5%
                  Hallwood                                  20.0%

      I-E         El Paso                                   55.5%

      I-F         El Paso                                   35.6%

      In  the  event  of  interruption  of  purchases  by  one  or  more  of the
Partnerships'  significant  customers  or the  cessation  or material  change in
availability  of  open  access  transportation  by  the  Partnerships'  pipeline
transporters,  the Partnerships may encounter  difficulty in marketing their gas
and in maintaining historic sales levels.  Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services.  Even  if the  services  were  terminated,  management  believes  that
alternatives  would  be  available  whereby  the  Partnerships  would be able to
continue to market their gas.

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





                                       8
<PAGE>



      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  Partnerships  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  Partnerships.  Although  virtually all of the  Partnerships'  gas
production  is not subject to price  regulation,  other  regulations  affect the
availability of gas transportation  services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

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

      Regulation of the Environment -- The Partnerships'  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  Partnerships'  operations  or may
affect  the  Partnerships'   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.




                                       9
<PAGE>



      Insurance Coverage

      The  Partnerships  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 Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  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
Partnerships' financial condition and results of operations.

ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 1998.


                              Well Statistics(1)
                            As of December 31, 1998


P/ship     Number of Gross Wells(2)             Number of Net Wells(3)
------     -----------------------------      -------------------------------
           Total   Oil     Gas    N/A(4)      Total    Oil      Gas    N/A(4)
           -----  -----   -----   ------      -----   -----    -----   ------

I-B         78      2       75      1         3.06      .05     2.97    .04
I-C         84      8       75      1         5.21     4.07     1.13    .01
I-D        514    403      111      -         3.49      .70     2.79     -
I-E        797    643      153      1        30.01    13.71    16.13    .17
I-F        788    643      144      1        13.18     5.73     7.33    .12

----------

(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner 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 in this Annual  Report,  "gross  well" refers to a well in which a
      working interest is owned,  accordingly,  the number of gross wells is the
      total number of wells in which a working interest is owned.
(3)   As  used  in 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.
(4)   Wells which have not been designated as oil or gas.



                                       10
<PAGE>




      Drilling Activities

      During the year ended  December  31,  1998,  the  Partnerships  indirectly
participated  in drilling  the  following  wells.  The  Partnerships  do not own
working interests in any of the wells;  therefore,  they did not incur any costs
associated with the drilling activity:

                                                   Revenue
P/ship   Well Name               County      St.   Interest   Type   Status
------   ---------               ------      ---   --------   ----   ------

 I-B     Hunt 36 No. 6           Sutton      TX    .0017      Gas    Prod.

 I-C     Hunt 36 No. 6           Sutton      TX    .0003      Gas    Prod.

 I-D     Graham F No. 3-30       Custer      OK    .0015      Gas    Prod.
         Eyster No. 1-20         Custer      OK    .0087      Gas    Prod.
         Beulah Switzer
           No. 4-18              Blaine      OK    .0009      Gas    Prod.
         Melford No.1-7          Grady       OK    .0004      Gas    Unknown
         Paul A No. 2-34         Garvin      OK    .0041      Gas    Unknown

 I-E     Graham F No. 3-30       Custer      OK    .0047      Gas    Prod.
         Eyster No. 1-20         Custer      OK    .0279      Gas    Prod.
         Beulah Switzer
           No. 4-18              Blaine      OK    .0062      Gas    Prod.
         Melford No.1-7          Grady       OK    .0013      Gas    Unknown
         Paul A No. 2-34         Garvin      OK    .0132      Gas    Unknown

 I-F     Graham F No. 3-30       Custer      OK    .0016      Gas    Prod.
         Eyster No. 1-20         Custer      OK    .0096      Gas    Prod.
         Beulah Switzer
           No. 4-18              Blaine      OK    .0029      Gas    Prod.
         Melford No.1-7          Grady       OK    .0005      Gas    Unknown
         Paul A No. 2-34         Garvin      OK    .0045      Gas    Unknown


      Oil and Gas Production, Revenue, and Price History

      The following tables set 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  Partnerships,
revenues   attributable  to  such   production,   and  certain  price  and  cost
information.  As used in the following tables, direct operating expenses include
lease operating  expenses and production  taxes. In addition,  gas production is
converted to oil 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.



                                       11
<PAGE>



                              Net Production Data

                                I-B Partnership
                                ---------------

                                                  Year Ended December 31,
                                             --------------------------------
                                               1998        1997        1996
                                             --------    --------    --------
Production:
   Oil (Bbls)                                   1,344       2,277       2,297
   Gas (Mcf)                                  115,502     129,776     150,543

Oil and gas sales:
   Oil                                       $ 16,711    $ 43,243    $ 48,565
   Gas                                        224,453     315,039     315,487
                                              -------     -------     -------
     Total                                   $241,164    $358,282    $364,052
                                              =======     =======     =======
Total direct operating
   Expenses                                  $120,760    $136,300    $131,335
                                              =======     =======     =======
Direct operating expenses
   as a percentage of oil
   and gas sales                                 50.1%      38.0%       36.1%

Average sales price:
   Per barrel of oil                         $   12.43     $18.99      $21.14
   Per Mcf of gas                                 1.94       2.43        2.10

Direct operating expenses
   per equivalent Bbl of
   oil                                       $    5.86     $ 5.70      $ 4.80



                                       12
<PAGE>



                              Net Production Data

                                I-C Partnership
                                ---------------

                                            Year Ended December 31,
                                      --------------------------------------
                                         1998         1997           1996
                                      ----------   ----------     ----------
Production:
   Oil (Bbls)                           14,169       25,122           27,537
   Gas (Mcf)                           124,746      178,180          226,820

Oil and gas sales:
   Oil                                $170,811     $469,154       $  554,281
   Gas                                 296,419      482,524          626,815
                                       -------      -------        ---------
     Total                            $467,230     $951,678       $1,181,096
                                       =======      =======        =========
Total direct operating
   Expenses                           $228,138     $311,741       $  241,698
                                       =======      =======        =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         48.8%        32.8%           20.5%

Average sales price:
   Per barrel of oil                    $12.06       $18.68          $20.13
   Per Mcf of gas                         2.38         2.71            2.76

Direct operating expenses
   per equivalent Bbl of
   oil                                  $ 6.53       $ 5.69          $ 3.70



                                       13
<PAGE>



                              Net Production Data

                                I-D Partnership
                                ---------------

                                            Year Ended December 31,
                                  ----------------------------------------
                                    1998            1997           1996
                                  ---------      ----------     ----------
Production:
   Oil (Bbls)                        11,249          18,760         21,291
   Gas (Mcf)                        456,195         510,113        577,657

Oil and gas sales:
   Oil                          $   141,203      $  355,605     $  429,150
   Gas                              920,032       1,189,492      1,383,418
                                  ---------       ---------      ---------
     Total                       $1,061,235      $1,545,097     $1,812,568
                                  =========       =========      =========
Total direct operating
   Expenses                      $  234,481      $  294,350     $  290,848
                                  =========       =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                      22.1%           19.1%          16.0%

Average sales price:
   Per barrel of oil                 $12.55          $18.96         $20.16
   Per Mcf of gas                      2.02            2.33           2.39

Direct operating expenses
   per equivalent Bbl of
   oil                               $ 2.69          $ 2.84         $ 2.47




                                       14
<PAGE>



                              Net Production Data

                                I-E Partnership
                                ---------------

                                            Year Ended December 31,
                                      --------------------------------------
                                         1998          1997          1996
                                      ----------    ----------    ----------
Production:
   Oil (Bbls)                             64,346        77,648        70,998
   Gas (Mcf)                           2,016,034     2,139,704     2,206,082

Oil and gas sales:
   Oil                                $  770,895    $1,462,528    $1,407,716
   Gas                                 3,840,340     4,541,724     4,598,715
                                       ---------     ---------     ---------
     Total                            $4,611,235    $6,004,252    $6,006,431
                                       =========     =========     =========
Total direct operating
   Expenses                           $1,506,844    $1,771,150    $1,706,319
                                       =========     =========     =========

Direct operating expenses
   as a percentage of oil
   and gas sales                           32.7%         29.5%         28.4%

Average sales price:
   Per barrel of oil                      $11.98        $18.84        $19.83
   Per Mcf of gas                           1.90          2.12          2.08

Direct operating expenses
   per equivalent Bbl of
   oil                                    $ 3.76        $ 4.08        $ 3.89




                                       15
<PAGE>



                              Net Production Data

                                I-F Partnership
                                ---------------

                                            Year Ended December 31,
                                 ------------------------------------------
                                    1998            1997            1996
                                 ----------      ----------      ----------
Production:
   Oil (Bbls)                        30,203          38,725          35,577
   Gas (Mcf)                        530,040         571,101         652,692

Oil and gas sales:
   Oil                          $   365,340      $  730,010      $  704,023
   Gas                            1,077,378       1,291,795       1,417,313
                                  ---------       ---------       ---------
     Total                       $1,442,718      $2,021,805      $2,121,336
                                  =========       =========       =========
Total direct operating
   Expenses                      $  668,016      $  683,800      $  758,392
                                  =========       =========       =========

Direct operating expenses
   as a percentage of oil
   and gas sales                      46.3%           33.8%           35.8%

Average sales price:
   Per barrel of oil                 $12.10          $18.85          $19.79
   Per Mcf of gas                      2.03            2.26            2.17

Direct operating expenses
   per equivalent Bbl of
   oil                               $ 5.64          $ 5.11          $ 5.25


      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves  and net present  value  therefrom  as of December  31,  1998.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder  Scott  Company  Petroleum   Engineers  ("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


                                       16
<PAGE>



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 Partnerships'
proved  reserves  was  calculated  on the basis of  current  costs and prices at
December  31,  1998.   Such  prices  were  not   escalated   except  in  certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value  attributable to the Partnerships'  proved reserves do not
necessarily  reflect  market  prices for oil and gas  production  subsequent  to
December 31, 1998. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 1998
will actually be realized for such production.

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





                                       17
<PAGE>



                              Proved Reserves and
                              Net Present Values
                             From Proved Reserves
                          As of December 31, 1998(1)

I-B Partnership:
---------------
   Estimated proved reserves:
     Gas (Mcf)                                                     1,023,624
     Oil and liquids (Bbls)                                            7,353

   Net present value (discounted at 10% per annum)               $   864,782

I-C Partnership:
---------------
   Estimated proved reserves:
     Gas (Mcf)                                                       628,507
     Oil and liquids (Bbls)                                           16,375

   Net present value (discounted at 10% per annum)               $   564,072

I-D Partnership:
---------------
   Estimated proved reserves:
     Gas (Mcf)                                                     1,634,897
     Oil and liquids (Bbls)                                           37,776

   Net present value (discounted at 10% per annum)               $ 1,859,866

I-E Partnership:
---------------
   Estimated proved reserves:
     Gas (Mcf)                                                     9,379,871
     Oil and liquids (Bbls)                                          318,570

   Net present value (discounted at 10% per annum)               $10,462,577

I-F Partnership:
---------------
   Estimated proved reserves:
     Gas (Mcf)                                                     3,035,177
     Oil and liquids (Bbls)                                          149,517

   Net present value (discounted at 10% per annum)               $ 3,233,894
----------

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



                                       18
<PAGE>



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


      Significant Properties

      The following table sets forth certain well and reserves information as of
December  31, 1998 for the basins in which the  Partnerships  own a  significant
amount of  properties.  The table  contains the following  information  for each
significant  basin:  (i) the number of gross and net  wells,  (ii) the number of
wells in which only a  non-working  interest is owned,  (iii) the  Partnership's
total number of wells,  (iv) the number and  percentage of wells operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves,  and (vii) the present value  (discounted at 10% per annum)
of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas Panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Mid-Gulf Coast Basin is located in southern Alabama and  Mississippi,  while
the Permian Basin straddles west Texas and southeast New Mexico.


                                       19
<PAGE>
<TABLE>
<CAPTION>



                                         Significant Properties as of December 31, 1998
                                         ----------------------------------------------

                                                                           Wells
                                                                        Operated by
                                                                         Affiliates        Oil      Gas
                          Gross      Net      Other      Total          ------------    Reserves  Reserves     Present
     Basin                Wells     Wells     Wells(1)   Wells      Number        %       (Bbl)     (Mcf)       Value
------------------        ------   -------    -------    ------     ------     -------- ---------- ----------   -------
<S>                       <C>      <C>        <C>        <C>        <C>         <C>     <C>      <C>         <C>
I-B Partnership:
  Mid-Gulf Coast            8        .19       -           8         -           -%       3,275    647,187   $  560,292
  Permian                  63       2.43       9          72         2           3%       2,410    312,743      241,534

I-C Partnership:
  Anadarko                  7       3.60       -           7         6          86%      11,612    387,780   $  299,748
  Gulf Coast                6        .10       3           9         -           -%       4,131     60,345      110,558
  Mid-Gulf Coast            8        .03       -           8         -           -%         610    121,151      107,851

I-D Partnership:
  Anadarko                 76       2.02      34         110        20          18%       9,971    925,872   $  930,119
  Permian                 408        .66       1         409         -           -%      21,080    510,530      662,484

I-E Partnership:
  Anadarko                 92      10.72      35         127        24          19%      51,576  4,209,115   $4,203,863
  Permian                 419       4.26       1         420         6           1%     101,051  2,978,417    3,818,841
  Gulf Coast              236       9.97       -         236         -           -%     104,838  1,058,720    1,321,424

I-F Partnership:
  Anadarko                 92       4.87      35         127        24          19%      22,990  1,837,411   $1,830,707
  Gulf Coast              236       3.55       -         236         -           -%      37,072    459,762      554,935

---------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.


</TABLE>

                                       20
<PAGE>



      Title to Oil and Gas Properties

      Management believes that the Partnerships have satisfactory title to their
oil and gas properties.  Record title to all of the Partnerships'  properties is
held by either the Partnerships or Geodyne Nominee Corporation,  an affiliate of
the General Partner.

      Title to the  Partnerships'  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 Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.


ITEM 3.     LEGAL PROCEEDINGS

      To the knowledge of the General  Partner,  neither the General Partner nor
the Partnerships or their properties are subject to any litigation,  the results
of which  would  have a  material  effect on the  Partnerships'  or the  General
Partner's financial condition or operations.


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 1998.


PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  1999,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

                                                 Number of
                                 Number of        Limited
               Partnership         Units          Partners
               -----------       ---------      ------------
                   I-B            11,958             791
                   I-C             8,885             758
                   I-D             7,195             746
                   I-E            41,839           2,809
                   I-F            14,321             903


      Units  were  initially  sold for a price of  $1,000.  The  Units are not
traded on any exchange and there is no public trading


                                       21
<PAGE>



market for them.  The  General  Partner is aware of certain  transfers  of Units
between  unrelated  parties,  some of which are facilitated by secondary trading
firms and  matching  services.  In addition,  as further  described  below,  the
General  Partner is aware of certain  "4.9% tender  offers" which have been made
for the Units. The General Partner believes that the transfers between unrelated
parties have been  limited and sporadic in number and volume.  Other than trades
facilitated  by  certain  secondary  trading  firms and  matching  services,  no
organized  trading market for Units exists and none is expected to develop.  Due
to the nature of these  transactions,  the  General  Partner  has no  verifiable
information  regarding prices at which Units have been transferred.  Further,  a
transferee may not become a substitute  Limited  Partner  without the consent of
the General Partner.

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is  obligated  to  annually  issue a  repurchase  offer  which  is  based on the
estimated future net revenues from the Partnerships'  reserves and is calculated
pursuant to the terms of the Partnership  Agreements.  Such repurchase  offer is
recalculated  monthly  in order to reflect  cash  distributions  to the  Limited
Partners and  extraordinary  events.  The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated.  For purpose of
this Annual Report,  a Unit  represents an initial  subscription  of $1,000 to a
Partnership.

                            Repurchase Offer Prices
                            -----------------------

                     1997                            1998                 1999
           --------------------------     --------------------------      ----
           1st    2nd     3rd    4th      1st     2nd    3rd    4th       1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.     Qtr.    Qtr.   Qtr.   Qtr.      Qtr.
------     ----   ----    ----   ----     ----    ----   ----   ----      ----
 I-B       $ 50   $ 49    $ 46   $ 44     $ 38    $ 50   $ 48   $ 44      $ 43
 I-C         13     94      79     79       63      83     79     74        71
 I-D         94    210     177    155      122     193    157    122       104
 I-E        141    183     166    151      134     181    157    137       137
 I-F        127    180     163    148      133     168    152    135       135


      The Partnership Agreements also provide for a right of presentment ("Right
of  Presentment")  whereby the General  Partner is required,  upon  request,  to
purchase up to 10% of a Partnership's  outstanding  Units at a price  calculated
pursuant to the terms of the Partnership Agreements and based on the liquidation
value of the limited  partnership  interest,  with a  reduction  for 70% of cash
distributions  that have been received prior to the transfer of the  partnership
interest. The following table sets forth the Right of Presentment price per Unit
as of the periods indicated.



                                       22
<PAGE>




                          Right of Presentment Prices
                          ---------------------------

                      1997                           1998                 1999
           --------------------------     --------------------------      ----
           1st    2nd     3rd    4th      1st     2nd    3rd    4th       1st
P/ship     Qtr.   Qtr.    Qtr.   Qtr.     Qtr.    Qtr.   Qtr.   Qtr.      Qtr.
------     ----   ----    ----   ----     ----    ----   ----   ----      ----
 I-B       $ 55   $ 52    $ 48   $ 46     $ 42    $ 51   $ 49   $ 46      $ 46
 I-C         45    120      94     94       83      89     86     83        80
 I-D        153    267     206    191      168     208    183    158       145
 I-E        173    212     178    168      156     187    170    156       156
 I-F        159    209     176    166      155     176    165    153       153

      In addition to the  repurchase  offer and Right of  Presentment  described
above, the  Partnerships  have been subject to "4.9% tender offers" from several
third parties during 1997 and 1998. The General  Partner does not know the terms
of these  offers or the prices  received by the Limited  Partners  who  accepted
these offers.


      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from the sale of oil and gas  production and cash  requirements  of the
Partnership.  Distributable cash is determined by the General Partner at the end
of each calendar  quarter and distributed to the Limited Partners within 45 days
after the end of the quarter.  Distributions are restricted to cash on hand less
amounts  required  to be  retained  out of such cash as  determined  in the sole
judgment of the General  Partner to pay costs,  expenses,  or other  Partnership
obligations whether accrued or anticipated to accrue. In certain instances,  the
General  Partner may not distribute the full amount of cash receipts which might
otherwise be available  for  distribution  in an effort to equalize or stabilize
the amounts of quarterly  distributions.  Any available  amounts not distributed
are  invested  and the  interest  or income  thereon is for the  accounts of the
Limited Partners.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1997 and 1998 and the first quarter of 1999:



                                       23
<PAGE>




                              Cash Distributions
                              ------------------


                                    1997
                  ---------------------------------------------
                    1st         2nd          3rd        4th
      P/ship        Qtr.(1)    Qtr.(2)     Qtr.(1)     Qtr.(3)
      ------      ---------    -------    --------    ---------

       I-B        $  .84       $ 3.60     $ 3.26       $ 1.84
       I-C         24.54        22.29      14.29            -
       I-D         43.50        54.48      35.52        21.68
       I-E         18.71        31.43      17.23        15.32
       I-F         20.11        30.10      17.18        14.52



                                    1998                             1999
                  ---------------------------------------------   ---------
                    1st         2nd         3rd         4th         1st
      P/ship       Qtr.(3)      Qtr.(4)     Qtr.(4)     Qtr.        Qtr.
      ------      --------     --------   ---------   ---------   ---------

       I-B        $ 6.10       $ 2.76     $ 2.34      $ 4.10      $ 1.09
       I-C         15.87        12.27       4.73        4.28        3.71
       I-D         33.22        47.67      35.72       35.44       18.07
       I-E         16.92        32.34      24.14       20.58         -
       I-F         14.66        37.71      16.41       16.69         -

--------------------------
(1)   Amount of cash  distribution  for the I-C, I-D, I-E, and I-F  Partnerships
      includes proceeds from the sale of certain oil and gas properties.
(2)   Amount of cash distribution for the I-C Partnership includes proceeds from
      the sale of certain oil and gas properties.
(3)   Amount of cash distribution includes proceeds from the sale of certain oil
      and gas properties.
(4)   Amount  of  cash  distribution  for the  I-D,  I-E,  and I-F  Partnerships
      includes proceeds from the sale of certain oil and gas properties.



                                       24
<PAGE>




ITEM 6.     SELECTED FINANCIAL DATA

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




                                       25
<PAGE>
<TABLE>
<CAPTION>




                                                 Selected Financial Data

                                                     I-B Partnership
                                                     ---------------

                                     1998             1997             1996             1995             1994
                                 ------------     ------------     ------------     ------------     ------------

<S>                              <C>              <C>             <C>                <C>            <C>       
Oil and Gas Sales                 $241,164         $358,282        $364,052           $254,050       $  453,021
Net Income (Loss):
  Limited Partners                  13,681           81,083          99,324          ( 376,689)     (    53,126)
  General Partner                    2,834            7,989           7,877          (   1,776)           9,616
  Total                             16,515           89,072         107,201          ( 378,465)     (    43,510)
Limited Partners' Net
  Income (Loss) per Unit              1.14             6.78            8.31          (   31.50)     (      4.44)
Limited Partners' Cash
  Distributions per
  Unit                               15.30             9.54            6.53              11.12            20.82
Total Assets                       395,801          556,816         609,137            648,040        1,126,318
Partners' Capital
  (Deficit):
  Limited Partner                  456,037          625,356         658,273            636,949        1,146,638
  General Partner                ( 107,999)       ( 103,542)      ( 102,526)         ( 104,724)     (    95,948)
Number of Units
  Outstanding                       11,958           11,958          11,958             11,958           11,958



</TABLE>
                                       26
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                     I-C Partnership
                                                     ---------------

                                     1998             1997             1996             1995             1994
                                 ------------     ------------     ------------     ------------     ------------
<S>                              <C>              <C>             <C>                <C>             <C>       
Oil and Gas Sales                 $467,230         $951,678        $1,181,096         $808,435        $1,042,630
Net Income (loss):
  Limited Partners               (   7,583)         471,807           699,745          118,612           321,969
  General Partner                    6,137           27,253            38,944           20,456            27,850
  Total                          (   1,446)         499,060           738,689          139,068           349,819
Limited Partners' Net
  Income (loss) per Unit         (     .85)           53.10             78.76            13.35             36.24
Limited Partners' Cash
  Distributions per
  Unit                               37.15            61.12             74.62            48.96             61.34
Total Assets                       359,321          717,731           781,470          780,070         1,096,208
Partners' Capital
  (Deficit):
  Limited Partners                 428,913          766,496           837,689          800,944         1,117,332
  General Partner                (  96,039)       (  89,189)      (    85,499)       (  66,308)      (    63,764)
Number of Units
  Outstanding                        8,885            8,885             8,885            8,885             8,885



</TABLE>


                                       27
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

                                                     I-D Partnership
                                                     ---------------

                                     1998             1997             1996             1995             1994
                                 ------------     ------------     ------------     ------------     ------------

<S>                              <C>              <C>             <C>                <C>              <C>       
Oil and Gas Sales                 $1,061,235       $1,545,097      $1,812,568        $1,237,419       $1,738,315
Net Income:
  Limited Partners                   762,614          845,470       1,114,924           516,300          780,423
  General Partner                    148,669          173,924         219,180           135,487          193,738
  Total                              911,283        1,019,394       1,334,104           651,787          974,161
Limited Partners' Net
  Income per Unit                     105.99           117.51          154.96             71.76           108.47
Limited Partners' Cash
  Distributions per
  Unit                                152.05           155.18          143.86            100.77           139.69
Total Assets                         973,693        1,349,059       1,605,063         1,594,441        1,833,702
Partners' Capital
  (Deficit):
  Limited Partners                   959,607        1,290,993       1,540,523         1,460,599        1,669,299
  General Partner                (    53,161)     (    27,560)    (     4,248)           17,993            9,506
Number of Units
  Outstanding                          7,195            7,195           7,195             7,195            7,195



</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                     I-E Partnership
                                                     ---------------

                                     1998             1997             1996             1995             1994
                                 ------------     ------------     ------------     ------------     ------------

<S>                              <C>              <C>              <C>              <C>             <C>        
Oil and Gas Sales                 $4,611,235       $6,004,252       $6,006,431       $4,777,881      $ 6,455,258
Net Income:
  Limited Partners                 1,929,509        2,342,934        2,660,067          316,558        1,400,859
  General Partner                    548,239          568,504          602,481          368,023          369,587
  Total                            2,477,748        2,911,438        3,262,548          684,581        1,770,446
Limited Partners' Net
  Income per Unit                      46.12            56.00            63.58             7.57            33.48
Limited Partners' Cash
  Distributions per
  Unit                                 93.98            82.69            68.19            51.15            73.03
Total Assets                       5,425,656        7,486,793        8,572,514        8,957,340       11,037,156
Partners' Capital
  (Deficit):
  Limited Partners                 5,180,972        7,183,463        8,300,529        8,493,462       10,316,904
  General Partner                (   232,100)     (   228,434)     (   113,140)     (    54,687)    (    115,710)
Number of Units
  Outstanding                         41,839           41,839           41,839           41,839           41,839



</TABLE>

                                       29
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                     I-F Partnership
                                                     ---------------

                                     1998             1997             1996             1995             1994
                                 ------------     ------------     ------------     ------------     ------------

<S>                              <C>              <C>              <C>              <C>              <C>       
Oil and Gas Sales                 $1,442,718       $2,021,805       $2,121,336       $1,762,969       $2,402,053
Net Income:
  Limited Partners                   212,910          737,319          883,367           37,379          540,094
  General Partner                    140,360          183,677          198,724          117,455          138,915
  Total                              353,270          920,996        1,082,091          154,834          679,009
Limited Partners' Net
  Income per Unit                      14.87            51.49            61.68             2.61            37.71
Limited Partners' Cash
  Distributions per
  Unit                                 85.47            81.91            67.10            55.51            71.91
Total Assets                       1,858,973        2,566,820        2,982,983        3,124,394        3,878,707
Partners' Capital
  (Deficit):
  Limited Partners                 1,398,889        2,409,979        2,845,660        2,923,293        3,680,914
  General Partner                (    94,547)     (    59,811)     (    59,110)     (    25,679)     (    33,134)
Number of Units
  Outstanding                         14,321           14,321           14,321           14,321           14,321


</TABLE>

                                       30
<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 Partnerships.

      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 most important  variable  affecting the Partnerships'  revenues is the
prices  received for the sale of oil and gas.  Predicting  future  prices is not
possible.  Concerning  past trends,  average  yearly  wellhead gas prices in the
United States have been volatile for a number of years.  For the past ten years,
such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the lower half of the 10-year  average  range  described
above.

      Substantially  all of the Partnerships' 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 Partnerships'  gas decreased from  approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. Such prices


                                       31
<PAGE>



were on an MMBTU  basis and differ  from the  prices  actually  received  by the
Partnerships due to  transportation  and marketing  costs, BTU adjustments,  and
regional  price  and  quality  differences.  Continued  very low oil  prices  as
discussed  below may cause downward  pressure on gas prices due to some users of
gas converting to oil as a cheaper fuel alternative.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel range.  Due to global  consumption and supply trends
over the last year as well as a drop in Asian energy demand, oil prices over the
past  year  have  reached  historically  low  levels,  dropping  to  as  low  as
approximately  $9.25  per  barrel.  It is not  known  whether  this  trend  will
continue.  Prices for the Partnerships' oil decreased from approximately  $16.25
per barrel at December  31, 1997 to  approximately  $9.50 per barrel at December
31, 1998.

      Future prices for both oil and gas will likely be different  from (and may
be lower than) the prices in effect on December 31, 1998.  Management  is unable
to predict whether future oil and gas prices will (i) stabilize,  (ii) increase,
or (iii) decrease.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point,   production  physically  ceases  or  becomes  no  longer  economic.  The
Partnerships  are not  acquiring  additional  oil and  gas  properties,  and the
existing  properties  are not  experiencing  significant  additional  production
through drilling or other capital  projects.  Therefore,  volumes of oil and gas
produced  naturally  decline  from  year to  year.  While  it is  difficult  for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

      Despite this general trend of declining  production,  several  factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given  period.  These factors  include,  but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously  shut-in  wells) due
to low  oil  and gas  prices,  mechanical  difficulties,  loss  of a  market  or
transportation, or performance of workovers,  recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by purchasers of the production,  (iv) ownership  adjustments in accordance
with  agreements  governing  the  operation  or  ownership  of the well (such as
adjustments  that occur at payout),  and (v)  completion  of  enhanced  recovery
projects which increase  production for the well. Many of these factors are very
significant as related to a single well or as related to many wells over a short
period of time. However, due to the large


                                       32
<PAGE>



number of wells  owned by the  Partnerships,  these  factors are  generally  not
material as  compared to the normal  decline in  production  experienced  on all
remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales,  less lease operating  expenses and production taxes) is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 1998 as compared to the year ended  December  31, 1997 and for the
year ended December 31, 1997 as compared to the year ended December 31, 1996.

                                I-B Partnership
                                ---------------

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

      Total oil and gas sales decreased  $117,118 (32.7%) in 1998 as compared to
1997. Of this decrease,  approximately $18,000 and $34,000,  respectively,  were
related to decreases in volumes of oil and gas sold and approximately $9,000 and
$56,000,  respectively,  were related to decreases in the average  prices of oil
and gas sold.  Volumes of oil and gas sold decreased 933 barrels and 14,274 Mcf,
respectively,  in 1998 as compared to 1997.  The decrease in volumes of oil sold
resulted primarily from (i) the sale of one significant well in 1997, (ii) prior
period volume  adjustments  made by the purchaser during 1998 on one significant
well, and (iii) normal  declines in  production.  The decrease in volumes of gas
sold resulted primarily from (i) the sale of two significant wells in 1997, (ii)
normal declines in production, and (iii) the shutting-in of one significant well
during 1998 due to mechanical problems.  Average oil and gas prices decreased to
$12.43  per  barrel  and $1.94 per Mcf,  respectively,  in 1998 from  $18.99 per
barrel and $2.43 per Mcf, respectively, in 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $15,540 (11.4%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from (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  associated  with the decrease in oil and gas sales.  As a
percentage of oil and gas sales,  these expenses increased to 50.1% in 1998 from
38.0% in 1997.  This  percentage  increase was primarily due to the decreases in
the average prices of oil and gas sold.



                                       33
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $17,748 (25.5%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from (i) the decreases in volumes of oil and gas sold and (ii) upward
revisions in the estimates of remaining gas reserves at December 31, 1998. These
decreases  were partially  offset by (i) downward  revisions in the estimates of
remaining oil reserves at December 31, 1998 and (ii) one significant  well being
fully  depleted in 1998 due to the lack of remaining oil and gas reserves.  As a
percentage  of oil and gas sales,  this expense  increased to 21.5% in 1998 from
19.5% in 1997.  This  percentage  increase was primarily due to the decreases in
the average prices of oil and gas sold.

      The I-B  Partnership  recognized  a non-cash  charge  against  earnings of
$19,726 in the first quarter of 1997. Of this amount, $17,233 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $2,493 was related to the  writing-off of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in  the  I-B
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charge was necessary in 1998.

      General and  administrative  expenses  decreased $9,000 (14.5%) in 1998 as
compared to 1997.  This decrease was primarily due to a reduction in general and
administrative  overhead  charged by the  General  Partner as limited by the I-B
Partnership's Partnership Agreement. As a percentage of oil and gas sales, these
expenses increased to 22.1% in 1998 from 17.4% in 1997. This percentage increase
was primarily due to the decrease in oil and gas sales,  partially offset by the
dollar decrease in general and administrative expenses.

      The Limited Partners have received cash distributions through December 31,
1998   totaling   $6,727,527  or  56.26%  of  the  Limited   Partners'   capital
contributions.


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

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Any decrease in oil and gas sales caused by decreases of  approximately
$44,000 and $5,000,  respectively,  related to  decreases in volumes of gas sold
and the  average  price of oil sold was  substantially  offset by an increase of
approximately  $43,000  related to an increase in the average price of gas sold.
Volumes of oil and gas sold  decreased 20 barrels and 20,767 Mcf,  respectively,
in 1997 as compared to 1996.  Average oil prices  decreased to $18.99 per barrel
in 1997 from



                                       34
<PAGE>



$21.14 per barrel in 1996.   Average  gas prices  increased  to $2.43 per Mcf in
1997 from $2.10 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $4,965  (3.8%) in 1997 as compared to 1996.  This
increase  resulted  primarily from  recompletion  expenses  incurred on one well
during 1997, partially offset by the decrease in volumes of gas sold in 1997. As
a percentage  of oil and gas sales,  these  expenses  increased to 38.0% in 1997
from 36.1% in 1996.  This  percentage  increase was  primarily  due to the fixed
nature of certain lease operating expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $6,363  (10.0%) in 1997 as compared to 1996.  This increase  resulted
primarily from a downward  revision in the estimate of remaining gas reserves at
December  31, 1997,  partially  offset by the decrease in volumes of oil and gas
sold in 1997.  As a percentage of oil and gas sales,  this expense  increased to
19.5% in 1997 from 17.4% in 1996. This percentage  increase was primarily due to
the dollar  decrease in  depreciation,  depletion,  and  amortization  discussed
above.

      The I-B  Partnership  recognized  a non-cash  charge  against  earnings of
$19,726 in the first quarter of 1997. Of this amount, $17,233 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $2,493 was related to the  writing-off of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination  that it is unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in  the  I-B
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as compared to 1996. As a percentage of oil and gas sales,  these  expenses also
remained relatively constant at 17.4% in 1997 and 17.3% in 1996.

                                I-C Partnership
                                ---------------

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

      Total oil and gas sales decreased  $484,448 (50.9%) in 1998 as compared to
1997. Of this decrease,  approximately $205,000 and $145,000, respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $94,000
and $41,000,  respectively,  were related to decreases in the average  prices of
oil and gas sold. Volumes of oil and gas sold decreased 10,953



                                       35
<PAGE>



barrels and 53,434 Mcf, respectively,  in 1998 as compared to 1997. The decrease
in volumes of oil sold resulted primarily from (i) normal declines in production
and (ii) the sale of one  significant  well in 1997.  The decrease in volumes of
gas sold resulted primarily from normal declines in production.  Average oil and
gas prices  decreased to $12.06 per barrel and $2.38 per Mcf,  respectively,  in
1998 from $18.68 per barrel and $2.71 per Mcf, respectively, in 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $83,603 (26.8%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from (i) a decrease in lease  operating  expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production  taxes  associated with the decrease in oil and gas sales,  and (iii)
workover  expenses  incurred  on several  wells in 1997 in order to improve  the
recovery  of  reserves.  These  decreases  were  partially  offset by repair and
maintenance  expenses on several  wells during 1998.  As a percentage of oil and
gas sales,  these expenses  increased to 48.8% in 1998 from 32.8% in 1997.  This
percentage  increase was primarily due to the decreases in the average prices of
oil and gas sold and the repair and maintenance expenses in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $100,410  (173.0%)  in 1998 as compared to 1997.  This  increase  was
primarily  due to a downward  revision in the estimate of remaining  oil and gas
reserves on two significant  wells in 1998,  which increase was partially offset
by the  decreases in volumes of oil and gas sold. As a percentage of oil and gas
sales,  this  expense  increased  to  33.9%  in 1998  from  6.1% in  1997.  This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion,  and  amortization and the decreases in the average prices of oil and
gas sold.

      The I-C  Partnership  recognized  a non-cash  charge  against  earnings of
$4,679 in the first quarter of 1997 primarily  related to the decline in oil and
gas prices used to determine the  recoverability  of proved oil and gas reserves
at March 31, 1997. No similar charge was necessary in 1998.

      General and  administrative  expenses decreased $20,515 (19.3%) in 1998 as
compared to 1997.  This decrease was primarily due to a reduction in general and
administrative  overhead  charged by the  General  Partner as limited by the I-C
Partnership's Partnership Agreement. As a percentage of oil and gas sales, these
expenses increased to 18.4% in 1998 from 11.2% in 1997. This percentage increase
was primarily due to the decrease in oil and gas sales,  partially offset by the
dollar decrease in general and administrative expenses.

      The Limited Partners have received cash distribution  through December 31,
1998   totaling   $8,211,300  or  92.42%  of  the  Limited   Partners'   capital
contributions.


                                       36
<PAGE>




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


      Total oil and gas sales decreased  $229,418 (19.4%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $49,000  and  $134,000,  respectively,
related to  decreases in volumes of oil and gas sold and  approximately  $36,000
and $9,000,  respectively,  related to decreases in the average price of oil and
gas sold.  Volumes of oil and gas sold  decreased  2,415 barrels and 48,640 Mcf,
respectively,  in 1997 as compared to 1996.  The decrease in volumes of gas sold
resulted  primarily  from (i) normal  declines in production and (ii) a positive
prior period volume  adjustment made by a purchaser on one  significant  well in
1996.  Average  prices of oil and gas sold  decreased  to $18.68  per barrel and
$2.71 per Mcf,  respectively,  in 1997 from $20.13 per barrel and $2.76 per Mcf,
respectively in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $70,043 (29.0%) in 1997 as compared to 1996. This
increase resulted primarily from workover expenses incurred on three significant
wells in 1997 in order to improve the recovery of reserves,  which  increase was
partially offset by (i) the decreases in volumes of oil and gas sold in 1997 and
(ii) 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 32.8%
in 1997 from 20.5% in 1996.  This  percentage  increase was primarily due to the
increase in workover expenses and the decrease in oil and gas sales in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
remained relatively constant in 1997 as compared to 1996. As a percentage of oil
and gas sales,  this expense  increased to 6.1% in 1997 from 4.9% in 1996.  This
percentage  increase was  primarily  due to the decrease in the average price of
gas sold in 1997.

      Capital expenditures  incurred by the I-C Partnership increased $99,534 in
1997 as compared to 1996. This increase resulted primarily from the recompletion
in 1997 of the Ratzlaff No. 2 well located in Major  County,  Oklahoma.  The I-C
Partnership has a 100% well interest in the Ratzlaff No. 2 well.

      The I-C  Partnership  recognized  a non-cash  charge  against  earnings of
$4,679 in the first quarter of 1997 primarily  related to the decline in oil and
gas prices used to determine the  recoverability  of proved oil and gas reserves
at March 31, 1997. No similar charge was necessary in 1996.



                                       37
<PAGE>



      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
increased to 11.2% in 1997 from 9.1% in 1996. This percentage  increase resulted
from the decrease in oil and gas sales discussed above.

                                I-D Partnership
                                ---------------

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

      Total oil and gas sales decreased  $483,862 (31.3%) in 1998 as compared to
1997. Of this decrease,  approximately $142,000 and $126,000, respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $72,000
and $144,000,  respectively,  were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 7,511 barrels and 53,918
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted  primarily from (i) the sale of several wells during 1997 and 1998
and (ii) normal  declines  in  production.  The  decrease in volumes of gas sold
resulted  primarily  from (i) normal  declines in  production  and (ii) positive
prior period volume  adjustments  made by the purchasers  during 1997 on several
wells.  Average oil and gas prices  decreased to $12.55 per barrel and $2.02 per
Mcf,  respectively,   in  1998  from  $18.96  per  barrel  and  $2.33  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  I-D
Partnership  sold  certain  oil and gas  properties  in 1998  and  recognized  a
$260,624  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the I-D Partnership recognizing similar gains totaling $24,113.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $59,869 (20.3%) in 1998 as compared to 1997. This
decrease  resulted   primarily  from  (i)  workover  expenses  incurred  on  two
significant  wells  during 1997 in order to improve the recovery of reserves and
(ii) 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 22.1%
in 1998 from 19.1% in 1997.  This  percentage  increase was primarily due to the
decreases  in the average  prices of oil and gas sold,  partially  offset by the
1997 workover expenses.

      Depreciation,  depletion,  and  amortization  of oil and gas  properties
decreased  $14,888 (13.2%) in 1998 as compared to 1997. This decrease resulted
primarily  from the  decreases in volumes of oil and gas sold. As a percentage
of oil and gas sales, this expense increased to 9.2% in 1998 from 7.3% in 1997.



                                       38
<PAGE>



This  percentage  increase  was  primarily  due  to the decreases in the average
prices of oil and gas sold.

      The I-D  Partnership  recognized  a non-cash  charge  against  earnings of
$61,790 in the first quarter of 1997. Of this amount, $12,290 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $49,500 was related to the writing off of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in  the  I-D
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1998.

      General and  administrative  expenses  decreased  $1,650 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 8.5% in 1998 from 5.9% in 1997. This percentage increase was primarily due to
the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1998  totaling   $14,008,175  or  194.70%  of  the  Limited   Partners'  capital
contributions.


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


      Total oil and gas sales decreased  $267,471 (14.8%) in 1997 as compared to
1996. Of this decrease,  approximately $51,000 and $161,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $23,000
and $31,000,  respectively,  were related to decreases in the average  prices of
oil and gas sold. Volumes of oil and gas sold decreased 2,531 barrels and 67,544
Mcf, respectively,  in 1997 as compared to 1996. The decreases in volumes of oil
and gas sold resulted  primarily from the shutting-in of two  significant  wells
due to workovers during 1997. Average oil and gas prices decreased to $18.96 per
barrel and $2.33 per Mcf, respectively, in 1997 from $20.16 per barrel and $2.39
per Mcf, respectively, in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $3,502  (1.2%) in 1997 as compared to 1996.  This
increase  resulted  primarily from workover expenses incurred on two significant
wells during 1997 in order to improve the recovery of reserves,  which  increase
was partially offset by (i) the decreases in volumes of oil and gas sold in 1997
and (ii) 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
19.1% in 1997 from 16.0% in



                                       39
<PAGE>



1996.  This percentage increase was primarily due to the decrease in the average
price of oil and gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $35,605 (24.0%) in 1997 as compared to 1996.  This decrease  resulted
primarily  from (i) the decrease in volumes of oil and gas sold in 1997 and (ii)
an upward  revision in the  estimate of  remaining  oil reserves at December 31,
1997.  As a percentage of oil and gas sales,  this expense  decreased to 7.3% in
1997 from 8.2% in 1996. This percentage decrease was primarily due to the dollar
decrease in depreciation, depletion, and amortization.

      The I-D  Partnership  recognized  a non-cash  charge  against  earnings of
$61,790 in the first quarter of 1997. Of this amount, $12,290 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $49,500 was related to the writing off of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination  that it is unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in  the  I-D
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 5.9% in 1997 and 5.1% in 1996.

                                I-E Partnership
                                ---------------

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

      Total oil and gas sales decreased  $1,393,017  (23.2%) in 1998 as compared
to 1997. Of this decrease,  approximately  $251,000 and $262,000,  respectively,
were related to  decreases in the volumes of oil and gas sold and  approximately
$441,000 and  $439,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 13,302 barrels
and 123,670  Mcf,  respectively,  in 1998 as compared to 1997.  The  decrease in
volumes of oil sold resulted primarily from (i) the sale of several wells during
1997 and 1998 and (ii) normal declines in production. Average oil and gas prices
decreased  to $11.98 per barrel  and $1.90 per Mcf,  respectively,  in 1998 from
$18.84 per barrel and $2.12 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  I-E
Partnership sold certain oil and gas properties in 1998 and



                                       40
<PAGE>


recognized  a  $1,154,155  gain on such sales.  Sales of oil and gas  properties
during 1997 resulted in the I-E Partnership  recognizing  similar gains totaling
$120,840.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $264,306 (14.9%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from (i) a decrease in lease  operating  expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production  taxes  associated with the decrease in oil and gas sales,  and (iii)
workover  expenses incurred on several wells during 1997 in order to improve the
recovery of  reserves.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 32.7% in 1998 from 29.5% 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
increased  $27,597  (3.8%) in 1998 as compared to 1997.  This increase  resulted
primarily  from  downward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 1998 on several  significant  wells, which increase was
partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a
percentage  of oil and gas sales,  this expense  increased to 16.4% in 1998 from
12.1% in 1997.  This  percentage  increase was primarily due to the decreases in
the average prices of oil and gas sold.

      The I-E  Partnership  recognized  a non-cash  charge  against  earnings of
$547,048 in the fourth  quarter of 1998.  This charge was  necessary  due to the
unamortized  costs of one field  exceeding  the expected  future cash flows from
that field.  During the first quarter of 1997, a non-cash charge of $291,690 was
also recognized.  Of this amount,  $59,728 was related to the decline in oil and
gas prices used to determine the  recoverability  of proved oil and gas reserves
at March 31,  1997 and  $231,962  was  related to the  writing-off  of  unproved
properties.  These  unproved  properties  were  written off based on the General
Partner's  determination  that it was  unlikely  that such  properties  would be
developed due to low oil and gas prices and provisions in the I-E  Partnership's
Partnership Agreement which limit the level of permissible drilling activity.

      General and  administrative  expenses  decreased  $9,384 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.2% in 1998 from 8.8% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1998  totaling   $53,668,552  or  128.27%  of  the  Limited   Partners'  capital
contributions.



                                       41
<PAGE>




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

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Decreases of approximately $138,000 and $77,000, respectively,  related
to  decreases  in  volumes  of gas sold and the  average  price of oil sold were
substantially  offset  by  increases  of  approximately  $132,000  and  $86,000,
respectively,  related to increases in volumes of oil sold and the average price
of gas sold.  Volumes of oil sold  increased  6,650 barrels while volumes of gas
sold  decreased  66,378  Mcf in 1997 as  compared  to 1996.  Average  oil prices
decreased  to $18.84 per barrel in 1997 from $19.83 per barrel in 1996.  Average
gas prices increased to $2.12 per Mcf in 1997 from $2.08 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $64,831 (3.8%) in 1997 as compared to 1996.  This
increase resulted  primarily from workover or recompletion  expenses incurred on
four significant wells during 1997 in order to improve the recovery of reserves.
As a percentage of oil and gas sales,  these expenses increased to 29.5% in 1997
from 28.4% in 1996.  This  percentage  increase was  primarily due to the dollar
increase  in oil and gas  production  expenses  and the  decrease in the average
price of oil sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $112,826 (13.4%) in 1997 as compared to 1996. This decrease  resulted
primarily  from upward  revisions in the  estimates of remaining gas reserves at
December 31, 1997. As a percentage of oil and gas sales,  this expense decreased
to 12.1% in 1997 from 14.0% in 1996. This percentage  decrease was primarily due
to the dollar decrease in  depreciation,  depletion,  and  amortization  and the
increase in the average price gas sold in 1997.

      The I-E  Partnership  recognized  a non-cash  charge  against  earnings of
$291,690 in the first  quarter of 1997.  Of this amount,  $59,728 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $231,962  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the  General  Partner's  determination  that it is  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the I-E Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 8.8% in both 1997 and 1996.


                                       42
<PAGE>




                                I-F Partnership
                                ---------------

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

      Total oil and gas sales decreased  $579,087 (28.6%) in 1998 as compared to
1997. Of this decrease,  approximately $161,000 and $93,000, respectively,  were
related to decreases in volumes of oil and gas sold and  approximately  $204,000
and $122,000,  respectively,  were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 8,522 barrels and 41,061
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted primarily from (i) normal declines in production, (ii) the sale of
several wells during 1997 and 1998, and (iii) the shutting-in of one significant
well during 1998 for repairs. Average oil and gas prices decreased to $12.10 per
barrel and $2.03 per Mcf, respectively, in 1998 from $18.85 per barrel and $2.26
per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital   Resources"  below,  the  I-F
Partnership  sold  certain  oil and gas  properties  in 1998  and  recognized  a
$380,920  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the I-F Partnership recognizing similar gains totaling $76,108.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $15,784 (2.3%) in 1998 as compared to 1997.  This
decrease  resulted  primarily  from (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  associated  with the decrease in oil and gas sales,  which
decreases were partially offset by workover  expenses  incurred on several wells
during 1998 in order to improve the recovery of reserves. As a percentage of oil
and gas sales,  these  expenses  increased  to 46.3% in 1998 from 33.8% 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  $3,146  (1.2%) in 1998 as compared to 1997.  This  decrease  resulted
primarily from the decreases in volumes of oil and gas sold,  which decrease was
partially offset by downward revisions in the estimates of remaining oil and gas
reserves at December 31, 1998 on several  significant  wells. As a percentage of
oil and gas sales,  this expense  increased to 17.7% in 1998 from 12.8% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      The I-F  Partnership  recognized a non-cash  charge against  earnings of
$382,925 in the fourth quarter of 1998.  This charge


                                       43
<PAGE>



was necessary due to the  unamortized  costs of one field exceeding the expected
future cash flows from that field.  During the first quarter of 1997, a non-cash
charge of $114,631 was also recognized.  Of this amount,  $20,908 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March 31,  1997 and $93,723 was related to the writing
off of unproved properties.  These unproved properties were written off based on
the General  Partner's  determination  that it was unlikely that such properties
would be  developed  due to low oil and gas  prices  and  provisions  in the I-F
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity.

      General and  administrative  expenses  decreased  $3,477 (1.9%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 12.3% in 1998 from 8.9% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1998  totaling   $17,986,664  or  125.60%  of  the  Limited   Partners'  capital
contributions.


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

      Total oil and gas sales  decreased  $99,531  (4.7%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $177,000  was related to a decrease in
volumes of gas sold and $36,000  was related to a decrease in the average  price
of oil sold, which decreases were partially offset by increases of approximately
$62,000  related to an increase in volumes of oil sold and $51,000 related to an
increase in the average price of gas sold.  Volumes of oil sold increased  3,148
barrels in 1997 as compared to 1996 while volumes of gas sold  decreased  81,591
Mcf in 1997 as compared  to 1996.  Average  oil prices  decreased  to $18.85 per
barrel in 1997 from $19.79 per barrel in 1996.  Average gas prices  increased to
$2.26 per Mcf in 1997 from $2.17 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $74,592 (9.8%) in 1997 as compared to 1996.  This
decrease resulted primarily from (i) the decrease in volumes of gas sold in 1997
and (ii) a decrease in production  taxes associated with the decrease in oil and
gas sales.  As a percentage of oil and gas sales,  these  expenses  decreased to
33.8% in 1997 from 35.8% in 1996. This percentage  decrease was primarily due to
the decrease in oil and gas production  expenses and the increase in the average
price of gas sold in 1997.




                                       44
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $13,158  (4.9%) in 1997 as compared to 1996.  This decrease  resulted
primarily  from (i) the  decrease in volumes of gas sold in 1997 and (ii) upward
revisions in the  estimates of remaining gas reserves at December 31, 1997. As a
percentage  of oil and gas sales,  this  expense  remained  constant  in 1997 as
compared to 1996.

      The I-F  Partnership  recognized  a non-cash  charge  against  earnings of
$114,631 in the first  quarter of 1997.  Of this amount,  $20,908 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March 31,  1997 and $93,723 was related to the writing
off of unproved properties.  These unproved properties were written off based on
the General  Partner's  determination  that it is unlikely that such  properties
would be  developed  due to low oil and gas  prices  and  provisions  in the I-F
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and administrative  expenses remained  relatively constant in 1997
as  compared  to 1996.  As a  percentage  of oil and gas sales,  these  expenses
remained relatively constant at 8.9% in 1997 and 8.6% in 1996.



      Average Sales Prices, Production Volumes and Average Production Costs

      The following  tables are  comparisons  of the annual  average oil and gas
sales prices,  production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 1998,  1997, and 1996.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                       45
<PAGE>



                             1998 Compared to 1997
                             ---------------------

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship                 1998                    1997              % Change
------          ------------------      ------------------      -----------
                  Oil        Gas          Oil        Gas
                ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil    Gas
                -------    -------      -------    -------      ---   -----

 I-B            $12.43     $ 1.94       $18.99     $2.43        (35%) (20%)
 I-C             12.06       2.38        18.68      2.71        (35%) (12%)
 I-D             12.55       2.02        18.96      2.33        (34%) (13%)
 I-E             11.98       1.90        18.84      2.12        (36%) (10%)
 I-F             12.10       2.03        18.85      2.26        (36%) (10%)


                              Production Volumes
----------------------------------------------------------------------------
 P/ship            1998                    1997                  % Change
--------    --------------------    ---------------------    ---------------
              Oil         Gas        Oil           Gas        Oil       Gas
            (Bbls)       (Mcf)      (Bbls)        (Mcf)      (Bbls)    (Mcf)
            -------    ---------    -------     ---------    ------    -----

  I-B        1,344       115,502     2,277        129,776    (41%)     (11%)
  I-C       14,169       124,746    25,122        178,180    (44%)     (30%)
  I-D       11,249       456,195    18,760        510,113    (40%)     (11%)
  I-E       64,346     2,016,034    77,648      2,139,704    (17%)     ( 6%)
  I-F       30,203       530,040    38,725        571,101    (22%)     ( 7%)


                         Average Production Costs per
                           Equivalent Barrel of Oil
                    --------------------------------------
                    P/ship     1998      1997     % Change
                    ------    -----     -----     --------

                     I-B      $5.86     $5.70        3%
                     I-C       6.53      5.69       15%
                     I-D       2.69      2.84      ( 5%)
                     I-E       3.76      4.08      ( 8%)
                     I-F       5.64      5.11       10%




                                       46
<PAGE>



                             1997 Compared to 1996
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship                 1997                    1996              % Change
------          ------------------      ------------------      ------------
                  Oil        Gas          Oil        Gas
                ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil    Gas
                -------    -------      -------    -------      ---   ------

 I-B            $18.99     $2.43        $21.14     $2.10        (10%)   16%
 I-C             18.68      2.71         20.13      2.76        ( 7%)  ( 2%)
 I-D             18.96      2.33         20.16      2.39        ( 6%)  ( 3%)
 I-E             18.84      2.12         19.83      2.08        ( 5%)    2%
 I-F             18.85      2.26         19.79      2.17        ( 5%)    4%


                              Production Volumes
----------------------------------------------------------------------------
 P/ship            1997                    1996                 % Change
--------    --------------------    ---------------------    ---------------
              Oil         Gas        Oil           Gas        Oil       Gas
            (Bbls)       (Mcf)      (Bbls)        (Mcf)      (Bbls)    (Mcf)
            -------    ---------    -------     ---------    ------    -----

  I-B        2,277       129,776     2,297        150,543     ( 1%)    (14%)
  I-C       25,122       178,180    27,537        226,820     ( 9%)    (21%)
  I-D       18,760       510,113    21,291        577,657     (12%)    (12%)
  I-E       77,648     2,139,704    70,998      2,206,082       9%     ( 3%)
  I-F       38,725       571,101    35,577        652,692       9%     (13%)


                         Average Production Costs per
                           Equivalent Barrel of Oil
                    --------------------------------------
                    P/ship     1997      1996     % Change
                    ------    -----     -----     --------

                     I-B      $5.70     $4.80          19%
                     I-C       5.69      3.70          54%
                     I-D       2.84      2.47          15%
                     I-E       4.08      3.89           5%
                     I-F       5.11      5.25         ( 3%)





                                       47
<PAGE>



      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 Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are  improved,  or where  methods are  employed  to permit more  efficient
recovery of reserves,  thereby resulting in a positive economic impact. Assuming
1998  production  levels for future  years,  the  Partnerships'  proved  reserve
quantities at December 31, 1998 would have the following remaining lives:

                  Partnership       Gas-Years      Oil-Years
                  -----------       ---------      ---------

                      I-B              8.9            5.5
                      I-C              5.0            1.2
                      I-D              3.6            3.4
                      I-E              4.7            5.0
                      I-F              5.7            5.0


      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been  spent on oil and gas  properties.  The I-C  Partnership
incurred  capital  expenditures  of  $100,573 in 1997  primarily  related to the
recompletion of the Ratzlaff No. 2 well located in Major County,  Oklahoma.  The
I-C Partnership has a 100% working  interest in the Ratzlaff No. 2 well.  During
1998, the third party operator of the State Lease 8191 No. 4 well in St. Bernard
Parish,  Louisiana charged the I-E and I-F Partnerships for capital expenditures
of $768,063 and $537,644,  respectively.  These costs were allegedly incurred by
the  operator in drilling  this well for the  purpose of  relieving  pressure in
another well which suffered a blowout during a workover  attempt.  This new well
was completed as a producing gas well. For financial reporting  purposes,  these
charges have been recorded as capital costs.

      There should be no further material  capital resource  commitments for any
of the Partnerships in the future.  Occasional  expenditures by the Partnerships
for new wells or well completions or workovers, however, may reduce or eliminate
cash available for a particular  quarterly cash  distribution.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas production.

      The Partnerships sold certain oil and gas properties during 1997 and 1998.
The sale of the  Partnerships'  properties was made by the General Partner after
giving  due  consideration  to both the offer  price and the  General  Partner's
estimate of the property's remaining proved reserves and future operating costs.
Net proceeds from the sale of any such properties were included in



                                       48
<PAGE>



the  calculation  of  the  Partnerships'  cash  distributions  for  the  quarter
immediately following the Partnerships'  receipt of the proceeds.  The amount of
such proceeds from the sale of oil and gas properties  during 1998 and 1997 were
as follows:

                  Partnership    1998       1997
                  ----------- ----------  --------

                      I-B    $     -      $ 21,848
                      I-C         1,732     45,422
                      I-D       272,824     25,350
                      I-E     1,265,357    156,744
                      I-F       438,200     97,288

      The General  Partner  believes that the sale of these  properties  will be
beneficial  to the  Partnerships  in the  long-term  since the  properties  sold
generally  had a higher  ratio of  future  operating  expenses  as  compared  to
reserves than the properties not sold.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  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   Partnerships  are  not  replacing   production   through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved  reserves  has  been  reduced  by the sale of oil and gas  properties  as
described above;  therefore,  it is possible that the Partnerships'  future cash
distributions  will  decline  as a result of a  reduction  of the  Partnerships'
reserve base.

      Pursuant to the terms of the Partnership Agreements, the Partnerships will
terminate on December 31, 1999. However, the Partnership Agreements provide that
the  General  Partner  may  extend the term of each  Partnership  for up to five
periods of two years  each.  As of the date of this  Annual  Report the  General
Partner  currently  intends  to  extend  the  term  of the  I-D,  I-E,  and  I-F
Partnerships  for the first two year extension  period.  With respect to the I-B
and I-C  Partnerships,  it is the General  Partner's current intent to let these
Partnerships  terminate  on  December  31,  1999  pursuant to the terms of their
Partnership Agreements.

      The General Partner will,  however,  over the next several months evaluate
all of the  Partnerships'  operations and then make a final  determination as to
whether to extend any of their terms.



                                       49
<PAGE>



It is anticipated that a final decision will be made during the  fourth  quarter
of 1999.

      In the  event  any of the  Partnerships  are  terminated  pursuant  to the
Partnership  Agreements,  the  Partnership's  dissolution  shall be effective on
December  31,  1999.  Pursuant to the terms of the  Partnership  Agreement,  the
dissolved Partnership would then be liquidated. The liquidation procedures under
the  Partnership  Agreements  provide  that the General  Partner  shall sell the
Partnership's  properties  and, in connection  therewith,  attempt to obtain the
best price  available  for such  properties.  Pending  such  sales,  the General
Partner will continue to manage the Partnership's  properties. It is anticipated
that in the event of termination,  the  Partnership's  properties  would be sold
through an auction process or negotiated  transactions  during the first half of
2000.

      Gain or loss realized on the sale of a dissolved Partnership's assets will
be  credited  to (in the case of gain) or charged  against (in the case of loss)
each Partner's  capital  account to the extent  allocable  under the Partnership
Agreement.  In settling the Partners'  accounts upon dissolution,  the assets of
the Partnership shall be paid out as follows: (i) to third party creditors; (ii)
to the General Partner for any expenses of the Partnership paid by or payable to
it  to  the  extent  it is  entitled  to  reimbursement  under  the  Partnership
Agreement;  (iii) to all of the Limited Partners in the amount equivalent to the
amount of their positive capital account  balances (as adjusted  pursuant to the
Partnership Agreement) on the date of distribution;  (iv) to the General Partner
in the amount  equivalent to the amount of its positive  capital account balance
(as adjusted) on the date of distribution;  and (v) the balance shall be paid to
the Limited  Partners and General  Partner in the same  percentage  interests as
cash distributions are payable under the Partnership Agreement.  In addition, in
the event that,  following  the final  distribution,  the General  Partner has a
deficit balance in its capital account balance,  it shall contribute cash to the
Partnership  necessary to eliminate the deficit  balance,  which amount would be
distributed  to the other  Partners  to the extent of their  remaining  positive
capital account balances.


      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  Partnerships in
1998. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as



                                       50
<PAGE>



inflation.   See  "Item 2.  Properties - Oil and Gas  Production,  Revenue,  and
Price History."

      Year 2000

                                  In General

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

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

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

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

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

      Samson  Investment  Company's Chief Financial Officer is responsible for
communicating  to its Board of  Directors  Y2K  actions  and for the  ultimate
implementation of its Y2K plan.  He



                                       51
<PAGE>



has delegated to Samson Investment Company's  Senior  Vice  President-Technology
and Administrative Services principal responsibility for ensuring Y2K compliance
within Samson.

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

                     Financial and Administrative Systems

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

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

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

      4.  Remediation.  Since 1993, Samson has been upgrading its accounting and
land  administration  software.  Substantially all of the Y2K upgrades have been
completed,  with the remainder  scheduled to be completed during the 1st quarter
of 1999.  In  addition,  in 1997 and 1998 Samson  replaced  or applied  software
patches to substantially  all of its network and desktop  software  applications
and believes them to be generally Y2K compliant.  Additional patches or software
upgrades  will be applied no later than March 31, 1999 to complete this process.
The costs of all such risk  assessments  and  remediation are not expected to be
material to the Partnerships.

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



                                       52
<PAGE>




                               Imbedded Systems

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

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

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

      Office  machines are currently  being tested by Samson and vendors.  It is
expected  that such  machines  will be made  compliant or replaced no later than
March 31, 1999.

      3. Risk Assessment and Remediation.  The failure to identify and correct a
material Y2K problem in an imbedded system could result in outcomes ranging from
errors in data reporting to  curtailments  or shutdowns in production.  As noted
above,  Samson has identified less than 10 imbedded system applications that may
have a Y2K problem.  None of these  applications  are believed to be material to
Samson or the Partnerships.  Once identified,  assessed and prioritized,  Samson
intends to test and upgrade  imbedded  components  and systems in field  process
control units deemed to pose the greatest risk of significant non-compliance and
capable of  testing.  Samson  believes  that  sufficient  manual  processes  are
available  to  minimize  any such  field  level  risk and that  there will be no
material impact on the Partnerships with respect to these applications.

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


                                       53
<PAGE>




                            Third Party Exposures

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

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

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

      It is  important  to note that  third  party oil and gas  purchasers  have
significant  incentives  to avoid  disruptions  arising from a Y2K failure.  For
example, most of these parties are under contractual obligations to purchase oil
and gas or  disperse  revenues  to Samson.  The  failure to do so will result in
contractual and statutory  penalties.  Therefore,  the General Partner  believes
that it is unlikely that there will be material third party  non-compliance with
purchase and remittance obligations as a result of Y2K issues.

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

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




                                       54
<PAGE>


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

      The Partnerships do not hold any market risk sensitive instruments.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 14
hereof.

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

      None.

PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

      The Partnerships  have no directors or executive  officers.  The following
individuals  are directors and executive  officers of the General  Partner.  The
business  address of such  director  and  executive  officers is Two West Second
Street, Tulsa, Oklahoma 74103.

            Name        Age    Position with Geodyne
      ----------------  ---   --------------------------------
      Dennis R. Neill    46   President and Director

      Judy K. Fox        47   Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment
Company and as President and Director of Samson Properties Incorporated,  Samson
Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry Gas Company,  Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.



                                       55
<PAGE>




      Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and
its  subsidiaries 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.,  Dyco  Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.

      Section 16(a) Beneficial Ownership Reporting Compliance

      To the knowledge of the Partnerships  and the General Partner,  there were
no officers,  directors, or ten percent owners who were delinquent filers during
1998 of reports  required  under  Section 16 of the  Securities  Exchange Act of
1934.


ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as  general or  administrative  expense.  The amount of general  and
administrative expense allocated to the General Partner and its affiliates which
was charged to each  Partnership  for 1998,  1997,  and 1996 is set forth in the
table below.  Although the actual costs incurred by the General  Partner and its
affiliates have fluctuated during the three years presented,  the amount charged
to the Partnerships  have not fluctuated  every year due to expense  limitations
imposed by the Partnership Agreements.

            Partnership         1998          1997         1996
            -----------       --------      --------     --------
                I-B           $ 38,438      $ 45,252     $ 45,252
                I-C             74,761        93,058       93,550
                I-D             79,944        79,944       79,944
                I-E            464,880       464,880      464,880
                I-F            159,120       159,120      159,120

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals to the Partnerships'  activities.  The following tables indicate the
approximate   amount  of  general  and  administrative   expense   reimbursement
attributable to the salaries of the directors,



                                       56
<PAGE>



officers,  and  employees  of the General  Partner and its  affiliates  during
1998, 1997, and 1996:


<PAGE>                                 57

<TABLE>
<CAPTION>


                                                      Salary Reimbursement
                                                        I-B Partnership
                                                        ---------------
                                              Three Years Ended December 31, 1998

                                                                      Long Term Compensation
                                                               ------------------------------------
                                   Annual Compensation                 Awards             Payouts 
                              ----------------------------     -----------------------   ----------
                                                                              Securi-                                               
                                                    Other                      ties                      All
  Name                                              Annual     Restricted     Under-                    Other
   and                                             Compen-       Stock        lying         LTIP        Compen-
Principal                     Salary       Bonus   sation       Award(s)     Options/      Payouts      sation
Position              Year      ($)         ($)      ($)          ($)         SARs(#)        ($)          ($)
---------------       ----    -------     -------   -------    ----------    ---------     --------     -------
<S>                   <C>     <C>           <C>       <C>         <C>            <C>          <C>          <C>        
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)         1996      -           -         -           -              -            -            -

Dennis R. Neill,
President(2)(3)       1996      -           -         -           -              -            -            -
                      1997      -           -         -           -              -            -            -
                      1998      -           -         -           -              -            -            -

All Executive
Officers,
Directors,
and Employees
as a group(4)         1996    $26,472       -         -           -              -            -            -
                      1997    $27,034       -         -           -              -            -            -
                      1998    $26,780       -         -           -              -            -            -

----------
(1)   Mr.  Tholen  served as President  and Chief  Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and  administrative  expenses paid by the I-B  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr.  Neill became  President  of Geodyne on July 1, 1996.
(4)   No  officer or  director  of  Geodyne or its affiliates provides full-time
      services  to the I-B  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the I-B  Partnership  equals or  exceeds
      $100,000 per annum.


</TABLE>

                                       58
<PAGE>
<TABLE>
<CAPTION>

                                                      Salary Reimbursement
                                                        I-C Partnership
                                                        ---------------
                                              Three Years Ended December 31, 1998

                                                                      Long Term Compensation
                                                               ------------------------------------
                                   Annual Compensation                 Awards             Payouts 
                              ----------------------------     -----------------------   ----------
                                                                              Securi-                                               
                                                    Other                      ties                      All
  Name                                              Annual     Restricted     Under-                    Other
   and                                             Compen-       Stock        lying         LTIP        Compen-
Principal                     Salary       Bonus   sation       Award(s)     Options/      Payouts      sation
Position              Year      ($)         ($)      ($)          ($)         SARs(#)        ($)          ($)
---------------       ----    -------     -------   -------    ----------    ---------     --------     -------
<S>                   <C>     <C>           <C>       <C>         <C>            <C>          <C>          <C>    
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)         1996      -           -         -           -              -            -            -

Dennis R. Neill,
President(2)(3)       1996      -           -         -           -              -            -            -
                      1997      -           -         -           -              -            -            -
                      1998      -           -         -           -              -            -            -
All Executive
Officers,
Directors,
and Employees
as a group(4)         1996    $54,727       -         -           -              -            -            -
                      1997    $55,593       -         -           -              -            -            -
                      1998    $55,350       -         -           -              -            -            -
----------
(1)   Mr.  Tholen  served as President  and Chief  Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and  administrative  expenses paid by the I-C  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr.  Neill became  President  of Geodyne on July 1, 1996.
(4)   No  officer  or  director  of Geodyne or its affiliates provides full-time
      services  to the I-C  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the I-C  Partnership  equals or  exceeds
      $100,000 per annum.


</TABLE>

                                       59
<PAGE>
<TABLE>
<CAPTION>


                                                      Salary Reimbursement
                                                        I-D Partnership
                                                        ---------------
                                              Three Years Ended December 31, 1998

                                                                      Long Term Compensation
                                                               ------------------------------------
                                   Annual Compensation                 Awards             Payouts 
                              ----------------------------     -----------------------   ----------
                                                                              Securi-                                               
                                                    Other                      ties                      All
  Name                                              Annual     Restricted     Under-                    Other
   and                                             Compen-       Stock        lying         LTIP        Compen-
Principal                     Salary       Bonus   sation       Award(s)     Options/      Payouts      sation
Position              Year      ($)         ($)      ($)          ($)         SARs(#)        ($)          ($)
---------------       ----    -------     -------   -------    ----------    ---------     --------     -------
<S>                   <C>     <C>           <C>       <C>         <C>            <C>          <C>          <C>   
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)         1996      -           -         -           -              -            -            -

Dennis R. Neill,
President(2)(3)       1996      -           -         -           -              -            -            -
                      1997      -           -         -           -              -            -            -
                      1998      -           -         -           -              -            -            -
All Executive
Officers,
Directors,
and Employees
as a group(4)         1996    $46,767       -         -           -              -            -            -
                      1997    $47,759       -         -           -              -            -            -
                      1998    $47,311       -         -           -              -            -            -
----------
(1)   Mr. Tholen  served  as  President  and Chief Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and administrative  expenses  paid by  the I-D Partnership and
      attributable to salary reimbursements do  not  include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No  officer  or director of Geodyne or its affiliates  provides  full-time
      services  to the I-D  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the I-D  Partnership  equals or  exceeds
      $100,000 per annum.


</TABLE>

                                       60
<PAGE>
<TABLE>
<CAPTION>


                                                     Salary Reimbursement
                                                        I-E Partnership
                                                        ---------------
                                              Three Years Ended December 31, 1998

                                                                      Long Term Compensation
                                                               ------------------------------------
                                   Annual Compensation                 Awards             Payouts 
                              ----------------------------     -----------------------   ----------
                                                                              Securi-                                               
                                                    Other                      ties                      All
  Name                                              Annual     Restricted     Under-                    Other
   and                                             Compen-       Stock        lying         LTIP        Compen-
Principal                     Salary       Bonus   sation       Award(s)     Options/      Payouts      sation
Position              Year      ($)         ($)      ($)          ($)         SARs(#)        ($)          ($)
---------------       ----    -------     -------   -------    ----------    ---------     --------     ------
<S>                   <C>     <C>           <C>       <C>         <C>            <C>          <C>          <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)         1996       -          -         -           -              -            -            -

Dennis R. Neill,
President(2)(3)       1996       -          -         -           -              -            -            -
                      1997       -          -         -           -              -            -            -
                      1998       -          -         -           -              -            -            -
All Executive
Officers,
Directors,
and Employees
as a group(4)         1996    $271,955      -         -           -              -            -            -
                      1997    $277,719      -         -           -              -            -            -
                      1998    $275,116      -         -           -              -            -            -
----------
(1)   Mr.  Tholen  served as President  and Chief  Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and  administrative  expenses paid by the I-E  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President  of Geodyne on July 1, 1996.
(4)   No  officer  or  director of  Geodyne or its affiliates provides full-time
      services  to the I-E  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the I-E  Partnership  equals or  exceeds
      $100,000 per annum.



</TABLE>

                                       61
<PAGE>
<TABLE>
<CAPTION>


                                                     Salary Reimbursement
                                                        I-F Partnership
                                                        ---------------
                                              Three Years Ended December 31, 1998

                                                                      Long Term Compensation
                                                               ------------------------------------
                                   Annual Compensation                 Awards             Payouts 
                              ----------------------------     -----------------------   ----------
                                                                              Securi-                                               
                                                    Other                      ties                      All
  Name                                              Annual     Restricted     Under-                    Other
   and                                             Compen-       Stock        lying         LTIP        Compen-
Principal                     Salary       Bonus   sation       Award(s)     Options/      Payouts      sation
Position              Year      ($)         ($)      ($)          ($)         SARs(#)        ($)          ($)
---------------       ----    -------     -------   -------    ----------    ---------     --------     ------
<S>                   <C>     <C>           <C>       <C>         <C>            <C>          <C>          <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2)         1996      -           -         -           -              -            -            -

Dennis R. Neill,
President(2)(3)       1996      -           -         -           -              -            -            -
                      1997      -           -         -           -              -            -            -
                      1998      -           -         -           -              -            -            -

All Executive
Officers,
Directors,
and Employees
as a group(4)         1996    $93,085       -         -           -              -            -            -
                      1997    $95,058       -         -           -              -            -            -
                      1998    $94,167       -         -           -              -            -            -
----------
(1)   Mr.  Tholen  served as President  and Chief  Executive  Officer of Geodyne
      until July 1, 1996.
(2)   The general and  administrative  expenses paid by the I-F  Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President  of Geodyne on July 1, 1996.
(4)   No officer  or  director  of  Geodyne or its affiliates provides full-time
      services  to the I-F  Partnership  and no  individual's  salary  or  other
      compensation  reimbursement  from the I-F  Partnership  equals or  exceeds
      $100,000 per annum.


</TABLE>
                                       62
<PAGE>




      Affiliates  of  the  Partnerships   serve  as  operator  of  some  of  the
Partnerships'  wells.  The 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. Such compensation may occur both prior and subsequent
to the  commencement  of  commercial  marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.

      Samson  maintains  necessary  inventories of new and used field equipment.
Samson  may  have  provided  some of this  equipment  for  wells  in  which  the
Partnerships  have an interest.  This  equipment was provided at prices or rates
equal  to or  less  than  those  normally  charged  in the  same  or  comparable
geographic  area by unaffiliated  persons or companies  dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' 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 Units as of February 1, 1999 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units, (ii) the directors and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  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)
------------------------------------                ------------------

I-B Partnership:
---------------
  Samson Resources Company                          3,064       (25.6%)

  All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)                  3,064       (25.6%)



                                       63
<PAGE>



I-C Partnership:
---------------
  Samson Resources Company                          1,038       (11.7%)

  All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)                  1,038       (11.7%)

I-D Partnership:
---------------
  Samson Resources Company                            843       (11.7%)

  All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)                    843       (11.7%)

I-E Partnership:
---------------
  Samson Resources Company                          6,604       (15.8%)

  All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)                  6,604       (15.8%)

I-F Partnership:
---------------
  Samson Resources Company                          2,549       (17.8%)

  All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)                  2,549       (17.8%)

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General  Partner and certain of its  affiliates  engage in oil and gas
activities  independently  of the  Partnerships  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  Partnerships  and the General  Partner also create  potential  conflicts of
interest.  An affiliate of the Partnerships owns some of the Partnerships' Units
and  therefore  has an identity of interest  with other  Limited  Partners  with
respect to the operations of the Partnerships.

      In order to attempt to assure  limited  liability for Limited  Partners as
well as an orderly conduct of business, management of



                                       64
<PAGE>



the  Partnerships is exercised  solely by the General  Partner.  The Partnership
Agreements grant the General Partner broad discretionary  authority with respect
to the  Partnerships'  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 Partnerships
involves  circumstances  where the General Partner has conflicts of interest and
where  it  must  allocate  costs  and  expenses,  or  opportunities,  among  the
Partnerships and other competing interests.

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

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





                                       65
<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

                        Geodyne Energy Income Limited Partnership I-B
                        Geodyne Energy Income Limited Partnership I-C
                        Geodyne Energy Income Limited Partnership I-D
                        Geodyne Energy Income Limited Partnership I-E
                        Geodyne Energy Income Limited Partnership I-F

                  as of  December  31,  1998 and 1997 and for each of the  three
                  years in the period ended  December 31, 1998 are filed as part
                  of this report:

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

            (2)   Financial Statement Schedules:

                  None.

            (3) Exhibits:

                  4.1   The  Certificate  and Agreements of Limited  Partnership
                        for the  following  Partnerships  have  been  previously
                        filed with the SEC as  Exhibit  2.1 to Form 8-A filed by
                        each Partnership on the dates shown below and are hereby
                        incorporated by reference.

                              Partnership Filing Date       File No.
                              ----------- ------------      --------
                                  I-B     May 23, 1986      0-14657
                                  I-C     May 23, 1986      0-14658
                                  I-D     May 5, 1987       0-15831
                                  I-E     May 5, 1987       0-15832
                                  I-F     May 5, 1987       0-15833




                                       66
<PAGE>




                  4.2   Second  Amendment to Amended and Restated  Agreement and
                        Certificate  of Limited  Partnership  of Geodyne  Energy
                        Income Limited  Partnership I-B, filed as Exhibit 4.1 to
                        Registrant's  Current Report on Form 8-K dated August 2,
                        1993 filed with the SEC on August 10, 1993 and is hereby
                        incorporated by reference.

                  4.3   Second  Amendment to Amended and Restated  Agreement and
                        Certificate  of Limited  Partnership  of Geodyne  Energy
                        Income Limited  Partnership I-C, filed as Exhibit 4.2 to
                        Registrant's  Current Report on Form 8-K dated August 2,
                        1993 filed with the SEC on August 10, 1993 and is hereby
                        incorporated by reference.

                  4.4   Second  Amendment to Amended and Restated  Agreement and
                        Certificate  of Limited  Partnership  of Geodyne  Energy
                        Income Limited  Partnership I-D, filed as Exhibit 4.3 to
                        Registrant's  Current Report on Form 8-K dated August 2,
                        1993 filed with the SEC on August 10, 1993 and is hereby
                        incorporated by reference.

                  4.5   Second  Amendment to Amended and Restated  Agreement and
                        Certificate  of Limited  Partnership  of Geodyne  Energy
                        Income Limited  Partnership I-E, filed as Exhibit 4.4 to
                        Registrant's  Current Report on Form 8-K dated August 2,
                        1993 filed with the SEC on August 10, 1993 and is hereby
                        incorporated by reference.

                  4.6   Second  Amendment to Amended and Restated  Agreement and
                        Certificate  of Limited  Partnership  of Geodyne  Energy
                        Income Limited  Partnership I-F, filed as Exhibit 4.5 to
                        Registrant's  Current Report on Form 8-K dated August 2,
                        1993 filed with the SEC on August 10, 1993 and is hereby
                        incorporated by reference.

            *     23.1  Consent of Ryder  Scott  Company  Petroleum  Engineers
                        for Geodyne Energy Income Limited Partnership I-B.

            *     23.2  Consent of Ryder  Scott  Company  Petroleum  Engineers
                        for Geodyne Energy Income Limited Partnership I-C.



                                       67
<PAGE>



            *     23.3  Consent of Ryder  Scott  Company  Petroleum  Engineers
                        for Geodyne Energy Income Limited Partnership I-D.

            *     23.4  Consent of Ryder  Scott  Company  Petroleum  Engineers
                        for Geodyne Energy Income Limited Partnership I-E.

            *     23.5  Consent of Ryder  Scott  Company  Petroleum  Engineers
                        for Geodyne Energy Income Limited Partnership I-F.

            *     27.1  Financial Data  Schedule containing   summary  financial
                        information  extracted  from  the Geodyne Energy  Income
                        Limited  Partnership  I-B's  financial  statements as of
                        December  31,  1998  and for the year ended December 31,
                        1998.

            *     27.2  Financial Data  Schedule  containing  summary  financial
                        information  extracted  from  the  Geodyne Energy Income
                        Limited  Partnership  I-C's  financial  statements as of
                        December  31,  1998  and for the year ended December 31,
                        1998.

            *     27.3  Financial Data  Schedule  containing  summary  financial
                        information  extracted  from  the  Geodyne Energy Income
                        Limited  Partnership  I-D's  financial  statements as of
                        December  31,  1998  and for the year ended December 31,
                        1998.

            *     27.4  Financial Data Schedule  containing   summary  financial
                        information  extracted  from the Geodyne  Energy  Income
                        Limited  Partnership  I-E's  financial  statements as of
                        December  31,  1998  and for the year ended December 31,
                        1998.

            *    27.5   Financial Data Schedule   ontaining   summary  financial
                        information  extracted  from the Geodyne  Energy  Income
                        Limited  Partnership  I-F's  financial  statements as of
                        December  31,  1998  and for the year ended December 31,
                        1998.

                  All other Exhibits are omitted as inapplicable.

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

                  *Filed herewith.




                                       68
<PAGE>




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

                  None.





                                       69
<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.

                                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
                                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
                                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
                                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
                                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F

                                 By:   GEODYNE RESOURCES, INC.
                                       General Partner


                                       February 25, 1999

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

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

By:   /s/Dennis R. Neill        President and            February 25, 1999
      -------------------       Director (Principal
         Dennis R. Neill        Executive Officer)

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

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






                                       70
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE PRODUCTION PARTNERSHIP I-B

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






                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 12, 1999




                                      F-1
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------
                                                    1998         1997
                                                ------------   ---------

CURRENT ASSETS:
   Cash and cash equivalents                     $ 20,930       $ 77,028
   Accounts receivable:
      Oil and gas sales                            18,364         53,389
   Accounts receviable -
      General Partner (Note 1)                      6,814           -
                                                  -------        -------
      Total current assets                       $ 46,108       $130,417

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  275,445        327,137

DEFERRED CHARGE                                    74,248         99,262
                                                  -------        -------
                                                 $395,801       $556,816
                                                  =======        =======

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                              $ 24,273       $  9,366
   Gas imbalance payable                             -             3,116
                                                  -------        -------
      Total current liabilities                  $ 24,273       $ 12,482

ACCRUED LIABILITY                                $ 23,490       $ 22,520

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($107,999)     ($103,542)
   Limited Partners, issued and
      outstanding, 11,958 Units                   456,037        625,356
                                                  -------        -------
      Total Partners' capital                    $348,038       $521,814
                                                  -------        -------
                                                 $395,801       $556,816
                                                  =======        =======





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



                                       F-2
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996


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

REVENUES:
   Oil and gas sales                    $241,164      $358,282     $364,052
   Interest income                         1,389           824          327
   Gain (loss) on sale of oil
      and gas properties               (     106)       17,912          598
                                         -------       -------      -------
                                        $242,447      $377,018     $364,977
COSTS AND EXPENSES:
   Lease operating                      $106,462      $111,961     $112,778
   Production tax                         14,298        24,339       18,557
   Depreciation, depletion,
      and amortization of oil
      and gas properties                  51,948        69,696       63,333
   Impairment provision                     -           19,726         -
   General and administrative             53,224        62,224       63,108
                                         -------       -------      -------
                                        $225,932      $287,946     $257,776
                                         -------       -------      -------
NET INCOME                              $ 16,515      $ 89,072     $107,201
                                         =======       =======      =======

GENERAL PARTNER -
   NET INCOME                           $  2,834      $  7,989     $  7,877
                                         =======       =======      =======

LIMITED PARTNERS - NET
  INCOME                                $ 13,681      $ 81,083     $ 99,324
                                         =======       =======      =======

NET INCOME per Unit                     $   1.14      $   6.78     $   8.31
                                         =======       =======      =======

UNITS OUTSTANDING                         11,958        11,958       11,958
                                         =======       =======      =======







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



                                       F-3
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996

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

Balance, Dec. 31, 1995            $636,949        ($104,724)      $532,225
   Net income                       99,324            7,877        107,201
   Cash distributions            (  78,000)       (   5,679)     (  83,679)
                                  --------          -------        -------

Balance, Dec. 31, 1996            $658,273        ($102,526)      $555,747
   Net income                       81,083            7,989         89,072
   Cash distributions            ( 114,000)       (   9,005)     ( 123,005)
                                   -------          -------        -------

Balance, Dec. 31, 1997            $625,356        ($103,542)      $521,814
   Net income                       13,681            2,834         16,515
   Cash distributions            ( 183,000)       (   7,291)     ( 190,291)
                                   -------          -------        -------

Balance, Dec. 31, 1998            $456,037        ($107,999)      $348,038
                                   =======          =======        =======

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



                                       F-4
<PAGE>
<TABLE>
<CAPTION>





                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
                             Combined Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

                                                  1998           1997           1996
                                               ----------     ----------     ----------
<S>                                            <C>            <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                $ 16,515       $ 89,072       $107,201
      Adjustments to reconcile net
         income to net cash
         provided by operating activities:
         Depreciation, depletion, and
            amortization of oil and gas
            properties                            51,948         69,696         63,333
         Impairment provision                       -            19,726           -
         (Gain) loss on sale of oil
            and gas properties                       106      (  17,912)     (     598)
         (Increase) decrease in
            accounts receivable
            - oil and gas sales                   35,025          1,247      (  16,183)
         (Increase) decrease in
            accounts receivable
            -General Partner                   (   6,814)          -             4,074
         (Increase) decrease in
            deferred charge                       25,014         22,088      (  23,072)
         Increase (decrease) in
            accounts payable                      14,907      (   7,932)         9,639
         Decrease in gas
            imbalance payable                  (   3,116)     (   1,866)     (  69,001)
         Increase (decrease) in
            accrued Liability                        970      (   8,590)     (   3,063)
                                                 -------        -------        -------
      Net cash provided by operating
         activities                             $134,555       $165,529       $ 72,330
                                                 -------        -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                     ($    362)     ($  1,149)     ($    445)
      Proceeds from sale of oil and
         gas properties                             -            21,848            598
                                                 -------        -------        -------
      Net cash provided (used) by
         investing activities                  ($    362)      $ 20,699       $    153
                                                 -------        -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Cash distributions                       ($190,291)     ($123,005)     ($ 83,679)
                                                 -------        -------        -------
      Net cash used by financing
         activities                            ($190,291)     ($123,005)     ($ 83,679)
                                                 -------        -------        -------



</TABLE>

                                       F-5
<PAGE>
<TABLE>
<CAPTION>



<S>                                            <C>             <C>           <C>    
NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS                     ($ 56,098)      $ 63,223      ($ 11,196)

CASH AND CASH EQUIVALENTS AT
      BEGINNING OF PERIOD                         77,028         13,805         25,001
                                                 -------        -------        -------

CASH AND CASH EQUIVALENTS AT
      END OF PERIOD                             $ 20,930       $ 77,028       $ 13,805
                                                 =======        =======        =======

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


</TABLE>

                                       F-6
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE PRODUCTION PARTNERSHIP I-C

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






                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 12, 1999



                                       F-7
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------

                                                    1998            1997
                                                  ---------       ---------
CURRENT ASSETS:
   Cash and cash equivalents                       $ 33,065        $141,699
   Accounts receivable:
      Oil and gas sales                              51,790         130,355
      General Partner (Note 1)                       18,767            -
                                                    -------         -------
      Total current assets                         $103,622        $272,054

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                    175,640         334,734

DEFERRED CHARGE                                      80,059         110,943
                                                    -------         -------
                                                   $359,321        $717,731
                                                    =======         =======

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                $ 13,520        $ 22,321

ACCRUED LIABILITY                                  $ 12,927        $ 18,103

PARTNERS' CAPITAL (DEFICIT):
   General Partner                                ($ 96,039)      ($ 89,189)
   Limited Partners, issued and
      outstanding, 8,885 Units                      428,913         766,496
                                                    -------         -------
      Total Partners' capital                      $332,874        $677,307
                                                    -------         -------
                                                   $359,321        $717,731
                                                    =======         =======

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



                                       F-8
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996


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

REVENUES:
   Oil and gas sales                 $467,230      $951,678     $1,181,096
   Interest income                      2,583         3,737          6,501
   Gain (loss)on sale of
      oil and gas properties            1,096        24,387    (    41,696)
                                      -------       -------      ---------
                                     $470,909      $979,802     $1,145,901
COSTS AND EXPENSES:
   Lease operating                   $198,900      $249,590     $  172,009
   Production tax                      29,238        62,151         69,689
   Depreciation, depletion,
      and amortization of oil
      and gas properties              158,458        58,048         58,370
   Impairment provision                  -            4,679           -
   General and administrative          85,759       106,274        107,144
                                      -------       -------     ----------
                                     $472,355      $480,742     $  407,212
                                      -------       -------      ---------
NET INCOME (LOSS)                   ($  1,446)     $499,060     $  738,689
                                      =======       =======      =========

GENERAL PARTNER - NET INCOME         $  6,137      $ 27,253     $   38,944
                                      =======       =======      =========

LIMITED PARTNERS - NET INCOME
   (LOSS)                           ($  7,583)     $471,807     $  699,745
                                      =======       =======      =========

NET INCOME (LOSS) per Unit          ($    .85)     $  53.10     $    78.76
                                      =======       =======      =========

UNITS OUTSTANDING                       8,885         8,885          8,885
                                      =======       =======      =========

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



                                       F-9
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995              $800,944       ($66,308)    $734,636
   Net income                        699,745         38,944      738,689
   Cash distributions              ( 663,000)      ( 58,135)   ( 721,135)
                                     -------         ------      -------

Balance, Dec. 31, 1996              $837,689       ($85,499)    $752,190
   Net income                        471,807         27,253      499,060
   Cash distributions              ( 543,000)      ( 30,943)   ( 573,943)
                                     -------         ------      -------

Balance, Dec. 31, 1997              $766,496       ($89,189)    $677,307
   Net income (loss)               (   7,583)         6,137    (   1,446)
   Cash distributions              ( 330,000)      ( 12,987)   ( 342,987)
                                     -------         ------      -------

Balance, Dec. 31, 1998              $428,913       ($96,039)    $332,874
                                     =======         ======      =======

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



                                       F-10
<PAGE>
<TABLE>
<CAPTION>





                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
                             Combined Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

                                                    1998          1997          1996
                                                 ----------    ----------    ----------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                             ($  1,446)     $499,060      $738,689
   Adjustments to reconcile net
      income (loss) to net cash
      provided by operating activities:
      Depreciation, depletion, and
         amortization of oil and gas
         properties                                158,458        58,048        58,370
      Impairment provision                            -            4,679          -
      (Gain) loss on sale of oil
         and gas properties                      (   1,096)    (  24,387)       41,696
      (Increase) decrease in
         accounts receivable
         - oil and gas sales                        78,565        32,951     (   1,734)
      (Increase) decrease in
         accounts receivable
         - General Partner                       (  18,767)       14,922         3,182
      (Increase) decrease in
         deferred charge                            30,884     (  44,061)    (  27,425)
      Increase (decrease) in
         accounts payable                        (   8,801)        5,427           113
      Decrease in gas
         imbalance payable                            -             -        (  13,021)
      Increase (decrease) in
         accrued liability                       (   5,176)        5,717     (   3,246)
                                                   -------       -------       -------
   Net cash provided by operating
      activities                                  $232,621      $552,356      $796,624
                                                   -------       -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                           $   -        ($100,573)    ($  1,039)
   Proceeds from sale of oil and
      gas properties                                 1,732        45,422        28,172
                                                   -------       -------       -------
   Net cash provided (used) by
      investing activities                        $  1,732     ($ 55,151)     $ 27,133
                                                   -------       -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash distributions                             ($342,987)    ($573,943)    ($721,135)
                                                   -------       -------       -------
   Net cash used by financing
      activities                                 ($342,987)    ($573,943)    ($721,135)
                                                   -------       -------       -------


</TABLE>

                                       F-11
<PAGE>
<TABLE>
<CAPTION>



<S>                                              <C>           <C>            <C>
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                          ($108,634)    ($ 76,738)     $102,622

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                             141,699       218,437       115,815
                                                   -------       -------       -------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                  $ 33,065      $141,699      $218,437
                                                   =======       =======       =======

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


</TABLE>

                                       F-12
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE PRODUCTION PARTNERSHIP I-D

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





                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 12, 1999



                                       F-13
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------

                                                  1998            1997
                                               -----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $167,361        $  274,109
   Accounts receivable:
      Oil and gas sales                          134,477           256,001
                                                 -------         ---------
      Total current assets                      $301,838        $  530,110

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 605,793           714,156

DEFERRED CHARGE                                   66,062           104,793
                                                 -------         ---------
                                                $973,693        $1,349,059
                                                 =======         =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  9,270        $   31,310
   Gas imbalance payable                          43,521            39,971
                                                 -------         ---------
      Total current liabilities                 $ 52,791        $   71,281

ACCRUED LIABILITY                               $ 14,456        $   14,345

PARTNERS' CAPITAL:
   General Partner                             ($ 53,161)      ($   27,560)
   Limited Partners, issued and
      outstanding, 7,195 Units                   959,607         1,290,993
                                                 -------         ---------
      Total Partners' capital                   $906,446        $1,263,433
                                                 -------         ---------
                                                $973,693        $1,349,059
                                                 =======         =========

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



                                       F-14
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996


                                       1998           1997           1996
                                    -----------    -----------    ----------
REVENUES:
   Oil and gas sales                 $1,061,235    $1,545,097     $1,812,568
   Interest income                       11,601        10,558         11,473
   Gain on sale of oil and
       gas properties                   260,624        24,113         41,516
                                      ---------     ---------      ---------
                                     $1,333,460    $1,579,768     $1,865,557
COSTS AND EXPENSES:
   Lease operating                   $  162,006    $  183,675     $  175,311
   Production tax                        72,475       110,675        115,537
   Depreciation, depletion,
      and amortization of oil
      and gas properties                 97,974       112,862        148,467
   Impairment provision                    -           61,790           -
   General and administrative            89,722        91,372         92,138
                                      ---------    ----------      ---------
                                     $  422,177    $  560,374     $  531,453
                                      ---------     ---------      ---------
NET INCOME                           $  911,283    $1,019,394     $1,334,104
                                      =========     =========      =========

GENERAL PARTNER -
   NET INCOME                        $  148,669    $  173,924     $  219,180
                                      =========     =========      =========

LIMITED PARTNERS - NET INCOME        $  762,614    $  845,470     $1,114,924
                                      =========     =========      =========

NET INCOME per Unit                  $   105.99    $   117.51     $   154.96
                                      =========     =========      =========

UNITS OUTSTANDING                         7,195         7,195          7,195
                                      =========     =========      =========

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


                                       F-15
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995            $1,460,599       $ 17,993     $1,478,592
   Net income                      1,114,924        219,180      1,334,104
   Cash distributions            ( 1,035,000)     ( 241,421)   ( 1,276,421)
                                   ---------        -------      ---------

Balance, Dec. 31, 1996            $1,540,523      ($  4,248)    $1,536,275
   Net income                        845,470        173,924      1,019,394
   Cash distributions            ( 1,095,000)     ( 197,236)   ( 1,292,236)
                                   ---------        -------      ---------

Balance, Dec. 31, 1997            $1,290,993      ($ 27,560)    $1,263,433
   Net income                        762,614        148,669        911,283
   Cash distributions            ( 1,094,000)     ( 174,270)   ( 1,268,270)
                                   ---------        -------      ---------

Balance, Dec. 31, 1998            $  959,607      ($ 53,161)    $  906,446
                                   =========        =======      =========

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



                                       F-16
<PAGE>
<TABLE>
<CAPTION>





                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
                             Combined Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

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

<S>                                          <C>            <C>            <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                                 $  911,283     $1,019,394     $1,334,104
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                       97,974        112,862        148,467
      Impairment provision                          -            61,790           -
      Gain on sale of oil and
         gas properties                      (   260,624)   (    24,113)   (    41,516)
      (Increase) decrease in
         accounts receivable -
        oil and gas sales                        121,524         50,856    (    82,001)
      (Increase) decrease in
         deferred charge                          38,731    (     6,778)        15,475
      Increase (decrease) in
         accounts payable                    (    22,040)        16,025    (    15,464)
      Increase (decrease) in gas
         imbalance payable                         3,550          3,284    (    30,443)
      Increase (decrease) in accrued
         liability                                   111    (     2,471)   (     1,154)
                                               ---------      ---------      ---------
   Net cash provided by
      operating activities                    $  890,509     $1,230,849     $1,327,468
                                               ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                      ($    1,811)   ($   34,805)   ($   10,930)
   Proceeds from sale of
      oil and gas properties                     272,824         25,350         59,168
                                               ---------      ---------      ---------
   Net cash provided (used)
      by investing activities                 $  271,013    ($    9,455)    $   48,238
                                               ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                        ($1,268,270)   ($1,292,236)   ($1,276,421)
                                               ---------      ---------      ---------
   Net cash used by financing
      activities                             ($1,268,270)   ($1,292,236)   ($1,276,421)
                                               ---------      ---------      ---------


</TABLE>

                                       F-17
<PAGE>
<TABLE>
<CAPTION>



<S>                                          <C>            <C>             <C>
NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                 ($  106,748)   ($   70,842)    $   99,285

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                        274,109        344,951        245,666
                                               ---------      ---------      ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                           $  167,361     $  274,109     $  344,951
                                               =========      =========      =========

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


</TABLE>

                                       F-18
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE PRODUCTION PARTNERSHIP I-E

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






                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 12, 1999



                                       F-19
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------

                                                   1998            1997
                                               -------------   ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $   12,003      $  827,775
   Accounts receivable:
      Oil and gas sales                            651,445         994,354
      Other                                           -             69,917
                                                 ---------       ---------
      Total current assets                      $  663,448      $1,892,046

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 4,191,663       4,844,378

DEFERRED CHARGE                                    570,545         750,369
                                                 ---------       ---------
                                                $5,425,656      $7,486,793
                                                 =========       =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
   Accounts payable                             $  209,486      $  257,524
   Gas imbalance payable                           115,808         135,884
                                                 ---------       ---------
      Total current liabilities                 $  325,294      $  393,408

ACCRUED LIABILITY                               $  151,490      $  138,356

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  232,100)    ($  228,434)
   Limited Partners, issued and
      outstanding, 41,839 Units                  5,180,972       7,183,463
                                                 ---------       ---------
      Total Partners' capital                   $4,948,872      $6,955,029
                                                 ---------       ---------
                                                $5,425,656      $7,486,793
                                                 =========       =========




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



                                       F-20
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

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

REVENUES:
   Oil and gas sales                 $4,611,235     $6,004,252    $6,006,431
   Interest income                       39,917         34,723        35,005
   Gain on sale of oil and
      gas properties                  1,154,155        120,840       296,937
   Other income                            -            69,917          -
                                      ---------      ---------     ---------
                                     $5,805,307     $6,229,732    $6,338,373
COSTS AND EXPENSES:
   Lease operating                   $1,182,851     $1,337,863    $1,303,281
   Production tax                       323,993        433,287       403,038
   Depreciation, depletion,
      and amortization of oil
      and gas properties                756,985        729,388       842,214
   Impairment provision                 547,048        291,690          -
   General and administrative           516,682        526,066       527,292
                                      ---------      ---------     ---------
                                     $3,327,559     $3,318,294    $3,075,825
                                      ---------      ---------     ---------
NET INCOME                           $2,477,748     $2,911,438    $3,262,548
                                      =========      =========     =========

GENERAL PARTNER -
   NET INCOME                        $  548,239     $  568,504    $  602,481
                                      =========      =========     =========

LIMITED PARTNERS - NET INCOME        $1,929,509     $2,342,934    $2,660,067
                                      =========      =========     =========

NET INCOME per Unit                  $    46.12     $    56.00    $    63.58
                                      =========      =========     =========

UNITS OUTSTANDING                        41,839         41,839        41,839
                                      =========      =========     =========

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



                                       F-21
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995         $8,493,462       ($ 54,687)     $8,438,775
   Net Income                   2,660,067         602,481       3,262,548
   Cash distributions         ( 2,853,000)      ( 660,934)    ( 3,513,934)
                                ---------         -------       ---------

Balance, Dec. 31, 1996         $8,300,529       ($113,140)     $8,187,389
   Net income                   2,342,934         568,504       2,911,438
   Cash distributions         ( 3,460,000)      ( 683,798)    ( 4,143,798)
                                ---------         -------       ---------

Balance, Dec. 31, 1997         $7,183,463       ($228,434)     $6,955,029
   Net income                   1,929,509         548,239       2,477,748
   Cash distributions         ( 3,932,000)      ( 551,905)    ( 4,483,905)
                                ---------         -------       ---------

Balance, Dec. 31, 1998         $5,180,972       ($232,100)     $4,948,872
                                =========         =======       =========

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



                                       F-22
<PAGE>
<TABLE>
<CAPTION>





                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
                             Combined Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

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

<S>                                      <C>              <C>              <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                             $2,477,748       $2,911,438       $3,262,548
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                  756,985          729,388          842,214
      Impairment provision                   547,048          291,690             -
      Gain on sale of oil and
         gas properties                  ( 1,154,155)     (   120,840)     (   296,937)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                   342,909          238,720      (   457,303)
      (Increase) decrease in
         accounts receivable
         - other                              69,917      (    69,917)            -
      Decrease in deferred
         charge                              179,824           72,455          119,923
      Increase (decrease) in
         accounts payable                (    48,038)         139,262      (    54,626)
      Increase (decrease) in gas
         imbalance payable               (    20,076)          11,684      (    86,031)
      Increase (decrease) in
         accrued liability                    13,134      (     4,307)           7,217
                                           ---------        ---------        ---------
   Net cash provided by
      operating activities                $3,165,296       $4,199,573       $3,337,005
                                           ---------        ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($  762,520)     ($  279,631)     ($   55,490)
   Proceeds from sale of
      oil and gas properties               1,265,357          156,744          392,990
                                           ---------        ---------        ---------
   Net cash provided (used)
      by investing activities             $  502,837      ($  122,887)      $  337,500
                                           ---------        ---------        ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($4,483,905)     ($4,143,798)     ($3,513,934)
                                           ---------        ---------        ---------


</TABLE>

                                       F-23
<PAGE>
<TABLE>
<CAPTION>




<S>                                      <C>              <C>              <C>
   Net cash used by financing
      activities                         ($4,483,905)     ($4,143,798)     ($3,513,934)
                                           ---------        ---------        ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($  815,772)     ($   67,112)      $  160,571

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    827,775          894,887          734,316
                                           ---------        ---------        ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $   12,003       $  827,775       $  894,887
                                           =========        =========        =========

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


</TABLE>

                                       F-24
<PAGE>





                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE PRODUCTION PARTNERSHIP I-F

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






                                    PricewaterhouseCoopers LLP


Tulsa, Oklahoma
February 12, 1999



                                       F-25
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
                             Combined Balance Sheets
                           December 31, 1998 and 1997

                                     ASSETS
                                     ------

                                                   1998            1997
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $    5,457      $  251,220
   Accounts receivable:
      Oil and gas sales                            195,444         307,734
      Other                                           -             48,942
                                                 ---------       ---------
      Total current assets                      $  200,901      $  607,896

NET OIL AND GAS PROPERTIES, utilizing
  the successful efforts method                  1,311,368       1,457,908

DEFERRED CHARGE                                    346,704         501,016
                                                 ---------       ---------
                                                $1,858,973      $2,566,820
                                                 =========       =========

                  LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                  -------------------------------------------

CURRENT LIABILITIES:
  Accounts payable                              $  406,740      $   53,205
  Gas imbalance payable                             38,738          47,046
                                                 ---------       ---------
    Total current liabilities                   $  445,478      $  100,251

ACCRUED LIABILITY                               $  109,153      $  116,401

PARTNERS' CAPITAL (DEFICIT):
  General Partner                              ($   94,547)    ($   59,811)
  Limited Partners, issued and
    outstanding, 14,321 Units                    1,398,889       2,409,979
                                                 ---------       ---------
    Total Partners' capital                     $1,304,342      $2,350,168
                                                 ---------       ---------
                                                $1,858,973      $2,566,820
                                                 =========       =========

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



                                       F-26
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
                        Combined Statements of Operations
              For the Years Ended December 31, 1998, 1997, and 1996

                                       1998           1997           1996
                                    ----------     ----------     ----------
REVENUES:
   Oil and gas sales                $1,442,718     $2,021,805     $2,121,336
   Interest income                      12,630         11,252         12,228
   Gain on sale of oil and
      gas properties                   380,920         76,108        160,187
   Other income                           -            48,942           -
                                     ---------      ---------      ---------
                                    $1,836,268     $2,158,107     $2,293,751
COSTS AND EXPENSES:
   Lease operating                  $  571,401     $  540,388     $  622,452
   Production tax                       96,615        143,412        135,940
   Depreciation, depletion,
      and amortization of oil
      and gas properties               254,674        257,820        270,978
   Impairment provision                382,925        114,631           -
   General and administrative          177,383        180,860        182,290
                                     ---------      ---------      ---------
                                    $1,482,998     $1,237,111     $1,211,660
                                     ---------      ---------      ---------
NET INCOME                          $  353,270     $  920,996     $1,082,091
                                     =========      =========      =========

GENERAL PARTNER  -
   NET INCOME                       $  140,360     $  183,677     $  198,724
                                     =========      =========      =========

LIMITED PARTNERS - NET INCOME       $  212,910     $  737,319     $  883,367
                                     =========      =========      =========

NET INCOME per Unit                 $    14.87     $    51.49     $    61.68
                                     =========      =========      =========

UNITS OUTSTANDING                       14,321         14,321         14,321
                                     =========      =========      =========

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



                                       F-27
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995           $2,923,293     ($ 25,679)      $2,897,614
   Net income                       883,367       198,724        1,082,091
   Cash distributions           (   961,000)    ( 232,155)     ( 1,193,155)
                                  ---------       -------        ---------

Balance, Dec. 31, 1996           $2,845,660     ($ 59,110)      $2,786,550
   Net income                       737,319       183,677          920,996
   Cash distributions           ( 1,173,000)    ( 184,378)     ( 1,357,378)
                                  ---------       -------        ---------


Balance, Dec. 31, 1997           $2,409,979     ($ 59,811)      $2,350,168
   Net income                       212,910       140,360          353,270
   Cash distributions           ( 1,224,000)    ( 175,096)     ( 1,399,096)
                                  ---------       -------        ---------

Balance, Dec. 31, 1998           $1,398,889     ($ 94,547)      $1,304,342
                                  =========       =======        =========

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



                                       F-28
<PAGE>
<TABLE>
<CAPTION>





                       GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
                             Combined Statements of Cash Flows
                   For the Years Ended December 31, 1998, 1997, and 1996

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

<S>                                      <C>             <C>               <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                             $  353,270      $  920,996        $1,082,091
   Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                  254,674         257,820           270,978
      Impairment provision                   382,925         114,631              -
      Gain on sale of oil
         and gas properties              (   380,920)    (    76,108)         (160,187)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                   112,290         124,154          (157,539)
      (Increase) decrease in
         accounts receivable
         - other                              48,942     (    48,942)             -
      (Increase) decrease in
         deferred charge                     154,312     (    35,815)           73,657
      Increase (decrease) in
         accounts payable                    353,535           5,841       (    16,778)
      Increase (decrease) in gas
         imbalance payable               (     8,308)          1,767       (    37,924)
      Increase (decrease) in
         accrued liability               (     7,248)         12,611            24,355
                                           ---------       ---------         ---------
  Net cash provided by
   operating activities                   $1,263,472      $1,276,955        $1,078,653
                                           ---------       ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($  548,339)    ($  104,709)      ($   27,863)
   Proceeds from sale of
      oil and gas properties                 438,200          97,288           208,776
                                           ---------       ---------         ---------
   Net cash provided (used)
      by investing activities            ($  110,139)    ($    7,421)         $180,913
                                           ---------       ---------         ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($1,399,096)    ($1,357,378)      ($1,193,155)
                                           ---------       ---------         ---------

</TABLE>


                                       F-29
<PAGE>
<TABLE>
<CAPTION>




<S>                                      <C>             <C>               <C>
   Net cash used by financing
      activities                         ($1,399,096)    ($1,357,378)      ($1,193,155)
                                           ---------       ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             ($  245,763)    ($   87,844)       $   66,411

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    251,220         339,064           272,653
                                           ---------       ---------         ---------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $    5,457      $  251,220          $339,064
                                           =========       =========         =========

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

</TABLE>


                                       F-30
<PAGE>





              GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS
         Notes to the Combined Financial Statements For the Years Ended
                        December 31, 1998, 1997, and 1996


1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne Energy Income Limited  Partnerships (the  "Partnerships") were
formed  pursuant  to a public  offering  of  depositary  units  ("Units").  Upon
formation,  investors became limited partners (the "Limited  Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of the  Partnerships.  Each  Partnership  is a general  partner  in the  related
Geodyne Energy Income  Production  Partnership  (collectively,  the  "Production
Partnership") in which Geodyne  Resources,  Inc. serves as the managing partner.
Limited Partner capital contributions were contributed to the related Production
Partnerships   for  investment  in  producing  oil  and  gas   properties.   The
Partnerships  were activated on the following  dates with the following  Limited
Partner capital contributions:

                                                         Limited
                                                         Partner
                                    Date of              Capital
            Partnership           Activation          Contributions
            -----------       ------------------      --------------

               I-B            July 12, 1985            $11,957,700
               I-C            December 20, 1985          8,884,900
               I-D            March 4, 1986              7,194,700
               I-E            September 10, 1986        41,839,400
               I-F            December 16, 1986         14,320,900

      The Partnerships will terminate on December 31, 1999. However, the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. As of the date of these  financial  statements,  the General Partner
currently  intends to extend the term of the I-D, I-E, and I-F  Partnerships for
the  first  two  year  extension  period.  With  respect  to  the  I-B  and  I-C
Partnerships,   it  is  the  General  Partner's  current  intent  to  let  these
Partnerships  terminate  on  December  31,  1999  pursuant to the terms of their
Partnership Agreements. The General Partner will, however, over the next several
months  evaluate  all of the  Partnerships'  operations  and  then  make a final
determination as to whether to extend any of their terms. It is anticipated that
a final decision will be made during the fourth quarter of 1999.

      For  purposes  of  these  financial   statements,   the  Partnerships  and
Production  Partnerships are collectively  referred to as the "Partnerships" and
the general  partner and managing  partner are  collectively  referred to as the
"General Partner."



                                      F-31
<PAGE>




      An affiliate of the General  Partner owned the following Units at December
31, 1998:

                               Number of                 Percent of
            Partnership       Units Owned             Outstanding Units
            -----------       -----------             -----------------
               I-B               3,060                      25.6%
               I-C               1,038                      11.7%
               I-D                 843                      11.7%
               I-E               6,604                      15.8%
               I-F               2,549                      17.8%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on 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  Partnerships'  oil is sold at or near the
Partnerships'   wells  under   short-term   purchase   contracts  at  prevailing
arrangements  which are customary in the oil industry.  The prices  received for
the  Partnerships'  oil  and gas  are  subject  to  influences  such  as  global
consumption  and  supply  trends.  In  1998,  the  price  of  oil  decreased  to
historically  low levels.  If the price of oil remains  low, or if it  decreases
further,  there  may be a  significant  impact  on the  Partnerships'  near-term
results of operations and cash flows.


      Allocation of Costs and Revenues

      The combination of the allocation provisions in each Partnership's limited
partnership  agreement and each Production  Partnership's  partnership agreement
(collectively,  the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:

                                  Before Payout(1)        After Payout(1)
                                --------------------    --------------------
                                General     Limited     General     Limited
                                Partner     Partners    Partner     Partners
                                --------    --------    --------    --------
        Costs(2)
------------------------
Sales commissions, pay-
     ment for organization
     and offering costs
     and management fee            1%          99%          -           -
Property acquisition
     costs                         1%          99%          1%         99%
Identified development



                                      F-32
<PAGE>



     drilling                      1%          99%          1%         99%
Development drilling              10%          90%         15%         85%
General and administra-
     tive costs, direct
     administrative costs
     and operating costs(3)       10%          90%         15%         85%

        Income(2)
------------------------
Temporary investments of
     Limited Partners'
     capital contributions         1%          99%          1%         99%
Income from oil and gas
     production(3)                10%          90%         15%         85%
Sale of producing pro-
     perties (3)                  10%          90%         15%         85%
All other income                  10%          90%         15%         85%

----------
(1)   Payout occurs when total  distributions  to Limited  Partners  equal total
      original Limited Partner subscriptions.
(2)   The allocations in the table result  generally from the combined effect of
      the allocation provisions in the Partnership Agreements.  For example, the
      costs  incurred in  development  drilling  are  allocated  90.9091% to the
      limited  partnership  and 9.0909% to the  managing  partner.  The 90.9091%
      portion of these costs allocated to the limited  partnership,  when passed
      through the limited  partnership,  is further allocated 99% to the limited
      partners  and 1% to the  general  partner.  In  this  manner  the  Limited
      Partners  are  allocated  90% of such  costs and the  General  Partner  is
      allocated 10% of such costs.
(3)   Distributions  of cash and the above allocation of income and costs of the
      General  Partner  are  subject  to  subordination  during  the  first  two
      twelve-month  "allocation  periods".  The first  twelve-month  "allocation
      period"  commenced on the last day of the first full fiscal  quarter after
      the  earlier  of (i) the  date on  which  90% of a  limited  partnership's
      capital contribution to a Production Partnership has been expended or (ii)
      two  years  after  activation  of a  Production  Partnership.  The  second
      twelve-month  "allocation  period"  commenced  at the  end  of  the  first
      allocation  period.  To the extent that the amount of cash  distributed in
      the allocation  periods is insufficient to permit the Limited  Partners to
      receive a 15% cumulative (but not compounded) twelve-month return on their
      capital  contributions,  up to one-half of the managing partners' share of
      distributable  cash after each such allocation period, and a corresponding
      amount of their allocable share of income and costs,  shall  thereafter be
      allocated  to permit  the  Limited  Partners  to  receive,  to the  extent
      available,  the aggregate amount of such deficiency.  After the allocation
      periods,  the managing partner may recoup amounts previously  allocated to
      the Limited  Partners  pursuant  to this  subordination  provision  to the
      extent



                                      F-33
<PAGE>



      income is otherwise  sufficient  to permit Limited  Partners to receive at
      least a 15% cumulative (but not compounded)  twelve-month return since the
      commencement of the allocation periods.

      Currently,  the I-B and I-C  Partnerships  are subject to subordination as
discussed  above, as the Limited  Partners did not receive a 15% cumulative cash
distribution;  therefore, one-half of the General Partner's income and costs for
those Partnerships are being allocated to the Limited Partners.

      The I-D  Partnership  achieved  payout late in 1991.  Beginning with 1992,
operations  for the I-D  Partnership  were  allocated  using  the  after  payout
percentages set forth in the table. The I-E and I-F Partnerships achieved payout
during the second  quarter of 1995.  Beginning  with the second quarter of 1995,
operations  for the I-E and I-F  Partnerships  were  allocated  using  the after
payout percentages.


      Basis of Presentation

      These  financial   statements   reflect  the  combined  accounts  of  each
Partnership  after the  elimination of all  inter-partnership  transactions  and
balances.


      Cash and Cash Equivalents

      The Partnerships consider 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 Partnerships 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  Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.

      Accounts Receivable-General Partner

      The accounts  receivable-general  partner at December 31, 1998 for the I-B
and  I-C   Partnerships   represent   refunds  due  for  indirect   general  and
administrative  expenses  as a result  of  expense  limitations  imposed  by the
Partnership  Agreements.  This receivable was collected during the first quarter
of 1999.

      Oil and Gas Properties

      The Partnerships  follow the successful efforts method of accounting for
their oil and gas properties.  Under the



                                      F-34
<PAGE>



successful efforts method, the Partnerships  capitalize all property acquisition
costs and development costs incurred in connection with the further  development
of oil and gas reserves.  Property  acquisition  costs include costs incurred by
the  Partnerships  or the  General  Partner  to  acquire  producing  properties,
including   related  title   insurance  or   examination   costs,   commissions,
engineering,  legal and accounting  fees, and similar costs directly  related to
the acquisitions,  plus an allocated  portion of the General Partner's  property
screening costs. The acquisition cost to the Partnerships of properties acquired
by the  General  Partner  is  adjusted  to  reflect  the  net  cash  results  of
operations,  including  interest  incurred to finance the  acquisition,  for the
period  of time  the  properties  are  held by the  General  Partner.  Leasehold
impairment  of  unproved  properties  is  recognized  based  upon an  individual
property  assessment and  exploratory  experience.  Upon discovery of commercial
reserves, leasehold costs are transferred to producing properties.

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' depletion,  depreciation,  and amortization includes dismantlement
and  abandonment  costs,  net of  estimated  salvage  value.  The  depreciation,
depletion,  and amortization  rates per equivalent barrel of oil produced during
the years ended December 31, 1998, 1997, and 1996 were as follows:

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

                I-B           $2.52       $2.92       $2.31
                I-C            4.53        1.06         .89
                I-D            1.12        1.09        1.26
                I-E            1.89        1.68        1.92
                I-F            2.15        1.93        1.88


      When complete units of depreciable property are retired or sold, the asset
cost and related  accumulated  depreciation are eliminated with any gain or loss
reflected in income.  When less than complete units of depreciable  property are
retired or sold, the proceeds are credited to oil and gas properties.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the  properties.  During 1998,  1997,  and 1996, the  Partnerships  recorded the
following non-cash charges against earnings (impairment provisions):



                                      F-35
<PAGE>





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

               I-B           $   -            $17,233       $  -
               I-C               -              4,679          -
               I-D               -             12,290          -
               I-E            547,048          59,728          -
               I-F            382,925          20,908          -

The risk that the  Partnerships  will be required to record  similar  impairment
provisions in the future increases as oil and gas prices decrease.

      In  addition,   during  1997  the  General  Partner  determined  that  the
Partnerships' unproved properties would be uneconomic to develop and, therefore,
of little or no value.  This  determination  was based on an  evaluation  by the
General  Partner that it was unlikely that these  unproved  properties  would be
developed  due to low oil and  gas  prices  and  provisions  in the  Partnership
Agreements which limit the level of permissible  drilling activity.  As a result
of this determination,  the Partnerships recorded the following non-cash charges
against  earnings at March 31, 1997 in order to reflect the  writing-off  of the
Partnerships' unproved properties:

                  Partnership              Amount
                  -----------             --------

                     I-B                  $  2,493
                     I-C                      -
                     I-D                    49,500
                     I-E                   231,962
                     I-F                    93,723


      Deferred Charge

      The Deferred Charge represents costs deferred for lease operating expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 1998 and 1997,  cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:




                                      F-36
<PAGE>



                               1998                       1997
                        ----------------------     ----------------------
      Partnership          Mcf         Amount         Mcf         Amount
      -----------       ---------     --------     ---------     --------

          I-B             106,556     $ 74,248       132,544     $ 99,262
          I-C              57,663       80,059        68,009      110,943
          I-D             244,675       66,062       308,124      104,793
          I-E           1,162,007      570,545     1,430,637      750,369
          I-F             433,055      346,704       519,564      501,016


      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
average of the annual  production  costs per Mcf. At December 31, 1998 and 1997,
cumulative  total  gas  sales  volumes  for  overproduced   wells  exceeded  the
Partnerships'  pro-rata  share of total gas  production  from these wells by the
following amounts:

                               1998                      1997
                        ----------------------     --------------------
      Partnership         Mcf          Amount        Mcf        Amount
      -----------       -------       --------     -------     --------

          I-B            33,711       $ 23,490      30,071     $ 22,520
          I-C             9,311         12,927      11,097       18,103
          I-D            53,542         14,456      42,180       14,345
          I-E           308,534        151,490     263,786      138,356
          I-F           136,339        109,153     120,710      116,401


      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  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  Partnerships'
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
Partnerships'  interest in gas  reserves.  During such times as a  Partnership'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  Partnership'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. This also approximates the price for which the
Partnerships are currently settling this liability. At December



                                      F-37
<PAGE>



31, 1998 and 1997 total sales  exceeded  the  Partnerships'  share of  estimated
total gas reserves as follows:

                               1998                       1997
                        -------------------        -------------------
      Partnership         Mcf        Amount          Mcf        Amount
      -----------       -------     -------        -------    --------

          I-B             -         $   -           2,077     $  3,116
          I-C             -             -            -            -
          I-D           29,014        43,521       26,647       39,971
          I-E           77,205       115,808       90,589      135,884
          I-F           25,825        38,738       31,364       47,046

These  amounts were recorded as gas  imbalance  payables in accordance  with the
sales  method.  These gas  imbalance  payables  will be  settled  by either  gas
production by the  underproduced  party in excess of current  estimates of total
gas  reserves  for the well or by a  negotiated  or  contractual  payment to the
underproduced party.


      General and Administrative Overhead

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs  incurred  and  attributable  to the  conduct  of the
business affairs and operations of the Partnerships.


      Use of Estimates in Financial Statements

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


      Income Taxes

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





                                      F-38
<PAGE>



2.    TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged  to the  Partnerships  have not  fluctuated  every  year due to  expense
limitations imposed by the Partnership Agreements. The following is a summary of
payments made to the General Partner or its affiliates by the  Partnerships  for
general and administrative overhead costs for the years ended December 31, 1998,
1997, and 1996:

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

                I-B           $ 38,438     $ 45,252     $ 45,252
                I-C             74,761       93,058       93,550
                I-D             79,944       79,944       79,944
                I-E            464,880      464,880      464,880
                I-F            159,120      159,120      159,120


      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
properties  and  their  policy  is to bill the  Partnerships  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 table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales for the
years ended December 31, 1998, 1997, and 1996:




                                      F-39
<PAGE>




Partnership             Purchaser                     Percentage
-----------       ---------------------         --------------------------
                                                1998        1997     1996
                                                -----       -----    -----
      I-B         Duke Energy Field
                    Services Inc.               27.8%         -        -
                  Byrd Operating Company        16.4%       18.7%    11.6%
                  Williams Energy
                    Services Co.                  -         24.4%      -
                  El Paso Energy Marketing
                    Company ("El Paso")           -         12.6%    10.0%
                  Parker & Parsley
                    Development Company           -           -      22.7%

      I-C         Hallwood Petroleum
                    ("Hallwood")                39.3%       36.2%    42.8%
                  Conoco, Inc. ("Conoco")       28.4%       30.3%    25.2%
                  Koch Oil Company                -         12.8%    18.3%

      I-D         El Paso                       41.5%       35.5%    27.9%
                  Hallwood                      20.0%       24.9%    31.8%
                  Conoco                          -         19.6%    23.1%

      I-E         El Paso                       55.5%       51.3%    49.4%

      I-F         El Paso                       35.6%       33.9%    31.9%


      In the  event  of  interruption  of  purchases  by one or  more  of  these
significant  customers or the cessation or material  change in  availability  of
open-access  transportation  by the  Partnerships'  pipeline  transporters,  the
Partnerships may encounter  difficulty in marketing their 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  Partnerships  is  presented   pursuant  to  the  disclosure
requirements promulgated by the SEC.


      Capitalized Costs

      Capitalized costs and accumulated depreciation,  depletion,  amortization,
and valuation allowance at December 31, 1998 and 1997 were as follows:




                                      F-40
<PAGE>



                                 I-B Partnership
                                 ---------------

                                              1998             1997
                                          ------------      -----------

            Proved properties              $6,510,128        $6,509,872

            Less accumulated
               depreciation,
               depletion, amorti-
               zation, and valua-
               tion allowance             ( 6,234,683)      ( 6,182,735)
                                            ---------         ---------

            Net oil and gas
               Properties                  $  275,445        $  327,137
                                            =========         =========


                                 I-C Partnership
                                 ---------------

                                             1998              1997
                                          ------------      -----------

            Proved properties              $3,639,734        $3,641,486

            Less accumulated
               depreciation,
               depletion, amorti-
               zation, and valua-
               tion allowance             ( 3,464,094)      ( 3,306,752)
                                            ---------         ---------

            Net oil and gas
               Properties                  $  175,640        $  334,734
                                            =========         =========





                                      F-41
<PAGE>



                                 I-D Partnership
                                 ---------------

                                              1998              1997
                                          ------------      ------------

            Proved properties              $4,604,726        $4,869,810

            Less accumulated
               depreciation,
               depletion, amorti-
               zation, and valua-
               tion allowance             ( 3,998,933)      ( 4,155,654)
                                            ---------         ---------

            Net oil and gas
               Properties                  $  605,793        $  714,156
                                            =========         =========


                                 I-E Partnership
                                 ---------------

                                              1998              1997
                                          ------------      ------------

            Proved properties              $26,655,665       $27,408,834

            Less accumulated
               depreciation,
               depletion, amorti-
               zation, and valua-
               tion allowance             ( 22,464,002)     ( 22,564,456)
                                            ----------        ----------

            Net oil and gas
               Properties                  $ 4,191,663       $ 4,844,378
                                            ==========        ==========





                                      F-42
<PAGE>



                                 I-F Partnership
                                 ---------------

                                             1998              1997
                                          ------------      -----------

            Proved properties              $8,022,333        $ 8,021,051

            Less accumulated
               depreciation,
               depletion, amorti-
               zation, and valua-
               tion allowance             ( 6,710,965)      (  6,563,143)
                                            ---------         ----------

            Net oil and gas
               Properties                  $1,311,368        $ 1,457,908
                                            =========         ==========


      Costs Incurred

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



         Partnership        1998         1997          1996
         -----------      --------     --------       -------
             I-B          $    362     $  1,149       $   445
             I-C              -         100,573         1,039
             I-D             1,811       34,805        10,930
             I-E           762,520      279,631        55,490
             I-F           548,339      104,709        27,863


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships'  proved  reserves,  all of which are located in the United States,
for the periods  indicated.  The proved reserves at December 31, 1998, 1997, and
1996 were  estimated  by  petroleum  engineers  employed  by  affiliates  of the
Partnerships.  Certain  reserve  information was reviewed by Ryder Scott Company
Petroleum Engineers,  an independent  petroleum  engineering firm. The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volume to differ from the reserve  reports  prepared by the General  Partner and
reviewed by Ryder Scott.





                                      F-43
<PAGE>



                                 I-B Partnership
                                 ---------------

                                              Crude             Natural
                                               Oil                Gas
                                            (Barrels)            (Mcf)
                                            ---------         -----------


Proved reserves, Dec. 31, 1995               19,963              902,220
   Production                               ( 2,297)          (  150,543)
   Revisions of previous
      estimates                             ( 4,763)             158,168
                                             ------            ---------

Proved reserves, Dec. 31, 1996               12,903              909,845
   Production                               ( 2,277)          (  129,776)
   Sales of minerals in place               (   765)          (   21,278)
   Revisions of previous
      estimates                                 785           (   46,749)
                                             ------            ---------

Proved reserves, Dec. 31, 1997               10,646              712,042
   Production                               ( 1,344)          (  115,502)
   Revisions of previous
      estimates                             ( 1,949)             427,084
                                             ------            ---------

Proved reserves, Dec. 31, 1998                7,353            1,023,624
                                             ======            =========

PROVED DEVELOPED RESERVES:
   December 31, 1996                         12,903              909,845
                                             ======            =========
   December 31, 1997                         10,646              712,042
                                             ======            =========
   December 31, 1998                          7,353            1,023,624
                                             ======            =========





                                      F-44
<PAGE>



                                 I-C Partnership
                                 ---------------

                                              Crude            Natural
                                               Oil               Gas
                                            (Barrels)           (Mcf)
                                            ---------         ---------

Proved reserves, Dec. 31, 1995               108,795           740,060
   Production                               ( 27,537)         (226,820)
   Sales of minerals in place               (  4,934)         ( 51,035)
   Revisions of previous
      estimates                               44,909           340,705
                                             -------           -------

Proved reserves, Dec. 31, 1996               121,233           802,910
   Production                               ( 25,122)         (178,180)
   Sales of minerals in place               ( 23,710)         (  4,023)
   Extensions and discoveries                  9,718           138,053
   Revisions of previous
      estimates                             ( 21,212)           35,059
                                             -------           -------

Proved reserves, Dec. 31, 1997                60,907           793,819
   Production                               ( 14,169)         (124,746)
   Revisions of previous
      estimates                             ( 30,363)         ( 40,566)
                                             -------           -------

Proved reserves, Dec.31, 1998                 16,375           628,507
                                             =======           =======

PROVED DEVELOPED RESERVES:
   December 31, 1996                         121,233           802,910
                                             =======           =======
   December 31, 1997                          60,907           793,819
                                             =======           =======
   December 31, 1998                          16,375           628,507
                                             =======           =======





                                      F-45
<PAGE>



                                 I-D Partnership
                                 ---------------

                                              Crude             Natural
                                               Oil                Gas
                                            (Barrels)            (Mcf)
                                            ---------         -----------

Proved reserves, Dec. 31, 1995               52,974            2,399,840
   Production                               (21,291)          (  577,657)
   Sales of minerals in place               ( 4,935)          (   29,621)
   Extensions and discoveries                   123                5,646
   Revisions of previous
      estimates                              28,706              499,715
                                             ------            ---------

Proved reserves, Dec. 31, 1996               55,577            2,297,923
   Production                               (18,760)          (  510,113)
   Sales of minerals in place               (   168)          (    5,510)
   Revisions of previous
      estimates                               4,349              156,947
                                             ------            ---------

Proved reserves, Dec. 31, 1997               40,998            1,939,247
   Production                               (11,249)          (  456,195)
   Sales of minerals in place               ( 1,568)          (  134,605)
   Extensions and discoveries                 7,889               76,181
   Revisions of previous
      estimates                               1,706              210,269
                                             ------            ---------

Proved reserves, Dec. 31, 1998               37,776            1,634,897
                                             ======            =========

PROVED DEVELOPED RESERVES:

   December 31, 1996                         55,219            2,276,438
                                             ======            =========
   December 31, 1997                         40,875            1,925,548
                                             ======            =========
   December 31, 1998                         37,776            1,634,897
                                             ======            =========




                                      F-46
<PAGE>



                                 I-E Partnership
                                 ---------------

                                              Crude              Natural
                                               Oil                 Gas
                                            (Barrels)             (Mcf)
                                            ---------         ------------

Proved reserves, Dec. 31, 1995               492,808           12,681,330
   Production                               ( 70,998)         ( 2,206,082)
   Sales of minerals in place               ( 24,754)         (   278,884)
   Extensions and discoveries                    778               73,593
   Revisions of previous
      estimates                              123,001            1,483,030
                                             -------           ----------

Proved reserves, Dec. 31, 1996               520,835           11,752,987
   Production                               ( 77,648)         ( 2,139,704)
   Sales of minerals in place               ( 14,619)         (    66,444)
   Extensions and discoveries                 29,604               18,612
   Revisions of previous
      estimates                             ( 58,499)             985,558
                                             -------           ----------

Proved reserves, Dec. 31, 1997               399,673           10,551,009
   Production                               ( 64,346)         ( 2,016,034)
   Sales of minerals in place               (  6,928)         (   687,223)
   Extensions and discoveries                 35,494              491,481
   Revisions of previous                    ( 45,323)           1,040,638
      estimates
                                             -------           ----------

Proved reserves, Dec. 31, 1998               318,570            9,379,871
                                             =======           ==========

PROVED DEVELOPED RESERVES:

   December 31, 1996                         519,687           11,683,935
                                             =======           ==========
   December 31, 1997                         399,277           10,506,977
                                             =======           ==========
   December 31, 1998                         318,570            9,379,871
                                             =======           ==========





                                      F-47
<PAGE>



                                 I-F Partnership
                                 ---------------

                                              Crude             Natural
                                               Oil                Gas
                                            (Barrels)            (Mcf)
                                            ---------         -----------

Proved reserves, Dec. 31, 1995               246,551           3,833,591
   Production                               ( 35,577)         (  652,692)
   Sales of minerals in place               ( 12,337)         (  132,134)
   Extensions and discoveries                    399              26,335
   Revisions of previous
      estimates                               70,126             481,185
                                             -------           ---------

Proved reserves, Dec. 31, 1996               269,162           3,556,285
   Production                               ( 38,725)         (  571,101)
   Sales of minerals in place               (  8,673)         (   38,629)
   Extensions and discoveries                 10,361               6,514
   Revisions of previous
      estimates                             ( 34,694)            377,552
                                             -------           ---------

Proved reserves, Dec. 31, 1997               197,431           3,330,621
   Production                               ( 30,203)         (  530,040)
   Sales of minerals in place               (  2,473)         (  248,611)
   Extensions and discoveries                 16,858             262,256
   Revisions of previous
      estimates                             ( 32,096)            220,951
                                             -------           ---------

Proved reserves, Dec. 31,1998                149,517           3,035,177
                                             =======           =========

PROVED DEVELOPED RESERVES:

   December 31, 1996                         268,768           3,532,534
                                             =======           =========
   December 31, 1997                         197,297           3,315,478
                                             =======           =========
   December 31, 1998                         149,517           3,035,177
                                             =======           =========



      Standardized  Measure of Discounted  Future Net Cash Flows of Proved Oil
and Gas Reserves - Unaudited

      The following tables set forth each of the Partnerships'  estimated future
net cash flows as of December  31, 1998  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:




                                      F-48
<PAGE>



                                             Partnership
                                    ----------------------------------
                                         I-B                  I-C
                                    ------------         -------------
Future cash inflows                  $2,316,593           $ 1,549,892
Future production and
   development costs                (   599,525)         (    598,303)
                                    ------------         -------------

      Future net cash
         flows                       $1,717,068           $   951,589

10% discount to
   reflect timing of
   cash flows                       (   852,286)         (    387,517)
                                    ------------         -------------

Standardized measure
   of discounted
   future net cash
   flows                             $  864,782            $  564,072
                                      ==========           ===========


                                             Partnership
                                    ----------------------------------
                                         I-D                  I-E
                                    ------------         -------------

Future cash inflows                  $3,677,661           $21,815,917
Future production and
   development costs                ( 1,021,454)         (  6,941,211)
                                    ------------         -------------

      Future net cash
         flows                       $2,656,207           $14,874,706

10% discount to
   reflect timing of
   cash flows                       (   796,341)         (  4,412,129)
                                    ------------         -------------

Standardized measure
   of discounted
   future net cash
   flows                             $1,859,866           $10,462,577
                                    =============        =============




                                      F-49
<PAGE>



                                          I-F Partnership
                                          ---------------

Future cash inflows                         $7,782,825
Future production and
   development costs                       ( 2,947,061)
                                             ---------

      Future net cash
         flows                              $4,835,764

10% discount to
   reflect timing of
   cash flows                              ( 1,601,870)
                                             ---------

Standardized measure
   of discounted
   future net cash
   flows                                    $3,233,894
                                             =========


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  Partnerships'  reserves were  determined at December 31, 1998 using oil and
gas prices of approximately $9.50 per barrel and $2.03 per Mcf, respectively.



                                      F-50
<PAGE>



                                INDEX TO EXHIBITS
                                -----------------

Number      Description
------      -----------

4.1         The  Certificate  and  Agreements  of  Limited  Partnership  for the
            following  Geodyne  Energy  Income  Limited  Partnerships  have been
            previously  filed with the SEC as  Exhibit  2.1 to Form 8-A filed by
            each  Limited  Partnership  on the dates  shown below and are hereby
            incorporated by reference.

                        Partnership Filing Date       File No.
                        ----------- ------------      --------

                            I-B     May 23, 1986      0-14657
                            I-C     May 23, 1986      0-14658
                            I-D     May 5, 1987       0-15831
                            I-E     May 5, 1987       0-15832
                            I-F     May 5, 1987       0-15833


4.2         Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            I-B, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K
            dated  August 2, 1993 filed  with the SEC on August 10,  1993 and is
            hereby incorporated by reference.

4.3         Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            I-C, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K
            dated  August 2, 1993 filed  with the SEC on August 10,  1993 and is
            hereby incorporated by reference.

4.4         Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            I-D, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K
            dated  August 2, 1993 filed  with the SEC on August 10,  1993 and is
            hereby incorporated by reference.

4.5         Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            I-E, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K
            dated  August 2, 1993 filed  with the SEC on August 10,  1993 and is
            hereby incorporated by reference.

4.6         Second   Amendment   to  Amended  and   Restated   Agreement   and
            Certificate  of  Limited  Partnership  of  Geodyne  Energy  Income
            Limited Partnership I-F, filed as Exhibit 4.5 to



                                      F-51
<PAGE>



            Registrant's Current Report on Form 8-K dated  August 2, 1993  filed
            with the SEC on  August  10,  1993  and is  hereby  incorporated  by
            reference.

*23.1       Consent  of  Ryder  Scott  Company  Petroleum  Engineers for Geodyne
            Energy Income Limited Partnership I-B.

*23.2       Consent  of  Ryder  Scott  Company  Petroleum  Engineers for Geodyne
            Energy Income Limited Partnership I-C.

*23.3       Consent  of  Ryder  Scott  Company  Petroleum  Engineers for Geodyne
            Energy Income Limited Partnership I-D.

*23.4       Consent  of  Ryder  Scott  Company  Petroleum  Engineers for Geodyne
            Energy Income Limited Partnership I-E.

*23.5       Consent  of  Ryder  Scott  Company  Petroleum  Engineers for Geodyne
            Energy Income Limited Partnership I-F.

*27.1       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership  I-B's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.2       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership  I-C's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.3       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership  I-D's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.4       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership  I-E's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

*27.5       Financial Data Schedule  containing  summary  financial  information
            extracted from the Geodyne Energy Income Limited  Partnership  I-F's
            financial  statements as of December 31, 1998 and for the year ended
            December 31, 1998.

      All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.


                                      F-52
<PAGE>