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, 2001

Commission File Number:
II-A: 0-16388   II-C: 0-16981   II-E: 0-17320   II-G: 0-17802
II-B: 0-16405   II-D: 0-16980   II-F: 0-17799   II-H: 0-18305

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

                                             II-A   73-1295505
                                             II-B   73-1303341
                                             II-C   73-1308986
                                             II-D   73-1329761
                                             II-E   73-1324751
                                             II-F   73-1330632
                                             II-G   73-1336572
           Oklahoma                          II-H   73-1342476
-------------------------------            --------------------
(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 of limited partnership interest

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



                                      -1-
<PAGE>




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

            X     Disclosure is not contained herein
         -----
                  Disclosure is contained herein
         -----

      The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.

                  DOCUMENTS INCORPORATED BY REFERENCE:  None



                                      -2-
<PAGE>



                                  FORM 10-K405
                                TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................25
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......25

PART II.....................................................................26
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
      ITEM 6.     SELECTED FINANCIAL DATA...................................28
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................37
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 63
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............63
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................63

PART III....................................................................63
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................63
      ITEM 11.    EXECUTIVE COMPENSATION....................................64
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................74
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............76

PART IV.....................................................................77
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................77

      SIGNATURES............................................................86




                                      -3-
<PAGE>







                                     PART I.

ITEM 1.   BUSINESS

      General

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

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

                           II-A           July 22, 1987
                           II-B           October 14, 1987
                           II-C           January 14, 1988
                           II-D           May 10, 1988
                           II-E           September 27, 1988
                           II-F           January 5, 1989
                           II-G           April 10, 1989
                           II-H           May 17, 1989


      Immediately following  activation,  each Partnership invested as a general
partner in a separate  Oklahoma general  partnership which actually conducts the
Partnerships'  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 (the "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 limited  partnerships and as
the managing partner of the related general partnerships.



                                      -4-
<PAGE>




      The  General  Partner  currently  serves as general  partner of 26 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  December  31,  2001,  Samson  owned  interests  in
approximately 14,000 oil and gas wells located in 19 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 2001, Samson
operated  approximately  3,000  oil and gas  wells  located  in 14 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 Samson.
As of February  15,  2002,  Samson  employed  approximately  1,000  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  would  have  terminated  on
December 31, 2001. 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. The General Partner has extended the terms of the  Partnerships  for
their first two-year  extension  thereby  extending  their  termination  date to
December 31, 2003.


      Funding

      Although  the  Partnership  Agreements  permit the  Partnerships  to incur
borrowings,  the Partnerships'  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.




                                      -5-
<PAGE>



      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.


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend on a
number of  factors  which are  beyond the  control  of the  Partnerships.  These
factors  include  worldwide  political   instability  and  terrorist  activities
(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),  the level
of domestic oil and gas production,  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.  In  addition,  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. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  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  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. 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.



                                      -6-
<PAGE>




      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  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, 2001:

Partnership                   Purchaser                         Percentage
-----------      ----------------------------------             ----------
   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                    32.1%
                 Amoco Production Company                         12.7%

   II-B          El Paso                                          40.0%

   II-C          El Paso                                          38.3%

   II-D          El Paso                                          30.4%
                 Vintage Petroleum, Inc.                          12.4%

   II-E          El Paso                                          45.8%

   II-F          El Paso                                          22.5%
                 ONEOK Gas Marketing Co. ("ONEOK")                10.5%

   II-G          El Paso                                          22.4%
                 ONEOK                                            10.3%

   II-H          El Paso                                          22.3%
                 ONEOK                                            10.0%


      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



                                      -7-
<PAGE>



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.


      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



                                      -8-
<PAGE>



control agencies will have an increasing impact on oil and gas operations.


      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. In particular, many types of pollution
and  contamination  can exist,  undiscovered,  for long  periods of time and can
result in  substantial  environmental  liabilities  which are not  insured.  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, 2001.

                               Well Statistics(1)
                             As of December 31, 2001

              Number of Gross Wells(2)          Number of Net Wells(3)
              ------------------------        -------------------------
 P/ship        Total     Oil    Gas           Total      Oil       Gas
 ------        -----     ---    ---           -----     -----     -----
   II-A        1,007     744    263           42.98     29.47     13.51
   II-B          181     109     72           22.31     15.05      7.26
   II-C          242      92    150            7.67      2.41      5.26
   II-D          188      72    116           20.61      2.48     18.13
   II-E          868     660    208           10.65      3.98      6.67
   II-F          875     678    197           11.10      5.69      5.41
   II-G          875     678    197           23.92     12.18     11.74
   II-H          875     678    197            5.86      2.95      2.91

---------------
(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



                                      -9-
<PAGE>



      example,  a 15% working  interest in a well represents one gross well, but
      0.15 net well.


      Drilling Activities

      During the year ended December 31, 2001, the Partnerships  participated in
the drilling activities described below.

                                             Working
P/ship       Well Name       County    St.   Interest      Type    Status
------   ----------------    ------    ---   --------      ----   ---------
II-A     Statex KCL 35X-13   Kern      CA    .03922        Oil    Producing
         Statex KCL 46X-13   Kern      CA    .03922        Oil    Producing
         Statex KCL 55X-13   Kern      CA    .03922        Gas    Producing

II-B     Statex KCL 35X-13   Kern      CA    .16171        Oil    Producing
         Statex KCL 46X-13   Kern      CA    .16171        Oil    Producing
         Statex KCL 55X-13   Kern      CA    .16171        Gas    Producing

II-C     Crusch A 1-3        Roosevelt MT    .01094        Oil    Producing
         Statex KCL 35X-13   Kern      CA    .02408        Oil    Producing
         Statex KCL 46X-13   Kern      CA    .02408        Oil    Producing
         Statex KCL 55X-13   Kern      CA    .02408        Gas    Producing

II-D     Crusch A 1-3        Roosevelt MT    .11479        Oil    Producing

      During the year ended  December  31,  2001,  the  Partnerships  indirectly
participated in the drilling activities described below. The Partnerships do not
own working  interests in these wells;  therefore,  they did not incur any costs
associated with the drilling activity.
                                                Revenue
P/ship       Well Name          County    St.   Interest   Type   Status
------   ----------------       -------   ---   --------   ----  ---------

II-A     Hinz No. 1-5           Washita   OK    .00220     Gas   Producing
         Reed No. 3-17          Custer    OK    .01725     Gas   Producing
         Doile No. 2-35         Woodward  OK    .00622     Gas   Producing

II-B     Hinz No. 1-5           Washita   OK    .00360     Gas   Producing

II-C     Hinz No. 1-5           Washita   OK    .00154     Gas   Producing
         Haley No. 2-31         Beckham   OK    .00850     Gas   Producing

II-D     Haley No. 2-31         Beckham   OK    .00977     Gas   Producing
         Chesterville #15       Colorado  TX    .01358     Gas   Producing
         Andy's Mesa #21        San
                                 Miguel   CO    .11413     Gas   Producing

II-E     Daberry No. 7-1        Wheeler   TX    .00110     Gas   Producing
         Bryant No. 4-44        Wheeler   TX    .00124     Gas   Producing
         Jackson Unit
           No. 8                Lea       NM    .00026     Gas   Producing



                                      -10-
<PAGE>



         Chilton B
           No. 1-23             Gaines    TX    .00026     Gas   Shut-in

II-F     Daberry No. 7-1        Wheeler   TX    .00269     Gas   Producing
         Bryant No. 4-44        Wheeler   TX    .00304     Gas   Producing
         Jackson Unit
           No. 8                Lea       NM    .00063     Gas   Producing
         Chilton B
           No. 1-23             Gaines    TX    .00064     Gas   Shut-in
         Kay Estes No. 6        Edwards   TX    .00617     Gas   Producing

II-G     Daberry No. 7-1        Wheeler   TX    .00562     Gas   Producing
         Bryant No. 4-44        Wheeler   TX    .00636     Gas   Producing
         Jackson Unit
           No. 8                Lea       NM    .00131     Gas   Producing
         Chilton B
           No. 1-23             Gaines    TX    .00133     Gas   Shut-in
         Kay Estes No. 6        Edwards   TX    .01290     Gas   Producing

II-H     Daberry No. 7-1        Wheeler   TX    .00130     Gas   Producing
         Bryant No. 4-44        Wheeler   TX    .00147     Gas   Producing
         Jackson Unit
           No. 8                Lea       NM    .00030     Gas   Producing
         Chilton B
           No. 1-23             Gaines    TX    .00031     Gas   Shut-in
         Kay Estes No. 6        Edwards   TX    .00298     Gas   Producing


      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 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

                                II-A Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           67,519         77,024         84,033
   Gas (Mcf)                           774,153      1,003,723      1,149,550

Oil and gas sales:
   Oil                              $1,619,453     $2,117,259     $1,365,308
   Gas                               3,192,939      3,601,631      2,397,623
                                     ---------      ---------      ---------
     Total                          $4,812,392     $5,718,890     $3,762,931
                                     =========      =========      =========
Total direct operating
   expenses                         $1,826,037     $1,418,970     $1,297,760
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         37.9%          24.8%          34.5%

Average sales price:
   Per barrel of oil                    $23.99         $27.49         $16.25
   Per Mcf of gas                         4.12           3.59           2.09

Direct operating expenses per
   equivalent Bbl of oil                $ 9.29         $ 5.81         $ 4.71




                                      -12-
<PAGE>




                               Net Production Data

                                II-B Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           49,375         52,155         56,749
   Gas (Mcf)                           570,423        707,543        870,203

Oil and gas sales:
   Oil                              $1,202,962     $1,431,328     $  918,317
   Gas                               2,474,769      2,506,352      1,775,400
                                     ---------      ---------      ---------
     Total                          $3,677,731     $3,937,680     $2,693,717
                                     =========      =========      =========
Total direct operating
   expenses                         $1,053,461     $  995,481     $  960,136
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         28.6%          25.3%          35.6%

Average sales price:
   Per barrel of oil                    $24.36         $27.44         $16.18
   Per Mcf of gas                       $ 4.34           3.54           2.04

Direct operating expenses per
   equivalent Bbl of oil                $ 7.29         $ 5.85         $ 4.76




                                      -13-
<PAGE>



                               Net Production Data

                                II-C Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           14,034         16,424         17,691
   Gas (Mcf)                           302,093        398,166        500,545

Oil and gas sales:
   Oil                              $  340,796     $  456,845     $  295,047
   Gas                               1,299,602      1,399,195      1,001,421
                                     ---------      ---------      ---------
     Total                          $1,640,398     $1,856,040     $1,296,468
                                     =========      =========      =========
Total direct operating
   expenses                         $  435,859     $  404,470     $  440,322
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         26.6%          21.8%          34.0%

Average sales price:
   Per barrel of oil                    $24.28         $27.82         $16.68
   Per Mcf of gas                         4.30           3.51           2.00

Direct operating expenses per
   equivalent Bbl of oil                $ 6.77         $ 4.89         $ 4.35




                                      -14-
<PAGE>



                               Net Production Data

                                II-D Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           18,970         32,648         33,890
   Gas (Mcf)                           712,930        836,567      1,010,194

Oil and gas sales:
   Oil                              $  432,140     $  909,025     $  556,917
   Gas                               3,149,329      2,848,626      2,041,699
                                     ---------      ---------      ---------
     Total                          $3,581,469     $3,757,651     $2,598,616
                                     =========      =========      =========
Total direct operating
   expenses                         $1,197,090     $  937,311     $1,106,783
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         33.4%          24.9%          42.6%

Average sales price:
   Per barrel of oil                    $22.78         $27.84         $16.43
   Per Mcf of gas                         4.42           3.41           2.02

Direct operating expenses per
   equivalent Bbl of oil                $ 8.69         $ 5.45         $ 5.47




                                      -15-
<PAGE>



                               Net Production Data

                                II-E Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           24,064         23,708         32,352
   Gas (Mcf)                           490,127        611,642        624,562

Oil and gas sales:
   Oil                              $  585,290     $  693,214     $  565,758
   Gas                               1,975,920      2,067,671      1,244,967
                                     ---------      ---------      ---------
     Total                          $2,561,210     $2,760,885     $1,810,725
                                     =========      =========      =========
Total direct operating
   expenses                         $  818,691     $  579,065     $  557,889
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         32.0%          21.0%          30.8%

Average sales price:
   Per barrel of oil                    $24.32         $29.24         $17.49
   Per Mcf of gas                         4.03           3.38           1.99

Direct operating expenses per
   equivalent Bbl of oil                $ 7.74         $ 4.61         $ 4.09




                                      -16-
<PAGE>



                               Net Production Data

                                II-F Partnership
                                ----------------

                                            Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           30,965         25,175         34,859
   Gas (Mcf)                           465,214        480,967        569,382

Oil and gas sales:
   Oil                              $  743,066     $  708,378     $  579,956
   Gas                               1,744,820      1,604,881      1,085,380
                                     ---------      ---------      ---------
     Total                          $2,487,886     $2,313,259     $1,665,336
                                     =========      =========      =========
Total direct operating
   expenses                         $  503,882     $  412,615     $  451,347
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         20.3%          17.8%          27.1%

Average sales price:
   Per barrel of oil                    $24.00         $28.14         $16.64
   Per Mcf of gas                         3.75           3.34           1.91

Direct operating expenses per
   equivalent Bbl of oil                $ 4.64         $ 3.92         $ 3.48




                                      -17-
<PAGE>



                               Net Production Data

                                II-G Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           64,898         52,807         73,361
   Gas (Mcf)                           992,099      1,031,148      1,210,210

Oil and gas sales:
   Oil                              $1,557,522     $1,485,755     $1,216,334
   Gas                               3,727,487      3,429,820      2,311,265
                                     ---------      ---------      ---------
     Total                          $5,285,009     $4,915,575     $3,527,599
                                     =========      =========      =========
Total direct operating
   expenses                         $1,075,602     $  885,336     $  965,229
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         20.4%          18.0%          27.4%

Average sales price:
   Per barrel of oil                    $24.00         $28.14         $16.58
   Per Mcf of gas                         3.76           3.33           1.91

Direct operating expenses per
   equivalent Bbl of oil                $ 4.67         $ 3.94         $ 3.51





                                      -18-
<PAGE>



                               Net Production Data

                                II-H Partnership
                                ----------------

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2001           2000           1999
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           15,054         12,297         17,055
   Gas (Mcf)                           237,600        245,490        287,724

Oil and gas sales:
   Oil                              $  361,412     $  345,882     $  283,407
   Gas                                 896,015        816,404        553,520
                                     ---------      ---------      ---------
     Total                          $1,257,427     $1,162,286     $  836,927
                                     =========      =========      =========
Total direct operating
   expenses                         $  260,618     $  213,954     $  232,658
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         20.7%          18.4%          27.8%

Average sales price:
   Per barrel of oil                    $24.01         $28.13         $16.62
   Per Mcf of gas                         3.77           3.33           1.92

Direct operating expenses per
   equivalent Bbl of oil                $ 4.77         $ 4.02         $ 3.58


      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,  2001.  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,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs,



                                      -19-
<PAGE>



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,  2001.   Such  prices  were  not   escalated   except  in  certain
circumstances   where  escalations  were  fixed  and  readily   determinable  in
accordance with applicable contract  provisions.  Oil and gas prices at December
31,  2001  were  substantially  lower  than the very  high  prices  in effect on
December 31, 2000.  This decrease in oil and gas prices has caused the estimates
of remaining economically  recoverable reserves, as well as the values placed on
said  reserves,  at  December  31,  2001 to be  significantly  lower  than  such
estimates and values at December 31, 2000.  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, 2001. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 2001
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.


                     Proved Reserves and Net Present Values
                              From Proved Reserves
                           As of December 31, 2001 (1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   5,870,258
      Oil and liquids (Bbls)                                        373,529
   Net Present Value (discounted at 10% per annum)              $ 8,039,055

II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,283,056
      Oil and liquids (Bbls)                                        284,386
   Net Present Value (discounted at 10% per annum)              $ 5,893,237




                                      -20-
<PAGE>




II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,251,837
      Oil and liquids (Bbls)                                         95,478
   Net Present Value (discounted at 10% per annum)              $ 3,983,242


II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   9,391,858
      Oil and liquids (Bbls)                                        192,838
   Net Present Value (discounted at 10% per annum)              $12,252,920


II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,643,582
      Oil and liquids (Bbls)                                        146,528
   Net Present Value (discounted at 10% per annum)              $ 4,806,139


II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,008,911
      Oil and liquids (Bbls)                                        218,525
   Net Present Value (discounted at 10% per annum)              $ 4,668,143


II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   6,439,996
      Oil and liquids (Bbls)                                        459,154
   Net Present Value (discounted at 10% per annum)              $ 9,899,151


II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   1,555,333
      Oil and liquids (Bbls)                                        107,290
   Net Present Value (discounted at 10% per annum)              $ 2,354,203


----------

(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.



                                      -21-
<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  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2001:

                                 Operated Wells
                  -------------------------------------------
                  Partnership       Number            Percent
                  -----------       ------            -------
                     II-A             62                 6%
                     II-B             35                18%
                     II-C             45                16%
                     II-D             28                13%
                     II-E             36                 1%
                     II-F             48                 2%
                     II-G             48                 2%
                     II-H             48                 2%


      The following tables set forth certain well and reserve  information as of
December  31, 2001 for the basins in which the  Partnerships  own a  significant
amount of  properties.  The tables  contain the following  information  for each
significant  basin: (i) the number of gross wells 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 Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma.
Southeast Utah and southwest  Colorado contain the Paradox Basin. The Gulf Coast
Basin is located in southern  Louisiana and southeast  Texas,  while the Permian
Basin  straddles west Texas and southeast New Mexico.  The  Sacramento  Basin is
located in central California.





                                      -22-
<PAGE>



<table>
<Caption>
                                     Significant Properties as of December 31, 2001
                                     ----------------------------------------------

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net        Other      Total    ------------    Reserves     Reserves      Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)         Value
------------------      ------   -------    --------    ------   ------   ----   --------    ----------    ----------

  <c>                 <c>      <c>         <c>        <c>       <c>     <c>    <c>        <c>            <c>
II-A Partnership:
      Anadarko           112      7.40        45         157       35      22%    44,005     3,548,246      $4,040,366
      Permian            482      4.14        10         492       10       2%    85,536       878,639       1,400,337


II-B Partnership:
      Anadarko            36      3.53         3          39       12      31%    21,951     2,185,043      $2,378,815
      Southern Okla.
       Folded Belt        13      3.51         -          13       12      92%    52,557       742,057         964,534
      Permian             11      1.43         -          11       10      91%    12,658       848,520         924,767


II-C Partnership:
      Anadarko            76      3.57        11          87       18      21%    17,432     1,744,992      $1,909,800
      Southern Okla.
       Folded Belt        16      1.62         -          16       15      94%    22,954       505,755         603,895
      Permian             14       .69         1          15       10      67%     6,262       413,696         443,621

II-D Partnership:
      Paradox              1       .46         4           5        -       -%     1,640     1,938,468      $3,150,345
      Anadarko            48      6.41         8          56        8      14%    18,856     2,734,559       3,038,868
      Sacramento          32      5.28         -          32        -       -%      -        1,806,738       2,328,332

--------------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.
(2)  Percent of the Partnership's total wells in the basin which are operated by
     affiliates of the Partnerships.
</TABLE>


                                      -23-
<PAGE>


<TABLE>
<CAPTION>
                                     Significant Properties as of December 31, 2001
                                     ----------------------------------------------

                                                                 Wells
                                                               Operated by
                                                               Affiliates         Oil          Gas
                        Gross     Net       Other     Total    ------------     Reserves     Reserves       Present
     Basin              Wells    Wells     Wells(1)   Wells    Number   %(2)     (Bbl)        (Mcf)          Value
------------------      ------   -------   --------   ------   ------   ----    --------    ----------    ----------

  <c>                 <c>      <c>        <c>     <c>         <c>     <c>     <c>        <c>           <c>

II-E Partnership:
      Permian            752      3.82       1,550    2,302       6       -%     80,724     1,102,060     $1,645,661
      Anadarko            38      1.91          20       58      19      33%      1,551     1,296,518      1,518,089
      Southern Okla.
       Folded Belt         1       .18           -        1       0       -%      4,655       667,905        810,254
      Gulf Coast          40      2.54           7       47       8      17%     42,762       294,757        497,513


II-F Partnership:
      Permian            748      6.47       1,550    2,298       2       -%    196,088     1,136,195     $2,500,228
      Anadarko            44      1.97          18       62      21      34%      3,661     1,456,905      1,720,549


II-G Partnership:
      Permian            748     13.52       1,550    2,298       2       -%    409,677     2,375,417     $5,223,345
      Anadarko            44      4.17          18       62      21      34%      7,792     3,093,584      3,645,904


II-H Partnership:
      Permian            748      3.13       1,550    2,298       2       -%     94,737       550,270     $1,209,102
      Anadarko            44       .99          18       62      21      34%      1,858       736,493        865,666

------------------------------------------------------------------------------------------------------------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.
(2)  Percent of the Partnership's total wells in the basin which are operated by
     affiliates of the Partnerships.
</TABLE>


                                      -24-
<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

      A lawsuit  styled Xplor Energy  Operating  Co. v. The Newton Corp, et al.,
Case No. 99-04-01960-CV was filed on May 12, 1999 in the 284th Judicial District
Court of Montgomery County,  Texas against Samson. The Plaintiff had acquired at
auction the interest of the II-A Partnership and other owners in the State 87-S1
well.  The lawsuit  alleged that Samson and others were the record owners of the
lease when it expired and therefore were  responsible  for the costs of plugging
and  abandoning  the  well.   Plaintiff   sought  to  recover  the   Defendants'
proportionate  share of the  costs  to plug and  abandon  the  well  along  with
attorneys' fees and interest. The Defendants denied liability and trial was held
on August 6,  2001.  At the  conclusion  of the  trial  the  Court  awarded  the
Plaintiff $447,245.55. On January 15, 2002 the Defendants filed an appeal of the
matter with the Court of Appeals,  Fifth District of Texas, Dallas,  Texas, Case
No.  05-02-00070-CV.  Samson,  on behalf  of the II-A  Partnership  and  others,
intends to vigorously  pursue this appeal.  In connection with this appeal,  the
Defendants filed an appellate bond in the amount of $491,970.10,  which consists
of  $86,444.12  for damages,  $360,801.43  for costs and  attorneys'  fees,  and
$44,724.55 for estimated  post-judgment  interest.  The II-A  Partnership  had a
working  interest  in the  plugged  well and its  portion  of the  judgment  and
estimated post-judgment interest is approximately $74,000.

      Except as  described  above,  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 2001.




                                      -25-
<PAGE>




                                    PART II.

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2002,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

                              Number of            Numbers of
            Partnership         Units           Limited Partners
            -----------       ----------        ----------------

               II-A            484,283               3,577
               II-B            361,719               2,258
               II-C            154,621               1,182
               II-D            314,878               2,497
               II-E            228,821               1,881
               II-F            171,400               1,483
               II-G            372,189               2,228
               II-H             91,711               1,072


      Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading 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 purposes of
this Annual Report,  a Unit  represents an initial  subscription  of $100 to the
Partnership.




                                      -26-
<PAGE>



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

                      2000                          2001                 2002
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $11    $10    $17   $15       $13   $11    $18    $16        $16
 II-B        10      9     17    14        12    11     17     16         15
 II-C        14     13     22    20        17    15     23     22         21
 II-D        15     14     24    22        18    15     25     23         23
 II-E        13     12     18    15        13    10     17     15         15
 II-F        17     16     22    19        17    14     24     22         20
 II-G        17     15     21    19        16    13     23     21         19
 II-H        17     15     21    18        16    13     23     21         19


      In addition to this repurchase  offer,  some of the Partnerships have been
subject to "4.9% tender offers" from several third parties.  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 2000 and 2001 and the first quarter of 2002.




                                      -27-
<PAGE>



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

                                2000
          -----------------------------------------------------
            1st           2nd            3rd           4th
P/ship      Qtr.          Qtr.           Qtr.          Qtr.
------    --------      ---------      ---------     ---------

 II-A      $1.25          $1.09          $1.40         $1.96
 II-B        .97           1.02           1.36          2.41
 II-C       1.20           1.24           1.44          2.02
 II-D       1.41           1.23           1.24          1.71
 II-E       1.25            .76           1.76          2.75
 II-F       1.54           1.69           1.76          2.50
 II-G       1.57           1.73           1.73          2.44
 II-H       1.41           1.64           1.74          2.46


                                2001                                 2002
            ---------------------------------------------------    ---------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------      --------    ----------     ----------    ----------    ---------

 II-A        $2.02        $2.02          $2.00         $1.37        $ .66
 II-B         1.93         1.75           1.95          0.78          .60
 II-C         2.55         2.39           2.43          1.49          .57
 II-D         4.20         2.67           2.72          1.32          .25
 II-E         2.14         2.86           2.47          1.35          .67
 II-F         2.53         3.22           3.39          1.95         1.57
 II-G         2.47         3.18           3.31          2.10         1.63
 II-H         2.46         2.92           3.17          1.80         1.44


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."



                                      -28-
<PAGE>



<TABLE>
<CAPTION>




                                                 Selected Financial Data

                                                    II-A Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                         <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales           $4,812,392     $5,718,890     $3,762,931     $3,911,823     $5,431,745
Net Income:
   Limited Partners          1,583,821      2,697,991      1,421,826      2,863,628      1,577,370
   General Partner             249,356        373,521         99,132        188,400        141,030
   Total                     1,833,177      3,071,512      1,520,958      3,052,028      1,718,400
Limited Partners' Net
   Income per Unit                3.27           5.57           2.94           5.91           3.26

Limited Partners' Cash
   Distributions per
     Unit                         7.41           5.70           2.62           9.80(1)        6.54
Total Assets                 3,841,529      5,753,841      5,700,712      5,530,544      7,495,013
Partners' Capital
   (Deficit):
   Limited Partners          3,559,527      5,561,706      5,622,715      5,469,889      7,350,261
   General Partner         (   285,152)   (   333,839)   (   380,195)   (   417,336)    (  387,587)
Number of Units
   Outstanding                 484,283        484,283        484,283        484,283        484,283

------------------
(1) Amount of cash  distribution  includes  proceeds from the  settlement of a
lawsuit.

</table>


                                      -29-
<PAGE>



<TABLE>
<CAPTION>
                                                 Selected Financial Data

                                                    II-B Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>
Oil and Gas Sales          $3,677,731     $3,937,680     $2,693,717     $2,492,043      $3,816,269
Net Income:
   Limited Partners         1,807,584      1,839,198        937,258      3,160,422       1,095,312
   General Partner            218,951        163,872         63,070        186,085          99,884
   Total                    2,026,535      2,003,070      1,000,328      3,346,507       1,195,196
Limited Partners' Net
   Income per Unit               5.00           5.08           2.59           8.74            3.03
Limited Partners' Cash
   Distributions per
     Unit                        6.41           5.76           2.18          11.92(1)         6.03
Total Assets                2,621,540      3,176,745      3,374,612      3,185,016       4,414,695
Partners' Capital
   (Deficit):
   Limited Partners         2,701,436      3,212,852      3,456,654      3,309,396       4,464,974
   General Partner        (   302,054)   (   269,807)   (   290,773)   (   320,234)    (   305,223)
Number of Units
   Outstanding                361,719        361,719        361,719        361,719         361,719

-----------------------
(1) Amount of cash  distribution  includes  proceeds from the  settlement of a
lawsuit.
</TABLE>




                                      -30-
<PAGE>


<TABLE>
<CAPTION>


                                                 Selected Financial Data

                                                    II-C Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>
Oil and Gas Sales          $1,640,398     $1,856,040     $1,296,468     $1,136,474      $1,796,657
Net Income:
   Limited Partners           842,315        886,994        435,619      1,583,504         853,383
   General Partner            102,759        132,143         65,752         95,091          57,028
   Total                      945,074      1,019,137        501,371      1,678,595         910,411
Limited Partners' Net
   Income per Unit               5.45           5.74           2.82          10.24            5.52
Limited Partners' Cash
   Distributions per
     Unit                        8.86           5.90           2.53          14.73(1)         8.43
Total Assets                1,238,646      1,771,934      1,804,785      1,759,734       2,440,315
Partners' Capital
   (Deficit):
   Limited Partners         1,258,521      1,786,206      1,811,212      1,765,593       2,458,089
   General Partner        (   130,178)   (   105,478)   (   119,145)   (   133,264)    (   123,277)
Number of Units
   Outstanding                154,621        154,621        154,621        154,621         154,621

----------------------
(1) Amount of cash  distribution  includes  proceeds from the  settlement of a
lawsuit.
</TABLE>


                                      -31-
<PAGE>

<TABLE>
<CAPTION>


                                                 Selected Financial Data

                                                    II-D Partnership
                                                    ----------------
                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>
Oil and Gas Sales          $3,581,469     $3,757,651     $2,598,616     $2,411,051       $4,314,154
Net Income:
   Limited Partners         1,608,081      2,287,970        640,655      3,942,172        1,796,378
   General Partner            209,788        291,859        106,047        225,825          127,204
   Total                    1,817,869      2,579,829        746,702      4,167,997        1,923,582
Limited Partners' Net
   Income per Unit               5.11           7.27           2.03          12.52             5.70
Limited Partners' Cash
   Distributions per
     Unit                       10.91           5.59           2.60          18.09(1)          9.04
Total Assets                2,418,532      4,271,202      3,740,589      3,994,909        5,780,264
Partners' Capital
   (Deficit):
   Limited Partners         2,339,000      4,167,919      3,639,949      3,818,294        5,572,122
   General Partner        (   238,692)   (   180,437)   (   236,260)   (   247,182)     (   224,003)
Number of Units
   Outstanding                314,878        314,878        314,878        314,878          314,878

------------------------
(1) Amount of cash  distribution  includes  proceeds from the  settlement of a
lawsuit.

</TABLE>




                                      -32-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

                                                    II-E Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>

Oil and Gas Sales          $2,561,210     $2,760,885     $1,810,725     $1,704,463      $2,616,003
Net Income:
   Limited Partners         1,085,511      1,504,695        588,127      6,442,294     (       569)
   General Partner            149,947        200,766         76,030        356,722          66,976
   Total                    1,235,458      1,705,461        664,157      6,799,016          66,407
Limited Partners' Net
   Income per Unit               4.74           6.58           2.57          28.15             .00
Limited Partners' Cash
   Distributions per
     Unit                        8.82           6.52           3.55          32.21(1)         7.32
Total Assets                2,084,248      2,908,582      3,021,570      3,260,952       4,257,875
Partners' Capital
   (Deficit):
   Limited Partners         2,021,202      2,953,691      2,941,996      3,165,869       4,094,575
   General Partner        (   162,380)   (   133,047)   (   162,586)   (   173,306)    (   172,017)
Number of Units
   Outstanding                228,821        228,821        228,821        228,821         228,821

------------------------
(1) Amount of cash  distribution  includes  proceeds from the  settlement of a
lawsuit.

</TABLE>




                                      -33-
<PAGE>


<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                    II-F Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>
Oil and Gas Sales          $2,487,886     $2,313,259     $1,665,336     $1,444,802      $2,191,389
Net Income:
   Limited Partners         1,345,727      1,405,133        615,301      1,088,453         147,631
   General Partner            177,055        175,647         98,196         71,519          81,927
   Total                    1,522,782      1,580,780        713,497      1,159,972         229,558
Limited Partners' Net
   Income per Unit               7.85           8.20           3.59           6.35             .86
Limited Partners'
   Cash Distributions
     Per Unit                   11.09           7.49           4.25          12.34           10.92
Total Assets                1,970,061      2,513,797      2,393,651      2,473,730       3,564,889
Partners' Capital
   (Deficit):
   Limited Partners         2,017,419      2,573,692      2,451,559      2,565,258       3,590,805
   General Partner        (   118,848)   (   101,577)   (   112,893)   (   144,763)    (   143,355)
Number of Units
   Outstanding                171,400        171,400        171,400        171,400         171,400


</TABLE>


                                      -34-
<PAGE>


<TABLE>
<CAPTION>


                                                Selected Financial Data

                                                    II-G Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>              <C>

Oil and Gas Sales          $5,285,009      $4,915,575     $3,527,599    $3,072,455       $4,670,245
Net Income:
   Limited Partners         2,861,002       2,967,172      1,382,389     2,266,451          114,502
   General Partner            376,956         371,389         99,665       150,050          172,947
   Total                    3,237,958       3,338,561      1,482,054     2,416,501          287,449
Limited Partners' Net
   Income per Unit               7.69            7.97           3.71          6.09              .31
Limit Partners' Cash
   Distributions per
     Unit                       11.06            7.47           4.24         11.94            10.80
Total Assets                4,259,746       5,385,526      5,174,834     5,325,802        7,635,720
Partners' Capital
   (Deficit):
   Limited Partners         4,251,006       5,504,004      5,317,832     5,512,443        7,690,992
   General Partner        (   146,206)    (   212,913)   (   266,026)  (   304,885)     (   312,392)
Number of Units
   Outstanding                372,189         372,189        372,189       372,189          372,189

</TABLE>



                                      -35-
<PAGE>


<TABLE>
<CAPTION>



                                                 Selected Financial Data

                                                    II-H Partnership
                                                    ----------------

                               2001           2000           1999           1998           1997
                           ------------   ------------   ------------   ------------    -----------
<S>                        <C>            <C>            <C>            <C>             <C>

Oil and Gas Sales          $1,257,427     $1,162,286     $  836,927     $  733,613      $1,119,734
Net Income:
   Limited Partners           660,235        722,427        319,698        532,166     (    11,817)
   General Partner             87,334         56,035         23,260         35,089          40,425
   Total                      747,569        778,462        342,958        567,255          28,608
Limited Partners' Net
   Income per Unit               7.20           7.88           3.49           5.80     (       .13)
Limited Partners' Cash
   Distributions per
     Unit                       10.35           7.25           4.06          11.26           10.65
Total Assets                  992,829      1,278,287      1,215,782      1,255,229       1,788,149
Partners' Capital
   (Deficit):
   Limited Partners         1,021,749      1,311,514      1,254,087      1,306,389       1,807,223
   General Partner        (    65,089)   (    54,632)   (    66,614)   (    75,631)    (    78,796)
Number of Units
   Outstanding                 91,711         91,711        91,711          91,711          91,711

</TABLE>





                                      -36-
<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 following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability) depend on a number of factors which are beyond
the control of the  Partnerships.  These  factors  include  worldwide  political
instability  and terrorist  activities  (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),  the level of domestic oil and gas production,  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



                                      -37-
<PAGE>



factors on future oil and gas industry trends cannot be accurately  predicted or
anticipated.   In  addition,  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.  Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf  range.  Due to  unusual  supply  and  demand
circumstances  gas  prices in late 2000 and early  2001 rose to a level not seen
since the early 1980s.  Recent economic trends and the supply/demand  ratio have
caused  natural gas prices to decline  significantly.  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  $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. 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.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
The current oil price range  between the mid teens and low  twenties is somewhat
dependent  on  production  curtailment  agreements  among  major  oil  producing
nations.  Prices for the Partnerships' oil decreased from  approximately  $27.52
per barrel at December 31, 2000 to  approximately  $16.75 per barrel at December
31, 2001.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed  above, it is impossible to accurately  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



                                      -38-
<PAGE>



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  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, 2001 as compared to the year ended  December  31, 2000 and for the
year ended December 31, 2000 as compared to the year ended December 31, 1999.


                                II-A Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales decreased  $906,498 (15.9%) in 2001 as compared to
2000. Of this decrease,  approximately $261,000 and $824,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $236,000
was related to a



                                      -39-
<PAGE>



decrease in the average price of oil sold. These decreases were partially offset
by an increase of  approximately  $415,000 related to an increase in the average
price of gas sold.  Volumes  of oil and gas sold  decreased  9,505  barrels  and
229,570 Mcf, respectively,  in 2001 as compared to 2000. The decrease in volumes
of oil sold was primarily due to normal declines in production.  The decrease in
volumes  of gas  sold was  primarily  due to (i) a  negative  prior  period  gas
balancing  adjustment on one significant well during 2001, (ii) a positive prior
period  volume  adjustment  made by the  purchaser on another  significant  well
during  2000,  and (iii)  normal  declines  in  production.  Average  oil prices
decreased  to $23.99 per barrel in 2001 from $27.49 per barrel in 2000.  Average
gas prices increased to $4.12 per Mcf in 2001 from $3.59 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $407,067 (28.7%) in 2001 as compared to 2000. This
increase was primarily due to (i) a charge of approximately  $74,000 accrued for
payment of a  judgment  related  to  plugging  liabilities,  which  judgment  is
currently under appeal,  (ii) workover expenses incurred on several wells during
2001, and (iii) positive prior period lease operating  expense  adjustments made
by the  operators  on several  other wells  during 2001.  These  increases  were
partially offset by a decrease in lease operating  expenses  associated with the
decreases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
these expenses  increased to 37.9% in 2001 from 24.8% in 2000.  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.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $13,241  (1.7%)  in 2001 as  compared  to  2000.  This  decrease  was
primarily due to the decreases in volumes of oil and gas sold. This decrease was
partially  offset by two  significant  wells being fully depleted in 2001 due to
the lack of remaining economically  recoverable reserves. As a percentage of oil
and gas sales,  this expense increased to 16.1% in 2001 from 13.7% in 2000. This
percentage  increase was  primarily  due to the decrease in the average price of
oil sold.

      General and  administrative  expenses  decreased $23,520 (4.1%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.4% in 2001 from 10.0% in 2000. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $54,349,357 or 112.23% of Limited Partners' capital contributions.






                                      -40-
<PAGE>





                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $1,955,959  (52.0%) in 2000 as compared
to 1999. Of this increase, approximately $866,000 and $1,508,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $304,000 related
to a  decrease  in volumes  of gas sold.  Volumes of oil and gas sold  decreased
7,009 barrels and 145,827 Mcf,  respectively,  in 2000 as compared to 1999.  The
decrease in volumes of gas sold was primarily due to (i) a positive prior period
volume  adjustment  made by the purchaser on one  significant  well during 1999,
(ii) the  shutting-in  of another  significant  well during 2000 due to low well
pressure,  and (iii) normal  declines in production.  Average oil and gas prices
increased  to $27.49 per barrel  and $3.59 per Mcf,  respectively,  in 2000 from
$16.25 per barrel and $2.09 per Mcf, respectively, in 1999.

      The II-A Partnership  recognized an insurance  settlement in the amount of
$202,500 during 1999. No similar settlements occurred during 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $121,210 (9.3%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 24.8% in 2000 from
34.5% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $185,917  (31.0%) in 2000 as  compared  to 1999.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2000 due to the
lack  of  remaining  economically   recoverable  reserves,  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  decreased to 13.7% in 2000 from
15.9% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 15.2% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.




                                      -41-
<PAGE>





                                II-B Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  decreased  $259,949 (6.6%) in 2001 as compared to
2000. Of this decrease,  approximately $76,000 and $486,000,  respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $152,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $454,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,780
barrels and 137,120 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
mid 2000 and (ii) normal declines in production.  These decreases were partially
offset by (i) the successful completion of three new wells during early 2001 and
(ii) a positive  prior  period  volume  adjustment  made by the  operator on one
significant  well during 2001. The decrease in volumes of gas sold was primarily
due to (i) the  shutting-in  of two  significant  wells  during 2001 in order to
perform repairs and  maintenance,  (ii) the  shutting-in of another  significant
well  during  2001  due to low well  pressure,  and  (iii)  normal  declines  in
production.  Average  oil  prices  decreased  to $24.36  per barrel in 2001 from
$27.44 per barrel in 2000. Average gas prices increased to $4.34 per Mcf in 2001
from $3.54 per Mcf in 2000.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-B
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$1,187 gain on such sales.  Sales of oil and gas properties during 2000 resulted
in the II-B Partnership recognizing similar gains of $248,993.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $57,980 (5.8%) in 2001 as compared to 2000.  This
increase was primarily due to (i) positive prior period lease operating  expense
adjustments made by the operators on several wells during 2001 and (ii) workover
expenses  incurred on several wells during 2001.  These increases were partially
offset  by (i) a  decrease  in  lease  operating  expenses  associated  with the
decreases  in  volumes  of oil and gas sold and (ii) the sale of  several  wells
during mid 2000. As a percentage of oil and gas sales,  these expenses increased
to 28.6% in 2001 from 25.3% in 2000. This percentage  increase was primarily due
to the decrease in the average price of oil sold and the dollar  increase in oil
and gas production expenses.



                                      -42-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $586,555  (74.4%) in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining  economically  recoverable reserves and (ii) the decreases
in  volumes of oil and gas sold.  As a  percentage  of oil and gas  sales,  this
expense  decreased to 5.5% in 2001 from 20.0% in 2000. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      General and  administrative  expenses  decreased $13,831 (3.2%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.3% in 2001 from 10.9% in 2000.

      The Limited Partners have received cash distributions through December 31,
2001  totaling   $39,324,916  or  108.72%  of  the  Limited   Partners'  capital
contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $1,243,963  (46.2%) in 2000 as compared
to 1999. Of this increase, approximately $587,000 and $1,063,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by approximately  $332,000 related to a decrease
in volumes of gas sold.  Volumes of oil and gas sold decreased 4,594 barrels and
162,660 Mcf, respectively,  in 2000 as compared to 1999. The decrease in volumes
of gas sold was primarily due to (i) a positive  prior period volume  adjustment
made by the purchaser on one significant  well during 1999, (ii) the shutting-in
of one significant  well during 2000 due to low well pressure,  and (iii) normal
declines  in  production.  Average  oil and gas prices  increased  to $27.44 per
barrel and $3.54 per Mcf, respectively, in 2000 from $16.18 per barrel and $2.04
per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-B
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$248,993  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the II-B Partnership recognizing similar gains of $21,562.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $35,345  (3.7%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 25.3% in 2000 from
35.6% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.



                                      -43-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $449,801  (133.0%)  in 2000 as compared to 1999.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2000 due to the
lack  of  remaining  economically   recoverable  reserves,  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 20.0% in 2000 from
12.6% in 1999. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.9% in 2000 from 15.8% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.


                                II-C Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales decreased  $215,642 (11.6%) in 2001 as compared to
2000. Of this decrease,  approximately $66,000 and $338,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $50,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $238,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,390
barrels and 96,073 Mcf, respectively,  in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
mid 2000 and (ii) normal declines in production.  The decrease in volumes of gas
sold  was  primarily  due to  (i)  negative  gas  balancing  adjustments  on two
significant  wells during 2001,  (ii) a positive prior period volume  adjustment
made by the purchaser on another  significant well during 2000, and (iii) normal
declines in  production.  Average oil prices  decreased  to $24.28 per barrel in
2001 from $27.82 per barrel in 2000.  Average gas prices  increased to $4.30 per
Mcf in 2001 from $3.51 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $31,389  (7.8%) in 2001 as compared to 2000. As a
percentage of oil and gas sales,  these expenses increased to 26.6% in 2001 from
21.8% in 2000. This percentage increase was primarily due to the decrease in the
average  price of oil sold and the  dollar  increase  of oil and gas  production
expenses.

      Depreciation,  depletion,  and  amortization  of oil and gas  properties
decreased $246,416 (70.3%) in 2001 as compared to



                                      -44-
<PAGE>



2000.  This decrease was primarily due to (i) one  significant  well being fully
depleted  during  2000 due to the  lack of  remaining  economically  recoverable
reserves and (ii) the  decreases in volumes of oil and gas sold. As a percentage
of oil and gas sales, this expense decreased to 6.4% in 2001 from 18.9% in 2000.
This   percentage   decrease  was  primarily  due  to  the  dollar  decrease  in
depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $2,951 (1.6%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 11.5% in 2001 from 10.0% in 2000. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001  totaling   $18,173,686  or  117.54%  of  the  Limited   Partners'  capital
contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $559,572 (43.2%) in 2000 as compared to
1999. Of this increase,  approximately $183,000 and $603,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $205,000  related to a
decrease  in volumes of gas sold.  Volumes of oil and gas sold  decreased  1,267
barrels and 102,379 Mcf, respectively, in 2000 as compared to 1999. The decrease
in volumes of gas sold was primarily  due to (i) a positive  prior period volume
adjustment made by the purchaser on one  significant  well during 1999, (ii) the
shutting-in of one  significant  well during 2000 due to low well pressure,  and
(iii) a negative prior period volume  adjustment made by the operator on another
significant well during 2000. Average oil and gas prices increased to $27.82 per
barrel and $3.51 per Mcf, respectively, in 2000 from $16.68 per barrel and $2.00
per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $35,852  (8.1%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 21.8% in 2000 from
34.0% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $170,658  (94.8%) in 2000 as  compared  to 1999.  This  increase  was
primarily due to one  significant  well being fully depleted  during 2000 due to
the lack of  economically  recoverable  reserves,  which  increase was partially
offset by the decreases in volumes of oil and gas sold. As a percentage of



                                      -45-
<PAGE>



oil and gas sales,  this expense  increased to 18.9% in 2000 from 13.9% in 1999.
This   percentage   increase  was  primarily  due  to  the  dollar  increase  in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 14.2% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.


                                II-D Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  decreased  $176,182 (4.7%) in 2001 as compared to
2000. Of this decrease,  approximately $381,000 and $421,000, respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $96,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $722,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold decreased  13,678
barrels and 123,637 Mcf, respectively, in 2001 as compared to 2000. The decrease
in volumes of oil sold was primarily due to (i) the sale of several wells during
2000  and (ii)  the  shutting-in  of one  significant  well in order to  perform
repairs  during 2001.  The decrease in volumes of gas sold was  primarily due to
(i) negative gas balancing  adjustments  on two  significant  wells during 2001,
(ii) the shutting-in of two other  significant wells in order to perform repairs
during 2001,  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by (i) the  successful  completion  of a new well  during late
2000,  (ii) negative prior period volume  adjustments on two  significant  wells
during 2000, and (iii) the II-D Partnership receiving an increased percentage of
sales on another  significant  well during 2001 due to gas balancing.  As of the
date of this Annual Report,  management expects the gas balancing  adjustment to
continue for the  foreseeable  future,  thereby  continuing  to contribute to an
increase in volumes of gas produced for the II-D Partnership. Average oil prices
decreased  to $22.78 per barrel in 2001 from $27.84 per barrel in 2000.  Average
gas prices increased to $4.42 per Mcf in 2001 from $3.41 per Mcf in 2000.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2001 and  recognized a
$112,686  gain on such  sales.  Sales  of oil and  gas  properties  during  2000
resulted in the II-D Partnership recognizing similar gains of $514,114.

      Oil and gas production  expenses (including lease operating expenses and
production taxes) increased $259,779 (27.7%) in 2001



                                      -46-
<PAGE>



as compared to 2000.  This increase was  primarily due to (i) workover  expenses
incurred on several wells during 2001,  (ii) a one-time  litigation  expense and
settlement  payment  incurred in  connection  with a plugged  well,  and (iii) a
negative prior period lease operating expense adjustment made by the operator on
one significant well during 2000. These increases were partially offset by (i) a
positive prior period lease operating expense adjustment made by the operator on
one  significant  well during 2000, (ii) a negative prior period lease operating
expense adjustment made by the operator on another significant well during 2001,
and (iii) a decrease in lease operating  expenses  associated with the decreases
in  volumes of oil and gas sold.  As a  percentage  of oil and gas sales,  these
expenses increased to 33.4% in 2001 from 24.9% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $70,064  (16.9%)  in 2001 as  compared  to 2000.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2000 due to
the lack of remaining  economically  recoverable reserves and (ii) the decreases
in volumes of oil and gas sold.  These  decreases were  partially  offset by one
significant  well  being  fully  depleted  in 2001 due to the lack of  remaining
economically  recoverable  reserves.  As a percentage of oil and gas sales, this
expense  decreased to 9.6% in 2001 from 11.0% in 2000. This percentage  decrease
was  primarily  due to the  increase  in the  average  price of gas sold and the
dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  decreased  $9,667 (2.6%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 10.2% in 2001 from 10.0% in 2000.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $37,301,903 or 118.46% of Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $1,159,035  (44.6%) in 2000 as compared
to 1999. Of this increase, approximately $373,000 and $1,158,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $351,000 related
to a  decrease  in volumes  of gas sold.  Volumes of oil and gas sold  decreased
1,242 barrels and 173,627 Mcf,  respectively,  in 2000 as compared to 1999.  The
decrease in volumes of gas sold was primarily due to



                                      -47-
<PAGE>



(i) negative  prior period volume  adjustments on two  significant  wells during
2000  and  (ii)  normal  declines  in  production.  Average  oil and gas  prices
increased  to $27.84 per barrel  and $3.41 per Mcf,  respectively,  in 2000 from
$16.43 per barrel and $2.02 per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$514,114  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the II-D Partnership recognizing similar gains of $36,944.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $169,472 (15.3%) in 2000 as compared to 1999. This
decrease  was  primarily  due to (i) a positive  prior  period  lease  operating
expense  adjustment  made by the operator on one  significant  well during 1999,
(ii) a negative  prior period lease  operating  expense  adjustment  made by the
operator  on another  significant  well during  2000,  and (iii) the sale of one
significant  well during 2000.  These decreases were partially  offset by (i) an
increase in production  taxes associated with the increase in oil and gas sales,
(ii) a positive  prior period lease  operating  expense  adjustment  made by the
operator  on one  significant  well during  2000,  and (iii)  workover  expenses
incurred on one significant well during 2000 in order to improve the recovery of
reserves.  As a percentage  of oil and gas sales,  these  expenses  decreased to
24.9% in 2000 from 42.6% in 1999. This percentage  decrease was primarily due to
the dollar decrease in oil and gas production  expenses and the increases in the
average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $10,775  (2.5%)  in 2000 as  compared  to  1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000.  These decreases were partially  offset by one significant  well being
fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves.  As a percentage of oil and gas sales, this expense decreased to 11.0%
in 2000 from 16.4% in 1999.  This  percentage  decrease was primarily due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 14.3% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.





                                      -48-
<PAGE>




                                II-E Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  decreased  $199,675 (7.2%) in 2001 as compared to
2000.  Of this  decrease,  approximately  $411,000  was related to a decrease in
volumes of gas sold and approximately  $118,000 was related to a decrease in the
average price of oil sold.  These decreases were partially offset by an increase
of  approximately  $319,000  related to an increase in the average  price of gas
sold.  Volumes of oil sold  increased  356  barrels,  while  volumes of gas sold
decreased  121,515 Mcf in 2001 as compared to 2000.  The  increase in volumes of
oil sold was primarily due to (i) a positive prior period volume adjustment made
by the purchaser on one  significant  well during 2001 and (ii) a negative prior
period volume adjustment made by the operator on another significant well during
2000.  These increases were partially  offset by (i) the sale of one significant
well during mid 2000 and (ii) normal  declines in  production.  The  decrease in
volumes of gas sold was primarily due to (i) normal declines in production, (ii)
the II-E Partnership  receiving a reduced percentage of sales on two significant
wells during 2001 due to gas balancing, and (iii) a positive prior period volume
adjustment made by the purchaser on another  significant well during 2000. As of
the date of this Annual Report, management expects the gas balancing adjustments
to continue for the foreseeable  future,  thereby  continuing to contribute to a
decrease  in volumes  of gas sold by the II-E  Partnership.  Average  oil prices
decreased  to $24.32 per barrel in 2001 from $29.24 per barrel in 2000.  Average
gas prices increased to $4.03 per Mcf in 2001 from $3.38 per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $239,626 (41.4%) in 2001 as compared to 2000. This
increase was primarily due to (i) a one-time  litigation  expense and settlement
payment  incurred in connection  with a plugged well and (ii) workover  expenses
incurred on several wells during 2001.  These increases were partially offset by
(i) a positive  prior  period lease  operating  expense  adjustment  made by the
operator on one  significant  well during 2000 and (ii) a negative  prior period
lease operating expense  adjustment made by the operator on another  significant
well during 2001. As a percentage of oil and gas sales, these expenses increased
to 32.0% in 2001 from 21.0% in 2000. This percentage  increase was primarily due
to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil and gas  properties
decreased  $49,746  (13.7%) in 2001 as compared  to 2000.  This  decrease  was
primarily due to (i) one significant well being



                                      -49-
<PAGE>



fully  depleted in 2000 due to the lack of  remaining  economically  recoverable
reserves  and (ii) the  decrease in volumes of gas sold.  These  decreases  were
partially  offset by  downward  revisions  in the  estimates  of  remaining  oil
reserves  at December  31,  2001.  As a  percentage  of oil and gas sales,  this
expense decreased to 12.2% in 2001 from 13.1% in 2000.

      General and administrative  expenses remained  relatively constant in 2001
as  compared  to 2000.  As a  percentage  of oil and gas sales,  these  expenses
increased to 10.7% in 2001 from 9.9% in 2000.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $26,794,574 or 117.10% of Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $950,160 (52.5%) in 2000 as compared to
1999. Of this increase,  approximately $279,000 and $848,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $151,000  related to a
decrease  in volumes of oil sold.  Volumes of oil and gas sold  decreased  8,644
barrels and 12,920 Mcf, respectively,  in 2000 as compared to 1999. The decrease
in volumes of oil sold was primarily due to (i) normal  declines in  production,
(ii) the sale of one  significant  well during  late 2000,  and (iii) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2000. Average oil and gas prices increased to $29.24 per barrel and $3.38
per Mcf,  respectively,  in 2000  from  $17.49  per  barrel  and  $1.99 per Mcf,
respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $21,176  (3.8%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 21.0% in 2000 from
30.8% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased $5,639 (1.6%) in 2000 as compared to 1999. This increase was primarily
due to one  significant  well being  fully  depleted  in 2000 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in
the  estimates  of remaining  oil and gas  reserves at December  31, 2000.  As a
percentage  of oil and gas sales,  this expense  decreased to 13.1% in 2000 from
19.7% in 1999. This



                                      -50-
<PAGE>



percentage  decrease was primarily due to the increases in the average  prices
of oil and gas sold.

      General and  administrative  expenses  increased  $2,668 (1.0%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 9.9% in 2000 from 14.9% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.


                                II-F Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $174,627 (7.5%) in 2001 as compared to
2000. Of this increase, approximately (i) $193,000 was related to an increase in
the average  price of gas sold and (ii)  $163,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately  (i)  $128,000  related to a decrease in the average  price of oil
sold and (ii) $53,000  related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 5,790 barrels, while volumes of gas sold decreased 15,753 Mcf
in 2001 as compared to 2000.  The increase in volumes of oil sold was  primarily
due to (i) positive  prior period volume  adjustments  made by the purchasers on
two  significant  wells  during  2001  and  (ii)  increased  production  on  one
significant  well due to the  successful  workover of that well during mid 2001.
Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per barrel
in 2000.  Average gas prices  increased  to $3.75 per Mcf in 2001 from $3.34 per
Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $91,267 (22.1%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.3% in 2001 from 17.8% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $78,598  (36.8%)  in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.7% in
2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.



                                      -51-
<PAGE>




      General and  administrative  expenses  increased  $4,377 (2.1%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 8.4% in 2001 from 8.8% in 2000.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $20,942,051 or 122.18% of Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $647,923 (38.9%) in 2000 as compared to
1999. Of this increase,  approximately $290,000 and $688,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $161,000 and  $169,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 9,684 barrels and 88,415 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to a positive  prior period  volume  adjustment  made by the operator on one
significant well during 1999 and normal declines in production.  Average oil and
gas prices  increased to $28.14 per barrel and $3.34 per Mcf,  respectively,  in
2000 from $16.64 per barrel and $1.91 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $38,732 (8.6%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 17.8% in 2000 from 27.1% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $93,251  (30.4%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a percentage of oil and gas sales,  this expense  decreased to 9.2%
in 2000 from 18.4% in 1999.  This  percentage  decrease was primarily due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.



                                      -52-
<PAGE>




      General and  administrative  expenses  increased  $2,398 (1.2%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 8.8% in 2000 from 12.1% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.


                                II-G Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $369,434 (7.5%) in 2001 as compared to
2000. Of this increase, approximately (i) $427,000 was related to an increase in
the average  price of gas sold and (ii)  $340,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately  (i)  $268,000  related to a decrease in the average  price of oil
sold and (ii) $130,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased  12,091 barrels,  while volumes of gas sold decreased  39,049
Mcf in 2001 as  compared  to  2000.  The  increase  in  volumes  of oil sold was
primarily  due to (i)  positive  prior  period  volume  adjustments  made by the
purchasers on two significant wells during 2001 and (ii) increased production on
one  significant  well due to the  successful  workover  of that well during mid
2001.  Average oil prices decreased to $24.00 per barrel in 2001 from $28.14 per
barrel in 2000. Average gas prices increased to $3.76 per Mcf in 2001 from $3.33
per Mcf in 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $190,266 (21.5%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.4% in 2001 from 18.0% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $170,164  (37.2%) in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.9% in
2001 from 9.3% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.



                                      -53-
<PAGE>



      General and  administrative  expenses  decreased $11,745 (2.7%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 8.1% in 2001 from 9.0% in 2000. This percentage decrease was primarily due to
the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $43,577,371 or 117.08% of Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $1,387,976  (39.3%) in 2000 as compared
to 1999. Of this increase, approximately $610,000 and $1,461,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $341,000 and
$342,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased  20,554  barrels  and  179,062  Mcf,
respectively,  in 2000 as compared to 1999.  The decrease in volumes of oil sold
was primarily due to normal  declines in production.  The decrease in volumes of
gas sold was primarily due to a positive prior period volume  adjustment made by
the  operator  on one  significant  well  during  1999 and  normal  declines  in
production.  Average oil and gas prices increased to $28.14 per barrel and $3.33
per Mcf,  respectively,  in 2000  from  $16.58  per  barrel  and  $1.91 per Mcf,
respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $79,893 (8.3%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 18.0% in 2000 from 27.4% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $202,798  (30.7%) in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a percentage of oil and gas sales,  this expense  decreased to 9.3%
in 2000 from 18.7% in 1999.  This  percentage  decrease was primarily due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.



                                      -54-
<PAGE>




      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 9.0% in 2000 from  12.4% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.


                                II-H Partnership
                                ----------------

                      Year Ended December 31, 2001 Compared
                         to Year Ended December 31, 2000
                     --------------------------------------

      Total oil and gas sales  increased  $95,141  (8.2%) in 2001 as compared to
2000. Of this increase, approximately (i) $106,000 was related to an increase in
the  average  price of gas sold and (ii)  $77,000  was related to an increase in
volumes of oil sold.  These  increases  were  partially  offset by  decreases of
approximately (i) $62,000 related to a decrease in the average price of oil sold
and (ii)  $26,000  related to a decrease in volumes of gas sold.  Volumes of oil
sold increased  2,757 barrels,  while volumes of gas sold decreased 7,890 Mcf in
2001 as compared to 2000.  The increase in volumes of oil sold was primarily due
to (i) positive  prior period volume  adjustments  made by the purchasers on two
significant  wells during 2001 and (ii) increased  production on one significant
well due to the  successful  workover of that well during mid 2001.  Average oil
prices  decreased  to $24.01 per barrel in 2001 from  $28.13 per barrel in 2000.
Average  gas  prices  increased  to $3.77 per Mcf in 2001 from  $3.33 per Mcf in
2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $46,664 (21.8%) in 2001 as compared to 2000. This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2001  and (ii) an  increase  in  production  taxes  associated  with the
increase  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses increased to 20.7% in 2001 from 18.4% in 2000. This percentage increase
was primarily due to the dollar increase in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $40,727  (38.0%)  in 2001 as  compared  to 2000.  This  increase  was
primarily due to several  wells being fully  depleted in 2001 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by upward  revisions in the  estimates of remaining gas reserves at December 31,
2001. As a percentage of oil and gas sales,  this expense  increased to 11.8% in
2001 from 9.2% in 2000. This percentage increase was primarily due to the dollar
increase in depreciation, depletion, and amortization.



                                      -55-
<PAGE>




      General and  administrative  expenses  increased $10,787 (9.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 9.6% in 2001 from 9.5% in 2000.

      The Limited Partners have received cash distributions through December 31,
2001 totaling $10,159,364 or 110.78% of Limited Partners' capital contributions.


                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $325,359 (38.9%) in 2000 as compared to
1999. Of this increase,  approximately $141,000 and $344,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $79,000  and  $81,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 4,758 barrels and 42,234 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to a positive  prior period  volume  adjustment  made by the operator on one
significant well during 1999 and normal declines in production.  Average oil and
gas prices  increased to $28.13 per barrel and $3.33 per Mcf,  respectively,  in
2000 from $16.62 per barrel and $1.92 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $18,704 (8.0%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 18.4% in 2000 from 27.8% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $50,028  (31.8%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a percentage of oil and gas sales,  this expense  decreased to 9.2%
in 2000 from 18.8% in 1999.  This  percentage  decrease was primarily due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.



                                      -56-
<PAGE>




      General and  administrative  expenses  increased  $2,339 (2.2%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 9.5% in 2000 from 12.9% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.


      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 2001,  2000, and 1999.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                      -57-
<PAGE>




                              2001 Compared to 2000
                              ---------------------

                              Average Sales Prices
--------------------------------------------------------------------------
P/ship               2001                     2000             % Change
------         ------------------      ------------------    -------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---

 II-A          $23.99      $4.12       $27.49     $3.59       (13%)    15%
 II-B           24.36       4.34        27.44      3.54       (11%)    23%
 II-C           24.28       4.30        27.82      3.51       (13%)    23%
 II-D           22.78       4.42        27.84      3.41       (18%)    30%
 II-E           24.32       4.03        29.24      3.38       (17%)    19%
 II-F           24.00       3.75        28.14      3.34       (15%)    12%
 II-G           24.00       3.76        28.14      3.33       (15%)    13%
 II-H           24.01       3.77        28.13      3.33       (15%)    13%

                               Production Volumes
----------------------------------------------------------------------------
P/ship              2001                      2000               % Change
------       --------------------      --------------------    -------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------     ---------      ------    ---------     ------   -----

 II-A        67,519      774,153       77,024    1,003,723      (12%)   (23%)
 II-B        49,375      570,423       52,155      707,543      ( 5%)   (19%)
 II-C        14,034      302,093       16,424      398,166      (15%)   (24%)
 II-D        18,970      712,930       32,648      836,567      (42%)   (15%)
 II-E        24,064      490,127       23,708      611,642        2%    (20%)
 II-F        30,965      465,214       25,175      480,967       23%    ( 3%)
 II-G        64,898      992,099       52,807    1,031,148       23%    ( 4%)
 II-H        15,054      237,600       12,297      245,490       22%    ( 3%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2001     2000     % Change
                    ------    -----    -----     --------

                     II-A     $9.29    $5.81        60%
                     II-B      7.29     5.85        25%
                     II-C      6.77     4.89        38%
                     II-D      8.69     5.45        59%
                     II-E      7.74     4.61        68%
                     II-F      4.64     3.92        18%
                     II-G      4.67     3.94        19%
                     II-H      4.77     4.02        19%




                                      -58-
<PAGE>




                              2000 Compared to 1999
                              ---------------------

                              Average Sales Prices
--------------------------------------------------------------------------
P/ship               2000                     1999              % Change
------         ------------------      ------------------     ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---

 II-A          $27.49     $3.59        $16.25     $2.09        69%     72%
 II-B           27.44      3.54         16.18      2.04        70%     74%
 II-C           27.82      3.51         16.68      2.00        67%     76%
 II-D           27.84      3.41         16.43      2.02        69%     69%
 II-E           29.24      3.38         17.49      1.99        67%     70%
 II-F           28.14      3.34         16.64      1.91        69%     75%
 II-G           28.14      3.33         16.58      1.91        70%     74%
 II-H           28.13      3.33         16.62      1.92        69%     73%

                               Production Volumes
----------------------------------------------------------------------------
P/ship              2000                      1999               % Change
------       --------------------      --------------------    -------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------     ---------      ------    ---------     ------   -----

 II-A        77,024     1,003,723      84,033    1,149,550     ( 8%)    (13%)
 II-B        52,155       707,543      56,749      870,203     ( 8%)    (19%)
 II-C        16,424       398,166      17,691      500,545     ( 7%)    (20%)
 II-D        32,648       836,567      33,890    1,010,194     ( 4%)    (17%)
 II-E        23,708       611,642      32,352      624,562     (27%)    ( 2%)
 II-F        25,175       480,967      34,859      569,382     (28%)    (16%)
 II-G        52,807     1,031,148      73,361    1,210,210     (28%)    (15%)
 II-H        12,297       245,490      17,055      287,724     (28%)    (15%)


                          Average Production Costs
                        per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2000     1999     % Change
                    ------    -----    -----     --------

                     II-A     $5.81    $4.71       23%
                     II-B      5.85     4.76       23%
                     II-C      4.89     4.35       12%
                     II-D      5.45     5.47       -
                     II-E      4.61     4.09       13%
                     II-F      3.92     3.48       13%
                     II-G      3.94     3.51       12%
                     II-H      4.02     3.58       12%



                                      -59-
<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, where methods are employed to permit more efficient recovery
of  reserves,  or  where  identified   developmental  drilling  or  recompletion
opportunities  are pursued,  thereby  resulting in a positive  economic  impact.
Assuming  2001  production  levels for future  years,  the  Partnerships  proved
reserve  quantities  at  December  31, 2001 would have the  following  remaining
lives:

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

                     II-A               7.6              5.5
                     II-B               7.5              5.8
                     II-C              10.8              6.8
                     II-D              13.2             10.2
                     II-E               7.4              6.1
                     II-F               6.5              7.1
                     II-G               6.5              7.1
                     II-H               6.5              7.1

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the oil and gas prices at December  31, 2001 may
cause a decrease in the estimated life of said reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further  material  capital  resource  commitments  in  the  future.   Occasional
expenditures  for new wells or well  recompletions  or workovers,  however,  may
reduce or eliminate cash available for a particular quarterly cash distribution.
During 2001,  capital  expenditures  for the II-A,  II-B, and II-C  Partnerships
totaled $149,585, $492,951, and $82,009,  respectively.  These expenditures were
primarily due to the drilling of three development wells located in Kern County,
California.  The II-A,  II-B,  and II-C  Partnerships  own working  interests of
approximately  3.9%,  16.2%,  and  2.4%,  respectively,   in  these  wells.  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 2001, 2000,
and 1999.  The sale of the  Partnerships'  properties  were 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.



                                      -60-
<PAGE>



Net  proceeds  from the  sale of any such  properties  were  distributed  to the
Partnerships  and  included  in  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 2001, 2000, and 1999, were as follows:

            Partnership        2001           2000           1999
            -----------     ---------       --------        -------

               II-A         $  7,285        $ 99,721        $14,441
               II-B            1,187         257,751         39,541
               II-C           21,996         113,746          9,704
               II-D          112,686         723,535         36,944
               II-E           61,553         171,330         27,869
               II-F           24,684          92,073          8,302
               II-G           52,882         193,656         17,979
               II-H           12,783          45,271          4,342

      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.

      In  August,  1999,  the II-A  Partnership  received  insurance  settlement
proceeds  in the amount of  $202,500  for the costs  incurred to drill the State
lease  8191 No. 4 well in St.  Bernard  Parish,  Louisiana  for the  purpose  of
relieving  pressure in another well which  suffered a blowout  during a workover
attempt.  This well was completed as a producing gas well in 1998. The insurance
proceeds  amount  was  included  in the  II-A  Partnership's  August  1999  cash
distribution.

      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.

      The  Partnerships   would  have  terminated  on  December  31,  2001  in
accordance with the Partnership Agreements.  However, the



                                      -61-
<PAGE>



Partnership  Agreements  provide that the General Partner may extend the term of
each  Partnership  for up to five periods of two years each. The General Partner
has extended the terms of the  Partnerships  for their first two-year  extension
thereby extending their termination date to December 31, 2003. As of the date of
this Annual Report,  the General  Partner has not determined  whether to further
extend the term of any Partnership.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.


      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
2001. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."




                                      -62-
<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 General Partner
      ----------------      ---     --------------------------------

      Dennis R. Neill        49     President and Director

      Judy K. Fox            50     Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of 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



                                      -63-
<PAGE>



Gas  Company,  Circle L Drilling  Company,  Snyder  Exploration  Company,  and
Compression, Inc.

      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 best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2001 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.  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  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2001, 2000, and 1999, 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 amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.



                                      -64-
<PAGE>




            Partnership        2001         2000          1999
            -----------      --------     --------      --------

               II-A          $509,772     $509,772      $509,772
               II-B           380,760      380,760       380,760
               II-C           162,756      162,756       162,756
               II-D           331,452      331,452       331,452
               II-E           240,864      240,864       240,864
               II-F           180,420      180,420       180,420
               II-G           391,776      391,776       391,776
               II-H            96,540       96,540        96,540

      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  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2001, 2000, and 1999:



                                      -65-
<PAGE>

<TABLE>
<CAPTION>
                                         Salary Reimbursements

                                            II-A Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

                                                             Long Term Compensation
                                                         -------------------------------
                              Annual Compensation               Awards          Payouts
                           -------------------------     ---------------------  -------
                                                                      Securi-
                                                Other                  ties                All
     Name                                       Annual   Restricted   Under-              Other
      and                                      Compen-     Stock      lying      LTIP    Compen-
   Principal               Salary    Bonus     sation     Award(s)   Options/   Payouts  sation
   Position          Year    ($)      ($)        ($)        ($)       SARs(#)     ($)      ($)
---------------      ----  -------  -------    -------   ----------  --------   -------  -------
<S>                 <C>     <C>       <C>        <C>        <C>        <C>        <C>      <C>
Dennis R. Neill,
President(1)         1999     -        -          -          -          -          -        -
                     2000     -        -          -          -          -          -        -
                     2001     -        -          -          -          -          -        -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $311,369    -          -          -          -          -        -
                     2000  $302,550    -          -          -          -          -        -
                     2001  $283,025    -          -          -          -          -        -

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




                                      -66-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-B Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

                                                                Long Term Compensation
                                                            -------------------------------
                                Annual Compensation                Awards           Payouts
                             -------------------------      ---------------------   -------
                                                                         Securi-
                                                  Other                   ties                  All
     Name                                         Annual    Restricted   Under-                Other
      and                                        Compen-      Stock      lying       LTIP     Compen-
   Principal                 Salary     Bonus    sation      Award(s)   Options/    Payouts   sation
   Position          Year      ($)       ($)       ($)         ($)       SARs(#)      ($)       ($)
---------------      ----    -------   -------   -------    ----------  --------    -------   -------
<S>                 <C>       <C>        <C>        <C>        <C>         <C>        <C>       <C>
Dennis R. Neill,
President(1)         1999       -         -         -           -          -           -         -
                     2000       -         -         -           -          -           -         -
                     2001       -         -         -           -          -           -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $232,568     -         -           -          -           -         -
                     2000    $225,981     -         -           -          -           -         -
                     2001    $211,398     -         -           -          -           -         -

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




                                      -67-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-C Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

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

Dennis R. Neill,
President(1)         1999       -         -         -         -            -          -         -
                     2000       -         -         -         -            -          -         -
                     2001       -         -         -         -            -          -         -


All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $99,411      -         -         -            -          -         -
                     2000    $96,596      -         -         -            -          -         -
                     2001    $90,362      -         -         -            -          -         -
----------
(1)   The general and  administrative  expenses paid by the II-C Partnership and attributable to salary
      reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the II-C  Partnership  and no  individual's  salary  or other
      compensation  reimbursement  from the II-C  Partnership  equals or exceeds
      $100,000 per annum.
</TABLE>




                                      -68-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-D Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

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

Dennis R. Neill,
President(1)         1999       -         -         -            -          -         -         -
                     2000       -         -         -            -          -         -         -
                     2001       -         -         -            -          -         -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $202,451     -         -            -          -         -         -
                     2000    $196,717     -         -            -          -         -         -
                     2001    $184,022     -         -            -          -         -         -

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



                                      -69-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-E Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

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

Dennis R. Neill,
President(1)         1999       -        -        -           -            -          -         -
                     2000       -        -        -           -            -          -         -
                     2001       -        -        -           -            -          -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $147,120    -        -           -            -          -         -
                     2000    $142,953    -        -           -            -          -         -
                     2001    $133,728    -        -           -            -          -         -

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




                                      -70-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-F Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

                                                                Long Term Compensation
                                                            -------------------------------
                                Annual Compensation                Awards          Payouts
                             -------------------------      ---------------------  -------
                                                                         Securi-
                                                  Other                   ties                 All
     Name                                         Annual    Restricted   Under-               Other
      and                                        Compen-      Stock      lying      LTIP     Compen-
   Principal                 Salary     Bonus    sation      Award(s)   Options/   Payouts   sation
   Position          Year      ($)       ($)       ($)         ($)       SARs(#)     ($)       ($)
---------------      ----    -------   -------   -------    ----------  --------   -------   -------
<S>                 <C>        <C>       <C>       <C>         <C>         <C>       <C>       <C>
Dennis R. Neill,
President(1)         1999       -         -        -             -          -         -         -
                     2000       -         -        -             -          -         -         -
                     2001       -         -        -             -          -         -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999    $110,201     -        -             -          -         -         -
                     2000    $107,079     -        -             -          -         -         -
                     2001    $100,169     -        -             -          -         -         -
----------
(1)   The general and  administrative  expenses paid by the II-F Partnership and attributable to salary
      reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the II-F  Partnership  and no  individual's  salary  or other
      compensation  reimbursement  from the II-F  Partnership  equals or exceeds
      $100,000 per annum.
</TABLE>




                                      -71-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements

                                            II-G Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

                                                            Long Term Compensation
                                                        ----------------------------------
                              Annual Compensation              Awards              Payouts
                           -------------------------    ---------------------      -------
                                                                      Securi-
                                                Other                  ties                    All
     Name                                       Annual  Restricted    Under-                  Other
      and                                      Compen-    Stock       lying         LTIP     Compen-
   Principal               Salary     Bonus    sation    Award(s)    Options/      Payouts   sation
   Position          Year    ($)       ($)       ($)       ($)        SARs(#)        ($)       ($)
---------------      ----  -------   -------   -------  ----------   --------      -------   -------
<S>                 <C>     <C>        <C>      <C>         <C>         <C>          <C>       <C>
Dennis R. Neill,
President(1)         1999    -          -        -           -           -            -         -
                     2000    -          -        -           -           -            -         -
                     2001    -          -        -           -           -            -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $239,297     -        -           -           -            -         -
                     2000  $232,519     -        -           -           -            -         -
                     2001  $217,514     -        -           -           -            -         -

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




                                      -72-
<PAGE>




<TABLE>
<CAPTION>
                                          Salary Reimbursements
                                            II-H Partnership
                                            ----------------
                                   Three Years Ended December 31, 2001

                                                             Long Term Compensation
                                                         ---------------------------------
                              Annual Compensation               Awards             Payouts
                           -------------------------     ---------------------     -------
                                                                        Securi-
                                                 Other                   ties                  All
     Name                                        Annual  Restricted     Under-                Other
      and                                       Compen-    Stock        lying       LTIP     Compen-
   Principal               Salary      Bonus    sation    Award(s)     Options/    Payouts   sation
   Position          Year    ($)        ($)       ($)       ($)         SARs(#)      ($)       ($)
---------------      ----  -------    -------   -------  ----------    --------    -------   -------
<S>                 <C>      <C>       <C>        <C>        <C>          <C>        <C>        <C>
Dennis R. Neill,
President(1)         1999     -         -          -         -             -          -         -
                     2000     -         -          -         -             -          -         -
                     2001     -         -          -         -             -          -         -

All Executive
Officers,
Directors,
and Employees
as a group(2)        1999  $58,967      -          -         -             -          -         -
                     2000  $57,296      -          -         -             -          -         -
                     2001  $53,599      -          -         -             -          -         -

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



                                      -73-
<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, 2002 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)
------------------------------------                  ------------------

II-A Partnership:
----------------
   Samson Resources Company                            115,718    (23.9%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  115,718    (23.9%)

II-B Partnership:
----------------
   Samson Resources Company                             81,696    (22.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   81,696    (22.6%)



                                      -74-
<PAGE>



II-C Partnership:
----------------
   Samson Resources Company                           44,510      (28.8%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 44,510      (28.8%)

II-D Partnership:
----------------
   Samson Resources Company                           71,086      (22.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 71,086      (22.6%)

II-E Partnership:
----------------
   Samson Resources Company                           60,632      (26.5%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 60,632      (26.5%)

II-F Partnership:
----------------
   Samson Resources Company                           37,940      (22.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 37,940      (22.1%)

II-G Partnership:
----------------
   Samson Resources Company                           66,494      (17.9%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 66,494      (17.9%)

II-H Partnership:
----------------
   Samson Resources Company                           22,340      (24.4%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 22,340      (24.4%)




                                      -75-
<PAGE>




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 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 Partnership who
provide  services to the  Partnership  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.



                                      -76-
<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 II-A
            Geodyne Energy Income Limited Partnership II-B
            Geodyne Energy Income Limited Partnership II-C
            Geodyne Energy Income Limited Partnership II-D
            Geodyne Energy Income Limited Partnership II-E
            Geodyne Energy Income Limited Partnership II-F
            Geodyne Energy Income Limited Partnership II-G
            Geodyne Energy Income Limited Partnership II-H

            as of December  31, 2001 and 2000 and for each of the three years in
            the period ended December 31, 2001 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:

Exh.
No.     Exhibit
---     -------

*4.1     Agreement and Certificate of Limited  Partnership dated July 22, 1987
         for the Geodyne Energy Income Limited Partnership II-A.

*4.2     First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-A.

*4.3     Second Amendment to Agreement and Certificate of Limited  Partnership
         dated  August  4,  1993  for  the  Geodyne   Energy  Income   Limited
         Partnership II-A.



                                      -77-
<PAGE>




*4.4     Third Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne Energy Income Limited  Partnership
         II-A.

*4.5     Fourth Amendment to Agreement and Certificate of Limited  Partnership
         dated  November  14,  2001  for the  Geodyne  Energy  Income  Limited
         Partnership II-A.

*4.6     Amended and Restated  Certificate of Limited  Partnership dated March
         9, 1989 for the Geodyne Energy Income Limited Partnership II-A.

*4.7     Second  Amendment  to Amended  and  Restated  Certificate  of Limited
         Partnership  dated  July 1,  1996,  for  the  Geodyne  Energy  Income
         Limited Partnership II-A.

*4.8     Third  Amendment  to  Amended  and  Restated  Certificate  of Limited
         Partnership  dated  November 14, 2001,  for the Geodyne Energy Income
         Limited Partnership II-A.

*4.9     Agreement and  Certificate of Limited  Partnership  dated October 14,
         1987 for the Geodyne Energy Income Limited Partnership II-B.

*4.10    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-B.

*4.11    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-B.

*4.12    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-B.

*4.13    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-B.

*4.14    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-B.

*4.15    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-B.

*4.16    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-B.



                                      -78-
<PAGE>



*4.17    Agreement  and  Certificate  of  Limited  Partnership dated January 13,
         1988 for the Geodyne Energy Income Limited Partnership II-C.

*4.18    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-C.

*4.19    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-C.

*4.20    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-C.

*4.21    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-C.

*4.22    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-C.

*4.23    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-C.

*4.24    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-C.

*4.25    Agreement and Certificate of Limited  Partnership  dated May 10, 1988
         for the Geodyne Energy Income Limited Partnership II-D.

*4.26    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-D.

*4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-D.

*4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-D.

*4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-D.



                                      -79-
<PAGE>



*4.30    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-D.

*4.31    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-D.

*4.32    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-D.

*4.33    Agreement and Certificate of Limited  Partnership dated September 27,
         1988 for the Geodyne Energy Income Limited Partnership II-E.

*4.34    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-E.

*4.35    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-E.

*4.36    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E.

*4.37    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E.

*4.38    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-E.

*4.39    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-E.

*4.40    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-E.

*4.41    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-E.

*4.42    Agreement and  Certificate  of Limited  Partnership  dated January 5,
         1989 for the Geodyne Energy Income Limited Partnership II-F.



                                      -80-
<PAGE>



*4.42a   Certificate  of Limited  Partnership  dated  January  5, 1989,  for the
         Geodyne Energy Income Limited Partnership II-F.

*4.43    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-F.

*4.44    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-F.

*4.45    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-F.

*4.46    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-F.

*4.47    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-F.

*4.48    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-F.

*4.49    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-F.

*4.50    Agreement  and  Certificate  of Limited  Partnership  dated April 10,
         1989 for the Geodyne Energy Income Limited Partnership II-G.

*4.51    Certificate  of Limited  Partnership  dated April 10,  1989,  for the
         Geodyne Energy Income Limited Partnership II-G.

*4.52    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-G.

*4.53    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-G.

*4.54    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-G.



                                      -81-
<PAGE>



*4.55    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-G.

*4.56    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-G.

*4.57    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-G.

*4.58    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-G.

*4.59    Agreement and Certificate of Limited  Partnership  dated May 17, 1989
         for the Geodyne Energy Income Limited Partnership II-H.

*4.60    Certificate  of  Limited  Partnership  dated  May 17,  1989,  for the
         Geodyne Energy Income Limited Partnership II-H.

*4.61    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 25, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-H.

*4.62    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H.

*4.63    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-H.

*4.64    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-H.

*4.65    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-H.

*4.66    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-H.

*4.67    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H.

*10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-A.



                                      -82-
<PAGE>



*10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-A.

*10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-A.

*10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-A.

*10.5    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-B.

*10.6    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-B.

*10.7    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-B.

*10.8    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-B.

*10.9    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-C.

*10.10   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-C.

*10.11   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-C.

*10.12   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-C.

*10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-D.

*10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-D.

*10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-D.

*10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-D.

*10.17   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-E.

*10.18   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-E.

*10.19   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-E.



                                      -83-
<PAGE>



*10.20   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-E.

*10.21   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-F.

*10.22   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-F.

*10.23   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-F.

*10.24   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-F.

*10.25   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-G.

*10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-G.

*10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-G.

*10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-G.

*10.29   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-H.

*10.30   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-H.

*10.31   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-H.

*10.32   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-H.

*23.1    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-A.

*23.2    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-B.

*23.3    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-C.

*23.4    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-D.

*23.5    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-E.



                                      -84-
<PAGE>



*23.6    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-F.

*23.7    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-G.

*23.8    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-H.

         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.

(b)      Reports on Form 8-K filed during the fourth quarter of 2001:

Each Partnership filed a Current Report of Form 8-K as follows:

            Date of Event               November 14, 2001
            Date filed with the SEC     November 16,
            2001 Items Included         Item 5 - Other Events
                                        Item 7 - Exhibits



                                      -85-
<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 II-A
                                  Geodyne Energy Income Limited Partnership II-B
                                  Geodyne Energy Income Limited Partnership II-C
                                  Geodyne Energy Income Limited Partnership II-D
                                  Geodyne Energy Income Limited Partnership II-E
                                  Geodyne Energy Income Limited Partnership II-F
                                  Geodyne Energy Income Limited Partnership II-G
                                  Geodyne Energy Income Limited Partnership II-H


                                  By:   GEODYNE RESOURCES, INC.
                                        General Partner

                                        February 26, 2002


                                  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  (with respect to the registrant's  general  partner,  Geodyne
Resources, Inc.) on the dates indicated.

By:   //s//Dennis R. Neill       President and            February 26, 2002
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)


     //s// Craig D. Loseke       Chief Financial          February 26, 2002
      -------------------        Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

     //s// Judy K. Fox
      -------------------        Secretary                February 26, 2002
         Judy K. Fox


                                      -86-
<PAGE>
ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A


      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  II-A, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-A,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.




                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-1
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001         2000
                                         ----------   ----------
CURRENT ASSETS:
   Cash and cash equivalents             $  414,467   $1,070,734
   Accounts receivable:
      Oil and gas sales                     396,257    1,042,022
      General Partner (Note 2)              130,610         -
                                          ---------    ---------
      Total current assets               $  941,334   $2,112,756

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          2,204,572    2,827,525

DEFERRED CHARGE                             695,623      813,560
                                          ---------    ---------
                                         $3,841,529   $5,753,841
                                          =========    =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  153,728   $  169,414
   Accrued Liability - Other (Note 1)        73,800         -
   Gas imbalance payable                     96,299      103,856
                                          ---------    ---------
      Total current liabilities          $  323,827   $  273,270

ACCRUED LIABILITY                        $  243,327   $  252,704

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  285,152) ($  333,839)
   Limited Partners, issued and
      outstanding, 484,283 Units          3,559,527    5,561,706
                                          ---------    ---------
      Total Partners' capital            $3,274,375   $5,227,867
                                          ---------    ---------
                                         $3,841,529   $5,753,841
                                          =========    =========





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



                                      F-2
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                  Combined Statements of Operations
        For the Years Ended December 31, 2001, 2000, and 1999

                                 2001        2000        1999
                              ----------  ----------  ----------

REVENUES:
   Oil and gas sales          $4,812,392  $5,718,890  $3,762,931
   Interest income                31,927      43,440      18,160
   Gain on sale of oil and
      gas properties             137,823      87,841       6,465
   Insurance settlement
      income                        -           -        202,500
                               ---------   ---------   ---------
                              $4,982,142  $5,850,171  $3,990,056

COSTS AND EXPENSES:
   Lease operating            $1,538,430  $1,097,459  $1,082,603
   Production tax                287,607     321,511     215,157
   Depreciation, depletion,
      and amortization of oil
      and gas properties         772,466     785,707     599,790
   General and
      administrative             550,462     573,982     571,548
                               ---------   ---------   ---------
                              $3,148,965  $2,778,659  $2,469,098
                               ---------   ---------   ---------
NET INCOME                    $1,833,177  $3,071,512  $1,520,958
                               =========   =========   =========

GENERAL PARTNER -
   NET INCOME                 $  249,356  $  373,521  $   99,132
                               =========   =========   =========

LIMITED PARTNERS -
   NET INCOME                 $1,583,821  $2,697,991  $1,421,826
                               =========   =========   =========

NET INCOME per Unit           $     3.27  $     5.57  $     2.94
                               =========   =========   =========

UNITS OUTSTANDING                484,283     484,283     484,283
                               =========   =========   =========




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



                                      F-3
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999

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

Balance, Dec. 31, 1998    $ 5,469,889   ($417,336)    $ 5,052,553
   Net income               1,421,826      99,132       1,520,958
   Cash distributions    (  1,269,000)  (  61,991)   (  1,330,991)
                           ----------     -------      ----------

Balance, Dec. 31, 1999    $ 5,622,715   ($380,195)    $ 5,242,520
   Net income               2,697,991     373,521       3,071,512
   Cash distributions    (  2,759,000)  ( 327,165)   (  3,086,165)
                           ----------     -------      ----------

Balance, Dec. 31, 2000    $ 5,561,706   ($333,839)    $ 5,227,867
   Net income               1,583,821     249,356       1,833,177
   Cash distributions    (  3,586,000)  ( 200,669)   (  3,786,669)
                           ----------     -------      ----------

Balance, Dec. 31, 2001    $ 3,559,527   ($285,152)    $ 3,274,375
                           ==========     =======      ==========


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



                                      F-4
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001            2000           1999
                                  ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,833,177     $3,071,512     $1,520,958
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             772,466        785,707        599,790
      Gain on sale of oil and
        gas properties             (   137,823)   (    87,841)   (     6,465)
      (Increase) decrease in
        accounts receivable-
        oil and gas sales              645,765    (   339,630)   (   196,110)
      (Increase) decrease in
        deferred charge                117,937    (    80,705)   (    31,369)
      Increase (decrease) in
        accounts payable           (    15,686)        56,461    (    58,809)
      Increase in accounts
        payable - other                 73,800           -             -
      Decrease in gas
        imbalance payable          (     7,557)   (    19,945)   (     2,103)
      Increase (decrease) in
        accrued liability          (     9,377)        31,266         41,113
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $3,272,702     $3,416,825     $1,867,005
                                     ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  149,585)   ($   83,625)   ($   39,957)
   Proceeds from sale of
      oil and gas properties             7,285         99,721         14,441
                                     ---------      ---------      ---------
   Net cash provided (used)
      by investing activities      ($  142,300)    $   16,096    ($   25,516)
                                     ---------      ---------      ---------

                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($3,786,669)   ($3,086,165)   ($1,330,991)
                                     ---------      ---------      ---------
   Net cash used by financing
      activities                   ($3,786,669)   ($3,086,165)   ($1,330,991)
                                     ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  656,267)    $  346,756     $  510,498

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            1,070,734        723,978        213,480
                                     ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  414,467     $1,070,734     $  723,978
                                     =========      =========      =========



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



                                      F-6
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-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  II-B, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-B,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-7
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                             2001         2000
                                         ------------ ------------
CURRENT ASSETS:
   Cash and cash equivalents              $  262,153   $  714,162
   Accounts receivable:
      Oil and gas sales                      323,116      728,372
                                           ---------    ---------
      Total current assets                $  585,269   $1,442,534

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method           1,821,517    1,530,002

DEFERRED CHARGE                              214,754      204,209
                                           ---------    ---------
                                          $2,621,540   $3,176,745
                                           =========    =========

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

CURRENT LIABILITIES:
   Accounts payable                       $  126,662   $  128,102
   Gas imbalance payable                      48,060       17,720
                                           ---------    ---------
      Total current liabilities           $  174,722   $  145,822

ACCRUED LIABILITY                         $   47,436   $   87,878

PARTNERS' CAPITAL (DEFICIT):
   General Partner                       ($  302,054) ($  269,807)
   Limited Partners, issued and
      outstanding, 361,719 Units           2,701,436    3,212,852
                                           ---------    ---------
      Total Partners' capital             $2,399,382   $2,943,045
                                           ---------    ---------
                                          $2,621,540   $3,176,745
                                           =========    =========


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



                                      F-8
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                  Combined Statements of Operations
        For the Years Ended December 31, 2001, 2000, and 1999

                                 2001         2000        1999
                              ----------   ----------  ----------
REVENUES:
   Oil and gas sales          $3,677,731   $3,937,680  $2,693,717
   Interest income                18,313       29,499       9,475
   Gain on sale of oil
      and gas properties           1,187      248,993      21,562
                               ---------    ---------   ---------
                              $3,697,231   $4,216,172  $2,724,754

COSTS AND EXPENSES:
   Lease operating            $  846,524   $  771,307  $  785,484
   Production tax                206,937      224,174     174,652
   Depreciation, depletion,
      and amortization of oil
      and gas properties         201,436      787,991     338,190
   General and
      administrative             415,799      429,630     426,100
                               ---------    ---------   ---------
                              $1,670,696   $2,213,102  $1,724,426
                               ---------    ---------   ---------
NET INCOME                    $2,026,535   $2,003,070  $1,000,328
                               =========    =========   =========

GENERAL PARTNER -
   NET INCOME                 $  218,951   $  163,872  $   63,070
                               =========    =========   =========

LIMITED PARTNERS -
   NET INCOME                 $1,807,584   $1,839,198  $  937,258
                               =========    =========   =========

NET INCOME per Unit           $     5.00   $     5.08  $     2.59
                               =========    =========   =========

UNITS OUTSTANDING                361,719      361,719     361,719
                               =========    =========   =========



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



                                      F-9
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998      $3,309,396    ($320,234)  $2,989,162
   Net income                  937,258       63,070    1,000,328
   Cash distributions      (   790,000)   (  33,609) (   823,609)
                             ---------      -------    ---------

Balance, Dec. 31, 1999      $3,456,654    ($290,773)  $3,165,881
   Net income                1,839,198      163,872    2,003,070
   Cash distributions      ( 2,083,000)   ( 142,906) ( 2,225,906)
                             ---------      -------    ---------

Balance, Dec. 31, 2000      $3,212,852    ($269,807)  $2,943,045
   Net income                1,807,584      218,951    2,026,535
   Cash distributions      ( 2,319,000)   ( 251,198) ( 2,570,198)
                             ---------      -------    ---------

Balance, Dec. 31, 2001      $2,701,436    ($302,054)  $2,399,382
                             =========      =======    =========




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



                                      F-10
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                     2001          2000           1999
                                 ------------  ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $2,026,535    $2,003,070     $1,000,328
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties           201,436       787,991        338,190
      Gain on sale of
        oil and gas properties   (     1,187)  (   248,993)   (    21,562)
      (Increase) decrease in
        accounts receivable          405,256   (   216,333)   (   183,705)
      (Increase) decrease in
        deferred charge          (    10,545)       26,111    (    50,487)
      Increase (decrease) in
        accounts payable         (     1,440)       38,790         11,929
      Increase (decrease) in
        gas imbalance payable         30,340   (     4,170)         2,100
      Decrease in accrued
        liability                (    40,442)  (     9,651)   (     1,152)
                                   ---------     ---------      ---------
   Net cash provided by
      operating activities        $2,609,953    $2,376,815     $1,095,641
                                   ---------     ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($  492,951)  ($   67,336)   ($   45,756)
   Proceeds from sale of
      oil and gas properties           1,187       257,751         39,541
                                   ---------     ---------      ---------
   Net cash provided (used) by
      investing activities       ($  491,764)   $  190,415    ($    6,215)
                                   ---------     ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($2,570,198)  ($2,225,906)   ($  823,609)
                                   ---------     ---------      ---------
   Net cash used by financing
      activities                 ($2,570,198)  ($2,225,906)   ($  823,609)
                                   ---------     ---------      ---------




                                      F-11
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     ($  452,009)   $  341,324     $  265,817

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD            714,162    $  372,838        107,021
                                   ---------     ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $  262,153    $  714,162     $  372,838
                                   =========     =========      =========



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



                                      F-12
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-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  II-C, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-C,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.







                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-13
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001          2000
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  115,201    $  412,356
   Accounts receivable:
      Oil and gas sales                     137,952       350,577
                                          ---------     ---------
      Total current assets               $  253,153    $  762,933

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                   856,666       878,906

DEFERRED CHARGE                             128,827       130,095
                                          ---------     ---------
                                         $1,238,646    $1,771,934
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   50,950    $   21,688
   Gas imbalance payable                     29,876        15,380
                                          ---------     ---------
      Total current liabilities          $   80,826    $   37,068

ACCRUED LIABILITY                        $   29,477    $   54,138

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  130,178)  ($  105,478)
   Limited Partners, issued and
      outstanding, 154,621 Units          1,258,521     1,786,206
                                          ---------     ---------
      Total Partners' capital            $1,128,343    $1,680,728
                                          ---------     ---------
                                         $1,238,646    $1,771,934
                                          =========     =========




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



                                      F-14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001          2000          1999
                                   ----------    ----------    ----------
REVENUES:
   Oil and gas sales               $1,640,398    $1,856,040    $1,296,468
   Interest income                     11,305        13,304         5,862
   Gain on sale of oil
      and gas properties               21,996        90,494         3,257
                                    ---------     ---------     ---------
                                   $1,673,699    $1,959,838    $1,305,587

COSTS AND EXPENSES:
   Lease operating                 $  327,353    $  285,595    $  345,340
   Production tax                     108,506       118,875        94,982
   Depreciation, depletion,
      and amortization of oil
      and gas properties              104,249       350,665       180,007
   General and administrative         188,517       185,566       183,887
                                    ---------     ---------     ---------
                                   $  728,625    $  940,701    $  804,216
                                    ---------     ---------     ---------
NET INCOME                         $  945,074    $1,019,137    $  501,371
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  102,759    $  132,143    $   65,752
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $  842,315    $  886,994    $  435,619
                                    =========     =========     =========

NET INCOME per Unit                $     5.45    $     5.74    $     2.82
                                    =========     =========     =========

UNITS OUTSTANDING                     154,621       154,621       154,621
                                    =========     =========     =========







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




                                      F-15
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999

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

Balance, Dec. 31, 1998      $1,765,593    ($133,264)   $1,632,329
   Net income                  435,619       65,752       501,371
   Cash distributions      (   390,000)   (  51,633)  (   441,633)
                             ---------      -------     ---------

Balance, Dec. 31, 1999      $1,811,212    ($119,145)   $1,692,067
   Net income                  886,994      132,143     1,019,137
   Cash distributions      (   912,000)   ( 118,476)  ( 1,030,476)
                             ---------      -------     ---------

Balance, Dec. 31, 2000      $1,786,206    ($105,478)   $1,680,728
   Net income                  842,315      102,759       945,074
   Cash distributions      ( 1,370,000)   ( 127,459)  ( 1,497,459)
                             ---------      -------     ---------

Balance, Dec. 31, 2001      $1,258,521    ($130,178)   $1,128,343
                             =========      =======     =========


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



                                      F-16
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                       2001            2000           1999
                                   ------------    ------------   -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $  945,074      $1,019,137     $ 501,371
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             104,249         350,665       180,007
      Gain on sale of oil
        and gas properties         (    21,996)    (    90,494)   (    3,257)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              212,625     (   105,826)   (   87,476)
      (Increase) decrease in
        deferred charge                  1,268     (       431)       23,748
      Increase (decrease) in
        accounts payable                29,262     (    16,667)        8,507
      Increase (decrease) in
        gas imbalance payable           14,496     (     4,920)  (    17,949)
      Increase (decrease) in
        accrued liability          (    24,661)             75   (     5,245)
                                     ---------       ---------     ---------
   Net cash provided by
      operating activities          $1,260,317      $1,151,539    $  599,706
                                     ---------       ---------     ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   82,009)    ($   27,273)  ($   29,574)
   Proceeds from sale of
      oil and gas properties            21,996         113,746         9,704
                                     ---------       ---------     ---------
   Net cash provided (used)
      by investing activities      ($   60,013)     $   86,473   ($   19,870)
                                     ---------       ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,497,459)    ($1,030,476)  ($  441,633)
                                     ---------       ---------     ---------
   Net cash used by financing
      activities                   ($1,497,459)    ($1,030,476)  ($  441,633)
                                     ---------       ---------     ---------



                                      F-17
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  297,155)     $  207,536    $  138,203

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              412,356         204,820        66,617
                                     ---------       ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  115,201      $  412,356    $  204,820
                                     =========       =========     =========





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



                                      F-18
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-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  II-D, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-D,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-19
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001          2000
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  170,516    $1,432,990
   Accounts receivable:
      Oil and gas sales                     315,910       703,180
                                          ---------     ---------
      Total current assets               $  486,426    $2,136,170

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,561,694     1,737,343

DEFERRED CHARGE                             370,412       397,689
                                          ---------     ---------
                                         $2,418,532    $4,271,202
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   84,721    $   54,672
   Payable to General Partner (Note 2)       65,905           -
   Gas imbalance payable                     55,098        74,121
                                          ---------     ---------
      Total current liabilities          $  205,724    $  128,793

ACCRUED LIABILITY                        $  112,500    $  154,927

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  238,692)  ($  180,437)
   Limited Partners, issued and
      outstanding, 314,878 Units          2,339,000     4,167,919
                                          ---------     ---------
      Total Partners' capital            $2,100,308    $3,987,482
                                          ---------     ---------
                                         $2,418,532    $4,271,202
                                          =========     =========





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



                                      F-20
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001          2000           1999
                                   ----------    ----------     ----------
REVENUES:
   Oil and gas sales               $3,581,469    $3,757,651     $2,598,616
   Interest income                     30,461        34,763         15,031
   Gain on sale of oil
      and gas properties              112,686       514,114         36,944
                                    ---------     ---------      ---------
                                   $3,724,616    $4,306,528     $2,650,591

COSTS AND EXPENSES:
   Lease operating                 $  947,567    $  672,765     $  924,509
   Production tax                     249,523       264,546        182,274
   Depreciation, depletion,
      and amortization of oil
      and gas properties              344,966       415,030        425,805
   General and administrative         364,691       374,358        371,301
                                    ---------     ---------      ---------
                                   $1,906,747    $1,726,699     $1,903,889
                                    ---------     ---------      ---------
NET INCOME                         $1,817,869    $2,579,829     $  746,702
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  209,788    $  291,859     $  106,047
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $1,608,081    $2,287,970     $  640,655
                                    =========     =========      =========

NET INCOME per Unit                $     5.11    $     7.27     $     2.03
                                    =========     =========      =========

UNITS OUTSTANDING                     314,878       314,878        314,878
                                    =========     =========      =========








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



                                      F-21
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999

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

Balance, Dec. 31, 1998     $3,818,294     ($247,182)   $3,571,112
   Net income                 640,655       106,047       746,702
   Cash distributions     (   819,000)    (  95,125)  (   914,125)
                            ---------       -------     ---------

Balance, Dec. 31, 1999     $3,639,949     ($236,260)   $3,403,689
   Net income               2,287,970       291,859     2,579,829
   Cash distributions     ( 1,760,000)    ( 236,036)  ( 1,996,036)
                            ---------       -------     ---------

Balance, Dec. 31, 2000     $4,167,919     ($180,437)   $3,987,482
   Net income               1,608,081       209,788     1,817,869
   Cash distributions     ( 3,437,000)    ( 268,043)  ( 3,705,043)
                            ---------       -------     ---------

Balance, Dec. 31, 2001     $2,339,000     ($238,692)   $2,100,308
                            =========       =======     =========



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



                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                      2001           2000            1999
                                  ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,817,869     $2,579,829      $  746,702
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties            344,966        415,030         425,805
      Gain on sale of oil
        and gas properties        (   112,686)   (   514,114)    (    36,944)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             387,270    (   241,689)    (   119,058)
      Decrease in
        deferred charge                27,277         18,123         198,395
      Increase (decrease) in
        accounts payable               30,049    (    21,736)          8,474
      Increase in payable to
        General Partner                65,905           -               -
      Decrease in gas
        imbalance payable         (    19,023)   (    40,028)    (    35,499)
      Increase (decrease) in
        accrued liability         (    42,427)         8,584     (    59,872)
                                    ---------      ---------       ---------
   Net cash provided by
     operating activities          $2,499,200     $2,203,999      $1,128,003
                                    ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  169,317)   ($   46,036)    ($   14,850)
   Proceeds from sale of
      oil and gas properties          112,686        723,535          36,944
                                    ---------      ---------       ---------
   Net cash provided (used)
      by investing activities     ($   56,631)    $  677,499      $   22,094
                                    ---------      ---------       ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($3,705,043)   ($1,996,036)    ($  914,125)
                                    ---------      ---------       ---------
   Net cash used by financing
      activities                  ($3,705,043)   ($1,996,036)    ($  914,125)
                                    ---------      ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($1,262,474)    $  885,462      $  235,972

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           1,432,990        547,528         311,556
                                    ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  170,516     $1,432,990      $  547,528
                                    =========      =========       =========


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



                                      F-24
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-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  II-E, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-E,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-25
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001          2000
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  242,032    $  511,025
   Accounts receivable:
      Oil and gas sales                     244,365       541,215
                                          ---------     ---------
      Total current assets                  486,397    $1,052,240

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,391,297     1,652,204

DEFERRED CHARGE                             206,554       204,138
                                          ---------     ---------
                                         $2,084,248    $2,908,582
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   56,002    $   29,489
   Payable to General Partner (Note 2)      115,045           -
   Gas imbalance payable                     28,035        22,545
                                          ---------     ---------
      Total current liabilities          $  199,082    $   52,034

ACCRUED LIABILITY                        $   26,344    $   35,904

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  162,380)  ($  133,047)
   Limited Partners, issued and
      outstanding, 228,821 Units          2,021,202     2,953,691
                                          ---------     ---------
      Total Partners' capital            $1,858,822    $2,820,644
                                          ---------     ---------
                                         $2,084,248    $2,908,582
                                          =========     =========





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



                                      F-26
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                     ----------     ----------    ----------

REVENUES:
   Oil and gas sales                 $2,561,210     $2,760,885    $1,810,725
   Interest income                       16,873         23,459        14,505
   Gain on sale of oil
      and gas properties                 60,957        135,079        23,406
                                      ---------      ---------     ---------
                                     $2,639,040     $2,919,423    $1,848,636

COSTS AND EXPENSES:
   Lease operating                   $  628,516     $  394,003    $  429,026
   Production tax                       190,175        185,062       128,863
   Depreciation, depletion,
      and amortization of oil
      and gas properties                312,096        361,842       356,203
   General and administrative           272,795        273,055       270,387
                                      ---------      ---------     ---------
                                     $1,403,582     $1,213,962    $1,184,479
                                      ---------      ---------     ---------
NET INCOME                           $1,235,458     $1,705,461    $  664,157
                                      =========      =========     =========

GENERAL PARTNER -
   NET INCOME                        $  149,947     $  200,766    $   76,030
                                      =========      =========     =========

LIMITED PARTNERS -
   NET INCOME                        $1,085,511     $1,504,695    $  588,127
                                      =========      =========     =========

NET INCOME per Unit                  $     4.74     $     6.58    $     2.57
                                      =========      =========     =========

UNITS OUTSTANDING                       228,821        228,821       228,821
                                      =========      =========     =========



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



                                      F-27
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999

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

Balance, Dec. 31, 1998     $3,165,869    ($173,306)   $2,992,563
   Net income                 588,127       76,030       664,157
   Cash distributions     (   812,000)   (  65,310)  (   877,310)
                            ---------      -------     ---------

Balance, Dec. 31, 1999     $2,941,996    ($162,586)   $2,779,410
   Net income               1,504,695      200,766     1,705,461
   Cash distributions     ( 1,493,000)   ( 171,227)  ( 1,664,227)
                            ---------      -------     ---------

Balance, Dec. 31, 2000     $2,953,691    ($133,047)   $2,820,644
   Net income               1,085,511      149,947     1,235,458
   Cash distributions     ( 2,018,000)   ( 179,280)  ( 2,197,280)
                            ---------      -------     ---------

Balance, Dec. 31, 2001     $2,021,202    ($162,380)   $1,858,822
                            =========      =======     =========



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



                                      F-28
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                    ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,235,458     $1,705,461    $ 664,157
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              312,096        361,842      356,203
      Gain on sale of oil
        and gas properties          (    60,957)   (   135,079)  (   23,406)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               296,850    (   221,714)  (   99,473)
      (Increase) decrease in
        deferred charge             (     2,416)        11,930       59,464
      Increase (decrease) in
        accounts payable                 26,513    (    19,345)       9,953
      Increase in payable to
        General Partner                 115,045           -            -
      Increase (decrease) in
        gas imbalance payable             5,490    (   128,529)       2,616
      Decrease in
        accrued liability           (     9,560)   (     6,348)  (   38,798)
                                      ---------      ---------     --------
   Net cash provided by
      operating activities           $1,918,519     $1,568,218    $ 930,716
                                      ---------      ---------     --------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             (    51,785)   ($   15,129)  ($   7,221)
   Proceeds from sale of
      oil and gas properties             61,553        171,330       27,869
                                      ---------      ---------     --------
  Net cash provided by
     investing activities            $    9,768     $  156,201    $  20,648
                                      ---------      ---------     --------




                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,197,280)   ($1,664,227)  ($ 877,310)
                                      ---------      ---------     --------
   Net cash used by financing
      activities                    ($2,197,280)   ($1,664,227)  ($ 877,310)
                                      ---------      ---------     --------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  268,993)    $   60,192    $  74,054

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               511,025        450,833      376,779
                                      ---------      ---------     --------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  242,032     $  511,025    $ 450,833
                                      =========      =========     ========


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



                                      F-30
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-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  II-F, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-F,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-31
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001          2000
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $  278,738    $  441,154
   Accounts receivable:
      Oil and gas sales                     229,071       440,181
                                          ---------     ---------
      Total current assets               $  507,809    $  881,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,424,064     1,597,803

DEFERRED CHARGE                              38,188        34,659
                                          ---------     ---------
                                         $1,970,061    $2,513,797
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   49,662    $   21,902
   Gas imbalance payable                      7,953         7,439
                                          ---------     ---------
      Total current liabilities          $   57,615    $   29,341

ACCRUED LIABILITY                        $   13,875    $   12,341

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  118,848)  ($  101,577)
   Limited Partners, issued and
      outstanding, 171,400 Units          2,017,419     2,573,692
                                          ---------     ---------
      Total Partners' capital            $1,898,571    $2,472,115
                                          ---------     ---------
                                         $1,970,061    $2,513,797
                                          =========     =========





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



                                      F-32
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                     2001          2000          1999
                                  ----------    ----------    ----------
REVENUES:
   Oil and gas sales              $2,487,886    $2,313,259    $1,665,336
   Interest income                    15,183        16,519         7,673
   Gain on sale of oil
      and gas properties              24,447        81,494           565
                                   ---------     ---------     ---------
                                  $2,527,516    $2,411,272    $1,673,574

COSTS AND EXPENSES:
   Lease operating                $  338,068    $  258,353    $  350,094
   Production tax                    165,814       154,262       101,253
   Depreciation, depletion,
      and amortization of oil
      and gas properties             292,165       213,567       306,818
   General and administrative        208,687       204,310       201,912
                                   ---------     ---------     ---------
                                  $1,004,734    $  830,492    $  960,077
                                   ---------     ---------     ---------
NET INCOME                        $1,522,782    $1,580,780    $  713,497
                                   =========     =========     =========

GENERAL PARTNER -
   NET INCOME                     $  177,055    $  175,647    $   98,196
                                   =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                     $1,345,727    $1,405,133    $  615,301
                                   =========     =========     =========

NET INCOME per Unit               $     7.85    $     8.20    $     3.59
                                   =========     =========     =========

UNITS OUTSTANDING                    171,400       171,400       171,400
                                   =========     =========     =========









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



                                      F-33
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998        $2,565,258   ($144,763)  $2,420,495
   Net income                    615,301      98,196      713,497
   Cash distributions        (   729,000)  (  66,326) (   795,326)
                               ---------     -------    ---------

Balance, Dec. 31, 1999        $2,451,559   ($112,893)  $2,338,666
   Net income                  1,405,133     175,647    1,580,780
   Cash distributions        ( 1,283,000)  ( 164,331) ( 1,447,331)
                               ---------     -------    ---------

Balance, Dec. 31, 2000        $2,573,692   ($101,577)  $2,472,115
   Net income                  1,345,727     177,055    1,522,782
   Cash distributions        ( 1,902,000)  ( 194,326) ( 2,096,326)
                               ---------     -------    ---------

Balance, Dec. 31, 2001        $2,017,419   ($118,848)  $1,898,571
                               =========     =======    =========




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



                                      F-34
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                        2001           2000          1999
                                    ------------   ------------  -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,522,782     $1,580,780    $ 713,497
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties             292,165        213,567      306,818
      Gain on sale of oil
         and gas properties         (    24,447)   (    81,494)  (      565)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales              211,110    (   153,186)  (   99,470)
      (Increase) decrease in
         deferred charge            (     3,529)   (       293)      12,007
      Increase (decrease) in
         accounts payable                27,760    (     5,367)       3,262
      Increase in gas imbalance
         payable                            514          2,231          975
      Increase (decrease) in
         accrued liability                1,534    (    10,167)  (    2,487)
                                      ---------      ---------     --------
   Net cash provided by
      operating activities           $2,027,889     $1,546,071    $ 934,037
                                      ---------      ---------     --------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  118,663)   ($   29,757)  ($  20,155)
   Proceeds from sale of
      oil and gas properties             24,684         92,073        8,302
                                      ---------      ---------     --------
   Net cash provided (used) by
      investing activities          ($   93,979)    $   62,316   ($  11,853)
                                      ---------      ---------     --------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($2,096,326)   ($1,447,331)  ($ 795,326)
                                      ---------      ---------     --------
   Net cash used by financing
      activities                    ($2,096,326)   ($1,447,331)  ($ 795,326)
                                      ---------      ---------     --------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS             ($  162,416)    $  161,056    $ 126,858



                                      F-35
<PAGE>




CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               441,154        280,098      153,240
                                      ---------      ---------     --------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  278,738     $  441,154    $ 280,098
                                      =========      =========     ========



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



                                      F-36
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G


      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  II-G, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-G,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-37
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                           2001          2000
                                       ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents            $  625,720    $  934,304
   Accounts receivable:
      Oil and gas sales                    484,681       935,211
                                         ---------     ---------
      Total current assets              $1,110,401    $1,869,515

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         3,065,609     3,439,338

DEFERRED CHARGE                             83,736        76,673
                                         ---------     ---------
                                        $4,259,746    $5,385,526
                                         =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                     $  105,862    $   47,021
   Gas imbalance payable                    17,264        16,142
                                         ---------     ---------
      Total current liabilities         $  123,126    $   63,163

ACCRUED LIABILITY                       $   31,820    $   31,272

PARTNERS' CAPITAL (DEFICIT):
   General Partner                     ($  146,206)  ($  212,913)
   Limited Partners, issued and
      outstanding, 372,189 Units         4,251,006     5,504,004
                                         ---------     ---------
      Total Partners' capital           $4,104,800    $5,291,091
                                         ---------     ---------
                                        $4,259,746    $5,385,526
                                         =========     =========







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



                                      F-38
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                          2001         2000         1999
                                       ----------   ----------   ----------
REVENUES:
   Oil and gas sales                   $5,285,009   $4,915,575   $3,527,599
   Interest income                         33,161       36,288       16,880
   Gain on sale of oil
      and gas properties                   52,118      170,343        1,063
                                        ---------    ---------    ---------

                                       $5,370,288   $5,122,206   $3,545,542

COSTS AND EXPENSES:
   Lease operating                     $  722,045   $  554,889   $  749,121
   Production tax                         353,557      330,447      216,108
   Depreciation, depletion,
      and amortization of oil
      and gas properties                  627,519      457,355      660,153
   General and administrative             429,209      440,954      438,106
                                        ---------    ---------    ---------
                                       $2,132,330   $1,783,645   $2,063,488
                                        ---------    ---------    ---------

NET INCOME                             $3,237,958   $3,338,561   $1,482,054
                                        =========    =========    =========

GENERAL PARTNER -
   NET INCOME                          $  376,956   $  371,389   $   99,665
                                        =========    =========    =========

LIMITED PARTNERS -
   NET INCOME                          $2,861,002   $2,967,172   $1,382,389
                                        =========    =========    =========

NET INCOME per Unit                    $     7.69   $     7.97   $     3.71
                                        =========    =========    =========

UNITS OUTSTANDING                         372,189      372,189      372,189
                                        =========    =========    =========





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



                                      F-39
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998      $5,512,443   ($304,885)   $5,207,558
   Net income                1,382,389      99,665     1,482,054
   Cash distributions      ( 1,577,000)  (  60,806)  ( 1,637,806)
                             ---------     -------     ---------

Balance, Dec. 31, 1999      $5,317,832   ($266,026)   $5,051,806
   Net income                2,967,172     371,389     3,338,561
   Cash distributions      ( 2,781,000)  ( 318,276)  ( 3,099,276)
                             ---------     -------     ---------

Balance, Dec. 31, 2000      $5,504,004   ($212,913)   $5,291,091
   Net income                2,861,002     376,956     3,237,958
   Cash distributions      ( 4,114,000)  ( 310,249)  ( 4,424,249)
                             ---------     -------     ---------

Balance, Dec. 31, 2001      $4,251,006   ($146,206)   $4,104,800
                             =========     =======     =========




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



                                      F-40
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                       2001          2000            1999
                                   ------------  ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,237,958    $3,338,561      $1,482,054
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             627,519       457,355         660,153
      Gain on sale of oil
        and gas properties         (    52,118)  (   170,343)    (     1,063)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              450,530   (   329,275)    (   207,398)
      (Increase) decrease in
        deferred charge            (     7,063)          633          24,649
      Increase (decrease) in
        accounts payable                58,841   (    11,856)          7,492
      Increase in gas imbalance
        payable                          1,122         4,854           2,259
      Increase (decrease) in
        accrued liability                  548   (    21,591)    (     4,967)
                                     ---------     ---------       ---------
   Net cash provided by
      operating activities          $4,317,337    $3,268,338      $1,963,179
                                     ---------     ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($  254,554)  ($   62,230)    ($   42,704)
   Proceeds from sale of
      oil and gas properties            52,882       193,656          17,979
                                     ---------     ---------       ---------
   Net cash provided (used) by
      investing activities         ($  201,672)   $  131,426     ($   24,725)
                                     ---------     ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($4,424,249)  ($3,099,276)    ($1,637,806)
                                     ---------     ---------       ---------
   Net cash used by financing
      activities                   ($4,424,249)  ($3,099,276)    ($1,637,806)
                                     ---------     ---------       ---------






                                      F-41
<PAGE>



NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS            ($  308,584)   $  300,488      $  300,648

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              934,304       633,816         333,168
                                     ---------     ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  625,720    $  934,304      $  633,816
                                     =========     =========       =========



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



                                      F-42
<PAGE>



                  REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H


      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  II-H, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-H,  an Oklahoma
general partnership,  at December 31, 2001 and 2000, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.  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  auditing  standards
generally  accepted in the United States of America,  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 our opinion.






                               PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 15, 2002



                                      F-43
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                       Combined Balance Sheets
                     December 31, 2001 and 2000

                               ASSETS
                               ------

                                            2001          2000
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $  136,988    $  229,651
   Accounts receivable:
      Oil and gas sales                     114,762       223,004
                                          ----------    ---------
      Total current assets               $  251,750    $  452,655

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method            721,143       807,844

DEFERRED CHARGE                              19,936        17,788
                                          ---------     ---------
                                         $  992,829    $1,278,287
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   25,473    $   11,405
   Gas imbalance payable                      4,266         3,993
                                          ---------     ---------
      Total current liabilities          $   29,739    $   15,398

ACCRUED LIABILITY                        $    6,430    $    6,007

PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   65,089)  ($   54,632)
   Limited Partners, issued and
      outstanding, 91,711 Units           1,021,749     1,311,514
                                          ---------     ---------
      Total Partners' capital            $  956,660    $1,256,882
                                          ---------     ---------
                                         $  992,829    $1,278,287
                                          =========     =========



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



                                      F-44
<PAGE>





                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                       Combined Statements of Operations
             For the Years Ended December 31, 2001, 2000, and 1999

                                       2001           2000          1999
                                    ----------     ----------    ---------
REVENUES:
   Oil and gas sales                $1,257,427     $1,162,286    $ 836,927
   Interest income                       7,452          8,580        3,613
   Gain on sale of
      oil and gas properties            12,478         39,206          421
                                     ---------      ---------     --------
                                    $1,277,357     $1,210,072    $ 840,961

COSTS AND EXPENSES:
   Lease operating                  $  175,850     $  134,727    $ 180,929
   Production tax                       84,768         79,227       51,729
   Depreciation, depletion,
      and amortization of oil
      and gas properties               148,028        107,301      157,329
   General and administrative          121,142        110,355      108,016
                                     ---------      ---------     --------
                                    $  529,788     $  431,610    $ 498,003
                                     ---------      ---------     --------
NET INCOME                          $  747,569     $  778,462    $ 342,958
                                     =========      =========     ========

GENERAL PARTNER -
   NET INCOME                       $   87,334     $   56,035    $  23,260
                                     =========      =========     ========

LIMITED PARTNERS -
   NET INCOME                       $  660,235     $  722,427    $ 319,698
                                     =========      =========     ========

NET INCOME per Unit                 $     7.20     $     7.88    $    3.49
                                     =========      =========     ========

UNITS OUTSTANDING                       91,711         91,711       91,711
                                     =========      =========     ========




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



                                      F-45
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
          GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2001, 2000, and 1999


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

Balance, Dec. 31, 1998        $1,306,389   ($75,631)   $1,230,758
   Net income                    319,698     23,260       342,958
   Cash distributions        (   372,000)  ( 14,243)  (   386,243)
                               ---------     ------     ---------

Balance, Dec. 31, 1999        $1,254,087   ($66,614)   $1,187,473
   Net income                    722,427     56,035       778,462
   Cash distributions        (   665,000)  ( 44,053)  (   709,053)
                               ---------     ------     ---------

Balance, Dec. 31, 2000        $1,311,514   ($54,632)   $1,256,882
   Net income                    660,235     87,334       747,569
   Cash distributions        (   950,000)  ( 97,791)  ( 1,047,791)
                               ---------     ------     ---------

Balance, Dec. 31, 2001        $1,021,749   ($65,089)   $  956,660
                               =========     ======     =========




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



                                      F-46
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2001, 2000, and 1999

                                           2001          2000        1999
                                       ------------  -----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                           $  747,569     $778,462    $342,958
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties                 148,028      107,301     157,329
      Gain on sale of oil
        and gas properties             (    12,478)   (  39,206)  (     421)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales                  108,242    (  79,128)  (  48,616)
      (Increase) decrease in
        deferred charge                (     2,148)         284       5,677
      Increase (decrease) in
        accounts payable                    14,068    (   3,099)      2,096
      Increase in gas
        imbalance payable                      273        1,204       2,789
      Increase (decrease) in
        accrued liability                      423    (   5,009)  (   1,047)
                                         ---------      -------     -------
  Net cash provided by
      operating activities              $1,003,977     $760,809    $460,765
                                         ---------      -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                ($   61,632)   ($ 14,394)  ($ 10,121)
   Proceeds from sale of
      oil and gas properties                12,783       45,271       4,342
                                         ---------      -------     -------
   Net cash provided (used) by
      investing activities             ($   48,849)    $ 30,877   ($  5,779)
                                         ---------      -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                  ($1,047,791)   ($709,053)  ($386,243)
                                         ---------      -------     -------
   Net cash used by financing
      activities                       ($1,047,791)   ($709,053)  ($386,243)
                                         ---------      -------     -------






                                      F-47
<PAGE>



NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                ($   92,663)    $ 82,633    $  68,743

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  229,651      147,018       78,275
                                         ---------      -------      -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  136,988     $229,651    $ 147,018
                                         =========      =======      =======


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




                                      F-48
<PAGE>



                        GEODYNE ENERGY INCOME PROGRAM II
                     Notes to Combined Financial Statements
              For the Years Ended December 31, 2001, 2000, and 1999

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 each  Partnership.  Each  Partnership  is a general  partner  in the  related
Geodyne Production  Partnership (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
                           Date of         Partner Capital
      Partnership        Activation         Contributions
      -----------    ------------------    ---------------

         II-A        July 22, 1987          $48,428,300
         II-B        October 14,1987         36,171,900
         II-C        January 14, 1988        15,462,100
         II-D        May 10, 1988            31,487,800
         II-E        September 27, 1988      22,882,100
         II-F        January 5, 1989         17,140,000
         II-G        April 10, 1989          37,218,900
         II-H        May 17, 1989             9,171,100

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships.  However, such partnership
agreements  provide  that  the  General  Partner  may  extend  the  term of each
Partnership  for up to five periods of two years each.  The General  Partner has
extended  the terms of the  Partnerships  for  their  first  two-year  extension
thereby extending their termination date to December 31, 2003.

      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-49
<PAGE>




      An affiliate of the General  Partner owned the following Units at December
31, 2001:

                         Number of           Percent of
      Partnership       Units Owned       Outstanding Units
      -----------       -----------       -----------------
         II-A             115,718              23.9%
         II-B              81,696              22.6%
         II-C              44,510              28.8%
         II-D              71,086              22.6%
         II-E              60,632              26.5%
         II-F              37,940              22.1%
         II-G              66,494              17.9%
         II-H              22,340              24.4%

      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 obtaining  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.


      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:



                                      F-50
<PAGE>




                            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
  drilling                  1%        99%          1%       99%
Development drilling(3)     5%        95%         15%       85%
General and administra-
  tive costs, direct
  administrative costs
  and operating costs(3)    5%        95%         15%       85%

        Income(2)
-----------------------
Temporary investments of
  Limited Partners'
  subscriptions             1%        99%          1%       99%
Income from oil and gas
  production(3)             5%        95%         15%       85%
Gain on sale of produc-
  ing properties(3)         5%        95%         15%       85%
All other income(3)         5%        95%         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  95.9596% to the
      limited  partnership  and 4.0404% to the  managing  partner.  The 95.9596%
      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  95% of such  costs and the  General  Partner  is
      allocated 5% of such costs.
(3)   If at payout the Limited Partners have received distributions at an annual
      rate less than 12% of their  subscriptions,  the  percentage of income and
      costs allocated to the general partner and managing  partner will increase
      to only 10% and the  percentage  allocated  to the Limited  Partners  will
      decrease to only 90%. Thereafter, if the



                                      F-51
<PAGE>



      distribution to Limited Partners reaches an average annual rate of 12% the
      allocation will change to 15% to the general partner and managing  partner
      and 85% to the Limited Partners.

      All  Partnerships   have  achieved  payout.   The  II-D,  II-E,  and  II-F
Partnerships  achieved  payout during the second,  third,  and first quarters of
1999,  respectively.  The II-A and II-G Partnerships  achieved payout during the
first quarter of 2000, and the II-B and II-H Partnerships achieved payout during
the fourth  quarter of 2000.  After  payout,  operations  and  revenues  for the
Partnerships  have been and will be  allocated  using the 10% / 90% after payout
percentages as described in Footnote 3 to the table above.


      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 Risks

      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.


      Oil and Gas Properties

      The  Partnerships  follow the successful  efforts method of accounting for
their  oil  and  gas  properties.  Under  the  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 Partners'  property screening costs. The acquisition cost
to the Partnership of properties  acquired by the General Partner is adjusted to
reflect the net



                                      F-52
<PAGE>



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  for  unproved  properties  is  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' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent barrel of oil
produced  during the years ended  December 31,  2001,  2000,  and 1999,  were as
follows:

           Partnership    2001      2000       1999
           -----------    -----     -----      -----

              II-A        $3.93     $3.22      $2.18
              II-B         1.39      4.63       1.68
              II-C         1.62      4.24       1.78
              II-D         2.50      2.42       2.11
              II-E         2.95      2.88       2.61
              II-F         2.69      2.03       2.36
              II-G         2.73      2.04       2.40
              II-H         2.71      2.02       2.42

      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.  No impairment  provisions  were  recorded by the  Partnerships
during the three years ended December 31, 2001.

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




                                      F-53
<PAGE>




      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
production  costs per Mcf during the period  the  underproduction  occurred.  At
December 31, 2001 and 2000, 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:

                            2001                   2000
                     -------------------    ------------------
      Partnership      Mcf       Amount       Mcf      Amount
      -----------    -------   ---------    -------   --------

         II-A        608,807   $ 695,623    712,025   $813,560
         II-B        198,106     214,754    191,404    204,209
         II-C        179,375     128,827    181,140    130,095
         II-D        479,622     370,412    514,941    397,689
         II-E        323,326     206,554    321,477    204,138
         II-F         66,840      38,188     62,013     34,659
         II-G        146,900      83,736    137,283     76,673
         II-H         34,185      19,936     31,311     17,788


     Accrued Liability - Other

     The Accrued Liability - Other at December 31, 2001 for the II-A Partnership
represents  a charge  accrued for the payment of a judgment  related to plugging
liabilities, which judgment is currently under appeal.


     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 production costs per Mcf during the period the overproduction  occurred.
At  December  31,  2001  and  2000,  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:




                                      F-54
<PAGE>




                           2001                  2000
                     ------------------    ------------------
      Partnership      Mcf      Amount       Mcf      Amount
      -----------    -------   --------    -------   --------

         II-A        212,959   $243,327    221,166   $252,704
         II-B         44,462     47,436     82,368     87,878
         II-C         41,043     29,477     75,380     54,138
         II-D        145,669    112,500    200,605    154,927
         II-E         41,487     26,344     56,542     35,904
         II-F         24,180     13,875     22,081     12,341
         II-G         56,738     31,820     55,992     31,272
         II-H         11,139      6,430     10,573      6,007



      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
revenues 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 31, 2001 and
2000  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:


                           2001                  2000
                     ------------------   ------------------
      Partnership      Mcf      Amount      Mcf      Amount
      -----------    ------    --------   ------    --------

         II-A        64,199    $96,299    69,237    $103,856
         II-B        32,040     48,060    11,813      17,720
         II-C        19,917     29,876    10,253      15,380
         II-D        36,732     55,098    49,414      74,121
         II-E        18,690     28,035    15,030      22,545
         II-F         5,302      7,953     4,959       7,439
         II-G        11,509     17,264    10,761      16,142
         II-H         2,844      4,266     2,662       3,993



                                      F-55
<PAGE>




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.

      The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.


      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.


      New Accounting Pronouncements

      Below is a brief  description of Financial  Accounting  Standards  ("FAS")
recently issued by the Financial  Accounting  Standards Board ("FASB") which may
have an impact on the  Partnerships'  future results of operations and financial
position.




                                      F-56
<PAGE>



      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived  assets (mainly plugging and abandonment  costs for the Partnerships'
depleted  wells),  in the period in which the  liabilities  are incurred (at the
time the wells are drilled).  Management  has not yet  determined  the effect of
adopting this statement on the Partnerships'  financial  condition or results of
operations.

      In  August  2001,  the  FASB  issued  FAS  No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the  Partnerships).
This  statement  supersedes  FAS  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships,  are essentially the same as
FAS No.  121 and thus  are not  expected  to have a  significant  effect  on the
Partnerships' financial condition or results of operations.


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  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, 2001, 2000,
and 1999:

           Partnership      2001        2000       1999
           -----------    --------    --------   --------

              II-A        $509,772    $509,772   $509,772
              II-B         380,760     380,760    380,760
              II-C         162,756     162,756    162,756
              II-D         331,452     331,452    331,452
              II-E         240,864     240,864    240,864
              II-F         180,420     180,420    180,420
              II-G         391,776     391,776    391,776
              II-H          96,540      96,540     96,540




                                      F-57
<PAGE>




      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.

      Payable to General Partner

      The Payable to General  Partner at December 31, 2001 for the II-D and II-E
Partnerships   represents  litigation  costs  and  settlement  of  a  previously
unrecorded  liability.  Such amounts will be repaid  during the first quarter of
2002.


      Accounts Receivable - General Partner

      The  Accounts  Receivable  - General  Partner at December 31, 2001 for the
II-A Partnership  represents  accrued proceeds from a related party for the sale
of certain oil and gas properties during December 2001. Such amount was received
in January 2002.


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, 2001, 2000 and 1999:

Partnership             Purchaser                Percentage
-----------     ------------------------     ---------------------
                                             2001    2000    1999
                                             -----   -----   -----
   II-A         El Paso Energy Marketing
                   Company ("El Paso")       32.1%   27.8%   29.3%
                Amoco Production Company     12.7%   17.2%   16.3%

   II-B         El Paso                      40.0%   38.0%   37.6%
                Hallwood                       -     11.5%   13.6%
                Amoco Production Company       -     10.4%     -

   II-C         El Paso                      38.3%   35.6%   35.4%

   II-D         El Paso                      30.4%   28.6%   27.6%
                Vintage Petroleum Inc.       12.4%     -     10.7%

   II-E         El Paso                      45.8%   47.9%   46.3%





                                      F-58
<PAGE>




   II-F         El Paso                      22.5%   20.7%   23.7%
                ONEOK Gas Marketing Co.
                   ("ONEOK")                 10.5%     -       -

                Chevron U.S.A. Inc.
                  ("Chevron")                  -       -     10.4%
                Texaco Exploration and
                  Production, Inc.
                  ("Texaco")                   -       -     10.0%


   II-G         El Paso                      22.4%   20.6%   23.5%
                ONEOK                        10.3%     -       -
                Chevron                        -       -     10.3%
                Texaco                         -       -     10.1%

   II-H         El Paso                      22.3%   20.7%   23.3%
                ONEOK                        10.0%     -       -
                Texaco                         -       -     10.2%
                Chevron                        -       -       -

      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

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2001 and 2000 were as
follows:




                                      F-59
<PAGE>



                                II-A Partnership
                                 ---------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $30,611,015     $30,686,730

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 28,406,443)   ( 27,859,205)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 2,204,572     $ 2,827,525
                                      ==========      ==========



                          II-B Partnership
                           ---------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $20,823,909     $20,445,020

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 19,002,392)   ( 18,915,018)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,821,517     $ 1,530,002
                                      ==========      ==========



                          II-C Partnership
                          ----------------

                                        2001            2000
                                    ------------    -------------

      Proved properties              $ 8,917,872     $8,992,289

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   (  8,061,206)   ( 8,113,383)
                                      ----------      ---------
           Net oil and gas
             Properties              $   856,666     $  878,906
                                      ==========      =========



                                      F-60
<PAGE>




                          II-D Partnership
                          ----------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $15,061,284     $15,305,902

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 13,499,590)   ( 13,568,559)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,561,694     $ 1,737,343
                                      ==========      ==========



                          II-E Partnership
                          ----------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $13,370,356     $13,462,347

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 11,979,059)   ( 11,810,143)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,391,297     $ 1,652,204
                                      ==========      ==========

                          II-F Partnership
                          ----------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $10,699,918     $10,586,512

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   (  9,275,854)   (  8,988,709)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,424,064     $ 1,597,803
                                      ==========      ==========



                                      F-61
<PAGE>



                          II-G Partnership
                          ----------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $22,868,866     $22,628,667

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 19,803,257)   ( 19,189,329)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 3,065,609     $ 3,439,338
                                      ==========      ==========


                          II-H Partnership
                          ----------------

                                        2001            2000
                                    -------------   -------------

      Proved properties              $5,502,402      $ 5,445,548

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 4,781,259)    (  4,637,704)
                                      ---------       ----------
           Net oil and gas
             Properties              $  721,143      $   807,844
                                      =========       ==========

      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2001,  2000,  and 1999.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2001, 2000, and 1999, were as follows:

           Partnership      2001        2000       1999
           -----------    --------    -------     -------

              II-A        $149,585    $83,625     $39,957
              II-B         492,951     67,336      45,756
              II-C          82,009     27,273      29,574
              II-D         169,317     46,036      14,850
              II-E          51,785     15,129       7,221
              II-F         118,663     29,757      20,155
              II-G         254,554     62,230      42,704
              II-H          61,632     14,394      10,121



                                      F-62
<PAGE>




      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 of
America,  for the periods  indicated.  The proved reserves at December 31, 2001,
2000, and 1999, were estimated by petroleum  engineers employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.




                                      F-63
<PAGE>




                          II-A Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             360,463     7,732,781
   Production                             ( 84,033)   (1,149,550)
   Extensions and discoveries                3,888        28,864
   Revision of previous
      estimates                            449,713       435,306
                                           -------     ---------

Proved reserves, Dec. 31, 1999             730,031     7,047,401
   Production                             ( 77,024)   (1,003,723)
   Sales of minerals in
      place                               ( 14,216)   (    8,706)
   Extensions and discoveries                   12        16,357
   Revision of previous
      estimates                           ( 90,400)      656,452
                                           -------     ---------

Proved reserves, Dec. 31, 2000             548,403     6,707,781
   Production                             ( 67,519)   (  774,153)
   Sales of minerals in place                 -       (   60,382)
   Extensions and discoveries               18,433        11,955
   Revision of previous
      estimates                           (125,788)   (   14,943)
                                           -------     ---------
Proved reserves, Dec. 31, 2001             373,529     5,870,258
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       729,967     7,045,456
                                           =======     =========
   December 31, 2000                       548,403     6,707,781
                                           =======     =========
   December 31, 2001                       373,529     5,870,258
                                           =======     =========




                                      F-64
<PAGE>




                          II-B Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             239,827     5,310,753
   Production                             ( 56,749)   (  870,203)
   Extensions and discoveries                6,352        47,148
   Revision of previous
      estimates                            262,357       785,597
                                           -------     ---------

Proved reserves, Dec. 31, 1999             451,787     5,273,295
   Production                             ( 52,155)   (  707,543)
   Sales of minerals in
      place                               ( 19,091)   (    6,778)
   Extensions and discoveries                    8         3,084
   Revision of previous
      estimates                           ( 18,716)      280,103
                                           -------     ---------

Proved reserves, Dec. 31, 2000             361,833     4,842,161
   Production                             ( 49,375)   (  570,423)
   Extensions and discoveries               58,881        18,379
   Revision of previous
      estimates                           ( 86,953)   (    7,061)
                                           -------     ---------
Proved reserves, Dec. 31, 2001             284,386     4,283,056
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       451,787     5,273,295
                                           =======     =========

   December 31, 2000                       361,833     4,842,161
                                           =======     =========

   December 31, 2001                       284,386     4,283,056
                                           =======     =========




                                      F-65
<PAGE>



                          II-C Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             118,667     3,603,745
   Production                             ( 17,691)   (  500,545)
   Extensions and discoveries                2,725        20,208
   Revision of previous
      estimates                             83,580       483,041
                                           -------     ---------

Proved reserves, Dec. 31, 1999             187,281     3,606,449
   Production                             ( 16,424)   (  398,166)
   Sales of minerals in
      place                               ( 28,896)   (   11,837)
   Revision of previous
      estimates                           ( 15,808)      194,596
                                           -------     ---------

Proved reserves, Dec. 31, 2000             126,153     3,391,042
   Production                             ( 14,034)   (  302,093)
   Extensions and discoveries                8,281         2,345
   Revision of previous
      estimates                           ( 24,922)      160,543
                                           -------     ---------
Proved reserves, Dec. 31, 2001              95,478     3,251,837
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       187,281     3,606,449
                                           =======     =========

   December 31, 2000                       126,153     3,391,042
                                           =======     =========

   December 31, 2001                        95,478     3,251,837
                                           =======     =========




                                      F-66
<PAGE>




                          II-D Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             256,982      8,224,693
   Production                             ( 33,890)    (1,010,194)
   Revision of previous
      estimates                            314,019      1,272,422
                                           -------      ---------

Proved reserves, Dec. 31, 1999             537,111      8,486,921
   Production                             ( 32,648)    (  836,567)
   Sales of minerals in
      place                               (269,014)    (   79,651)
   Extensions and discoveries                 -             5,023
   Revision of previous
      estimates                             18,288        688,616
                                           -------      ---------

Proved reserves, Dec. 31, 2000             253,737      8,264,342
   Production                             ( 18,970)    (  712,930)
   Sales of minerals in
      place                               ( 28,595)          -
   Extensions and discoveries                5,656      1,961,987
   Revision of previous
      estimates                           ( 18,990)    (  121,541)
                                           -------      ---------
Proved reserves, Dec. 31, 2001             192,838      9,391,858
                                           =======      =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       537,111      8,486,921
                                           =======      =========

   December 31, 2000                       253,737      8,264,342
                                           =======      =========

   December 31, 2001                       192,838      9,391,858
                                           =======      =========



                                      F-67
<PAGE>




                          II-E Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             163,199     4,459,632
   Production                             ( 32,352)   (  624,562)
   Revision of previous
      estimates                            126,214       253,008
                                           -------     ---------

Proved reserves, Dec. 31, 1999             257,061     4,088,078
   Production                             ( 23,708)   (  611,642)
   Sales of minerals in
      place                               (  9,137)   (    2,995)
   Extensions and discoveries                  951         1,745
   Revision of previous
      estimates                              4,556       579,536
                                           -------     ---------

Proved reserves, Dec. 31, 2000             229,723     4,054,722
   Production                             ( 24,064)   (  490,127)
   Sales of minerals in
      place                               ( 17,957)   (    3,024)
   Revision of previous
      estimates                           ( 41,174)       82,011
                                           -------     ---------
Proved reserves, Dec. 31, 2001             146,528     3,643,582
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       257,061     4,088,078
                                           =======     =========

   December 31, 2000                       229,723     4,054,722
                                           =======     =========

   December 31, 2001                       146,528     3,643,582
                                           =======     =========




                                      F-68
<PAGE>




                          II-F Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             240,941     3,625,312
   Production                             ( 34,859)   (  569,382)
   Sales of minerals in
      place                               (    183)   (    1,546)
   Revision of previous
      estimates                             82,817       160,740
                                           -------     ---------

Proved reserves, Dec. 31, 1999             288,716     3,215,124
   Production                             ( 25,175)   (  480,967)
   Sales of minerals in
      place                               (  6,269)   (    8,348)
   Extensions and discoveries                4,355       198,944
   Revision of previous
      estimates                              7,483       234,113
                                           -------     ---------

Proved reserves, Dec. 31, 2000             269,110     3,158,866
   Production                             ( 30,965)   (  465,214)
   Sales of minerals in
      place                               (    781)   (    1,865)
   Extensions and discoveries                2,802        13,721
   Revision of previous
      estimates                           ( 21,641)      303,403
                                           -------     ---------
Proved reserves, Dec. 31, 2001             218,525     3,008,911
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       288,716     3,215,124
                                           =======     =========

   December 31, 2000                       269,110     3,158,866
                                           =======     =========

   December 31, 2001                       218,525     3,008,911
                                           =======     =========




                                      F-69
<PAGE>




                          II-G Partnership
                          ----------------


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

Proved reserves, Dec. 31, 1998             507,493      7,768,284
   Production                             ( 73,361)    (1,210,210)
   Sales of minerals in
      place                               (    414)    (    3,502)
   Revision of previous
      estimates                            173,496        343,572
                                           -------      ---------

Proved reserves, Dec. 31, 1999             607,214      6,898,144
   Production                             ( 52,807)    (1,031,148)
   Sales of minerals in
      place                               ( 13,212)    (   19,115)
   Extensions and discoveries               10,159        432,005
   Revision of previous
      estimates                             13,702        499,559
                                           -------      ---------

Proved reserves, Dec. 31, 2000             565,056      6,779,445
   Production                             ( 64,898)    (  992,099)
   Sales of minerals in
      place                               (  1,657)    (    5,208)
   Extensions and discoveries                5,979         31,001
   Revision of previous
      estimates                           ( 45,326)       626,857
                                           -------      ---------
Proved reserves, Dec. 31, 2001             459,154      6,439,996
                                           =======      =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       607,214      6,898,144
                                           =======      =========

   December 31, 2000                       565,056      6,779,445
                                           =======      =========

   December 31, 2001                       459,154      6,439,996
                                           =======      =========



                                      F-70
<PAGE>




                          II-H Partnership
                          ----------------

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

Proved reserves, Dec. 31, 1998             119,166     1,882,355
   Production                             ( 17,055)   (  287,724)
   Sales of minerals in
      place                               (    110)   (      925)
   Revision of previous
      estimates                             40,154        79,652
                                           -------     ---------

Proved reserves, Dec. 31, 1999             142,155     1,673,358
   Production                             ( 12,297)   (  245,490)
   Sales of minerals in
      place                               (  3,113)   (    4,094)
   Extensions and discoveries                2,120       106,209
   Revision of previous
      estimates                              3,017       116,859
                                           -------     ---------

Proved reserves, Dec. 31, 2000             131,882     1,646,842
   Production                             ( 15,054)   (  237,600)
   Sales of minerals in
      place                               (    391)   (    1,779)
   Extensions and discoveries                  388         7,897
   Revision of previous
      estimates                           (  9,535)      139,973
                                           -------     ---------
Proved reserves, Dec. 31, 2001             107,290     1,555,333
                                           =======     =========

PROVED DEVELOPED RESERVES:

   December 31, 1999                       142,155     1,673,358
                                           =======     =========

   December 31, 2000                       131,882     1,646,842
                                           =======     =========

   December 31, 2001                       107,290     1,555,333
                                           =======     =========





                                      F-71
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2001 and 2000 are as
follows:

                                II-A Partnership
                                ----------------

                                                 2001
                     ---------------------------------------------------------
                        First          Second          Third         Fourth
                       Quarter         Quarter        Quarter      Quarter(2)
                     -----------     -----------    -----------   ------------

Total Revenues       $1,701,369      $1,462,542     $1,060,672     $  757,559
Gross Profit (1)      1,346,743       1,073,412        640,292         95,658
Net Income (Loss)     1,115,562         857,236        415,574    (   555,195)
Limited Partners'
   Net Income (Loss)
   Per Unit                2.06            1.58            .76    (      1.13)


                                                 2000
                     ---------------------------------------------------------
                        First          Second          Third         Fourth
                       Quarter         Quarter        Quarter        Quarter
                     -----------     -----------    -----------    -----------

Total Revenues       $1,247,671      $1,414,828     $1,566,227     $1,621,445
Gross Profit (1)        869,809       1,096,962      1,256,439      1,207,991
Net Income              561,801         840,602      1,000,747        668,362
Limited Partners'
   Net Income
   Per Unit                1.02            1.54           1.84           1.17
-----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-72
<PAGE>





                                II-B Partnership
                                ----------------


                                                 2001
                      ---------------------------------------------------------
                         First          Second          Third         Fourth
                        Quarter         Quarter        Quarter        Quarter
                      -----------     -----------    -----------    -----------

Total Revenues        $1,336,514      $1,109,643     $  771,827     $ 479,247
Gross Profit (1)       1,109,236         859,733        493,274       181,527
Net Income               944,864         706,495        350,203        24,973
Limited Partners'
   Net Income
   Per Unit                 2.34            1.75            .86           .05


                                                 2000
                      ---------------------------------------------------------
                        First           Second         Third          Fourth
                       Quarter          Quarter       Quarter         Quarter
                      ----------      -----------   ----------      -----------

Total Revenues        $  853,839      $1,022,432    $1,251,513      $1,088,388
Gross Profit (1)         614,129         785,998     1,038,148         782,416
Net Income               414,703         620,241       875,072          93,054
Limited Partners'
   Net Income
   Per Unit                 1.08            1.62          2.30             .08

----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-73
<PAGE>





                                II-C Partnership
                                 ---------------


                                                  2001
                       -------------------------------------------------------
                          First          Second          Third        Fourth
                         Quarter         Quarter        Quarter       Quarter
                       -----------     -----------    -----------    ---------

Total Revenues         $601,551        $523,962       $353,511       $194,675
Gross Profit (1)        485,332         425,448        254,529         72,531
Net Income              402,194         355,110        187,300            470
Limited Partners'
   Net Income (Loss)       2.33            2.05           1.08      (     .01)
   Per Unit


                                                 2000
                       -------------------------------------------------------
                         First          Second          Third         Fourth
                        Quarter         Quarter        Quarter        Quarter
                       ---------       ---------      ---------      ---------

Total Revenues         $406,599        $464,746       $520,590       $567,903
Gross Profit (1)        299,641         361,467        427,618        466,642
Net Income              206,292         282,958        353,916        175,971
Limited Partners'
   Net Income
   Per Unit                1.18            1.63           2.04            .89

----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-74
<PAGE>





                                II-D Partnership
                                ----------------


                                                  2001
                      ---------------------------------------------------------
                         First          Second          Third        Fourth
                        Quarter         Quarter        Quarter      Quarter(2)
                      -----------     -----------    -----------    -----------

Total Revenues        $1,339,703      $1,132,406    $  688,145     $  564,362
Gross Profit (1)       1,083,674         841,186       378,913        223,753
Net Income (Loss)        930,947         709,460       242,992    (    65,530)
Limited Partners'
   Net Income (Loss)        2.65            2.02           .68    (       .24)
   Per Unit


                                                  2000
                      ---------------------------------------------------------
                        First          Second          Third          Fourth
                       Quarter         Quarter        Quarter         Quarter
                      ----------      ----------     ----------     -----------

Total Revenues        $  835,689      $  881,896     $1,156,941     $1,432,002
Gross Profit (1)         607,460         628,198        931,389      1,202,170
Net Income               422,163         477,620        790,177        889,869
Limited Partners'
   Net Income
   Per Unit                 1.19            1.35           2.24           2.49

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges..




                                      F-75
<PAGE>





                                II-E Partnership
                                ----------------


                                                  2001
                       --------------------------------------------------------
                          First          Second          Third        Fourth
                         Quarter         Quarter        Quarter      Quarter(2)
                       -----------     -----------    -----------    ----------

Total Revenues         $938,968        $762,473       $488,377       $449,222
Gross Profit (1)        763,378         595,607        320,663        140,701
Net Income (Loss)       638,079         481,211        208,439      (  92,271)
Limited Partners'
   Net Income (Loss)       2.49            1.88            .80      (     .43)
   Per Unit


                                                  2000
                       ------------------------------------------------------
                         First          Second          Third         Fourth
                        Quarter         Quarter        Quarter        Quarter
                       ---------       ---------      ---------      ---------

Total Revenues         $516,180        $669,309       $979,150       $754,784
Gross Profit (1)        396,887         505,407        833,493        604,571
Net Income              233,825         369,477        685,768        416,391
Limited Partners'
   Net Income
   Per Unit                 .89            1.43           2.66           1.60

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-76
<PAGE>




                                II-F Partnership
                                ----------------


                                                2001
                       --------------------------------------------------------
                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter      Quarter(2)
                       -----------     -----------    -----------    ----------

Total Revenues         $825,777        $782,724       $504,675       $414,340
Gross Profit (1)        688,441         658,001        367,218        309,974
Net Income              572,885         549,055        264,316        136,526
Limited Partners'
   Net Income              2.98            2.86           1.36            .65
   Per Unit


                                                2000
                       -------------------------------------------------------
                         First          Second          Third         Fourth
                        Quarter         Quarter        Quarter        Quarter
                       ---------       ---------      ---------      ---------

Total Revenues         $519,367        $580,750       $620,485       $690,670
Gross Profit (1)        404,761         482,599        529,734        581,563
Net Income              274,730         380,419        425,092        500,539
Limited Partners'
   Net Income
   Per Unit                1.41            1.97           2.20           2.62

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-77
<PAGE>





                                II-G Partnership
                                ----------------


                                                   2001
                       --------------------------------------------------------
                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter      Quarter(2)
                       -----------     -----------    -----------    ----------

Total Revenues         $1,754,543      $1,667,262     $1,069,060     $  879,423
Gross Profit (1)        1,461,563       1,399,769        776,907        656,447
Net Income              1,230,769       1,166,559        556,509        284,121
Limited Partners'
   Net Income                2.95            2.79           1.32            .63
   Per Unit


                                                   2000
                       --------------------------------------------------------
                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter        Quarter
                       -----------     -----------    -----------    ----------

Total Revenues         $1,065,655      $1,269,929     $1,317,932     $1,468,690
Gross Profit (1)          820,768       1,057,826      1,123,874      1,234,402
Net Income                538,443         838,513        898,945      1,062,660
Limited Partners'
   Net Income
   Per Unit                  1.27            2.00           2.15           2.55

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-78
<PAGE>





                                II-H Partnership
                                ----------------


                                                2001
                       --------------------------------------------------------
                          First          Second          Third         Fourth
                         Quarter         Quarter        Quarter      Quarter(2)
                       -----------     -----------    -----------    ----------

Total Revenues         $417,812        $397,415       $253,545       $208,585
Gross Profit (1)        347,453         332,733        182,307        154,246
Net Income              280,270         276,390        128,903         62,006
Limited Partners'
   Net Income              2.73            2.68           1.24            .55
   Per Unit


                                                2000
                       -------------------------------------------------------
                         First          Second          Third         Fourth
                        Quarter         Quarter        Quarter        Quarter
                       ---------       ---------      ---------      ---------

Total Revenues         $228,423        $317,504       $314,324       $349,821
Gross Profit (1)        170,102         265,369        267,339        293,308
Net Income              102,747         211,950        212,628        251,137
Limited Partners'
   Net Income
   Per Unit                1.05            2.18           2.20           2.45

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  decline in Fourth  Quarter  Net Income  resulted  from  certain
    significant wells becoming  uneconomical,  resulting in higher depreciation,
    depletion and amortization charges.




                                      F-79
<PAGE>
                               INDEX TO EXHIBITS
                               -----------------

Exh.
No.     Exhibit
---     -------

*4.1     Agreement and Certificate of Limited  Partnership dated July 22, 1987
         for the Geodyne Energy Income Limited Partnership II-A.

*4.2     First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-A.

*4.3     Second Amendment to Agreement and Certificate of Limited  Partnership
         dated  August  4,  1993  for  the  Geodyne   Energy  Income   Limited
         Partnership II-A.

*4.4     Third Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne Energy Income Limited  Partnership
         II-A.

*4.5     Fourth Amendment to Agreement and Certificate of Limited  Partnership
         dated  November  14,  2001  for the  Geodyne  Energy  Income  Limited
         Partnership II-A.

*4.6     Amended and Restated  Certificate of Limited  Partnership dated March
         9, 1989 for the Geodyne Energy Income Limited Partnership II-A.

*4.7     Second  Amendment  to Amended  and  Restated  Certificate  of Limited
         Partnership  dated  July 1,  1996,  for  the  Geodyne  Energy  Income
         Limited Partnership II-A.

*4.8     Third  Amendment  to  Amended  and  Restated  Certificate  of Limited
         Partnership  dated  November 14, 2001,  for the Geodyne Energy Income
         Limited Partnership II-A.

*4.9     Agreement and  Certificate of Limited  Partnership  dated October 14,
         1987 for the Geodyne Energy Income Limited Partnership II-B.



                                      F-80
<PAGE>



*4.10    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-B.

*4.11    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-B.

*4.12    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-B.

*4.13    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-B.

*4.14    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-B.

*4.15    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-B.

*4.16    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-B.

*4.17    Agreement and  Certificate of Limited  Partnership  dated January 13,
         1988 for the Geodyne Energy Income Limited Partnership II-C.

*4.18    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-C.

*4.19    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-C.

*4.20    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-C.




                                      F-81
<PAGE>



*4.21    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-C.

*4.22    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-C.

*4.23    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-C.

*4.24    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-C.

*4.25    Agreement and Certificate of Limited  Partnership  dated May 10, 1988
         for the Geodyne Energy Income Limited Partnership II-D.

*4.26    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-D.

*4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-D.

*4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-D.

*4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-D.

*4.30    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-D.

*4.31    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-D.




                                      F-82
<PAGE>



*4.32    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-D.

*4.33    Agreement and Certificate of Limited  Partnership dated September 27,
         1988 for the Geodyne Energy Income Limited Partnership II-E.

*4.34    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-E.

*4.35    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-E.

*4.36    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E.

*4.37    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E.

*4.38    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-E.

*4.39    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited Partnership II-E.

*4.40    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-E.

*4.41    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-E.

*4.42    Agreement and  Certificate  of Limited  Partnership  dated January 5,
         1989 for the Geodyne Energy Income Limited Partnership II-F.

*4.42a   Certificate  of Limited  Partnership  dated  January  5, 1989,  for the
         Geodyne Energy Income Limited Partnership II-F.



                                      F-83
<PAGE>



*4.43    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-F.

*4.44    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-F.

*4.45    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-F.

*4.46    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-F.

*4.47    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-F.

*4.48    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-F.

*4.49    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-F.

*4.50    Agreement  and  Certificate  of Limited  Partnership  dated April 10,
         1989 for the Geodyne Energy Income Limited Partnership II-G.

*4.51    Certificate  of Limited  Partnership  dated April 10,  1989,  for the
         Geodyne Energy Income Limited Partnership II-G.

*4.52    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-G.

*4.53    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-G.




                                      F-84
<PAGE>



*4.54    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-G.

*4.55    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-G.

*4.56    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-G.

*4.57    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-G.

*4.58    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-G.

*4.59    Agreement and Certificate of Limited  Partnership  dated May 17, 1989
         for the Geodyne Energy Income Limited Partnership II-H.

*4.60    Certificate  of  Limited  Partnership  dated  May 17,  1989,  for the
         Geodyne Energy Income Limited Partnership II-H.

*4.61    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 25, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-H.

*4.62    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H.

*4.63    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-H.

*4.64    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-H.

*4.65    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-H.



                                      F-85
<PAGE>


*4.66    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited Partnership II-H.

*4.67    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H.

*10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-A.

*10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-A.

*10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-A.

*10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-A.

*10.5    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-B.

*10.6    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-B.

*10.7    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-B.

*10.8    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-B.

*10.9    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-C.

*10.10   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-C.

*10.11   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-C.

*10.12   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-C.

*10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-D.




                                      F-86
<PAGE>



*10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-D.

*10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-D.

*10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-D.

*10.17   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-E.

*10.18   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-E.

*10.19   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-E.

*10.20   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-E.

*10.21   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-F.

*10.22   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-F.

*10.23   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-F.

*10.24   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-F.

*10.25   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-G.

*10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-G.

*10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-G.

*10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-G.

*10.29   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership II-H.




                                      F-87
<PAGE>



*10.30   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne Production Partnership II-H.

*10.31   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne Production Partnership II-H.

*10.32   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-H.

*23.1    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-A.

*23.2    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-B.

*23.3    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-C.

*23.4    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-D.

*23.5    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-E.

*23.6    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-F.

*23.7    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-G.

*23.8    Consent of Ryder  Scott  Company,  L.P.  for  Geodyne  Energy  Income
         Limited Partnership II-H.


         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.




                                      F-88