FORM 10-K
                       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, 2005

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 if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act.

            Yes         No     X
                  -----       -----



                                      -1-
<PAGE>



      Indicate by check mark if the  Registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

            Yes         No      X
                  -----       -----

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was  required to file such  reports) and (2) has been subject to the
filing requirements for the past 90 days.

            Yes    X      No
                  -----       -----

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

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

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act (check one):

          -----   Large accelerated filer

          -----   Accelerated filer

            X     Non-accelerated filer
          -----


      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

            Yes           No    X
                  -----       -----

      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-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 1A.    RISK FACTORS...............................................9
      ITEM 1B.    UNRESOLVED STAFF COMMENTS.................................15
      ITEM 2.     PROPERTIES................................................15
      ITEM 3.     LEGAL PROCEEDINGS.........................................36
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                  LIMITED PARTNERS..........................................36

PART II.....................................................................37
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......37
      ITEM 6.     SELECTED FINANCIAL DATA...................................39
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................48
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................76
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............77
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................77
      ITEM 9A.    CONTROLS AND PROCEDURES...................................77
      ITEM 9B.    OTHER INFORMATION.........................................77

PART III....................................................................77
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...77
      ITEM 11.    EXECUTIVE COMPENSATION....................................79
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.....................................88
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............90
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................91

PART IV.....................................................................92
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................92

      SIGNATURES...........................................................113




                                      -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, 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-K
(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.

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships including the Partnerships, and is a wholly-owned
subsidiary of Samson Investment Company.  Samson



                                      -4-
<PAGE>



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, 2005, Samson owned interests
in  approximately  18,000  oil and gas wells  located in 18 states of the United
States and the countries of Canada and Venezuela.  At December 31, 2005,  Samson
operated  approximately  5,700  oil and gas  wells  located  in 14 states of the
United States, as well as Canada and Venezuela.

      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,  2006,  Samson  employed  approximately  1,300  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 third two-year  extension  thereby  extending  their  termination  date to
December 31, 2007. As of the date of this Annual Report, the General Partner has
not determined whether to further extend the term of any Partnership.


      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.  However,  substantial increases in the
global  price  of  steel  as well as  increases  in the  prices  for oil and gas
supplies and services  will further  increase the costs of any future  workover,
recompletion or drilling activities conducted by the Partnerships.


      Competition and Marketing

      The primary source of liquidity and Partnership cash  distributions  comes
from the net revenues  generated  from the sale of oil and gas produced from the
Partnerships'  oil and gas  properties.  The  level of net  revenues  is  highly
dependent  upon the total  volumes  of oil and  natural  gas  sold.  Oil and gas
reserves are depleting assets and will experience production declines over time,
thereby likely  resulting in reduced net revenues.  The level of net revenues is
also highly  dependent  upon the prices  received  for oil and gas sales,  which
prices  have  historically  been  very  volatile  and  may  continue  to be  so.
Additionally,  lower oil and natural gas prices may reduce the amount of oil and
gas that is economic to produce and reduce the  Partnerships'  revenues and cash
flow.  Various factors beyond the  Partnerships'  control will affect prices for
oil and natural gas, such as:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;
      *  Political  instability  or  armed conflict  in oil-producing regions or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes; and
      *  Market expectations.



                                      -6-
<PAGE>




      It  is  not  possible  to predict the future  direction  of oil or natural
gas prices or whether the above discussed  trends will remain.  Operating costs,
including General and  Administrative  Expenses,  may not decline over time, may
increase, or may experience only a gradual decline, thus adversely affecting net
revenues as either  production  or oil and natural  gas prices  decline.  In any
particular  period,  net  revenues may also be affected by either the receipt of
proceeds from property sales or the incursion of additional costs as a result of
well workovers, recompletions, new well drilling, and other events.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2005:

Partnership                   Purchaser                         Percentage
-----------      --------------------------------------         ----------

   II-A          BP America Production Company                      14.0%
                 Cinergy Marketing Company ("Cinergy")              12.5%
                 Duke Energy Field Services Inc. ("Duke")           10.3%

   II-B          Cinergy                                            16.0%
                 Citation Oil & Gas Corp. ("Citation")              14.8%

   II-C          Cinergy                                            14.0%
                 Citation                                           12.3%

   II-D          Cinergy                                            12.3%
                 Vintage Petroleum, Inc.                            11.1%

   II-E          Atlas Pipeline Mid-Continent LLC                   13.3%
                 Cinergy                                            12.8%

   II-F          Duke                                               13.7%

   II-G          Duke                                               13.8%

   II-H          Duke                                               14.0%

      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  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.



                                      -7-
<PAGE>



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



                                      -8-
<PAGE>




      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage.  For example,  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 1A.    RISK FACTORS

      The following factors,  among others, could cause actual results to differ
materially  from those  contained  in  forward-looking  statements  made in this
report and presented  elsewhere from time to time.  Such factors,  among others,
may have a material adverse effect upon the  Partnerships'  business,  financial
condition, and results of operations.

      The  following  discussion of risk factors  should be read in  conjunction
with the  combined  financial  statements  and related  notes  included  herein.
Because of these and other  factors,  past financial  performance  should not be
considered an indication of future performance.


      Oil and Natural Gas Prices Fluctuate Due to a Number of
      -------------------------------------------------------
      Uncontrollable Factors, and Any Decline Will Adversely
      ------------------------------------------------------
      Affect the Partnerships' Financial Condition.
      ---------------------------------------------

      The  Partnerships'  results of  operations  depend  upon the  prices  they
receive for their oil and natural gas. We sell most of the Partnerships' oil and
natural gas liquids at current  market  prices  rather than through  fixed-price
contracts.  Historically, the markets for oil and natural gas have been volatile
and are likely to remain so. The prices we receive  depend upon  factors  beyond
our control, including:

         *  political instability or armed conflict in oil-producing regions;
         *  weather conditions;
         *  the supply of domestic and foreign oil and natural gas;



                                      -9-
<PAGE>



         *  the ability of members of OPEC to agree upon and maintain prices and
            production levels;
         *  the level of consumer demand and overall economic activity;
         *  worldwide economic demand;
         *  the price and availability of alternative fuels;
         *  domestic and foreign governmental regulations and taxes;
         *  the proximity to and capacity of transportation facilities; and
         *  the effect of worldwide energy conservation measures.

      Government  regulations,  such as regulation of natural gas transportation
and price controls,  can affect product prices in the long term.  These external
factors and the  volatile  nature of the energy  markets  make it  difficult  to
reliably estimate future prices of oil and natural gas.

      Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the
Partnerships'  financial  condition.  If the oil and  gas  industry  experiences
significant  price declines,  the Partnerships may not be able to maintain their
current level of cash  distributions.  See "Item 1 - Business - Competition  and
Marketing"  and "Item 7 -  Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations".


      Reserve Estimates Depend on Many Assumptions That May Turn
      ----------------------------------------------------------
      Out to be Inaccurate.  Any Material Inaccuracies in the
      -------------------------------------------------------
      Partnerships' Reserve Estimates or Underlying Assumptions
      ---------------------------------------------------------
      Could Cause the Quantities and Net Present Value of Their
      ---------------------------------------------------------
      Reserves to be Overstated.
      --------------------------

      Estimating  quantities of proved oil and natural gas reserves is a complex
process.  It requires  interpretations  of available  technical data and various
assumptions, including assumptions relating to economic factors. Any significant
inaccuracies  in these  interpretations  or  assumptions or changes of condition
could cause the quantities and net present value of the  Partnerships'  reserves
to be overstated.

      To prepare  estimates  of  economically  recoverable  oil and  natural gas
reserves and future net cash flows,  we analyze many variable  factors,  such as
historical  production from the area compared with  production  rates from other
producing areas. We also analyze available geological,  geophysical,  production
and engineering  data, and the extent,  quality and reliability of this data can
vary.  The process  also  involves  economic  assumptions  relating to commodity
prices, production costs, severance and



                                      -10-
<PAGE>



excise  taxes,  capital  expenditures  and workover and remedial  costs.  Actual
results most likely will vary from our estimates. Any significant variance could
reduce the  estimated  quantities  and present  value of reserves  shown in this
annual report.

      You should not assume that the present value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities  and Exchange  Commission  requirements,  the  Partnerships  base the
estimated  discounted future net cash flows from their proved reserves on prices
and costs on the date of the  estimate.  Actual  current  and future  prices and
costs may differ  materially  from those used in the earlier  net present  value
estimate,  and as a result, net present value estimates using current prices and
costs may be  significantly  less than the earlier estimate which is provided in
this annual  report.  See "Item 2 -  Properties-Proved  Reserves and Net Present
Value".

      Drilling Oil and Natural Gas Wells is a High-Risk Activity
      ----------------------------------------------------------
      and Subjects Us to a Variety of Factors That We Cannot
      ------------------------------------------------------
      Control.
      --------

      Drilling oil and natural gas wells,  including development wells, involves
numerous  risks,  including  the risk that the  Partnerships  may not  encounter
commercially  productive oil and natural gas reservoirs.  While the Partnerships
do not expend a significant portion of their capital on drilling activities,  to
the extent  they do drill wells this can be a  significant  risk factor to them.
They may not recover all or any portion of their  investment  in new wells.  The
presence  of   unanticipated   pressures  or   irregularities   in   formations,
miscalculations  or  accidents  may  cause  their  drilling   activities  to  be
unsuccessful  and  result  in a total  loss  of  investment.  Further,  drilling
operations  may be  curtailed,  delayed or  canceled as a result of a variety of
factors, including:

         *  unexpected drilling conditions;
         *  title problems;
         *  restricted access to land for drilling or laying pipeline;
         *  pressure or irregularities in formations;
         *  equipment failure or accidents;
         *  adverse weather conditions; and
         *  costs of, or shortages  or delays in the  availability  of, drilling
            rigs, tubular materials and equipment.



                                      -11-
<PAGE>



      The Marketability of the Partnerships' Production is
      ----------------------------------------------------
      Dependent upon Transportation and Processing Facilities Over
      ------------------------------------------------------------
      Which We Have No Control.
      -------------------------

      The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing  facilities.  Any significant  change in market factors affecting
these  infrastructure  facilities  could harm their business.  The  Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market
conditions or mechanical reasons, or may not be available to us in the future.


      Reliance on Third Party Operators
      ---------------------------------

      A  substantial  portion of the  Partnerships'  properties  are operated by
third  parties.   The  Partnerships  have  little,  if  any,  control  over  the
operational  decisions and costs associated with these properties.  In addition,
the  Partnerships  are totally  reliant on the third party  operators'  internal
controls associated with the operators' accounting for revenues and expenses.


      No Market for Units
      -------------------

      The Partnerships'  Units are not listed on any exchange or national market
system, and there is no established public trading market for the Units. You may
only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii)
transfers  facilitated  by secondary  trading firms and matching  services;  and
(iii)  occasional  "4.9% tender offers" which are made for the Units.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  See  "Item 5 - Market  for  Units  and  Related  Limited  Partner
Matters".


      Limited Life
      ------------

      The  Partnerships  are  currently  scheduled  to terminate on December 31,
2007.  Even  if  the  General   Partner   exercises  its  right  to  extend  the
Partnerships' terms for two additional  two-year periods,  the Partnerships will
terminate no later than December 31, 2011. Upon  termination  the  Partnerships'
assets will be sold.  There is no assurance  that the market for the sale of the
Partnerships' assets will be favorable at such time.



                                      -12-
<PAGE>





      The Partnerships are Subject to Complex Federal, State and
      ----------------------------------------------------------
      Local Laws and Regulations that Could Adversely Affect Their
      ------------------------------------------------------------
      Business
      --------

      Extensive federal,  state and local regulation of the oil and gas industry
significantly  affects the  Partnerships'  operations.  In particular,  they are
subject to stringent environmental  regulations.  These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:

         *  discharge permits for drilling operations;
         *  drilling bonds;
         *  spacing of wells;
         *  unitization and pooling of properties;
         *  environmental protection;
         *  reports concerning operations; and
         *  taxation.

      Under these laws and regulations, the Partnerships could be liable for:

         *  personal injuries;
         *  property damage;
         *  oil spills;
         *  discharge of hazardous materials;
         *  reclamation costs;
         *  remediation and clean-up costs; and
         *  other environmental damages.

      While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1 - Business".



                                      -13-
<PAGE>




      Conflicts of Interest
      ---------------------

      Direct and indirect  conflicts of interests  exist among the  Partnerships
and among a Partnership and the General Partner and its affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate  to  the  sale  of oil  and  gas  properties,  the  determination  of the
Partnerships'  Repurchase  Prices,  and the determination of whether to continue
the Partnerships past their scheduled termination date of December 31, 2007. See
"Item 13 - Certain Relationships and Related Transactions".


      Payments to the General Partner
      -------------------------------

      The General Partner receives reimbursements for General and Administrative
Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash
distributions.  See "Item 11 - Executive  Compensation"  and "Item 8 - Financial
Statements and Supplementary Data".

      Financial Capability of General Partner
      ---------------------------------------

      The General Partner has limited  financial  resources.  Contingencies  may
arise which will require  funding beyond its financial  resources.  Even if such
financial  resources are available,  the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.


      Liability and Indemnification of General Partner and Related
      ------------------------------------------------------------
      Parties
      -------

      Although the General Partner  generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially  satisfied from  Partnership  assets.  The Partnership
Agreements also provide,  subject to certain  conditions,  that the Partnerships
will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for
certain costs, claims and expenses.



                                      -14-
<PAGE>




ITEM 1B.   UNRESOLVED STAFF COMMENTS

      None.


ITEM 2.    PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2005.

                             Well Statistics(1)
                           As of December 31, 2005

        Number of Gross Wells(2)          Number of Net Wells(3)
        ------------------------          ----------------------
        P/ship  Total  Oil  Gas             Total   Oil    Gas
        ------  -----  ---  ---             -----  -----  -----
         II-A   1,021  771  250             42.63  29.85  12.78
         II-B     203  116   87             24.44  16.10   8.34
         II-C     290  111  179              9.35   2.76   6.59
         II-D     214   74  140             23.32   2.52  20.80
         II-E     865  614  251             11.09   3.69   7.40
         II-F     872  610  262             11.68   2.95   8.73
         II-G     872  610  262             25.22   6.23  18.99
         II-H     872  610  262              6.18   1.46   4.72

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

(1)      The  designation  of a well as an oil  well or gas  well is made by the
         General  Partner  based on the relative  amount of oil and gas reserves
         for the well.  Regardless  of a well's oil or gas  designation,  it may
         produce oil, gas, or both oil and gas.
(2)      As used in this Annual Report, "gross well" refers to a well in which a
         working  interest is owned;  accordingly,  the number of gross wells is
         the total number of wells in which a working interest is owned.
(3)      As used in this  Annual  Report,  "net  well"  refers to the sum of the
         fractional  working interests owned in gross wells. For example,  a 15%
         working  interest in a well  represents  one gross  well,  but 0.15 net
         well.


      Drilling Activities

      During the year ended  December 31,  2005,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.







                                      -15-
<PAGE>

<TABLE>
<CAPTION>


 II-A Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 David #6-13                 Washita        OK         -        0.0023        Gas      Producing
 Dusk #1-16                  Grady          OK         -        0.0017        Gas      Producing
 Harrel #2-11                Latimer        OK         -        0.0264        N/A      Shut-In
 Jo-Mill Unit
  (15 new wells)             Borden         TX      0.0025      0.0022        Oil      Producing
 McNeill #5-14               Custer         OK         -        0.0006        Gas      Producing
 Phillips #1-24              Grady          OK         -        0.0005        N/A      In Progress
 Pooler #1-22TWIN            Grady          OK         -        0.0026        Gas      Producing
</TABLE>


<TABLE>
<CAPTION>

 II-B Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 David #6-13                 Washita        OK         -        0.0027        Gas      Producing
</TABLE>

<TABLE>
<CAPTION>

 II-C Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 Big Stick Madison
  Unit (1 New Well)          Billings       ND      0.0007      0.0006        Oil      Producing
 Champlin 242C-6             Carbon         WY         -        0.0002        Gas      Producing
 David #6-13                 Washita        OK         -        0.0013        Gas      Producing
 Hinkle #3-28                Washita        OK         -        0.0001        Gas      Producing
 Janet Federal #8-34         Sweetwater     WY         -        0.0004        Gas      Producing
 Pavillion Fee #42-04B       Fremont        WY         -        0.0026        Gas      Producing
 Pavillion Fee #43-04        Fremont        WY         -        0.0026        Gas      Producing
 Pavillion Fee #43-09        Fremont        WY         -        0.0003        Gas      Producing
 Pavillion Fee #44-04        Fremont        WY         -        0.0026        Gas      Producing
 Peanut-Baue #16-2-H         Richland       MT         -        0.0001        Gas      Producing
 Stella-Killebrew #3-32      Roberts        TX        (1)         (1)         Gas      Shut-In
</TABLE>




                                      -16-
<PAGE>

<TABLE>
<CAPTION>


 II-D Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 Big Stick Madison
  Unit(1 New Well)           Billings       ND      0.0074      0.0060        Oil      Producing
 Champlin 242C-6             Carbon         WY         -        0.0019        Gas      Producing
 Chesterville Unit #17       Colorado       TX         -        0.0136        N/A      Dry Hole
 Chesterville Unit #18       Colorado       TX         -        0.0136        Gas      Producing
 Chesterville Unit #20       Colorado       TX         -        0.0136        Gas      Producing
 Chesterville Unit #21       Colorado       TX         -        0.0136        Gas      Producing
 Davidson #4                 Grady          OK         -        0.0107        Gas      Shut-In
 Hinkle #3-28                Washita        OK         -        0.0011        Gas      Producing
 Janet Federal #8-34         Sweetwater     WY         -        0.0039        Gas      Producing
 Pavillion Fee #42-04B       Fremont        WY         -        0.0268        Gas      Producing
 Pavillion Fee #43-04        Fremont        WY         -        0.0268        Gas      Producing
 Pavillion Fee #43-09        Fremont        WY         -        0.0032        Gas      Producing
 Pavillion Fee #44-04        Fremont        WY         -        0.0268        Gas      Producing
 Peanut-Baue #16-2-H         Richland       MT         -        0.0010        Gas      Producing
 Stella-Killebrew #3-32      Roberts        TX       (1)          (1)         Gas      Shut-In
</TABLE>

<TABLE>
<CAPTION>

 II-E Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     ----------------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 Alamo #22-16                San Juan       NM         -        0.0018        Gas      Producing
 Alamo #22-8                 San Juan       NM         -        0.0018        N/A      In Progress
 Aldwell M 48 #1             Reagan         TX         -        0.0010        Oil      Producing
 Andrews Waterflood
  Unit (4 new wells)         Andrews        TX      0.0011      0.0011        Oil      Producing
 Cain Federal #3             San Juan       NM         -        0.0011        Gas      Producing
 Chesterville Unit #17       Colorado       TX         -        0.0084        N/A      Dry Hole
 Chesterville Unit #18       Colorado       TX         -        0.0084        Gas      Producing
 Chesterville Unit #20       Colorado       TX         -        0.0084        Gas      Producing
 Chesterville Unit #21       Colorado       TX         -        0.0084        Gas      Producing
 Davidson #4                 Grady          OK         -        0.0066        Gas      Shut-In
 Hixson #3-9                 Ellis          OK         -        0.0017        Gas      Producing




                                      -17-
<PAGE>




 Hoyt #1B-Dakota             Rio Arriba     NM         -        0.0001        Gas      Producing
 Hoyt #1B(Mesa Verde)        Rio Arriba     NM         -        0.0002        Gas      Producing
 Hoyt #2B                    Rio Arriba     NM         -        0.0001        Gas      Producing
 Lacey-Melby Unit
  #7-11HR                    Mckenzie       ND         -        0.0004        Oil      Shut-In
 Miers,WA #18                Sutton         TX         -        0.0001        Gas      Producing
 Moore Unit #2               Wheeler        TX         -        0.0002        Gas      Producing
 Patricia #1-14              Woods          OK         -        0.0016        Gas      Producing
 Penry #1-17                 Roger Mills    OK      0.0007      0.0007        Gas      Producing
 Pettitfils B-10             Mitchell       TX         -        0.0017        Oil      Producing
 Resler B1                   Lea            NM         -        0.0005        Oil      Producing
 Shafter LK San Andres
  Unit (10 New Wells)        Andrews        TX      0.0009      0.0009        Oil      Producing
 Simpson Canyon #1044        Crockett       TX         -        0.0018        Oil      Producing
 Simpson Canyon #2044        Crockett       TX         -        0.0042        Oil      Producing
 Smith #3                    Lynn           TX         -        0.0010        Oil      Producing
 Tafoya #1C                  San Juan       NM         -        0.0011        Gas      Producing
 Tafoya #1R                  San Juan       NM         -        0.0011        Gas      Producing
 Tribal #5-1                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
 Tribal #5-7                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
 Tribal #5-9                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
</TABLE>

<TABLE>
<CAPTION>

 II-F Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     ----------------
<S>                          <C>            <C>    <C>         <C>            <C>      <C>
 Alamo #22-16                San Juan       NM         -       0.0007         Gas      Producing
 Alamo #22-8                 San Juan       NM         -       0.0007         N/A      In Progress
 Aldwell M 48 #1             Reagan         TX         -       0.0025         Oil      Producing
 Andrews Waterflood
  Unit (4 New Wells)         Andrews        TX     0.0028      0.0028         Oil      Producing
 Cain Federal #3             San Juan       NM         -       0.0021         Gas      Producing
 Hixson #3-9                 Ellis          OK         -       0.0040         Gas      Producing
 Hoyt #1B-Dakota             Rio Arriba     NM         -       0.0000         Gas      Producing
 Hoyt #1B(Mesa Verde)        Rio Arriba     NM         -       0.0001         Gas      Producing
 Hoyt #2B                    Rio Arriba     NM         -       0.0000         Gas      Producing
 Lacey-Melby Unit
  #7-11HR                    McKenzie       ND         -       0.0011         Oil      Shut-In
 Miers,WA #18                Sutton         TX         -       0.0003         Gas      Producing




                                      -18-
<PAGE>


 Moore Unit #2               Wheeler        TX         -       0.0004         Gas      Producing
 Patricia #1-14              Woods          OK         -       0.0038         Gas      Producing
 Penry #1-17                 Roger Mills    OK      0.0018     0.0018         Gas      Producing
 Pettitfils B-10             Mitchell       TX         -       0.0042         Oil      Producing
 Resler B1                   Lea            NM         -       0.0013         Oil      Producing
 Shafter LK San Andres
  Unit (10 New Wells)        Andrews        TX      0.0021     0.0023         Oil      Producing
 Simpson Canyon #1044        Crockett       TX         -       0.0043         Oil      Producing
 Simpson Canyon #2044        Crockett       TX         -       0.0101         Oil      Producing
 Smith #3                    Lynn           TX         -       0.0025         Oil      Producing
 Tafoya #1C                  San Juan       NM         -       0.0004         Gas      Producing
 Tafoya #1R                  San Juan       NM         -       0.0004         Gas      Producing
 Tribal #5-1                 Rio Arriba     NM         -       0.0001         N/A      Shut-In
 Tribal #5-7                 Rio Arriba     NM         -       0.0001         N/A      Shut-In
 Tribal #5-9                 Rio Arriba     NM         -       0.0001         N/A      Shut-In
</TABLE>

<TABLE>
<CAPTION>

 II-G Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 Alamo #22-16                San Juan       NM         -        0.0023        Gas      Producing
 Alamo #22-8                 San Juan       NM         -        0.0023        N/A      In Progress
 Aldwell M 48 #1             Reagan         TX         -        0.0053        Oil      Producing
 Andrews Waterflood
  Unit (4 New Wells)         Andrews        TX      0.0058      0.0058        Oil      Producing
 Cain Federal #3             San Juan       NM         -        0.0010        Gas      Producing
 Hixson #3-9                 Ellis          OK         -        0.0084        Gas      Producing
 Hoyt #1B-Dakota             Rio Arriba     NM         -        0.0001        Gas      Producing
 Hoyt #1B(Mesa Verde)        Rio Arriba     NM         -        0.0002        Gas      Producing
 Hoyt #2B                    Rio Arriba     NM         -        0.0001        Gas      Producing
 Lacey-Melby Unit
  #7-11 HR                   McKenzie       ND         -        0.0023        Oil      Shut-In
 Miers,WA #18                Sutton         TX         -        0.0007        Gas      Producing
 Moore Unit #2               Wheeler        TX         -        0.0008        Gas      Producing
 Patricia #1-14              Woods          OK         -        0.0080        Gas      Producing
 Penry #1-17                 Roger Mills    OK      0.0038      0.0038        Gas      Producing
 Pettitfils B-10             Mitchell       TX         -        0.0088        Oil      Producing
 Resler B1                   Lea            NM         -        0.0027        Oil      Producing



                                      -19-
<PAGE>




 Shafter Lk San Andres
  Unit (10 New Wells)        Andrews        TX      0.0044      0.0047        Oil      Producing
 Simpson Canyon #1044        Crockett       TX         -        0.0090        Oil      Producing
 Simpson Canyon #2044        Crockett       TX         -        0.0212        Oil      Producing
 Smith #3                    Lynn           TX         -        0.0053        Oil      Producing
 Tafoya #1C                  San Juan       NM         -        0.0014        Gas      Producing
 Tafoya #1R                  San Juan       NM         -        0.0014        Gas      Producing
 Tribal #5-1                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
 Tribal #5-7                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
 Tribal #5-9                 Rio Arriba     NM         -        0.0002        N/A      Shut-In
</TABLE>

<TABLE>
<CAPTION>

 II-H Partnership
 -----------------
                                                   Working     Revenue
 Well Name                   County         St.    Interest    Interest       Type     Status
 ------------------          ----------     --     --------    --------       ----     -----------
<S>                          <C>            <C>    <C>          <C>           <C>      <C>
 Alamo #22-16                San Juan       NM          -       0.0009        Gas      Producing
 Alamo #22-8                 San Juan       NM          -       0.0009        N/A      In Progress
 Aldwell M 48 #1             Reagan         TX          -       0.0012        Oil      Producing
 Andrews Waterflood
  Unit (4 New Wells)         Andrews        TX      0.0013      0.0014        Oil      Producing
 Cain Federal #3             San Juan       NM          -       0.0005        Gas      Producing
 Hixson #3-9                 Ellis          OK          -       0.0020        Gas      Producing
 Hoyt #1B-Dakota             Rio Arriba     NM          -       0.0000        Gas      Producing
 Hoyt #1B(Mesa Verde)        Rio Arriba     NM          -       0.0001        Gas      Producing
 Hoyt #2B                    Rio Arriba     NM          -       0.0000        Gas      Producing
 Lacey-Melby Unit
  #7-11hr                    McKenzie       ND          -       0.0005        Oil      Shut-In
 Miers,Wa #18                Sutton         TX          -       0.0002        Gas      Producing
 Moore Unit #2               Wheeler        TX          -       0.0002        Gas      Producing
 Patricia #1-14              Woods          OK          -       0.0018        Gas      Producing
 Penry #1-17                 Roger Mills    OK      0.0009      0.0009        Gas      Producing
 Pettitfils B-10             Mitchell       TX          -       0.0020        Oil      Producing
 Resler B1                   Lea            NM          -       0.0006        Oil      Producing
 Shafter LK San Andres
  Unit (10 New Wells)        Andrews        TX      0.0010      0.0011        Oil      Producing
 Simpson Canyon #1044        Crockett       TX          -       0.0021        Oil      Producing
 Simpson Canyon #2044        Crockett       TX          -       0.0049        Oil      Producing
 Smith #3                    Lynn           TX          -       0.0012        Oil      Producing
 Tafoya #1C                  San Juan       NM          -       0.0005        Gas      Producing



                                      -20-
<PAGE>




 Tafoya #1R                  San Juan       NM          -       0.0005        Gas      Producing
 Tribal #5-1                 Rio Arriba     NM          -       0.0001        N/A      Shut-In
 Tribal #5-7                 Rio Arriba     NM          -       0.0001        N/A      Shut-In
 Tribal #5-9                 Rio Arriba     NM          -       0.0001        N/A      Shut-In
----------
</TABLE>

(1)   The II-C and II-D Partnerships  elected to not participate in the drilling
      of the  Stella-Killebrew  #3-32 located in Roberts  County,  Texas. If the
      well reaches payout under the terms of its operating  agreement,  the II-C
      and II-D Partnerships will have the following interests in the well:

                                  Working           Revenue
               Partnership        Interest          Interest
               -----------        --------          --------

                    II-C             -               0.0011
                    II-D             -               0.0001








                  [Remainder of Page Intentionally Left Blank]





                                      -21-
<PAGE>



      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.

                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           57,813         65,565         74,313
   Gas (Mcf)                           652,272        646,674        717,179

Oil and gas sales:
   Oil                              $3,102,412     $2,484,192     $2,078,263
   Gas                               4,631,878      3,457,506      3,502,160
                                     ---------      ---------      ---------
     Total                          $7,734,290     $5,941,698     $5,580,423
                                     =========      =========      =========
Total direct operating
   expenses                         $1,705,787     $1,540,000     $1,407,759
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         22.1%          25.9%          25.2%

Average sales price:
   Per barrel of oil                    $53.66         $37.89         $27.97
   Per Mcf of gas                         7.10           5.35           4.88

Direct operating expenses per
   equivalent Bbl of oil                $10.24         $ 8.88         $ 7.26




                                      -22-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           40,011         42,473         43,725
   Gas (Mcf)                           516,244        535,070        548,582

Oil and gas sales:
   Oil                              $2,135,551     $1,655,352     $1,282,628
   Gas                               3,591,278      2,730,383      2,574,612
                                     ---------      ---------      ---------
     Total                          $5,726,829     $4,385,735     $3,857,240
                                     =========      =========      =========
Total direct operating
   expenses                         $1,291,427     $1,140,240     $  998,312
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         22.6%          26.0%          25.9%

Average sales price:
   Per barrel of oil                    $53.37         $38.97         $29.33
   Per Mcf of gas                         6.96           5.10           4.69

Direct operating expenses per
   equivalent Bbl of oil                $10.25         $ 8.66         $ 7.39



                                      -23-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           14,817         15,365         15,806
   Gas (Mcf)                           323,872        301,090        315,371

Oil and gas sales:
   Oil                              $  790,667     $  597,955     $  465,997
   Gas                               2,239,624      1,521,252      1,432,288
                                     ---------      ---------      ---------
     Total                          $3,030,291     $2,119,207     $1,898,285
                                     =========      =========      =========
Total direct operating
   expenses                         $  609,494     $  524,010     $  484,633
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         20.1%          24.7%          25.5%

Average sales price:
   Per barrel of oil                    $53.36         $38.92         $29.48
   Per Mcf of gas                         6.92           5.05           4.54

Direct operating expenses per
   equivalent Bbl of oil                $ 8.86         $ 7.99         $ 7.09



                                      -24-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           21,859         25,312         23,482
   Gas (Mcf)                           749,576        674,131        724,786

Oil and gas sales:
   Oil                              $1,126,685     $  970,924     $  672,785
   Gas                               5,333,743      3,425,727      3,226,165
                                     ---------      ---------      ---------
     Total                          $6,460,428     $4,396,651     $3,898,950
                                     =========      =========      =========
Total direct operating
   expenses                         $1,270,191     $1,166,926     $1,075,751
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         19.7%          26.5%          27.6%

Average sales price:
   Per barrel of oil                    $51.54         $38.36         $28.65
   Per Mcf of gas                         7.12           5.08           4.45

Direct operating expenses per
   equivalent Bbl of oil                $ 8.65         $ 8.48         $ 7.46



                                      -25-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           17,951         18,135         19,131
   Gas (Mcf)                           423,292        409,863        467,472

Oil and gas sales:
   Oil                              $  944,154     $  686,966     $  561,004
   Gas                               3,005,795      2,101,949      2,186,172
                                     ---------      ---------      ---------
     Total                          $3,949,949     $2,788,915     $2,747,176
                                     =========      =========      =========
Total direct operating
   expenses                         $  784,327     $  683,739     $  664,928
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         19.9%          24.5%          24.2%

Average sales price:
   Per barrel of oil                    $52.60         $37.88         $29.32
   Per Mcf of gas                         7.10           5.13           4.68

Direct operating expenses per
   equivalent Bbl of oil                $ 8.86         $ 7.91         $ 6.85



                                      -26-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           25,599         26,083         24,828
   Gas (Mcf)                           377,857        402,717        442,255

Oil and gas sales:
   Oil                              $1,320,169     $  950,141     $  705,160
   Gas                               2,540,216      1,925,993      1,934,121
                                     ---------      ---------      ---------
     Total                          $3,860,385     $2,876,134     $2,639,281
                                     =========      =========      =========
Total direct operating
   expenses                         $  660,229     $  608,955     $  573,207
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         17.1%          21.2%          21.7%

Average sales price:
   Per barrel of oil                    $51.57         $36.43         $28.40
   Per Mcf of gas                         6.72           4.78           4.37

Direct operating expenses per
   equivalent Bbl of oil                $ 7.45         $ 6.53         $ 5.82



                                      -27-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           53,848         54,665         52,045
   Gas (Mcf)                           803,073        859,114        941,870

Oil and gas sales:
   Oil                              $2,776,293     $1,991,518     $1,478,077
   Gas                               5,439,533      4,125,357      4,127,614
                                     ---------      ---------      ---------
     Total                          $8,215,826     $6,116,875     $5,605,691
                                     =========      =========      =========
Total direct operating
   expenses                         $1,415,672     $1,300,804     $1,221,171
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         17.2%          21.3%          21.8%

Average sales price:
   Per barrel of oil                    $51.56         $36.43         $28.40
   Per Mcf of gas                         6.77           4.80           4.38

Direct operating expenses per
   equivalent Bbl of oil                $ 7.54         $ 6.57         $ 5.84




                                      -28-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2005           2004           2003
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           12,446         12,688         12,082
   Gas (Mcf)                           193,427        206,905        226,604

Oil and gas sales:
   Oil                              $  640,410     $  462,355     $  343,099
   Gas                               1,308,252        997,695        992,693
                                     ---------      ---------      ---------
     Total                          $1,948,662     $1,460,050     $1,335,792
                                     =========      =========      =========
Total direct operating
   expenses                         $  338,609     $  314,459     $  295,355
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         17.4%          21.5%          22.1%

Average sales price:
   Per barrel of oil                    $51.46         $36.44         $28.40
   Per Mcf of gas                         6.76           4.82           4.38

Direct operating expenses per
   equivalent Bbl of oil                $ 7.58         $ 6.67         $ 5.92





                                      -29-
<PAGE>



      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,  2005.  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,  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,  2005.  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,  2005  ($61.06  per  barrel  and  $10.08  per Mcf,
respectively)  were  substantially  higher than the prices in effect on December
31,  2004($43.36 per barrel and $6.02 per Mcf,  respectively).  This increase 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, 2005 to be higher than the  previous  estimates  and values at December  31,
2004. 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, 2005. In fact, as of the date of
this  Annual  Report  natural gas prices have  declined  significantly  from the
December  31,  2005  price.  There can be no  assurance  that the prices used in
calculating  the net  present  value of the  Partnerships'  proved  reserves  at
December 31, 2005 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



                                      -30-
<PAGE>



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, 2005(1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  6,367,741
      Oil and liquids (Bbls)                                       687,366
   Net Present Value (discounted at 10% per annum)             $36,701,293


II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,776,281
      Oil and liquids (Bbls)                                       489,229
   Net Present Value (discounted at 10% per annum)             $25,757,023


II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,545,913
      Oil and liquids (Bbls)                                       173,409
   Net Present Value (discounted at 10% per annum)             $16,798,551


II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  9,645,488
      Oil and liquids (Bbls)                                       172,825
   Net Present Value (discounted at 10% per annum)             $41,793,578


II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,039,155
      Oil and liquids (Bbls)                                       177,992
   Net Present Value (discounted at 10% per annum)             $21,072,334



                                      -31-
<PAGE>



II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,552,595
      Oil and liquids (Bbls)                                       337,510
   Net Present Value (discounted at 10% per annum)             $19,777,174


II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  7,611,607
      Oil and liquids (Bbls)                                       707,731
   Net Present Value (discounted at 10% per annum)             $42,091,656


II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,840,781
      Oil and liquids (Bbls)                                       164,943
   Net Present Value (discounted at 10% per annum)             $10,059,084

----------

(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.


      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.



                                      -32-
<PAGE>



      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, 2005:

                               Operated Wells
                  ---------------------------------------
                  Partnership       Number        Percent
                  -----------       ------        -------

                       II-A           68             6%
                       II-B           40            17%
                       II-C           56            15%
                       II-D           38            14%
                       II-E           44             2%
                       II-F           58             2%
                       II-G           58             2%
                       II-H           58             2%


      The following tables set forth certain well and reserve  information as of
December 31, 2005 for each oil and gas basin which holds a  significant  portion
of the value of the Partnerships'  properties.  The tables contain the following
information  for each such  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.
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,  and the Uinta  Basin is  located in
northeast Utah.




                                      -33-
<PAGE>



<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2005
                                     ----------------------------------------------

                                                                    Wells
                                                                 Operated by
                                                                  Affiliates       Oil            Gas
                        Gross     Net        Other      Total    -------------   Reserves       Reserves     Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)          (Mcf)        Value
-----------------       -----     -----     --------    -----    ------   ----   ---------     ---------   -----------
<S>                      <C>       <C>         <C>       <C>       <C>     <C>     <C>         <C>         <C>
II-A Partnership:
      Anadarko           128       8.09        72        200       35      18%      36,703     3,458,472   $14,863,670
      Permian            441       2.50         4        445       13       3%     135,841     1,112,807     6,060,988
      Gulf Coast         275      12.37         -        275        -       -      152,182       351,439     4,728,238


II-B Partnership:
      Anadarko            41       4.48        18         59       11      19%      17,280     1,859,525   $ 7,740,657
      Uinta               15       1.53         3         18        -       -      233,836       487,334     4,924,432
      Permian             15       1.79         -         15       13      87%      28,808     1,098,547     4,303,503
      Southern Okla.
       Folded Belt        15       4.27         2         17       15      88%      68,201       896,390     3,983,292


II-C Partnership:
      Anadarko            89       4.27        40        129       17      13%      16,167     1,770,066   $ 7,901,387
      Southern Okla.
       Folded Belt        18       1.93         2         20       18      90%      29,674       573,410     2,384,840
      Uinta               15        .66         3         18        -       -      100,215       209,509     2,114,281
      Permian             17        .81         1         18       13      72%      12,396       552,899     2,039,614


II-D Partnership:
      Anadarko            55       7.39        25         80        8      10%      23,635     3,457,619   $15,298,481
      Sacramento          43       7.11         -         43        -       -         -        1,611,552     8,246,053

--------------------------
(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>



                                      -34-
<PAGE>

<TABLE>
<CAPTION>



                                     Significant Properties as of December 31, 2005
                                     ----------------------------------------------

                                                                 Wells
                                                                Operated by
                                                                 Affiliates       Oil          Gas
                        Gross     Net       Other     Total    -------------    Reserves     Reserves       Present
     Basin              Wells    Wells     Wells(1)   Wells    Number   %(2)     (Bbl)        (Mcf)          Value
-----------------       -----    -----     --------   -----    ------   ----    --------    ---------    -----------
<S>                      <C>      <C>        <C>      <C>        <C>    <C>     <C>         <C>          <c>
II-E Partnership:
      Permian            722      3.96       1,709    2,431       6       -     129,028     2,017,363    $ 8,387,499
      Anadarko            50      1.95          27       77      22      29%      5,242     1,299,540      5,614,664
      Southern Okla.
       Folded Belt         1       .18           -        1       1     100%      6,525     1,017,691      2,956,042
      Gulf Coast          45      2.99          12       57      14      25%     24,144       325,097      2,048,760


II-F Partnership:
      Permian            717      6.44       1,709    2,426       2       -     312,878     1,822,610    $11,802,804
      Anadarko            58      2.18          27       85      28      33%      4,621     1,346,482      6,120,845


II-G Partnership:
      Permian            717     13.47       1,709    2,426       2       -     653,593     3,813,625    $24,672,863
      Anadarko            58      4.62          27       85      28      33%      9,911     2,869,373     13,021,036


II-H Partnership:
      Permian            717      3.11       1,709    2,426       2       -     151,288       881,585    $ 5,708,125
      Anadarko            58      1.10          27       85      28      33%      2,396       684,709      3,107,451

--------------------------
(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>



                                      -35-
<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 Robert W. Scott,  Individually  and as Managing Member of
R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The
lawsuit seeks class action  certification  and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment  statutes.  A number of these royalty
and  overriding  royalty  payments  burdened the  interests of the II-C and II-D
Partnerships.  In  February  2003,  Samson  made a  supplemental  payment to the
royalty and overriding  royalty interest owners who were potential class members
of  amounts  which  were then  thought  to have been  improperly  deducted  plus
statutory interest thereon. The applicable portions of these payments, $2,548.31
and $26,768.96,  respectively, were recouped from the II-C and II-D Partnerships
in the first quarter of 2003. The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming  Royalty  Payment Act.  Samson  intends to
vigorously  defend this claim.  On May 13, 2005 the trial court  certified  this
lawsuit as a class action and denied  Samson's motion for summary  judgment.  On
June 25, 2005 the Wyoming Supreme Court denied Samson's request for it to review
these decisions.

      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 2005.



                                      -36-
<PAGE>





                                    PART II.

ITEM 5.    MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 1, 2006, 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                3,122
               II-B             361,719                1,939
               II-C             154,621                1,041
               II-D             314,878                2,149
               II-E             228,821                1,629
               II-F             171,400                1,313
               II-G             372,189                2,000
               II-H              91,711                  942

      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.



                                      -37-
<PAGE>






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

                      2004                         2005                  2006
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $15    $14    $19   $17       $15   $13    $25    $23        $20
 II-B        14     13     19    17        16    14     26     24         20
 II-C        23     22     29    26        24    22     37     35         31
 II-D        29     27     30    28        26    24     40     38         34
 II-E        21     19     25    23        22    20     33     32         27
 II-F        23     20     31    28        26    23     42     39         35
 II-G        23     20     30    28        25    22     41     38         34
 II-H        22     20     30    27        25    22     40     37         33


      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.



                                      -38-
<PAGE>




      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2004 and 2005 and the first quarter of 2006.


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


                                  2004
             ------------------------------------------------
              1st          2nd            3rd           4th
P/ship        Qtr.         Qtr.           Qtr.          Qtr.
------       ------       ------         ------        ------

 II-A        $1.54        $1.32          $1.63         $1.89
 II-B         1.38         1.30           1.56          1.90
 II-C         1.77         1.55           1.83          2.26
 II-D         1.74         1.63           1.69          2.29
 II-E         1.61         1.63           1.70          2.05
 II-F         2.45         2.82           2.46          2.84
 II-G         2.39         2.77           2.42          2.77
 II-H         2.28         2.63           2.21          2.66


                                  2005                               2006
             ------------------------------------------------       ------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------       ------       ------         ------        ------       ------

 II-A        $1.90        $1.95          $1.93         $2.12        $3.05
 II-B         1.82         1.95           1.69          2.05         3.27
 II-C         2.10         2.43           2.16          2.55         4.07
 II-D         1.95         2.53           1.90          2.58         4.10
 II-E         1.73         1.72           1.76          1.93         4.37
 II-F         2.51         2.72           3.21          3.39         4.18
 II-G         2.45         2.69           3.15          3.31         4.08
 II-H         2.32         2.48           2.97          3.17         3.91



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."




                                      -39-
<PAGE>


<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                              2005               2004              2003              2002             2001
                          ------------       ------------      ------------      ------------     ------------

<S>                        <C>                <C>               <C>               <C>              <C>
Oil and Gas Sales          $7,734,290         $5,941,698        $5,580,423        $3,781,863       $4,812,392
Net Income:
   Limited Partners         4,554,784          3,284,043         3,062,786         1,457,582        1,583,821
   General Partner            542,706            382,655           360,046           187,523          249,356
   Total                    5,097,490          3,666,698         3,422,832         1,645,105        1,833,177
Limited Partners' Net
   Income per Unit               9.41               6.78              6.32              3.01             3.27
Limited Partners' Cash
   Distributions per
     Unit                        7.90               6.38              5.03              2.49             7.41
Total Assets                6,732,064          5,413,607         5,073,056         4,165,182        3,841,529
Partners' Capital
   (Deficit):
   Limited Partners         5,359,722          4,632,938         4,436,895         3,811,109        3,559,527
   General Partner        (   132,231)       (   201,586)      (   232,071)      (   241,784)     (   285,152)
Number of Units
   Outstanding                484,283            484,283           484,283           484,283          484,283

</TABLE>




                                      -40-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $5,726,829        $4,385,735        $3,857,240        $2,612,932        $3,677,731
Net Income:
   Limited Partners         3,316,237         2,429,208         2,049,029           857,193         1,807,584
   General Partner            397,678           281,206           242,175           116,853           218,951
   Total                    3,713,915         2,710,414         2,291,204           974,046         2,026,535
Limited Partners' Net
   Income per Unit               9.17              6.72              5.66              2.37              5.00
Limited Partners' Cash
   Distributions per
     Unit                        7.51              6.14              4.62              2.01              6.41
Total Assets                4,547,709         3,672,534         3,401,746         2,810,167         2,621,540
Partners' Capital
   (Deficit):
   Limited Partners         4,005,103         3,410,866         3,203,658         2,826,629         2,701,436
   General Partner        (   178,888)      (   232,828)      (   254,807)      (   264,786)      (   302,054)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719

</TABLE>



                                      -41-
<PAGE>


<TABLE>
<CAPTION>


                                                 Selected Financial Data

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

                              2005              2004             2003               2002              2001
                          ------------      ------------     ------------       ------------      ------------

<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $3,030,291        $2,119,207       $1,898,285         $1,284,421        $1,640,398
Net Income:
   Limited Partners         1,887,279         1,208,720        1,017,928            615,932           842,315
   General Partner            220,836           139,610          121,224             77,229           102,759
   Total                    2,108,115         1,348,330        1,139,152            693,161           945,074
Limited Partners' Net
   Income per Unit              12.21              7.82             6.58               3.98              5.45
Limited Partners' Cash
   Distributions per
     Unit                        9.24              7.41             5.42               3.26              8.86
Total Assets                2,340,077         1,722,761        1,645,411          1,391,833         1,238,646
Partners' Capital
   (Deficit):
   Limited Partners         2,071,380         1,612,101        1,549,381          1,370,453         1,258,521
   General Partner        (    57,416)      (    96,672)     (   106,418)       (    98,831)      (   130,178)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

</TABLE>



                                      -42-
<PAGE>
<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $6,460,428        $4,396,651        $3,898,950        $2,856,941        $3,581,469
Net Income:
   Limited Partners         4,125,010         2,408,986         1,936,342         2,391,740         1,608,081
   General Partner            479,909           284,260           243,043           283,947           209,788
   Total                    4,604,919         2,693,246         2,179,385         2,675,687         1,817,869
Limited Partners' Net
   Income per Unit              13.10              7.65              6.15              7.60              5.11
Limited Partners' Cash
   Distributions per
     Unit                        8.96              7.35              5.00              6.46             10.91
Total Assets                5,137,152         3,452,048         3,360,141         2,915,283         2,418,532
Partners' Capital
   (Deficit):
   Limited Partners         4,452,078         3,150,068         3,055,082         2,695,740         2,339,000
   General Partner        (    65,352)      (   174,338)      (   190,287)      (    76,044)      (   238,692)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878

</TABLE>




                                      -43-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,949,949        $2,788,915        $2,747,176        $1,954,057        $2,561,210
Net Income:
   Limited Partners         2,412,312         1,462,780         1,512,784           892,565         1,085,511
   General Partner            286,914           181,054           181,131           115,203           149,947
   Total                    2,699,226         1,643,834         1,693,915         1,007,768         1,235,458
Limited Partners' Net
   Income per Unit              10.54              6.39              6.61              3.90              4.74
Limited Partners' Cash
   Distributions per
     Unit                        7.14              6.99              6.01              2.33              8.82
Total Assets                3,532,158         2,589,335         2,622,429         2,385,354         2,084,248
Partners' Capital
   (Deficit):
   Limited Partners         3,164,643         2,384,331         2,519,551         2,380,767         2,021,202
   General Partner        (    67,016)      (   132,096)      (   129,173)      (   131,864)      (   162,380)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821

</TABLE>




                                      -44-
<PAGE>
<TABLE>
<CAPTION>




                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,860,385        $2,876,134        $2,639,281        $1,900,007        $2,487,886
Net Income:
   Limited Partners         2,565,057         1,668,244         1,593,959           987,108         1,345,727
   General Partner            296,975           203,874           189,788           129,511           177,055
   Total                    2,862,032         1,872,118         1,783,747         1,116,619         1,522,782
Limited Partners' Net
   Income per Unit              14.97              9.73              9.30              5.76              7.85
Limited Partners' Cash
   Distributions per
     Unit                       11.83             10.57              8.94              4.96             11.09
Total Assets                2,941,149         2,336,860         2,310,868         2,153,885         1,970,061
Partners' Capital
   (Deficit):
   Limited Partners         2,611,787         2,073,730         2,217,486         2,155,527         2,017,419
   General Partner        (    46,261)      (    98,202)      (    91,417)      (    95,526)      (   118,848)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400

</TABLE>



                                      -45-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                           ----------       ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $8,215,826        $6,116,875        $5,605,691        $4,023,806        $5,285,009
Net Income:
   Limited Partners         5,469,396         3,546,447         3,393,388         2,092,430         2,861,002
   General Partner            633,469           434,649           404,263           274,972           376,956
   Total                    6,102,865         3,981,096         3,797,651         2,367,402         3,237,958
Limited Partners' Net
   Income per Unit              14.70              9.53              9.12              5.62              7.69
Limited Partners' Cash
   Distributions per
     Unit                       11.60             10.35              8.73              4.95             11.06
Total Assets                6,299,990         5,004,538         4,950,432         4,606,106         4,259,746
Partners' Capital
   (Deficit):
   Limited Partners         5,491,667         4,341,271         4,646,824         4,501,436         4,251,006
   General Partner              9,830       (   101,669)      (    87,509)      (    97,205)      (   146,206)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189           372,189

</TABLE>



                                      -46-
<PAGE>

<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                              2005              2004              2003              2002              2001
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,948,662        $1,460,050        $1,335,792        $  954,336        $1,257,427
Net Income:
   Limited Partners         1,270,771           822,594           786,078           474,052           660,235
   General Partner            147,335           101,267            93,794            62,658            87,334
   Total                    1,418,106           923,861           879,872           536,710           747,569
Limited Partners' Net
   Income per Unit              13.86              8.97              8.57              5.17              7.20
Limited Partners' Cash
   Distributions per
     Unit                       10.94              9.78              8.13              4.41             10.35
Total Assets                1,488,575         1,186,870         1,176,280         1,086,200           992,829
Partners' Capital
   (Deficit):
   Limited Partners         1,325,244         1,057,473         1,131,879         1,090,801         1,021,749
   General Partner        (    28,897)      (    54,377)      (    51,046)      (    53,547)      (    65,089)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

</TABLE>


                                      -47-
<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  accuracy of third party  payments  and  billings,  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  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas  properties.  The level of net revenues is highly  dependent upon the prices
received  for oil and gas  sales,  which  prices  have  historically  been  very
volatile  and may  continue  to be so.  Additionally,  lower oil and natural gas
prices  may reduce the  amount of oil and gas that is  economic  to produce  and
reduce the  Partnerships'  revenues and cash flow.  Various  factors  beyond the
Partnerships' control will affect prices for oil and natural gas, such as:




                                      -48-
<PAGE>



      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;
      *  Political  instability  or  armed  conflict in oil-producing regions or
         around major shipping areas;
      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes; and
      *  Market expectations.

      It  is  not  possible to  predict the future  direction  of oil or natural
gas prices or whether the above discussed  trends will remain.  Operating costs,
including General and  Administrative  Expenses,  may not decline over time, may
increase, or may experience only a gradual decline, thus adversely affecting net
revenues as either  production  or oil and natural  gas prices  decline.  In any
particular  period,  net  revenues may also be affected by either the receipt of
proceeds from property sales or the incursion of additional costs as a result of
well workovers, recompletions, new well drilling, and other events.

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to increase,  remain  relatively  constant,  or decrease at an even greater rate
over a given period. These factors include, but are not limited to:

      *  Geophysical  conditions  which  cause an acceleration of the decline in
         production;
      *  The shutting in of wells (or the opening of previously  shut-in  wells)
         due to low oil and gas prices (or high oil and gas prices),  mechanical
         difficulties,  loss of a market or  transportation,  or  performance of
         workovers, recompletions, or other operations in the well;
      *  Prior  period  volume adjustments (either positive or negative) made by
         operators of the properties;
      *  Adjustments  in ownership or rights to production  in  accordance  with
         agreements  governing  the  operation or ownership of the well (such as
         adjustments that occur at payout or due to gas balancing); and
      *  Completion of enhanced recovery  projects which increase production for
         the well.



                                      -49-
<PAGE>



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, 2005 as compared to the year ended  December  31, 2004 and for the
year ended December 31, 2004 as compared to the year ended December 31, 2003.


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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $1,793,000  (30.2%) in 2005 as compared
to 2004.  Of this  increase  (i)  $912,000 and  $1,145,000,  respectively,  were
related to increases in the average  prices of oil and gas sold and (ii) $30,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially  offset by a decrease of $294,000  related to a decrease in volumes of
oil sold. Volumes of oil sold decreased 7,752 barrels, while volumes of gas sold
increased 5,598 Mcf in 2005 as compared to 2004.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
declines in production and (ii) a negative prior period volume  adjustment  made
in 2005 by the operator on one significant  well. The increase in volumes of gas
sold was primarily due to (i) positive prior period volume  adjustments  made in
2005 by the operators on several wells; (ii) one  significant  well returning to
production during mid 2005 following the resolution of  transportation  problems
associated  with line pressure;  and (iii) the successful  completion of several
wells  during late 2004 and early to mid 2005.  These  increases in volumes sold
were substantially offset by normal declines in production.

      Average  oil and gas prices  increased  to $53.66 per barrel and $7.10 per
Mcf,  respectively,   in  2005  from  $37.89  per  barrel  and  $5.35  per  Mcf,
respectively, in 2004.



                                      -50-
<PAGE>



      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $166,000 (10.8%) in 2005 as compared to 2004. This
increase  was  primarily  due to the  following  2005  activities:  (i) workover
expenses  incurred  on several  wells;  (ii) an  increase  in  production  taxes
associated  with the  increase in oil and gas sales;  and (iii)  positive  prior
period lease  operating  expense  adjustments.  These  increases  were partially
offset by (i) workover  expenses incurred on several other wells during 2004 and
(ii) a 2005 reversal of $27,000 of a charge  previously  accrued for a judgment.
As a percentage of oil and gas sales,  these expenses decreased to 22.1% in 2005
from 25.9% in 2004, primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased  $185,000  (85.6%) in 2005 as  compared  to 2004.  Of this
increase (i) $112,000 was due to the depletion of additional  capitalized  costs
of oil and gas properties as a result of the upward  revision in the estimate of
the asset  retirement  obligations,  of which  $71,000 was related to previously
fully depleted wells,  and (ii) $24,000 was due to accretion of these additional
asset retirement  obligations.  This increase was also due to downward revisions
in the estimates of remaining oil and gas reserves  after an  unsuccessful  2005
recompletion  attempt on one  significant  well.  As a percentage of oil and gas
sales, this expense  increased to 5.2% in 2005 from 3.6% in 2004,  primarily due
to the dollar increase in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.3%
in 2005 from 9.4% in 2004, primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $64,908,357 or 134.03% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $361,000 (6.5%) in 2004 as compared to
2003. Of this  increase  $650,000 and  $300,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $245,000 and $344,000, respectively, related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
8,748 barrels and 70,505 Mcf, respectively, in 2004 as compared to 2003.

      The  decrease  in  volumes  of oil sold was  primarily  due to (i)  normal
declines in production and (ii) a positive prior period



                                      -51-
<PAGE>



volume  adjustment made by the operator on one significant well during 2003. The
decrease  in volumes of gas sold was  primarily  due to (i) normal  declines  in
production  and (ii)  downward  revisions  in the  estimates  of  remaining  gas
reserves on one significant well resulting in the II-A Partnership becoming over
produced  in  excess of  estimated  ultimate  reserves  thereby  increasing  gas
imbalance payable.

      Average  oil and gas prices  increased  to $37.89 per barrel and $5.35 per
Mcf,  respectively,   in  2004  from  $27.97  per  barrel  and  $4.88  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $132,000 (9.4%) in 2004 as compared to 2003. This
increase was primarily due to: (i) workover  expenses  incurred on several wells
during 2004; (ii) an increase in production  taxes  associated with the increase
in oil and gas sales;  and (iii) an increase in salt water disposal  expenses on
one  significant  well during 2004 as compared  to 2003.  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 25.9% in 2004 from 25.2% in 2003.

      DD&A of oil and gas properties increased $5,000 (2.5%) in 2004 as compared
to 2003. As a percentage of oil and gas sales, this expense decreased to 3.6% in
2004 from 3.8% in 2003.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2004 from 10.1% in 2003.


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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $1,341,000  (30.6%) in 2005 as compared
to 2004. Of this increase $576,000 and $957,000,  respectively,  were related to
increases in the average prices of oil and gas sold. Volumes of oil and gas sold
decreased  2,462  barrels and 18,826 Mcf,  respectively,  in 2005 as compared to
2004.  Average oil and gas prices  increased  to $53.37 per barrel and $6.96 per
Mcf,  respectively,   in  2005  from  $38.97  per  barrel  and  $5.10  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $151,000 (13.3%) in 2005 as compared to 2004. This
increase  was  primarily  due to: (i) 2005  workover  expenses  incurred  on two
significant  wells and (ii) an increase in production  taxes associated with the
increase in



                                      -52-
<PAGE>



oil  and gas  sales.  As a  percentage  of oil and  gas  sales,  these  expenses
decreased to 22.6% in 2005 from 26.0% in 2004,  primarily due to the increase in
oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased  $162,000  (104.7%)  in 2005 as  compared  to  2004.  This
increase was primarily  due to downward  revisions in the estimates of remaining
oil and gas reserves following an unsuccessful 2005 recompletion  attempt on one
significant  well. This increase was also due to increases of (i) $52,000 due to
the depletion of  additional  capitalized  costs of oil and gas  properties as a
result  of  the  upward  revision  in  the  estimate  of  the  asset  retirement
obligations,  of which $37,000 was related to previously  fully depleted  wells,
and  (ii)  $8,000  due  to  accretion  of  these   additional  asset  retirement
obligations.  As a percentage  of oil and gas sales,  this expense  increased to
5.5% in 2005 from 3.5% in 2004,  primarily due to the dollar increase in DD&A of
oil and gas properties.

      General and  administrative  expenses  increased  $6,000 (1.3%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.5% in 2005 from 9.6% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $46,672,916 or 129.03% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $528,000 (13.7%) in 2004 as compared to
2003. Of this  increase  $409,000 and  $219,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially  offset by a decrease  of $63,000  related to a decrease in volumes of
gas sold.  Volumes of oil and gas sold  decreased  1,252 barrels and 13,512 Mcf,
respectively,  in 2004 as compared to 2003. Average oil and gas prices increased
to $38.97 per barrel and $5.10 per Mcf,  respectively,  in 2004 from  $29.33 per
barrel and $4.69 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $142,000 (14.2%) in 2004 as compared to 2003. This
increase was primarily due to: (i) an increase in salt water  disposal  expenses
on one  significant  well during  2004 as compared to 2003;  (ii) an increase in
production  taxes  associated with the increase in oil and gas sales;  and (iii)
workover  expenses incurred on one significant well during 2004. These increases
were partially offset by a decrease in lease operating expenses  associated with
the decreases in volumes



                                      -53-
<PAGE>



of oil and gas  sold.  As a  percentage  of oil and gas  sales,  these  expenses
increased to 26.0% in 2004 from 25.9% in 2003.

      DD&A of oil and gas properties  remained  relatively  constant in 2004 and
2003.  As a percentage of oil and gas sales,  this expense  decreased to 3.5% in
2004 from 4.0% in 2003,  primarily due to the increases in the average prices of
oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2004 from 11.0% in 2003, primarily due to the increase in oil and gas sales.



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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $911,000 (43.0%) in 2005 as compared to
2004. Of this increase (i) $214,000 and $603,000,  respectively, were related to
increases  in the  average  prices  of oil and gas sold and  (ii)  $115,000  was
related to an increase in volumes of gas sold. Volumes of oil sold decreased 548
barrels, while volumes of gas sold increased 22,782 Mcf.

      The increase in volumes of gas sold in 2005 was  primarily due to: (i) the
first  receipt  of  revenues  on one  significant  well;  (ii)  an  increase  in
production on several wells  following the successful  workovers of those wells;
and (iii) an increase in production on one significant  well after its return to
production  following the resolution of transportation  problems associated with
line  pressure.  These  increases were  partially  offset by normal  declines in
production.

      Average  oil and gas prices  increased  to $53.36 per barrel and $6.92 per
Mcf,  respectively,   in  2005  from  $38.92  per  barrel  and  $5.05  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $85,000 (16.3%) in 2005 as compared to 2004. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii) 2005 workover  expenses incurred
on several wells.  These  increases were partially  offset by workover  expenses
incurred on several  other wells  during 2004.  As a  percentage  of oil and gas
sales, these expenses  decreased to 20.1% in 2005 from 24.7% in 2004,  primarily
due to the increase in oil and gas sales.



                                      -54-
<PAGE>



      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased $52,000 (73.9%) in 2005 as compared to 2004. This increase
was  primarily  due to downward  revisions in the estimates of remaining oil and
gas  reserves  following  an  unsuccessful  2005  recompletion  attempt  on  one
significant  well. This increase was also due to increases of (i) $18,000 due to
the depletion of  additional  capitalized  costs of oil and gas  properties as a
result  of  the  upward  revision  in  the  estimate  of  the  asset  retirement
obligations,  of which $12,000 was related to previously  fully depleted  wells,
and  (ii)  $3,000  due  to  accretion  of  these   additional  asset  retirement
obligations.  As a percentage  of oil and gas sales,  this expense  increased to
4.1% in 2005 from 3.3% in 2004,  primarily due to the dollar increase in DD&A of
oil and gas properties.

      General and  administrative  expenses  increased  $7,000 (3.5%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.6% in 2005 from 9.1% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $22,090,686 or 142.87% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $221,000 (11.6%) in 2004 as compared to
2003. Of this  increase  $145,000 and  $154,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially  offset by a decrease  of $65,000  related to a decrease in volumes of
gas sold.  Volumes of oil and gas sold  decreased  441  barrels  and 14,281 Mcf,
respectively,  in 2004 as compared to 2003. Average oil and gas prices increased
to $38.92 per barrel and $5.05 per Mcf,  respectively,  in 2004 from  $29.48 per
barrel and $4.54 per Mcf, respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $39,000  (8.1%) in 2004 as compared to 2003. As a
percentage of oil and gas sales,  these expenses decreased to 24.7% in 2004 from
25.5% in 2003.

      DD&A  of oil and  gas  properties  decreased  $13,000  (15.4%)  in 2004 as
compared to 2003,  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  during  2004.  As a  percentage  of oil and gas  sales,  this  expense
decreased  to 3.3% in 2004  from  4.4% in 2003.  This  percentage  decrease  was
primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties and
(ii) the increases in the average prices of oil and gas sold.



                                      -55-
<PAGE>




      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1%
in 2004 from 10.2% in 2003, primarily due to the increase in oil and gas sales.



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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $2,064,000  (46.9%) in 2005 as compared
to 2004.  Of this  increase  (i)  $288,000 and  $1,525,000,  respectively,  were
related to increases in the average prices of oil and gas sold and (ii) $383,000
was  related  to an  increase  in  volumes  of gas sold.  These  increases  were
partially  offset by a decrease of $132,000  related to a decrease in volumes of
oil sold. Volumes of oil sold decreased 3,453 barrels, while volumes of gas sold
increased 75,445 Mcf in 2005 as compared to 2004.

      The decrease in volumes of oil sold was primarily  due to normal  declines
in production.  The increase in volumes of gas sold was primarily due to: (i) an
increase in production on several wells  following the  successful  workovers of
those wells;  (ii) one significant well returning to production  during mid 2005
following  the  resolution  of  transportation  problems  associated  with  line
pressure; and (iii) the first receipt of revenues on one significant well. These
increases were partially offset by normal declines in production.

      Average  oil and gas prices  increased  to $51.54 per barrel and $7.12 per
Mcf,  respectively,   in  2005  from  $38.36  per  barrel  and  $5.08  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $103,000 (8.8%) in 2005 as compared to 2004. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii)  workover  expenses  incurred on
several wells during 2005.  These  increases were  partially  offset by workover
expenses incurred on several other wells during 2004. As a percentage of oil and
gas  sales,  these  expenses  decreased  to  19.7% in 2005  from  26.5% in 2004,
primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  increased  $66,000  (37.8%)  in 2005 as  compared  to 2004.  Of this
increase (i) $65,000 was due to the depletion of additional capitalized costs of
oil and gas properties as a



                                      -56-
<PAGE>



result  of  the  upward  revision  in  the  estimate  of  the  asset  retirement
obligations, of which $42,000 was related to previously fully depleted wells and
(ii)  $13,000  was  due  to  accretion  of  these  additional  asset  retirement
obligations.  The DD&A increase was also due to one significant well being fully
depleted  during  2005  due to the  lack of  remaining  reserves.  All of  these
increases were partially offset by (i) the receipt in 2005 of equipment  credits
on an abandoned well and (ii) two significant wells being substantially depleted
during 2004 due to the lack of remaining  reserves.  As a percentage  of oil and
gas sales, DD&A decreased to 3.7% in 2005 from 3.9% in 2004.

      General and  administrative  expenses  increased  $6,000 (1.6%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.8% in 2005 from 8.4% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $46,050,903 or 146.25% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $498,000 (12.8%) in 2004 as compared to
2003. Of this increase (i) $246,000 and $425,000,  respectively, were related to
increases in the average prices of oil and gas sold and (ii) $52,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of $225,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 1,830 barrels, while volumes of gas sold decreased 50,655 Mcf
in 2004 as compared to 2003.

      The  increase in volumes of oil sold was  primarily  due to an increase in
production  on  one  significant  well  following   successful  repairs  of  its
mechanical  problems  during late 2003,  which increase was partially  offset by
normal declines in production.

      Average  oil and gas prices  increased  to $38.36 per barrel and $5.08 per
Mcf,  respectively,   in  2004  from  $28.65  per  barrel  and  $4.45  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $91,000 (8.5%) in 2004 as compared to 2003.  This
increase was  primarily due to (i) workover  expenses  incurred on several wells
during  2004  and (ii) an  increase  in  production  taxes  associated  with the
increase in oil and gas sales.  These  increases  were  partially  offset by (i)
workover  expenses  incurred  on  several  other  wells  during  2003 and (ii) a
positive prior period lease operating expense adjustment made by the operator on
one significant well during 2003. As a



                                      -57-
<PAGE>



percentage of oil and gas sales,  these expenses decreased to 26.5% in 2004 from
27.6% in 2003.

      DD&A of oil and  gas  properties  decreased  $108,000  (38.3%)  in 2004 as
compared to 2003. This decrease was primarily due to: (i) the abandonment of one
significant  well  during  2003  due to  severe  mechanical  problems;  (ii) the
decrease in volumes of gas sold; and (iii) upward  revisions in the estimates of
remaining  oil and gas reserves  during 2004.  These  decreases  were  partially
offset by one significant  well being fully depleted during 2004 due to the lack
of  remaining  reserves.  As a  percentage  of oil and gas sales,  this  expense
decreased  to 3.9% in 2004  from  7.2% in 2003.  This  percentage  decrease  was
primarily due to the dollar decrease in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.4%
in 2004 from 9.6% in 2003.  This  percentage  decrease was  primarily due to the
increase in oil and gas sales.



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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $1,161,000  (41.6%) in 2005 as compared
to 2004. Of this increase (i) $264,000 and $835,000,  respectively, were related
to  increases  in the  average  prices of oil and gas sold and (ii)  $69,000 was
related to an increase in volumes of gas sold.  These  increases  were partially
offset by a decrease of $7,000 related to a decrease in volumes of oil sold.

      Volumes  of oil sold  decreased  184  barrels,  while  volumes of gas sold
increased 13,429 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was primarily due to (i) negative prior period volume  adjustments  made by
the  operators  on  several  wells  during  2005 and  (ii)  normal  declines  in
production.  These decreases were partially offset by: (i) positive prior period
volume  adjustments  made by the  operators on several  other wells during 2005;
(ii) the  successful  completion  of two new  wells;  and (iii) an  increase  in
production on one  significant  well following the  successful  workover of that
well.

      The increase in volumes of gas sold was  primarily  due to (i) an increase
in production on one significant well following the successful  workover of that
well and (ii) positive prior period volume  adjustments made by the operators on
several  wells during 2005.  These  increases  were  partially  offset by normal
declines



                                      -58-
<PAGE>



in production  and a negative 2005 prior period  volume  adjustment  made by the
operator on one significant well.

      Average  oil and gas prices  increased  to $52.60 per barrel and $7.10 per
Mcf,  respectively,   in  2005  from  $37.88  per  barrel  and  $5.13  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $101,000 (14.7%) in 2005 as compared to 2004. This
increase was primarily due to: (i) an increase in  production  taxes  associated
with the  increase  in oil and gas sales;  (ii)  workover  expenses  incurred on
several wells during 2005; and (iii) an increase in salt water disposal expenses
incurred  on one  significant  unit  during  2005 as  compared  to  2004.  These
increases were partially offset by workover  expenses  incurred on several other
wells during 2004. As of the date of this Annual Report,  management anticipates
that the salt water  disposal  expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales,  these expenses decreased to 19.9% in 2005
from 24.5% in 2004, primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties increased $3,000 (1.4%) in 2005 as compared to 2004. Of this increase
(i) $37,000 was due to the depletion of additional  capitalized costs of oil and
gas  properties as a result of the upward  revision in the estimate of the asset
retirement  obligations,  of which  $13,000  was  related  to  previously  fully
depleted  wells and (ii) $7,000 was due to accretion of these  additional  asset
retirement obligations. This increase was also due to one significant well being
fully  depleted  during  2005  due to the  lack  of  remaining  reserves.  These
increases were partially  offset by two  significant  wells being  substantially
depleted during 2004 due to the lack of remaining  reserves.  As a percentage of
oil and gas sales,  this  expense  decreased  to 5.2% in 2005 from 7.2% in 2004,
primarily due to the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $5,000 (2.0%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.1% for 2005 from 9.9% in 2004, primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $31,931,574 or 139.55% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales increased  $42,000 (1.5%) in 2004  as compared  to
2003.  Of this increase $155,000 and $185,000,



                                      -59-
<PAGE>



respectively,  were related to  increases  in the average  prices of oil and gas
sold.  These  increases  were  partially  offset by  decreases  of  $29,000  and
$269,000, respectively, related to decreases in volumes of oil and gas sold.

      Volumes  of oil and  gas  sold  decreased  996  barrels  and  57,609  Mcf,
respectively,  in 2004 as compared to 2003.  The decrease in volumes of oil sold
was primarily due to (i) normal declines in production and (ii) a negative prior
period volume  adjustment  made by the operator on one  significant  well during
2004.  These decreases were partially offset by (i) positive prior period volume
adjustments made by the operators during 2004 on two significant  wells and (ii)
a similar  negative prior period volume  adjustment  made during 2003 on another
significant well.

      The  decrease  in  volumes  of gas sold was  primarily  due to: (i) normal
declines in production; (ii) the shutting-in of one significant well during 2004
in order to redirect the flow of gas to a pipeline with available capacity;  and
(iii) a negative prior period volume  adjustment made by the operator on another
significant  well  during  2004.  These  decreases  were  partially  offset by a
positive prior period volume  adjustment made by the operator on one significant
well during 2004.

      Average  oil and gas prices  increased  to $37.88 per barrel and $5.13 per
Mcf,  respectively,   in  2004  from  $29.32  per  barrel  and  $4.68  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $19,000 (2.8%) in 2004 as compared to 2003.  This
increase was primarily due to workover expenses incurred on several wells during
2004.  This increase was partially  offset by: (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 in 2003 on two
significant  wells; and (iii) a negative prior period  production tax adjustment
made in 2004 by the operator on one significant well. As a percentage of oil and
gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.

      DD&A  of oil and  gas  properties  increased  $64,000  (46.8%)  in 2004 as
compared to 2003. This increase was primarily due to two significant wells being
substantially  depleted during 2004 due to the lack of remaining 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  during  2004.  As a  percentage  of oil and gas  sales,  this  expense
increased  to 7.2% in  2004  from  5.0% in  2003,  primarily  due to the  dollar
increase in DD&A of oil and gas properties.

      General and administrative expenses  decreased  $3,000 (1.0%)  in 2004  as
compared to 2003.  As a percentage of oil and gas



                                      -60-
<PAGE>



sales, these expenses decreased to 9.9% in 2004 from 10.2% in 2003.



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


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $984,000 (34.2%) in 2005 as compared to
2004. Of this  increase  $388,000 and  $733,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially offset by decreases of $18,000 and $119,000, respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
484 barrels and 24,860 Mcf, respectively, in 2005 as compared to 2004.

      The  decrease in volumes of oil sold was  primarily  due to: (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2005; (ii) similar positive prior period volume  adjustments made on other wells
during 2004;  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by: (i) positive prior period volume  adjustments  made by the
operators on several wells during 2005;  (ii) the  successful  completion of two
new wells; and (iii) an increase in production on one significant well following
the successful workover of that well.

      The decrease in volumes of gas sold was  primarily  due to: (i) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior
period  volume  adjustment  included  in the  receipt of first  revenues  on one
significant  well during 2004.  These  decreases  were  partially  offset by (i)
positive prior period volume  adjustments made by the operators on several wells
during 2005 and (ii) similar  negative prior period volume  adjustments  made on
several other wells during 2004.

      Average  oil and gas prices  increased  to $51.57 per barrel and $6.72 per
Mcf,  respectively,   in  2005  from  $36.43  per  barrel  and  $4.78  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $51,000 (8.4%) in 2005 as compared to 2004.  This
increase was primarily due to: (i)an  increase in  production  taxes  associated
with the  increase  in oil and gas sales;  (ii)  workover  expenses  incurred on
several wells during 2005; and (iii) an increase in salt water disposal



                                      -61-
<PAGE>



expenses incurred on one significant unit during 2005 as compared to 2004. These
increases were partially offset by workover expenses incurred on two significant
wells during 2004. As of the date of this Annual Report,  management anticipates
that the salt water  disposal  expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales,  these expenses decreased to 17.1% in 2005
from 21.2% in 2004, primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  decreased $81,000 (37.6%) in 2005 as compared to 2004. This decrease
was primarily due to (i) one  significant  well being fully depleted during 2004
due to the lack of remaining  reserves and (ii) the  decreases in volumes of oil
and gas sold.  These  decreases  were  partially  offset by: (i) an  increase of
$17,000 due to the  depletion  of  additional  capitalized  costs of oil and gas
properties  as a result of the  upward  revision  in the  estimate  of the asset
retirement  obligations,  of which  $10,000  was  related  to  previously  fully
depleted wells;  (ii) an increase of $5,000 due to accretion of these additional
asset  retirement  obligations;  and  (iii) one  significant  well  being  fully
depleted during 2005 due to the lack of remaining  reserves.  As a percentage of
oil and gas sales,  this  expense  decreased  to 3.5% in 2005 from 7.5% in 2004,
primarily due to (i) the dollar  decrease in DD&A of oil and gas  properties and
(ii) the increases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.6% in 2005 from 7.4% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $27,162,051 or 158.47% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $237,000 (9.0%) in 2004 as compared to
2003. Of this increase (i) $209,000 and $165,000,  respectively, were related to
increases in the average prices of oil and gas sold and (ii) $36,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of $173,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 1,255 barrels, while volumes of gas sold decreased 39,538 Mcf
in 2004 as compared to 2003.

      The increase in volumes of oil sold was  primarily  due to positive  prior
period volume adjustments made by the operators on



                                      -62-
<PAGE>



several  wells during 2004,  which  increases  were  partially  offset by normal
declines in production.

      The  decrease  in volumes of gas sold was  primarily  due to (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2004 and (ii) normal  declines in  production.  These  decreases  were partially
offset by the receipt of first revenues on one significant well during 2004.

      Average  oil and gas prices  increased  to $36.43 per barrel and $4.78 per
Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.37  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $36,000 (6.2%) in 2004 as compared to 2003.  This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004;  (ii) an increase in  production  taxes  associated  with the
increase  in oil and gas  sales;  and  (iii) an  increase  in  production  taxes
associated  with the receipt of first  revenues on one  significant  well during
2004.  These  increases  were  partially  offset by (i)  negative  prior  period
production  tax  adjustments  made by the operator on several wells during 2004;
(ii) a decrease in lease  operating  expenses  associated  with the  decrease in
volumes of gas sold;  and (iii)  workover  expenses  incurred  on several  wells
during 2003. As a percentage of oil and gas sales,  these expenses  decreased to
21.2% in 2004 from 21.7% in 2003.

      DD&A  of oil and  gas  properties  increased  $81,000  (60.1%)  in 2004 as
compared to 2003. This increase was primarily due to one significant  well being
fully depleted during 2004 due to lack of remaining reserves.  This increase was
partially  offset by (i) upward  revisions in the estimates of remaining oil and
gas  reserves  during 2004 and (ii) the  decrease  in volumes of gas sold.  As a
percentage  of oil and gas sales,  this  expense  increased to 7.5% in 2004 from
5.1%  in  2003,  primarily  due to the  dollar  increase  in DD&A of oil and gas
properties.

      General and  administrative  expenses  decreased  $2,000 (1.0%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.4% in 2004 from 8.1% in 2003.



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

                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total  oil  and gas sales increased $2,099,000 (34.3%) in 2005 as compared
to 2004.  Of this increase $815,000 and $1,583,000,



                                      -63-
<PAGE>



respectively,  were related to  increases  in the average  prices of oil and gas
sold.  These  increases  were  partially  offset by  decreases  of  $30,000  and
$269,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 817 barrels and 56,041 Mcf,  respectively,
in 2005 as compared to 2004.

      The  decrease in volumes of oil sold was  primarily  due to: (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2005; (ii) similar positive prior period volume  adjustments made on other wells
during 2004;  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by: (i) positive prior period volume  adjustments  made by the
operators on several wells during 2005;  (ii) the  successful  completion of two
new wells; and (iii) an increase in production on one significant well following
the successful workover of that well.

      The decrease  in  volumes of  gas sold was primarily due to: (i)a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior
period  volume  adjustment  included  in the  receipt of first  revenues  on one
significant  well during 2004.  These  decreases  were  partially  offset by (i)
positive prior period volume  adjustments made by the operators on several wells
during 2005 and (ii) similar  negative prior period volume  adjustments  made on
other wells during 2004.

      Average  oil and gas prices  increased  to $51.56 per barrel and $6.77 per
Mcf,  respectively,   in  2005  from  $36.43  per  barrel  and  $4.80  per  Mcf,
respectively, in 2004.

      Oil  and  gas  production expenses (including lease operating expenses and
production  taxes)  increased  $115,000 (8.8%) in 2005 as compared to 2004. This
increase was primarily due to: (i) an increase in  production  taxes  associated
with the increase in oil and gas sales;  (ii) workover expenses incurred in 2005
on several wells; and (iii) an increase in salt water disposal expenses incurred
on one  significant  unit during 2005 as compared to 2004.  These increases were
partially offset by workover  expenses  incurred on two significant wells during
2004. As of the date of this Annual Report, management anticipates that the salt
water disposal expenses on this unit will remain at 2005 levels. As a percentage
of oil and gas sales,  these  expenses  decreased to 17.2% in 2005 from 21.3% in
2004, primarily due to the increase in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties decreased $181,000 (38.3%) in 2005 as compared to 2004. This decrease
was primarily due to (i) one  significant  well being fully depleted during 2004
due to the lack of remaining  reserves and (ii) the  decreases in volumes of oil
and gas sold.  These  decreases  were  partially  offset by: (i) an  increase of
$36,000 due to the depletion of additional



                                      -64-
<PAGE>



capitalized  costs of oil and gas properties as a result of the upward  revision
in the  estimate  of the asset  retirement  obligations,  of which  $21,000  was
related to previously  fully depleted wells;  (ii) an increase of $10,000 due to
accretion  of these  additional  asset  retirement  obligations;  and  (iii) one
significant  well being fully depleted  during 2005 due to the lack of remaining
reserves.  As a percentage of oil and gas sales,  this expense decreased to 3.5%
in 2005 from 7.7% in 2004,  primarily due to (i) the dollar  decrease in DD&A of
oil and gas  properties  and (ii) the increases in the average prices of oil and
gas sold.

      General and  administrative  expenses  increased  $5,000 (1.1%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.3% in 2005 from 7.1% in 2004,  primarily due to the increase in oil and gas
sales.

      The Limited Partners have received cash distributions through December 31,
2005 totaling $56,838,371 or 152.71% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $511,000 (9.1%) in 2004 as compared to
2003. Of this increase (i) $439,000 and $360,000,  respectively, were related to
increases in the average prices of oil and gas sold and (ii) $75,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease of $363,000 related to a decrease in volumes of gas sold.  Volumes of
oil sold increased 2,620 barrels, while volumes of gas sold decreased 82,756 Mcf
in 2004 as compared to 2003.

      The increase in volumes of oil sold was  primarily  due to positive  prior
period  volume  adjustments  made by the operators on several wells during 2004,
which increases were partially offset by normal declines in production.

      The  decrease  in volumes of gas sold was  primarily  due to (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2004 and (ii) normal  declines in  production.  These  decreases  were partially
offset by the receipt of first revenues on one significant well during 2004.

      Average  oil and gas prices  increased  to $36.43 per barrel and $4.80 per
Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.38  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $80,000 (6.5%) in 2004 as compared to 2003.  This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004;



                                      -65-
<PAGE>



(ii) an increase in production taxes associated with the increase in oil and gas
sales;  and (iii) an increase in production taxes associated with the receipt of
first  revenues  on one  significant  well during  2004.  These  increases  were
partially  offset by: (i) negative prior period  production tax adjustments made
by the  operators  on  several  wells  during  2004;  (ii) a  decrease  in lease
operating  expenses  associated  with the  decrease in volumes of gas sold;  and
(iii) workover  expenses  incurred on several wells during 2003. As a percentage
of oil and gas sales,  these  expenses  decreased to 21.3% in 2004 from 21.8% in
2003.

      DD&A of oil and  gas  properties  increased  $182,000  (62.8%)  in 2004 as
compared to 2003,  primarily due to one  significant  well being fully  depleted
during 2004 due to the lack of remaining  reserves.  This increase was partially
offset  by (i)  upward  revisions  in the  estimates  of  remaining  oil and gas
reserves  during  2004  and (ii) the  decrease  in  volumes  of gas  sold.  As a
percentage  of oil and gas sales,  this  expense  increased to 7.7% in 2004 from
5.2%  in  2003,  primarily  due to the  dollar  increase  in DD&A of oil and gas
properties.

      General and  administrative  expenses  decreased  $5,000 (1.1%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.1% in 2004 from 7.8% in 2003.



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


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      Total oil and gas sales increased  $489,000 (33.5%) in 2005 as compared to
2004. Of this  increase  $187,000 and  $376,000,  respectively,  were related to
increases  in the  average  prices of oil and gas  sold.  These  increases  were
partially  offset by decreases of $9,000 and $65,000,  respectively,  related to
decreases in volumes of oil and gas sold.  Volumes of oil and gas sold decreased
242 barrels and 13,478 Mcf, respectively, in 2005 as compared to 2004.

      The  decrease in volumes of oil sold was  primarily  due to: (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2005; (ii) similar positive prior period volume  adjustments made on other wells
during 2004;  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by: (i) positive prior period volume  adjustments  made by the
operators on several wells during 2005;  (ii) the  successful  completion of two
new wells; and (iii) an increase in



                                      -66-
<PAGE>



production  on  one  significant  well following the successful workover of that
well.

      The decrease in volumes of gas sold was  primarily  due to: (i) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2005;  (ii) normal  declines in  production;  and (iii) a positive  prior
period  volume  adjustment  included  in the  receipt of first  revenues  on one
significant  well during 2004.  These  decreases  were  partially  offset by (i)
positive prior period volume  adjustments made by the operators on several wells
during 2005 and (ii) similar  negative prior period volume  adjustments  made on
other wells during 2004.

      Average  oil and gas prices  increased  to $51.46 per barrel and $6.76 per
Mcf,  respectively,   in  2005  from  $36.44  per  barrel  and  $4.82  per  Mcf,
respectively, in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $24,000 (7.7%) in 2005 as compared to 2004.  This
increase was primarily due to: (i) an increase in  production  taxes  associated
with the  increase  in oil and gas sales;  (ii)  workover  expenses  incurred on
several wells during 2005; and (iii) an increase in salt water disposal expenses
incurred  on one  significant  unit  during  2005 as  compared  to  2004.  These
increases were partially offset by workover expenses incurred on two significant
wells during 2004. As of the date of this Annual Report,  management anticipates
that the salt water  disposal  expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales,  these expenses decreased to 17.4% in 2005
from 21.5% in 2004. This  percentage  decrease was primarily due to the increase
in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties  decreased $45,000 (39.4%) in 2005 as compared to 2004, primarily due
to (i) one significant  well being fully depleted during 2004 due to the lack of
remaining  reserves and (ii) the decreases in volumes of oil and gas sold. These
decreases  were  partially  offset  by:  (i) an  increase  of $9,000  due to the
depletion of additional  capitalized costs of oil and gas properties as a result
of the upward revision in the estimate of the asset retirement  obligations,  of
which $5,000 was related to previously fully depleted wells; (ii) an increase of
$2,000 due to accretion of these additional asset  retirement  obligations;  and
(iii) one  significant  well being fully depleted during 2005 due to the lack of
remaining reserves. As a percentage of oil and gas sales, this expense decreased
to 3.5% in 2005 from 7.8% in 2004,  primarily due to (i) the dollar  decrease in
DD&A of oil and gas  properties  and (ii) the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $6,000 (4.9%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.7% in 2005 from 8.5% in 2004,  primarily due to the increase in oil and gas
sales.



                                      -67-
<PAGE>




      The Limited Partners have received cash distributions through December 31,
2005 totaling $13,209,364 or 144.03% of Limited Partners' capital contributions.


                     Year Ended December 31, 2004 Compared
                        to Year Ended December 31, 2003
                    --------------------------------------

      Total oil and gas sales  increased  $124,000 (9.3%) in 2004 as compared to
2003. Of this increase (i) $102,000 and $91,000,  respectively,  were related to
increases in the average prices of oil and gas sold and (ii) $17,000 was related
to an increase in volumes of oil sold.  These increases were partially offset by
a decrease  of  approximately  $86,000  related to a decrease  in volumes of gas
sold.  Volumes of oil sold  increased  606  barrels,  while  volumes of gas sold
decreased 19,699 Mcf in 2004 as compared to 2003.

      The increase in volumes of oil sold was  primarily  due to positive  prior
period  volume  adjustments  made by the operators on several wells during 2004,
which increases were partially offset by normal declines in production.

      The  decrease  in volumes of gas sold was  primarily  due to (i)  negative
prior period  volume  adjustments  made by the operators on several wells during
2004 and (ii) normal  declines in  production.  These  decreases  were partially
offset by the receipt of first revenues on one significant well during 2004.

      Average  oil and gas prices  increased  to $36.44 per barrel and $4.82 per
Mcf,  respectively,   in  2004  from  $28.40  per  barrel  and  $4.38  per  Mcf,
respectively, in 2003.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $19,000 (6.5%) in 2004 as compared to 2003.  This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004;  (ii) an increase in  production  taxes  associated  with the
increase  in oil and gas  sales;  and  (iii) an  increase  in  production  taxes
associated  with the receipt of first  revenues on one  significant  well during
2004.  These  increases  were  partially  offset by: (i)  negative  prior period
production  tax  adjustments  made by the operator on several wells during 2004,
(ii) a decrease in lease  operating  expenses  associated  with the  decrease in
volumes of gas sold;  and (iii)  workover  expenses  incurred  on several  wells
during 2003. As a percentage of oil and gas sales,  these expenses  decreased to
21.5% in 2004 from 22.1% in 2003.

      DD&A  of oil and  gas  properties  increased  $45,000  (65.7%)  in 2004 as
compared to 2003,  primarily due to one  significant  well being fully  depleted
during 2004 due to the lack of remaining  reserves.  This increase was partially
offset by (i) upward



                                      -68-
<PAGE>



revisions in the  estimates of  remaining  oil and gas reserves  during 2004 and
(ii) the decrease in volumes of gas sold.  As a percentage of oil and gas sales,
this expense  increased to 7.8% in 2004 from 5.1% in 2003,  primarily due to the
dollar increase in DD&A of oil and gas properties.

      General and administrative  expenses remained  relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5%
in 2004 from 9.4% in 2003.


      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 2005,  2004, and 2003.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.













                  [Remainder of Page Intentionally Left Blank]





                                      -69-
<PAGE>



                             2005 Compared to 2004
                             ---------------------

                             Average Sales Prices
--------------------------------------------------------------------------
P/ship                2005                    2004              % Change
------         ------------------      ------------------      -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------      ---     ---

 II-A          $53.66      $7.10       $37.89      $5.35       42%     33%
 II-B           53.37       6.96        38.97       5.10       37%     36%
 II-C           53.36       6.92        38.92       5.05       37%     37%
 II-D           51.54       7.12        38.36       5.08       34%     40%
 II-E           52.60       7.10        37.88       5.13       39%     38%
 II-F           51.57       6.72        36.43       4.78       42%     41%
 II-G           51.56       6.77        36.43       4.80       42%     41%
 II-H           51.46       6.76        36.44       4.82       41%     40%

                              Production Volumes
----------------------------------------------------------------------------
P/ship              2005                      2004                % Change
------       ------------------        -----------------       -------------
               Oil        Gas            Oil       Gas           Oil    Gas
             (Bbls)      (Mcf)         (Bbls)     (Mcf)        (Bbls)  (Mcf)
             ------     -------        ------    -------       ------  -----

 II-A        57,813     652,272        65,565    646,674        (12%)    1%
 II-B        40,011     516,244        42,473    535,070        ( 6%)  ( 4%)
 II-C        14,817     323,872        15,365    301,090        ( 4%)    8%
 II-D        21,859     749,576        25,312    674,131        (14%)   11%
 II-E        17,951     423,292        18,135    409,863        ( 1%)    3%
 II-F        25,599     377,857        26,083    402,717        ( 2%)  ( 6%)
 II-G        53,848     803,073        54,665    859,114        ( 1%)  ( 7%)
 II-H        12,446     193,427        12,688    206,905        ( 2%)  ( 7%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2005     2004     % Change
                    ------    ------   -----     --------

                     II-A     $10.24   $8.88        15%
                     II-B      10.25    8.66        18%
                     II-C       8.86    7.99        11%
                     II-D       8.65    8.48         2%
                     II-E       8.86    7.91        12%
                     II-F       7.45    6.53        14%
                     II-G       7.54    6.57        15%
                     II-H       7.58    6.67        14%



                                      -70-
<PAGE>




                             2004 Compared to 2003
                             ---------------------

                             Average Sales Prices
--------------------------------------------------------------------------
P/ship               2004                     2003             % Change
------         ------------------      ------------------      -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------      ---     ---

 II-A          $37.89      $5.35       $27.97      $4.88       35%     10%
 II-B           38.97       5.10        29.33       4.69       33%      9%
 II-C           38.92       5.05        29.48       4.54       32%     11%
 II-D           38.36       5.08        28.65       4.45       34%     14%
 II-E           37.88       5.13        29.32       4.68       29%     10%
 II-F           36.43       4.78        28.40       4.37       28%      9%
 II-G           36.43       4.80        28.40       4.38       28%     10%
 II-H           36.44       4.82        28.40       4.38       28%     10%

                              Production Volumes
----------------------------------------------------------------------------
P/ship              2004                      2003               % Change
------       ----------------          -----------------       -------------
               Oil        Gas            Oil        Gas          Oil    Gas
             (Bbls)      (Mcf)         (Bbls)      (Mcf)       (Bbls)  (Mcf)
             ------     -------        ------     -------      ------  -----

 II-A        65,565     646,674        74,313     717,179       (12%)  (10%)
 II-B        42,473     535,070        43,725     548,582       ( 3%)  ( 2%)
 II-C        15,365     301,090        15,806     315,371       ( 3%)  ( 5%)
 II-D        25,312     674,131        23,482     724,786         8%   ( 7%)
 II-E        18,135     409,863        19,131     467,472       ( 5%)  (12%)
 II-F        26,083     402,717        24,828     442,255         5%   ( 9%)
 II-G        54,665     859,114        52,045     941,870         5%   ( 9%)
 II-H        12,688     206,905        12,082     226,604         5%   ( 9%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2004     2003     % Change
                    ------    -----    -----     --------

                     II-A     $8.88    $7.26        22%
                     II-B      8.66     7.39        17%
                     II-C      7.99     7.09        13%
                     II-D      8.48     7.46        14%
                     II-E      7.91     6.85        15%
                     II-F      6.53     5.82        12%
                     II-G      6.57     5.84        13%
                     II-H      6.67     5.92        13%



                                      -71-
<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
generally 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  2005  production  levels for future years,  the  Partnerships
proved  reserve  quantities  at  December  31,  2005  would  have the  following
remaining lives:

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

                     II-A               9.8             11.9
                     II-B               9.3             12.2
                     II-C              10.9             11.7
                     II-D              12.9              7.9
                     II-E              11.9              9.9
                     II-F               9.4             13.2
                     II-G               9.5             13.1
                     II-H               9.5             13.3

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  increase or decrease in the oil and gas prices at December  31,
2005 may cause an increase or decrease in the estimated  life of said  reserves.
As discussed below,  the Partnerships  must terminate no later than December 31,
2011 (six years from December 31, 2005).

      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.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas production.  During 2005,  2004, and 2003, the  Partnerships
expended  no  capital  on oil and gas  acquisition  or  exploration  activities.
However,  during those years the Partnerships  expended the following amounts on
oil  and  gas  development   activities,   primarily  well   recompletions   and
developmental drilling:




                                      -72-
<PAGE>




      Partnership               2005              2004              2003
      -----------             --------          --------          --------

          II-A                $133,494          $ 93,122          $102,903
          II-B                  96,434            53,458            24,971
          II-C                  54,420            11,074            24,478
          II-D                 151,464            16,239           153,431
          II-E                  31,965            30,342            24,348
          II-F                  20,736            79,459            41,415
          II-G                  43,264           174,306            93,448
          II-H                   9,960            43,819            24,574

While these  expenditures  reduce or eliminate  cash  available for a particular
quarterly cash distribution,  the General Partner believes that these activities
are necessary for the prudent  operation of the properties and  maximization  of
their value to the Partnerships.

      The  Partnerships  sold certain oil and gas properties  during 2005, 2004,
and 2003.  The sales 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. Net proceeds from the sales of 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  sales  of oil and gas
properties during 2005, 2004, and 2003, were as follows:

         Partnership            2005              2004              2003
         -----------          -------           -------           --------

            II-A              $  -              $26,393           $  8,732
            II-B                 -               32,405              1,968
            II-C                 -               13,888                739
            II-D               27,451              -                 8,060
            II-E                 -                8,569             22,535
            II-F                 -               22,941             60,479
            II-G                 -               48,031            127,575
            II-H                 -               11,149             29,981

      Over the years,  as part of the  normal  course of  business,  some of the
Partnerships'  interests  in wells  have  been  sold,  generally  at oil and gas
auctions.  Given the generally  favorable  current  environment  for oil and gas
dispositions,  it is possible that the Partnerships  will increase the number of
properties to be sold. In the event of sales,  any net proceeds are  distributed
as soon as possible after the disposition.  Future  production,  costs, and cash
flow will be reduced as properties are sold.




                                      -73-
<PAGE>



      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 generally replacing  production through
acquisitions of producing properties and extensive drilling.

      The  General  Partner  expects  general  and  administrative  expenses  to
increase substantially during 2006 and 2007 due to costs required to comply with
Section 404 of the  Sarbanes-Oxley  Act of 2002. Such anticipated  increase will
reduce cash available for  distribution.  The General Partner expects at least a
portion of this anticipated  increase in general and administrative  expenses to
continue in years beyond 2007.

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the Partnership  Agreements.  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  third  two-year   extension  thereby  extending  their
termination date to December 31, 2007. As of the date of this Annual Report, the
General  Partner has not  determined  whether to further  extend the term of any
Partnership.


      Off-Balance Sheet Arrangements

      The Partnerships do not have any off-balance sheet arrangements.


      Tabular Disclosure of Contractual Obligations

      The Partnerships do not have any contractual obligations of the type which
are  required  by the SEC to be  disclosed  in this  Annual  Report  under  this
heading.


      Critical Accounting Policies

      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



                                      -74-
<PAGE>



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 cash  results of  operations,  including
interest  incurred  to  finance  the  acquisition,  for the  period  of time the
properties are held by the General Partner.

      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.
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  for each oil and gas field  (rather  than
separately  for  each  well).  If the  unamortized  costs  of all  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. The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.

      The  Deferred  Charge on the  Balance  Sheets  included  in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection  with  the  Partnerships'   underproduced  gas  imbalance  positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and
Accrued Liability are the annual average production cost per Mcf.

      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  and  gas  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



                                      -75-
<PAGE>



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 price for which the  Partnerships  are  currently
settling  similar  liabilities.  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' wells must be properly plugged and abandoned after their
oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143,
"Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future
expenditures that will be necessary to plug and abandon these wells. FAS No. 143
requires the estimated plugging and abandonment  obligations to be recognized in
the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or
acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be
capitalized as part of the carrying amount of the well.


      New Accounting Pronouncements

      The  Partnerships  are  not  aware  of  any  recently  issued   accounting
pronouncements that would have an impact on the Partnerships'  future results of
operations and financial position.


      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.  Inflationary  pressure on drilling and
operating costs have impacted the operating costs and drilling costs incurred by
the  Partnerships.  This  pressure is expected to continue if  commodity  prices
remain at their current levels. 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."


ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK

      The Partnerships do not hold any market risk sensitive instruments.



                                      -76-
<PAGE>




ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial  statements  and  supplementary  data are indexed in Item 15
hereof.


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

      None.


ITEM 9A.    CONTROLS AND PROCEDURES

      As of the  end of  this  period  covered  by this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed,  summarized,  and  reported  accurately  and within the time  periods
specified in the Securities and Exchange Commission rules and forms.


ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2005 but which was not so
reported.



                                   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       54      President and Director

      Judy K. Fox           55      Secretary



                                      -77-
<PAGE>



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 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 2005 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

      The  Partnerships  are not  required by SEC  regulations  or  otherwise to
maintain an audit  committee.  The board of  directors  of the  General  Partner
serves as the audit  committee.  The board of directors  of the General  Partner
consists  of one  person  who is not an audit  committee  financial  expert,  as
defined in the SEC regulations.


      Code of Ethics

      The General  Partner has adopted a Code of Ethics which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request



                                      -78-
<PAGE>



mailed to Geodyne  Resources,  Inc.,  Investor  Services, Samson Plaza, Two West
2nd Street, Tulsa, OK 74103.  Such request must include the address to which the
Code of Ethics should be mailed.


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 2005, 2004, and 2003, 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.

            Partnership        2005         2004          2003
            -----------      --------     --------      --------

               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 2005, 2004, and 2003:




                                      -79-
<PAGE>


<TABLE>
<CAPTION>



                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                        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)            2003       -         -           -            -             -           -          -
                        2004       -         -           -            -             -           -          -
                        2005       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $276,689     -           -            -             -           -          -
                        2004    $296,458     -           -            -             -           -          -
                        2005    $304,212     -           -            -             -           -          -

----------
(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>



                                      -80-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                            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)            2003        -           -           -            -             -             -           -
                        2004        -           -           -            -             -             -           -
                        2005        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $206,665       -           -            -             -             -           -
                        2004     $221,431       -           -            -             -             -           -
                        2005     $227,222       -           -            -             -             -           -

----------
(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>



                                      -81-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                         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)            2003        -           -           -           -              -           -           -
                        2004        -           -           -           -              -           -           -
                        2005        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $88,339        -           -           -              -           -           -
                        2004     $94,651        -           -           -              -           -           -
                        2005     $97,126        -           -           -              -           -           -
      ----------
(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>



                                      -82-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                           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)            2003        -           -           -             -             -          -           -
                        2004        -           -           -             -             -          -           -
                        2005        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $179,902       -           -             -             -          -           -
                        2004     $192,756       -           -             -             -          -           -
                        2005     $197,797       -           -             -             -          -           -

----------
(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>



                                      -83-
<PAGE>

<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                          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(#)       ($)         ($)
----------------        ----     --------    -----      -------     ----------     --------     -------     -------

                     <C>      <C>           <C>        <C>           <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            2003        -          -          -             -              -           -           -
                        2004        -          -          -             -              -           -           -
                        2005        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $130,734      -          -             -              -           -           -
                        2004     $140,074      -          -             -              -           -           -
                        2005     $143,738      -          -             -              -           -           -

----------
(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>



                                      -84-
<PAGE>
<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                           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)            2003        -           -          -              -             -          -           -
                        2004        -           -          -              -             -          -           -
                        2005        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003     $ 97,927       -          -              -             -          -           -
                        2004     $104,923       -          -              -             -          -           -
                        2005     $107,667       -          -              -             -          -           -
      ----------
(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>



                                      -85-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                      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)            2003       -          -          -             -            -             -           -
                        2004       -          -          -             -            -             -           -
                        2005       -          -          -             -            -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $212,644      -          -             -            -             -           -
                        2004    $227,837      -          -             -            -             -           -
                        2005    $233,796      -          -             -            -             -           -

----------
(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>



                                      -86-
<PAGE>

<TABLE>
<CAPTION>



                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2005

                                                                          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)            2003       -           -           -          -               -            -           -
                        2004       -           -           -          -               -            -           -
                        2005       -           -           -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2003    $52,399        -           -          -               -            -           -
                        2004    $56,143        -           -          -               -            -           -
                        2005    $57,611        -           -          -               -            -           -

----------
(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>



                                      -87-
<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 the date of filing  this  Annual  Report 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                            153,726 (31.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  153,726 (31.7%)



                                      -88-
<PAGE>




II-B Partnership:
----------------
   Samson Resources Company                             106,832 (29.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   106,832 (29.5%)


II-C Partnership:
----------------
   Samson Resources Company                              54,043 (35.0%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    54,043 (35.0%)


II-D Partnership:
----------------
   Samson Resources Company                              97,852 (31.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    97,852 (31.1%)


II-E Partnership:
----------------
   Samson Resources Company                              76,440 (33.4%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    76,440 (33.4%)


II-F Partnership:
----------------
   Samson Resources Company                              48,425 (28.3%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    48,425 (28.3%)



                                      -89-
<PAGE>



II-G Partnership:
----------------
   Samson Resources Company                              83,543 (22.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    83,543 (22.5%)


II-H Partnership:
----------------
   Samson Resources Company                              28,872 (31.5%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                    28,872 (31.5%)


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



                                      -90-
<PAGE>



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.


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2005 and 2004, each Partnership incurred the following audit fees:

                                          2005           2004
                                         -------        -------
      Year-end audit per
       engagement letter                 $23,716        $21,560
      1st quarter 10-Q review                925            825
      2nd quarter 10-Q review                917            825
      3rd quarter 10-Q review                917            825


      Audit-Related Fees

      During 2005 and 2004 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2005 and 2004 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2005 and 2004 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.



                                      -91-
<PAGE>




      Audit Approval

      The  Partnerships  do not have audit committee  pre-approval  policies and
procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X.
The  Partnerships  did not receive any  services of the type  described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.


      Audit and Related Fees paid by Affiliates

      The  Partnerships'  accountants  received  compensation from other limited
partnerships  managed by the General Partner and from other entities  affiliated
with the General Partner.  This compensation is for audit services,  tax related
services,  and other  accounting-related  services. The General Partner does not
believe this arrangement creates a conflict of interest or impairs the auditors'
independence.



                                    PART IV.


ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(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, 2005 and 2004 and for each of the three years in
            the period ended December 31, 2005 are filed as part of this report:

            Report of Independent Registered Public Accounting Firm
            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



                                      -92-
<PAGE>




      (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,  filed as
         Exhibit 4.1 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 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, filed as Exhibit 4.2 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.3     Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-A,  filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.4     Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-A,  filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.5     Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.6     Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
         period ended  December  31, 2003,  filed with the SEC on March 19, 2004
         and is hereby incorporated by reference.



                                      -93-
<PAGE>



*4.7     Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-A
         dated October 27, 2005.

 4.8     Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-A, filed as
         Exhibit 4.6 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.9     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.10    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.11    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited  Partnership  II-A,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K for period ended  December  31,  2003,  filed with the SEC on
         March 19, 2004 and is hereby incorporated by reference.

*4.12    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-A dated
         October 27, 2005.

 4.13    Agreement and Certificate of Limited Partnership dated October 14, 1987
         for the  Geodyne  Energy  Income  Limited  Partnership  II-B,  filed as
         Exhibit 4.9 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.14    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,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.15    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income  Limited Partnership
         II-B, filed as Exhibit 4.11 to



                                      -94-
<PAGE>



         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 4.16    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.17    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B,  filed as  Exhibit  4.13 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.18    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B filed as Exhibit  4.16 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.19    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-B
         dated October 27, 2005.

 4.20    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-B, filed as
         Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.21    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-B,  filed as  Exhibit  4.15 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.22    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.23    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
         10-K for period ended December 31,



                                      -95-
<PAGE>



         2003,  filed with the SEC on March 19, 2004 and is hereby  incorporated
         by reference.

*4.24    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-B dated
         October 27, 2005.

 4.25    Agreement and Certificate of Limited Partnership dated January 13, 1988
         for the  Geodyne  Energy  Income  Limited  Partnership  II-C,  filed as
         Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 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-C,  filed as Exhibit 4.18 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C,  filed as  Exhibit  4.21 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.30    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C filed as Exhibit  4.26 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.31    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-C
         dated October 27, 2005.



                                      -96-
<PAGE>



 4.32    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as
         Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.33    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-C,  filed as  Exhibit  4.23 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.34    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-C,  filed as Exhibit 4.24 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.35    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

*4.36    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-C dated
         October 27, 2005.

 4.37    Agreement and Certificate of Limited Partnership dated May 10, 1988 for
         the Geodyne Energy Income Limited  Partnership  II-D,  filed as Exhibit
         4.25 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

 4.38    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,  filed as Exhibit 4.26 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.39    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.



                                      -97-
<PAGE>



 4.40    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.41    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D,  filed as  Exhibit  4.29 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.42    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D filed as Exhibit  4.36 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.43    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-D
         dated October 27, 2005.

 4.44    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-D, filed as
         Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.45    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-D,  filed as  Exhibit  4.31 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.46    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-D,  filed as Exhibit 4.32 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.47    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.



                                      -98-
<PAGE>



*4.48    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-D dated
         October 27, 2005.

 4.49    Agreement and  Certificate of Limited  Partnership  dated September 27,
         1988 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.50    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,  filed as Exhibit 4.34 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.51    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.52    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.53    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.54    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E,  filed as  Exhibit  4.38 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.55    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E filed as Exhibit  4.47 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.



                                      -99-
<PAGE>



*4.56    Seventh Amendment to Amended and Restated  Agreement and Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-E
         dated October 27, 2005.

 4.57    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.58    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-E,  filed as  Exhibit  4.40 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.59    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-E,  filed as Exhibit 4.41 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.60    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

*4.61    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-E dated
         October 27, 2005.

 4.62    Agreement and Certificate of Limited  Partnership dated January 5, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-F,  filed as
         Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.63    Certificate  of Limited  Partnership  dated  January  5, 1989,  for the
         Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit 4.42a
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.64    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, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
         ended December 31,



                                     -100-
<PAGE>



         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

 4.65    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.66    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.67    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.68    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F,  filed as  Exhibit  4.48 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.69    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F filed as Exhibit  4.59 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.70    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-F dated October 27,
         2005.

 4.71    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-F, filed as
         Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.72    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
         as Exhibit  4.49 to Annual  Report on Form  10-K405  for  period  ended
         December 31, 2001, filed with



                                     -101-
<PAGE>



         the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.73    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-F filed
         as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.74    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-F dated October 27, 2005.

 4.75    Agreement and Certificate of Limited  Partnership  dated April 10, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-G,  filed as
         Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.76    Certificate  of  Limited  Partnership  dated  April 10,  1989,  for the
         Geodyne Energy Income Limited  Partnership  II-G, filed as Exhibit 4.51
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.77    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, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.78    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.79    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.80    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.



                                     -102-
<PAGE>



 4.81    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G,  filed as  Exhibit  4.56 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.82    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G filed as Exhibit  4.70 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference..

*4.83    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-G dated October 27,
         2005.

 4.84    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-G, filed as
         Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.85    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
         as Exhibit  4.58 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.86    Fourth Amendment to Certificate of Limited  Partnership  dated November
         14, 2003, for the Geodyne Energy Income Limited  Partnership II-G filed
         as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.87    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-G dated October 27, 2005.

 4.88    Agreement and Certificate of Limited Partnership dated May 17, 1989 for
         the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit
         4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

4.89     Certificate of Limited  Partnership dated May 17, 1989, for the Geodyne
         Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
         Report on Form 10-K405 for period



                                     -103-
<PAGE>



         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.90    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, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.91    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.92    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.93    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.94    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H,  filed as  Exhibit  4.65 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.95    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H filed as Exhibit  4.81 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.96    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-H dated October 27,
         2005.

 4.97    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-H, filed as
         Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
         31, 2001, filed with



                                     -104-
<PAGE>



         the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.98    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
         as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.99    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-H filed
         as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.100   Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-H dated October 27, 2005.

 10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-A,  filed as  Exhibit  10.1 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.2 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-A, filed as Exhibit 10.3 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.4 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.5    Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership  II-A filed as Exhibit 10.5 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.6    Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-A dated October 27,
         2005.



                                     -105-
<PAGE>




 10.7    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.8    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.6 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.9    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-B, filed as Exhibit 10.7 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.10   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.8 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.11   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-B filed as Exhibit 10.10 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.12   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-B dated October 27,
         2005.

 10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-C, filed as Exhibit 10.11 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.



                                     -106-
<PAGE>



 10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.17   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-C filed as Exhibit 10.15 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.18   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-C dated October 27,
         2005.

 10.19   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.20   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.21   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-D, filed as Exhibit 10.15 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.22   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.23   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-D filed as Exhibit 10.20 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.24   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-D dated October 27,
         2005.

10.25    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report on Form
         10-K405 for period ended December 31,



                                     -107-
<PAGE>



         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

 10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-E, filed as Exhibit 10.19 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.29   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-E filed as Exhibit 10.25 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.30   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-E dated October 27,
         2005.

 10.31   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.32   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.33   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-F, filed as Exhibit 10.23 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.34   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.24 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.



                                     -108-
<PAGE>




 10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-F filed as Exhibit 10.30 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.36   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-F dated October 27,
         2005.

 10.37   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.38   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.39   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.40   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.41   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-G filed as Exhibit 10.35 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.42   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-G dated October 14,
         2005.

 10.43   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

10.44    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to
         Annual Report on Form 10-K405 for period



                                     -109-
<PAGE>



         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 10.45   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-H, filed as Exhibit 10.31 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.46   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.47   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-H filed as Exhibit 10.40 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.48   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-H dated October 27,
         2005.

*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.

*31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.



                                     -110-
<PAGE>



*31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.

*31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.11   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.

*31.12   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.

*31.13   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.

*31.14   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.



                                     -111-
<PAGE>



*31.15   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*31.16   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-A.

*32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-B.

*32.3    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-C.

*32.4    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-D.

*32.5    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-E.

*32.6    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-F.

*32.7    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-G.

*32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-H.


         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.





                                     -112-
<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

                                       March 29, 2006


                                 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            March 29, 2006
      --------------------       Director (Principal
         Dennis R. Neill         Executive Officer)


      //s//Craig D. Loseke       Chief Accounting         March 29, 2006
      --------------------       Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

      //s//Judy K. Fox
      --------------------       Secretary                March 29, 2006
         Judy K. Fox


                                     -113-
<PAGE>


ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
March 29, 2006



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $2,121,512      $1,557,473
   Accounts receivable:
      Oil and gas sales                          1,539,562       1,004,704
                                                 ---------       ---------
      Total current assets                      $3,661,074      $2,562,177

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,469,366       2,226,122

DEFERRED CHARGE                                    601,624         625,308
                                                 ---------       ---------
                                                $6,732,064      $5,413,607
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  347,424      $  273,971
   Accrued liability - other (Note 1)                 -             26,672
   Gas imbalance payable                            96,957         108,636
   Asset retirement obligation -
      current (Note 1)                              41,485          34,994
                                                 ---------       ---------
      Total current liabilities                 $  485,866      $  444,273

LONG-TERM LIABILITIES:
   Accrued liability                            $  155,405      $  179,306
   Asset retirement obligation (Note 1)            863,302         358,676
                                                 ---------       ---------
      Total long-term liabilities               $1,018,707      $  537,982

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  132,231)    ($  201,586)
   Limited Partners, issued and
      outstanding, 484,283 Units                 5,359,722       4,632,938
                                                 ---------       ---------
      Total Partners' capital                   $5,227,491      $4,431,352
                                                 ---------       ---------
                                                $6,732,064      $5,413,607
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                      2005          2004          2003
                                   ----------    ----------    ----------
REVENUES:
   Oil and gas sales               $7,734,290    $5,941,698    $5,580,423
   Interest income                     31,829        10,049         7,152
   Gain on sale of oil and
      gas properties                     -           27,282         9,595
   Other income                          -              328          -
                                    ---------     ---------     ---------
                                   $7,766,119    $5,979,357    $5,597,170

COSTS AND EXPENSES:
   Lease operating                 $1,277,746    $1,213,209    $1,091,063
   Production tax                     428,041       326,791       316,696
   Depreciation, depletion,
      and amortization of oil
      and gas properties              401,555       216,390       211,157
   General and administrative         561,287       556,269       561,271
                                    ---------     ---------     ---------
                                   $2,668,629    $2,312,659    $2,180,187
                                    ---------     ---------     ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $5,097,490    $3,666,698    $3,416,983

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)               -             -            5,849
                                    ---------     ---------     ---------
NET INCOME                         $5,097,490    $3,666,698    $3,422,832
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  542,706    $  382,655    $  360,046
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $4,554,784    $3,284,043    $3,062,786
                                    =========     =========     =========

NET INCOME per Unit                $     9.41    $     6.78    $     6.32
                                    =========     =========     =========

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, 2005, 2004, and 2003

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

Balance, Dec. 31, 2002        $3,811,109       ($241,784)      $3,569,325
   Net income                  3,062,786         360,046        3,422,832
   Cash distributions        ( 2,437,000)      ( 350,333)     ( 2,787,333)
                               ---------         -------        ---------

Balance, Dec. 31, 2003        $4,436,895       ($232,071)      $4,204,824
   Net income                  3,284,043         382,655        3,666,698
   Cash distributions        ( 3,088,000)      ( 352,170)     ( 3,440,170)
                               ---------         -------        ---------

Balance, Dec. 31, 2004        $4,632,938       ($201,586)      $4,431,352
   Net income                  4,554,784         542,706        5,097,490
   Cash distributions        ( 3,828,000)      ( 473,351)     ( 4,301,351)
                               ---------         -------        ---------

Balance, Dec. 31, 2005        $5,359,722       ($132,231)      $5,227,491
                               =========         =======        =========





















                     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, 2005, 2004, and 2003

                                         2005           2004            2003
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $5,097,490     $3,666,698      $3,422,832
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -              -        (     5,849)
      Depreciation, depletion,
         and amortization of oil
         and gas properties              401,555        216,390         211,157
      Gain on sale of oil and
         gas properties                     -       (    27,282)    (     9,595)
      Settlement of asset
         retirement obligation       (       188)   (        14)           -
      Increase in accounts
         receivable - oil and
         gas sales                   (   534,858)   (   243,088)    (   103,117)
      Decrease in deferred
         charge                           23,684         24,792           6,189
      Increase in accounts
         payable                          48,524         24,563           7,993
      Decrease in accrued
         liability - other           (    26,672)          -               -
      Increase (decrease) in
         gas imbalance payable       (    11,679)        17,173     (     3,805)
      Decrease in accrued
         liability                   (    23,901)   (    28,289)    (     9,727)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $4,973,955     $3,650,943      $3,516,078
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($  135,847)   ($   81,909)    ($  102,903)
   Proceeds from sale of
      oil and gas properties              27,282           -              8,732
                                       ---------      ---------       ---------
   Net cash used by
      investing activities           ($  108,565)   ($   81,909)    ($   94,171)
                                       ---------      ---------       ---------



                                      F-5
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($4,301,351)   ($3,440,170)    ($2,787,333)
                                       ---------      ---------       ---------
   Net cash used by financing
      activities                     ($4,301,351)   ($3,440,170)    ($2,787,333)
                                       ---------      ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $  564,039     $  128,864      $  634,574

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              1,557,473      1,428,609         794,035
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $2,121,512     $1,557,473      $1,428,609
                                       =========      =========       =========

































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



                                      F-6
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006


                                      F-7
<PAGE>

                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,604,547      $1,079,057
   Accounts receivable:
      Oil and gas sales                          1,127,488         750,466
                                                 ---------       ---------
      Total current assets                      $2,732,035      $1,829,523

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,544,218       1,590,243

DEFERRED CHARGE                                    271,456         252,768
                                                 ---------       ---------
                                                $4,547,709      $3,672,534
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  229,602      $  202,172
   Gas imbalance payable                            35,564          39,527
   Asset retirement obligation -
      current (Note 1)                              11,476          17,122
                                                 ---------       ---------
      Total current liabilities                 $  276,642      $  258,821

LONG-TERM LIABILITIES:
   Accrued liability                            $   72,442      $   42,599
   Asset retirement obligation (Note 1)            372,410         193,076
                                                 ---------       ---------
      Total long-term liabilities               $  444,852      $  235,675

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  178,888)    ($  232,828)
   Limited Partners, issued and
      outstanding, 361,719 Units                 4,005,103       3,410,866
                                                 ---------       ---------
      Total Partners' capital                   $3,826,215      $3,178,038
                                                 ---------       ---------
                                                $4,547,709      $3,672,534
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                      2005           2004          2003
                                   ----------     ----------    ----------
REVENUES:
   Oil and gas sales               $5,726,829    $4,385,735     $3,857,240
   Interest income                     21,723         6,980          4,467
   Gain on sale of oil
      and gas properties                 -           32,405          2,469
   Other income                          -            1,353           -
                                    ---------     ---------      ---------
                                   $5,748,552    $4,426,473     $3,864,176

COSTS AND EXPENSES:
   Lease operating                 $  959,524    $  886,104     $  760,713
   Production tax                     331,903       254,136        237,599
   Depreciation, depletion,
      and amortization of oil
      and gas properties              316,205       154,459        154,363
   General and administrative         427,005       421,360        424,644
                                    ---------     ---------      ---------
                                   $2,034,637    $1,716,059     $1,577,319
                                    ---------     ---------      ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $3,713,915    $2,710,414     $2,286,857

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)               -             -             4,347
                                    ---------     ---------      ---------

NET INCOME                         $3,713,915    $2,710,414     $2,291,204
                                    =========     =========      =========
GENERAL PARTNER -
   NET INCOME                      $  397,678    $  281,206     $  242,175
                                    =========     =========      =========
LIMITED PARTNERS -
   NET INCOME                      $3,316,237    $2,429,208     $2,049,029
                                    =========     =========      =========
NET INCOME per Unit                $     9.17    $     6.72     $     5.66
                                    =========     =========      =========
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, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002          $2,826,629      ($264,786)     $2,561,843
   Net income                    2,049,029        242,175       2,291,204
   Cash distributions          ( 1,672,000)     ( 232,196)    ( 1,904,196)
                                 ---------        -------       ---------

Balance, Dec. 31, 2003          $3,203,658      ($254,807)     $2,948,851
   Net income                    2,429,208        281,206       2,710,414
   Cash distributions          ( 2,222,000)     ( 259,227)    ( 2,481,227)
                                 ---------        -------       ---------

Balance, Dec. 31, 2004          $3,410,866      ($232,828)     $3,178,038
   Net income                    3,316,237        397,678       3,713,915
   Cash distributions          ( 2,722,000)     ( 343,738)    ( 3,065,738)
                                 ---------        -------       ---------

Balance, Dec. 31, 2005          $4,005,103      ($178,888)     $3,826,215
                                 =========        =======       =========























                   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, 2005, 2004, and 2003

                                        2005            2004            2003
                                    ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $3,713,915      $2,710,414      $2,291,204
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Cumulative effect of
         change in accounting
         for asset retirement
         obligations (Note 1)                              -        (     4,347)
      Depreciation, depletion,
         and amortization of oil
         and gas properties             316,205         154,459         154,363
      Gain on sale of
         oil and gas properties            -        (    32,405)    (     2,469)
      Settlement of asset
         retirement obligation      (        58)    (         3)           -
      Increase in accounts
         receivable                 (   377,022)    (   203,829)    (    65,635)
      (Increase) decrease in
         deferred charge            (    18,688)    (    14,633)          7,376
      Increase in accounts
         payable                          2,816          68,305           6,715
      Decrease in gas
         imbalance payable          (     3,963)    (     7,749)    (       376)
      Increase (decrease) in
         accrued liability               29,843     (     6,174)    (     3,909)
                                      ---------       ---------       ---------
   Net cash provided by
      operating activities           $3,663,048      $2,668,385      $2,382,922
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  104,225)    ($   41,891)    ($   24,971)
   Proceeds from sale of
      oil and gas properties             32,405            -              1,968
                                      ---------       ---------       ---------
   Net cash used by
      investing activities          ($   71,820)    ($   41,891)    ($   23,003)
                                      ---------       ---------       ---------



                                      F-11
<PAGE>





CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($3,065,738)    ($2,481,227)    ($1,904,196)
                                      ---------       ---------       ---------

   Net cash used by financing
      activities                    ($3,065,738)    ($2,481,227)    ($1,904,196)
                                      ---------       ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $  525,490      $  145,267      $  455,723

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,079,057         933,790         478,067
                                      ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,604,547      $1,079,057      $  933,790
                                      =========       =========       =========































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



                                      F-12
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-13
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  812,768      $  506,061
   Accounts receivable:
      Oil and gas sales                            643,141         365,499
                                                 ---------       ---------
      Total current assets                      $1,455,909      $  871,560

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                          728,242         729,670

DEFERRED CHARGE                                    155,926         121,531
                                                 ---------       ---------
                                                $2,340,077      $1,722,761
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  127,265      $   77,395
   Gas imbalance payable                            13,454          22,040
   Asset retirement obligation -
      current (Note 1)                               9,569          10,892
                                                 ---------       ---------
      Total current liabilities                 $  150,288      $  110,327

LONG-TERM LIABILITIES:
   Accrued liability                            $   44,603      $   34,323
   Asset retirement obligation (Note 1)            131,222          62,682
                                                 ---------       ---------
      Total long-term liabilities               $  175,825      $   97,005

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   57,416)    ($   96,672)
   Limited Partners, issued and
      outstanding, 154,621 Units                 2,071,380       1,612,101
                                                 ---------       ---------
      Total Partners' capital                   $2,013,964      $1,515,429
                                                 ---------       ---------
                                                $2,340,077      $1,722,761
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                       2005            2004             2003
                                    ----------      ----------       ----------
REVENUES:
   Oil and gas sales                $3,030,291      $2,119,207       $1,898,285
   Interest income                      10,553           3,246            2,153
   Gain on sale of oil
      and gas properties                  -             13,888              768
   Other income                           -                201             -
                                     ---------       ---------        ---------
                                    $3,040,844      $2,136,542       $1,901,206

COSTS AND EXPENSES:
   Lease operating                  $  406,720      $  386,170       $  356,027
   Production tax                      202,774         137,840          128,606
   Depreciation, depletion,
      and amortization of oil
      and gas properties               123,106          70,771           83,672
   General and administrative          200,129         193,431          193,823
                                     ---------       ---------        ---------
                                    $  932,729      $  788,212       $  762,128
                                     ---------       ---------        ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $2,108,115      $1,348,330       $1,139,078

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                            -               -                  74
                                     ---------       ---------        ---------

NET INCOME                          $2,108,115      $1,348,330       $1,139,152
                                     =========       =========        =========

GENERAL PARTNER -
   NET INCOME                       $  220,836      $  139,610       $  121,224
                                     =========       =========        =========

LIMITED PARTNERS -
   NET INCOME                       $1,887,279      $1,208,720       $1,017,928
                                     =========       =========        =========

NET INCOME per Unit                 $    12.21      $     7.82       $     6.58
                                     =========       =========        =========

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, 2005, 2004, and 2003

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

Balance, Dec. 31, 2002           $1,370,453     ($ 98,831)      $1,271,622
   Net income                     1,017,928       121,224        1,139,152
   Cash distributions           (   839,000)    ( 128,811)     (   967,811)
                                  ---------       -------        ---------

Balance, Dec. 31, 2003           $1,549,381     ($106,418)      $1,442,963
   Net income                     1,208,720       139,610        1,348,330
   Cash distributions           ( 1,146,000)    ( 129,864)     ( 1,275,864)
                                  ---------       -------        ---------

Balance, Dec. 31, 2004           $1,612,101     ($ 96,672)      $1,515,429
   Net income                     1,887,279       220,836        2,108,115
   Cash distributions           ( 1,428,000)    ( 181,580)     ( 1,609,580)
                                  ---------       -------        ---------

Balance, Dec. 31, 2005           $2,071,380     ($ 57,416)      $2,013,964
                                  =========       =======        =========

























                     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, 2005, 2004, and 2003

                                       2005             2004            2003
                                   ------------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $2,108,115       $1,348,330      $1,139,152
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                         -                -        (        74)
      Depreciation, depletion,
         and amortization of oil
         and gas properties            123,106           70,771          83,672
      Gain on sale of oil
         and gas properties               -         (    13,888)    (       768)
      Settlement of asset
         retirement obligation     (        40)     (       145)    (        91)
      Increase in accounts
         receivable - oil
         and gas sales             (   277,642)     (    97,713)    (    31,445)
      (Increase) decrease in
         deferred charge           (    34,395)           1,713           6,833
      Increase in
         accounts payable               38,365           17,570           6,177
      Decrease in gas
         imbalance payable         (     8,586)     (     3,912)    (       732)
      Increase (decrease) in
         accrued liability              10,280      (     1,111)          5,619
                                     ---------        ---------       ---------
   Net cash provided by
      operating activities          $1,959,203       $1,321,615      $1,208,343
                                     ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   56,804)     ($    7,250)    ($   24,478)
   Proceeds from sale of
      oil and gas properties            13,888             -                739
                                     ---------        ---------       ---------
   Net cash used by
      investing activities         ($   42,916)     ($    7,250)    ($   23,739)
                                     ---------        ---------       ---------



                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,609,580)     ($1,275,864)    ($  967,811)
                                     ---------        ---------       ---------
   Net cash used by financing
      activities                   ($1,609,580)     ($1,275,864)    ($  967,811)
                                     ---------        ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS             $  306,707       $   38,501      $  216,793

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              506,061          467,560         250,767
                                     ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  812,768       $  506,061      $  467,560
                                     =========        =========       =========


































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



                                      F-18
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-19
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,661,561      $  967,251
   Accounts receivable:
      Oil and gas sales                          1,544,131         754,092
                                                 ---------       ---------
      Total current assets                      $3,205,692      $1,721,343

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,559,585       1,385,376

DEFERRED CHARGE                                    371,875         345,329
                                                 ---------       ---------
                                                $5,137,152      $3,452,048
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  181,287      $  157,313
   Gas imbalance payable                            17,598          22,596
   Asset retirement obligation -
      current (Note 1)                              45,216          25,732
                                                 ---------       ---------
      Total current liabilities                 $  244,101      $  205,641

LONG-TERM LIABILITIES:
   Accrued liability                            $  102,928      $  109,349
   Asset retirement obligation (Note 1)            403,397         161,328
                                                 ---------       ---------
      Total long-term liabilities               $  506,325      $  270,677

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   65,352)    ($  174,338)
   Limited Partners, issued and
      outstanding, 314,878 Units                 4,452,078       3,150,068
                                                 ---------       ---------
      Total Partners' capital                   $4,386,726      $2,975,730
                                                 ---------       ---------
                                                $5,137,152      $3,452,048
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                          2005          2004            2003
                                       ----------    ----------     ------------
REVENUES:
   Oil and gas sales                   $6,460,428    $4,396,651      $3,898,950
   Interest income                         20,757         6,614           4,000
   Gain on sale of oil
      and gas properties                     -             -              8,060
   Other income                             8,411          -               -
                                        ---------     ---------       ---------
                                       $6,489,596    $4,403,265      $3,911,010

COSTS AND EXPENSES:
   Lease operating                     $  812,104    $  883,402      $  822,321
   Production tax                         458,087       283,524         253,430
   Depreciation, depletion,
      and amortization of oil
      and gas properties                  238,808       173,296         281,034
   General and administrative             375,678       369,797         372,496
                                        ---------     ---------       ---------
                                       $1,884,677    $1,710,019      $1,729,281
                                        ---------     ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                $4,604,919    $2,693,246      $2,181,729

   Cumulative effect of change in
      accounting for asset
      retirement obligations
      (Note 1)                               -             -        (     2,344)
                                        ---------     ---------       ---------

NET INCOME                             $4,604,919    $2,693,246      $2,179,385
                                        =========     =========       =========

GENERAL PARTNER -
   NET INCOME                          $  479,909    $  284,260      $  243,043
                                        =========     =========       =========

LIMITED PARTNERS -
   NET INCOME                          $4,125,010    $2,408,986      $1,936,342
                                        =========     =========       =========

NET INCOME per Unit                    $    13.10    $     7.65      $     6.15
                                        =========     =========       =========

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, 2005, 2004, and 2003

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

Balance, Dec. 31, 2002         $2,695,740       ($ 76,044)      $2,619,696
   Net income                   1,936,342         243,043        2,179,385
   Cash distributions         ( 1,577,000)      ( 357,286)     ( 1,934,286)
                                ---------         -------        ---------

Balance, Dec. 31, 2003         $3,055,082       ($190,287)      $2,864,795
   Net income                   2,408,986         284,260        2,693,246
   Cash distributions          (2,314,000)      ( 268,311)     ( 2,582,311)
                                ---------         -------        ---------

Balance, Dec. 31, 2004         $3,150,068       ($174,338)      $2,975,730
   Net income                   4,125,010         479,909        4,604,919
   Cash distributions         ( 2,823,000)      ( 370,923)     ( 3,193,923)
                                ---------         -------        ---------

Balance, Dec. 31, 2005         $4,452,078       ($ 65,352)      $4,386,726
                                =========         =======        =========
























                     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, 2005, 2004, and 2003

                                        2005            2004            2003
                                    ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $4,604,919      $2,693,246      $2,179,385
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -               -              2,344
      Depreciation, depletion,
         and amortization of oil
         and gas properties             238,808         173,296         281,034
      Gain on sale of oil
         and gas properties                -               -        (     8,060)
      Settlement of asset
         retirement obligation             -        (     1,448)    (     1,044)
      Increase in accounts
         receivable - oil
         and gas sales              (   790,039)    (   194,913)    (    46,600)
      (Increase) decrease in
         deferred charge            (    26,546)          7,063           6,307
      Increase (decrease) in
         accounts payable                25,071     (    10,632)         10,303
      Increase (decrease) in
         gas imbalance payable      (     4,998)    (    21,102)          1,330
      Increase (decrease) in
         accrued liability          (     6,421)         10,719           2,136
                                      ---------       ---------       ---------
   Net cash provided by
     operating activities            $4,040,794      $2,656,229      $2,427,135
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  180,012)    ($   15,322)    ($  153,431)
   Proceeds from sale of
      oil and gas properties             27,451            -              8,060
                                      ---------       ---------       ---------
   Net cash used by
      investing activities          ($  152,561)    ($   15,322)    ($  145,371)
                                      ---------       ---------       ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($3,193,923)    ($2,582,311)    ($1,934,286)
                                      ---------       ---------       ---------
   Net cash used by financing
      activities                    ($3,193,923)    ($2,582,311)    ($1,934,286)
                                      ---------       ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $  694,310      $   58,596      $  347,478

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               967,251         908,655         561,177
                                      ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,661,561      $  967,251      $  908,655
                                      =========       =========       =========

































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



                                      F-24
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-25
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------
                                                   2005            2004
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,290,961      $  680,844
   Accounts receivable:
      Oil and gas sales                            822,197         453,868
                                                 ---------       ---------
      Total current assets                      $2,113,158      $1,134,712

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,209,059       1,246,328

DEFERRED CHARGE                                    209,941         208,295
                                                 ---------       ---------
                                                $3,532,158      $2,589,335
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  128,602      $  180,564
   Gas imbalance payable                            43,424          43,424
   Asset retirement obligation -
      current (Note 1)                               6,501          24,458
                                                 ---------       ---------
      Total current liabilities                 $  178,527      $  248,446

LONG-TERM LIABILITIES:
   Accrued liability                            $   25,448      $   10,668
   Asset retirement obligation(Note 1)             230,556          77,986
                                                 ---------       ---------
      Total long-term liabilities               $  256,004      $   88,654

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   67,016)    ($  132,096)
   Limited Partners, issued and
      outstanding, 228,821 Units                 3,164,643       2,384,331
                                                 ---------       ---------
      Total Partners' capital                   $3,097,627      $2,252,235
                                                 ---------       ---------
                                                $3,532,158      $2,589,335
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                       2005             2004            2003
                                    ----------       ----------      ----------

REVENUES:
   Oil and gas sales                $3,949,949       $2,788,915      $2,747,176
   Interest income                      13,967            4,783           3,318
   Gain on sale of oil
      and gas properties                   193            9,419          21,407
   Other income                          5,177            1,920            -
                                     ---------        ---------       ---------
                                    $3,969,286       $2,805,037      $2,771,901

COSTS AND EXPENSES:
   Lease operating                  $  503,196       $  494,357      $  470,669
   Production tax                      281,131          189,382         194,259
   Depreciation, depletion,
      and amortization of oil
      and gas properties               204,315          201,433         137,213
   General and administrative          281,418          276,031         278,935
                                     ---------        ---------       ---------
                                    $1,270,060       $1,161,203      $1,081,076
                                     ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $2,699,226       $1,643,834      $1,690,825

   Cumulative effect of change in
      accounting for asset
      retirement obligations
      (Note 1)                            -                -              3,090
                                     ---------        ---------       ---------

NET INCOME                          $2,699,226       $1,643,834      $1,693,915
                                     =========        =========       =========

GENERAL PARTNER -
   NET INCOME                       $  286,914       $  181,054      $  181,131
                                     =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                       $2,412,312       $1,462,780      $1,512,784
                                     =========        =========       =========

NET INCOME per Unit                 $    10.54       $     6.39      $     6.61
                                     =========        =========       =========

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, 2005, 2004, and 2003

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

Balance, Dec. 31, 2002         $2,380,767       ($131,864)     $2,248,903
   Net income                   1,512,784         181,131       1,693,915
   Cash distributions         ( 1,374,000)      ( 178,440)    ( 1,552,440)
                                ---------         -------       ---------

Balance, Dec. 31, 2003         $2,519,551       ($129,173)     $2,390,378
   Net income                   1,462,780         181,054       1,643,834
   Cash distributions         ( 1,598,000)      ( 183,977)    ( 1,781,977)
                                ---------         -------       ---------

Balance, Dec. 31, 2004         $2,384,331       ($132,096)     $2,252,235
   Net income                   2,412,312         286,914       2,699,226
   Cash distributions         ( 1,632,000)      ( 221,834)    ( 1,853,834)
                                ---------         -------       ---------

Balance, Dec. 31, 2005         $3,164,643       ($ 67,016)     $3,097,627
                                =========         =======       =========
























                     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, 2005, 2004, and 2003

                                        2005            2004            2003
                                    ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,699,226      $1,643,834      $1,693,915
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -               -        (     3,090)
      Depreciation, depletion,
         and amortization of oil
         and gas properties             204,315         201,433         137,213
      Gain on sale of oil
         and gas properties         (       193)    (     9,419)    (    21,407)
      Settlement of asset
         retirement obligation      (       275)           -               -
      Increase in accounts
         receivable - oil
         and gas sales              (   368,329)    (    90,442)    (       439)
      (Increase) decrease in
         deferred charge            (     1,646)    (       405)          1,407
      Increase (decrease) in
         accounts payable           (    48,829)         93,274     (     3,590)
      Decrease in gas imbalance
         payable                           -               -        (        19)
      Increase in accrued
         liability                       14,780           2,515             889
                                      ---------       ---------       ---------
   Net cash provided by
      operating activities           $2,499,049      $1,840,790      $1,804,879
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   35,098)    ($   25,206)    ($   24,348)
   Proceeds from sale of
      oil and gas properties               -              8,569          22,535
                                      ---------       ---------       ---------
  Net cash used by
     investing activities           ($   35,098)    ($   16,637)    ($    1,813)
                                      ---------       ---------       ---------



                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,853,834)    ($1,781,977)    ($1,552,440)
                                      ---------       ---------       ---------
   Net cash used by financing
      activities                    ($1,853,834)    ($1,781,977)    ($1,552,440)
                                      ---------       ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $  610,117      $   42,176      $  250,626

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               680,844         638,668         388,042
                                      ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,290,961      $  680,844      $  638,668
                                      =========       =========       =========


































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



                                      F-30
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-31
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  921,812      $  657,406
   Accounts receivable:
      Oil and gas sales                            819,472         457,333
                                                 ---------       ---------
      Total current assets                      $1,741,284      $1,114,739

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,169,138       1,187,019

DEFERRED CHARGE                                     30,727          35,102
                                                 ---------       ---------
                                                $2,941,149      $2,336,860
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  148,786      $  235,395
   Gas imbalance payable                             2,312           3,392
   Asset retirement obligation -
      current (Note 1)                               1,909           6,987
                                                 ---------       ---------
      Total current liabilities                 $  153,007      $  245,774

LONG-TERM LIABILITIES:
   Accrued liability                            $   26,676      $   20,227
   Asset retirement obligation (Note 1)            195,940          95,331
                                                 ---------       ---------
      Total long-term liabilities               $  222,616      $  115,558

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   46,261)    ($   98,202)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,611,787       2,073,730
                                                 ---------       ---------
      Total Partners' capital                   $2,565,526      $1,975,528
                                                 ---------       ---------
                                                $2,941,149      $2,336,860
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                        2005             2004            2003
                                     ----------       ----------      ----------
REVENUES:
   Oil and gas sales                 $3,860,385       $2,876,134      $2,639,281
   Interest income                       14,042            4,458           3,228
   Gain on sale of oil
      and gas properties                    471           24,162          58,644
   Other income                            -               4,694            -
                                      ---------        ---------       ---------
                                     $3,874,898       $2,909,448      $2,701,153

COSTS AND EXPENSES:
   Lease operating                   $  420,455       $  425,498      $  407,571
   Production tax                       239,774          183,457         165,636
   Depreciation, depletion,
      and amortization of oil
      and gas properties                135,289          216,694         135,340
   General and administrative           217,348          211,681         213,797
                                      ---------        ---------       ---------
                                     $1,012,866       $1,037,330      $  922,344
                                      ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE              $2,862,032       $1,872,118      $1,778,809

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                             -                -              4,938
                                      ---------        ---------       ---------

NET INCOME                           $2,862,032       $1,872,118      $1,783,747
                                      =========        =========       =========

GENERAL PARTNER -
   NET INCOME                        $  296,975       $  203,874      $  189,788
                                      =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                        $2,565,057       $1,668,244      $1,593,959
                                      =========        =========       =========

NET INCOME per Unit                  $    14.97       $     9.73      $     9.30
                                      =========        =========       =========

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, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002            $2,155,527      ($ 95,526)    $2,060,001
   Net income                      1,593,959        189,788      1,783,747
   Cash distributions            ( 1,532,000)     ( 185,679)   ( 1,717,679)
                                   ---------        -------      ---------

Balance, Dec. 31, 2003            $2,217,486      ($ 91,417)    $2,126,069
   Net income                      1,668,244        203,874      1,872,118
   Cash distributions            ( 1,812,000)     ( 210,659)   ( 2,022,659)
                                   ---------        -------      ---------

Balance, Dec. 31, 2004            $2,073,730      ($ 98,202)    $1,975,528
   Net income                      2,565,057        296,975      2,862,032
   Cash distributions            ( 2,027,000)     ( 245,034)   ( 2,272,034)
                                   ---------        -------      ---------

Balance, Dec. 31, 2005            $2,611,787      ($ 46,261)    $2,565,526
                                   =========        =======      =========

















                     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, 2005, 2004, and 2003

                                         2005           2004            2003
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,862,032     $1,872,118      $1,783,747
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                           -              -        (     4,938)
      Depreciation, depletion,
         and amortization of oil
         and gas properties              135,289        216,694         135,340
      Gain on sale of oil
         and gas properties          (       471)   (    24,162)    (    58,644)
      Settlement of asset
         retirement obligation       (       670)          -               -
      Increase in accounts
         receivable - oil
         and gas sales               (   362,139)   (   102,614)    (     2,378)
      (Increase) decrease in
         deferred charge                   4,375    (     2,203)          3,875
      Increase (decrease) in
         accounts payable            (    78,813)       157,363     (     5,607)
      Decrease in gas
         imbalance payable           (     1,080)   (       163)    (     3,146)
      Increase in accrued
         liability                         6,449          3,282           1,502
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $2,564,972     $2,120,315      $1,849,751
                                       ---------      ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   28,532)   ($   67,560)    ($   41,415)
   Proceeds from sale of
      oil and gas properties                -            22,941          60,479
                                       ---------      ---------       ---------
   Net cash provided (used) by
      investing activities           ($   28,532)   ($   44,619)     $   19,064
                                       ---------      ---------       ---------



                                      F-35
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($2,272,034)   ($2,022,659)    ($1,717,679)
                                       ---------      ---------       ---------
   Net cash used by financing
      activities                     ($2,272,034)   ($2,022,659)    ($1,717,679)
                                       ---------      ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS               $  264,406     $   53,037      $  151,136

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                657,406        604,369         453,233
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  921,812     $  657,406      $  604,369
                                       =========      =========       =========

































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



                                      F-36
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-37
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                 2005             2004
                                             ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,970,349       $1,401,928
   Accounts receivable:
      Oil and gas sales                        1,749,695          972,620
                                               ---------        ---------
      Total current assets                    $3,720,044       $2,374,548

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,514,404        2,554,683

DEFERRED CHARGE                                   65,542           75,307
                                               ---------        ---------
                                              $6,299,990       $5,004,538
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  314,015       $  498,893
   Gas imbalance payable                          15,317           11,846
   Asset retirement obligation -
      current (Note 1)                             3,988           15,421
                                               ---------        ---------
      Total current liabilities               $  333,320       $  526,160

LONG-TERM LIABILITIES:
   Accrued liability                          $   45,118       $   35,560
   Asset retirement obligation
      (Note 1)                                   420,055          203,216
                                               ---------        ---------
      Total long-term liabilities             $  465,173       $  238,776

PARTNERS' CAPITAL (DEFICIT):
   General Partner                            $    9,830      ($  101,669)
   Limited Partners, issued and
      outstanding, 372,189 Units               5,491,667        4,341,271
                                               ---------        ---------
      Total Partners' capital                 $5,501,497       $4,239,602
                                               ---------        ---------
                                              $6,299,990       $5,004,538
                                               =========        =========

                     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, 2005, 2004, and 2003

                                         2005           2004           2003
                                      ----------     ----------     ----------
REVENUES:
   Oil and gas sales                  $8,215,826     $6,116,875     $5,605,691
   Interest income                        30,374          9,689          6,983
   Gain on sale of oil
      and gas properties                     986         50,598        123,707
   Other income                             -             9,816           -
                                       ---------      ---------      ---------
                                      $8,247,186     $6,186,978     $5,736,381

COSTS AND EXPENSES:
   Lease operating                    $  903,789     $  908,097     $  867,617
   Production tax                        511,883        392,707        353,554
   Depreciation, depletion,
      and amortization of oil
      and gas properties                 291,333        472,405        290,209
   General and administrative            437,316        432,673        437,597
                                       ---------      ---------      ---------
                                      $2,144,321     $2,205,882     $1,948,977
                                       ---------      ---------      ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE               $6,102,865     $3,981,096     $3,787,404

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                              -              -            10,247
                                       ---------      ---------      ---------

NET INCOME                            $6,102,865     $3,981,096     $3,797,651
                                       =========      =========      =========

GENERAL PARTNER -
   NET INCOME                         $  633,469     $  434,649     $  404,263
                                       =========      =========      =========

LIMITED PARTNERS -
   NET INCOME                         $5,469,396     $3,546,447     $3,393,388
                                       =========      =========      =========

NET INCOME per Unit                   $    14.70     $     9.53     $     9.12
                                       =========      =========      =========

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, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002          $4,501,436      ($ 97,205)     $4,404,231
   Net income                    3,393,388        404,263       3,797,651
   Cash distributions          ( 3,248,000)     ( 394,567)    ( 3,642,567)
                                 ---------        -------       ---------

Balance, Dec. 31, 2003          $4,646,824      ($ 87,509)     $4,559,315
   Net income                    3,546,447        434,649       3,981,096
   Cash distributions          ( 3,852,000)     ( 448,809)    ( 4,300,809)
                                 ---------        -------       ---------

Balance, Dec. 31, 2004          $4,341,271      ($101,669)     $4,239,602
   Net income                    5,469,396        633,469       6,102,865
   Cash distributions          ( 4,319,000)     ( 521,970)    ( 4,840,970)
                                 ---------        -------       ---------

Balance, Dec. 31, 2005          $5,491,667       $  9,830      $5,501,497
                                 =========        =======       =========






















                     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, 2005, 2004, and 2003

                                        2005           2004             2003
                                    ------------   ------------     ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $6,102,865     $3,981,096       $3,797,651
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                          -              -         (    10,247)
      Depreciation, depletion,
         and amortization of oil
         and gas properties             291,333        472,405          290,209
      Gain on sale of oil
         and gas properties         (       986)   (    50,598)     (   123,707)
      Settlement of asset
         retirement obligation      (     1,398)          -             -
      Increase in accounts
         receivable - oil
         and gas sales              (   777,075)   (   219,641)     (     7,450)
      (Increase) decrease in
         deferred charge                  9,765    (     4,069)           7,898
      Increase (decrease) in
         accounts payable           (   167,501)       333,390      (    14,303)
      Increase (decrease) in gas
         imbalance payable                3,471          1,755      (     6,816)
      Increase in accrued
         liability                        9,558          3,892              593
                                      ---------      ---------        ---------
   Net cash provided by
      operating activities           $5,470,032     $4,518,230       $3,933,828
                                      ---------      ---------        ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   60,641)   ($  148,393)     ($   93,448)
   Proceeds from sale of
      oil and gas properties               -            48,031          127,575
                                      ---------      ---------        ---------
   Net cash provided (used) by
      investing activities          ($   60,641)   ($  100,362)      $   34,127
                                      ---------      ---------        ---------



                                      F-41
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($4,840,970)   ($4,300,809)     ($3,642,567)
                                      ---------      ---------        ---------
   Net cash used by financing
      activities                    ($4,840,970)   ($4,300,809)     ($3,642,567)
                                      ---------      ---------        ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS              $  568,421     $  117,059       $  325,388

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,401,928      1,284,869          959,481
                                      ---------      ---------        ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $1,970,349     $1,401,928       $1,284,869
                                      =========      =========        =========

































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



                                      F-42
<PAGE>



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005 and 2004, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2005, 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 the standards of the
Public Company  Accounting  Oversight  Board (United  States).  Those  standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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.

      As discussed in Note 1 of Notes to the Combined Financial Statements under
the  heading  "Asset  Retirement  Obligation,"  effective  January  1,  2003 the
Partnerships  changed  the manner in which  they  account  for asset  retirement
obligations.




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 29, 2006



                                      F-43
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 2005 and 2004

                                    ASSETS
                                    ------

                                                   2005            2004
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  465,378      $  329,148
   Accounts receivable:
      Oil and gas sales                            409,173         232,187
                                                 ---------       ---------
      Total current assets                      $  874,551      $  561,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   597,072         605,801

DEFERRED CHARGE                                     16,952          19,734
                                                 ---------       ---------
                                                $1,488,575      $1,186,870
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   73,876      $  118,306
   Asset retirement obligation -
      current (Note 1)                                 922           3,884
                                                 ---------       ---------
      Total current liabilities                 $   74,798      $  122,190

LONG-TERM LIABILITIES:
   Accrued liability                            $   15,003      $   11,907
   Asset retirement obligation
      (Note 1)                                     102,427          49,677
                                                 ---------       ---------
      Total long-term liabilities               $  117,430      $   61,584

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   28,897)    ($   54,377)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,325,244       1,057,473
                                                 ---------       ---------
      Total Partners' capital                   $1,296,347      $1,003,096
                                                 ---------       ---------
                                                $1,488,575      $1,186,870
                                                 =========       =========

                     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, 2005, 2004, and 2003

                                       2005              2004           2003
                                    ----------        ----------     ----------
REVENUES:
   Oil and gas sales                $1,948,662        $1,460,050     $1,335,792
   Interest income                       6,886             2,181          1,545
   Gain on sale of
      oil and gas properties               229            11,749         29,085
   Other income                           -                2,270           -
                                     ---------         ---------      ---------
                                    $1,955,777        $1,476,250     $1,366,422

COSTS AND EXPENSES:
   Lease operating                  $  215,752        $  219,811     $  210,552
   Production tax                      122,857            94,648         84,803
   Depreciation, depletion,
      and amortization of oil
      and gas properties                69,028           113,970         68,778
   General and administrative          130,034           123,960        124,953
                                     ---------         ---------      ---------
                                    $  537,671        $  552,389     $  489,086
                                     ---------         ---------      ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $1,418,106        $  923,861     $  877,336

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                             -                -             2,536
                                     ---------         ---------      ---------
NET INCOME                          $1,418,106        $  923,861     $  879,872
                                     =========         =========      =========

GENERAL PARTNER -
   NET INCOME                       $  147,335        $  101,267     $   93,794
                                     =========         =========      =========

LIMITED PARTNERS -
   NET INCOME                       $1,270,771        $  822,594     $  786,078
                                     =========         =========      =========

NET INCOME per Unit                 $    13.86        $     8.97     $     8.57
                                     =========         =========      =========

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, 2005, 2004, and 2003


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

Balance, Dec. 31, 2002            $1,090,801      ($ 53,547)    $1,037,254
   Net income                        786,078         93,794        879,872
   Cash distributions            (   745,000)     (  91,293)   (   836,293)
                                   ---------        -------      ---------

Balance, Dec. 31, 2003            $1,131,879      ($ 51,046)    $1,080,833
   Net income                        822,594        101,267        923,861
   Cash distributions            (   897,000)     ( 104,598)   ( 1,001,598)
                                   ---------        -------      ---------

Balance, Dec. 31, 2004            $1,057,473      ($ 54,377)    $1,003,096
   Net income                      1,270,771        147,335      1,418,106
   Cash distributions            ( 1,003,000)     ( 121,855)   ( 1,124,855)
                                   ---------        -------      ---------

Balance, Dec. 31, 2005            $1,325,244      ($ 28,897)    $1,296,347
                                   =========        =======      =========
























                     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, 2005, 2004, and 2003

                                       2005            2004             2003
                                   ------------    ------------      ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,418,106      $  923,861        $879,872
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Cumulative effect of change
         in accounting for asset
         retirement obligations
         (Note 1)                         -               -          (   2,536)
      Depreciation, depletion,
         and amortization of oil
         and gas properties             69,028         113,970          68,778
      Gain on sale of oil
         and gas properties        (       229)    (    11,749)      (  29,085)
      Settlement of asset
         retirement obligation     (       323)           -               -
      Increase in accounts
         receivable - oil
         and gas sales             (   176,986)    (    52,753)      (   2,895)
      (Increase) decrease in
         deferred charge                 2,782     (     1,154)          2,057
      Increase (decrease) in
         accounts payable          (    39,946)         77,834       (   3,238)
      Decrease in gas
         imbalance payable                -               -          (   3,596)
      Increase in accrued
         liability                       3,096           1,872           1,956
                                     ---------       ---------         -------
  Net cash provided by
      operating activities          $1,275,528      $1,051,881        $911,313
                                     ---------       ---------         -------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   14,443)    ($   37,380)      ($ 24,574)
   Proceeds from sale of
      oil and gas properties              -             11,149          29,981
                                     ---------       ---------         -------
   Net cash provided (used) by
      investing activities         ($   14,443)    ($   26,231)       $  5,407
                                     ---------       ---------         -------



                                      F-47
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,124,855)    ($1,001,598)     ($836,293)
                                     ---------       ---------        -------
   Net cash used by financing
      activities                   ($1,124,855)    ($1,001,598)     ($836,293)
                                     ---------       ---------        -------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS             $  136,230      $   24,052       $ 80,427

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              329,148         305,096        224,669
                                     ---------       ---------        -------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  465,378      $  329,148       $305,096
                                     =========       =========        =======
































                     The 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, 2005, 2004, and 2003

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  third  two-year  extension
thereby extending their termination date to December 31, 2007.

      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, 2005:

                            Number of              Percent of
      Partnership          Units Owned          Outstanding Units
      -----------          -----------          -----------------
         II-A                 153,277                  31.65%
         II-B                 106,568                  29.46%
         II-C                  54,028                  34.94%
         II-D                  97,751                  31.04%
         II-E                  76,371                  33.38%
         II-F                  48,424                  28.25%
         II-G                  82,993                  22.30%
         II-H                  28,721                  31.32%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas production is 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.  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 cash  results of  operations,  including  interest  incurred to
finance the  acquisition,  for the period of time the properties are held by the
General Partner.



                                      F-52
<PAGE>



      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, which include accretion of
the asset retirement  obligation,  per equivalent  barrel of oil produced during
the years ended December 31, 2005, 2004, and 2003, were as follows:

            Partnership         2005        2004        2003
            -----------        -----       -----       -----

               II-A            $2.41       $1.25       $1.09
               II-B             2.51        1.17        1.14
               II-C             1.79        1.08        1.22
               II-D             1.63        1.26        1.95
               II-E             2.31        2.33        1.41
               II-F             1.53        2.32        1.37
               II-G             1.55        2.39        1.39
               II-H             1.54        2.42        1.38

      When complete units of depreciable property are retired or sold, the asset
cost,  related   accumulated   depreciation,   and  remaining  asset  retirement
obligation,  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, 2005.

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


      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  annual
average  production  costs per Mcf.  At December  31, 2005 and 2004,  cumulative
total gas sales volumes for underproduced wells were less than the



                                      F-53
<PAGE>



Partnerships'  pro-rata  share of total gas  production  from these wells by the
following amounts:

                                 2005                       2004
                        ----------------------     ---------------------
      Partnership         Mcf          Amount        Mcf         Amount
      -----------       -------       --------     -------      --------

         II-A           526,539       $601,624     547,267      $625,308
         II-B           230,226        271,456     220,054       252,768
         II-C           195,069        155,926     169,216       121,531
         II-D           470,689        371,875     447,143       345,329
         II-E           326,359        209,941     324,938       208,295
         II-F            54,651         30,727      62,433        35,102
         II-G           117,353         65,542     134,837        75,307
         II-H            28,476         16,952      33,149        19,734


      Accrued Liability - Other

      The  Accrued  Liability  -  Other  at  December  31,  2004  for  the  II-A
Partnership represents a charge accrued for the payment of a judgment related to
plugging  liabilities.  The decrease in Accrued  Liability - Other from December
31,  2004 to December  31,  2005 was due to a ruling  made by the Texas  Supreme
Court on April 8, 2005 that the Partnership did not owe this liability.


      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
annual  average  production  costs  per Mcf.  At  December  31,  2005 and  2004,
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:


                                2005                     2004
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           136,010     $155,405      156,928    $179,306
         II-B            56,172       72,442       39,928      42,599
         II-C            55,517       44,603       47,790      34,323
         II-D           133,275      102,928      141,589     109,349
         II-E            29,560       25,448       16,801      10,668
         II-F            35,503       26,676       29,564      20,227
         II-G            68,713       45,118       60,048      35,560
         II-H            18,994       15,003       16,145      11,907



                                      F-54
<PAGE>





      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 for which the  Partnerships  are
currently  settling  this  liability.  At December 31, 2005 and 2004 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:

                                2005                  2004
                        -------------------     -----------------
      Partnership         Mcf        Amount       Mcf      Amount
      -----------       ------     --------     ------   --------

         II-A           64,638      $96,957     72,424   $108,636
         II-B           23,709       35,564     26,351     39,527
         II-C            8,969       13,454     14,693     22,040
         II-D           11,732       17,598     15,064     22,596
         II-E           28,949       43,424     28,949     43,424
         II-F            1,541        2,312      2,261      3,392
         II-G           10,211       15,317      7,897     11,846
         II-H             -            -          -          -

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.



                                      F-55
<PAGE>




      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,  asset retirement  obligations,  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.


      Asset Retirement Obligation

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging
and  abandonment  obligations  to be  recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized  as part of the carrying  amount of
the well.  Estimated  abandonment  dates will be revised in the future  based on
changes to related economic lives, which vary with product prices and production
costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  industry
experience. On January 1, 2003, the Partnerships adopted FAS No.143, "Accounting
for Asset  Retirement  Obligations" and recorded an increase in capitalized cost
of oil  and  gas  properties,  an  increase  (decrease)  in net  income  for the
cumulative effect of the change in accounting principle, and an asset retirement
obligation.  During the year ended  December 31, 2005, the  Partnerships'  asset
retirement  obligations were revised upward due to an increase in both the labor
and rig costs  associated with plugging wells.  Cash flows would not be affected
until wells are actually plugged and abandoned.

      The asset retirement  obligation is adjusted upwards each quarter in order
to recognize  accretion of the time-related  discount factor. For the year ended
December 31, 2005,  the II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H
Partnerships



                                      F-56
<PAGE>



recognized approximately $167,000,  $71,000, $25,000, $89,000, $49,000, $27,000,
$58,000, and $14,000,  respectively, of an increase in depreciation,  depletion,
and  amortization  expense,  which  was  comprised  of  accretion  of the  asset
retirement  obligation and depletion of the increase in capitalized  cost of oil
and gas properties.

      The components of the change in asset retirement  obligations for the year
ended December 31, 2005 and 2004 are as shown below.


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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $393,670          $277,914
Additions                                     6,908                78
Revisions                                   466,239           105,047
Settlement and disposals                  (   1,820)        (     418)
Accretion expense                            39,790            11,049
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $904,787          $393,670
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 41,485          $ 34,994
Asset Retirement Obligation -
   Long-Term                                863,302           358,676



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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $210,198          $202,141
Additions                                     2,149              -
Revisions                                   155,638              -
Settlement and disposals                  (     987)        (      51)
Accretion expense                            16,888             8,108
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $383,886          $210,198
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 11,476          $ 17,122
Asset Retirement Obligation -
   Long-Term                                372,410           193,076



                                      F-57
<PAGE>







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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $ 73,574          $ 71,173
Additions                                       212              -
Revisions                                    61,173              -
Settlement and disposals                  (     673)        (     691)
Accretion expense                             6,505             3,092
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $140,791          $ 73,574
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $  9,569          $ 10,892
Asset Retirement Obligation -
   Long-Term                                131,222            62,682




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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $187,060          $185,990
Additions                                     2,210              -
Revisions                                   238,232              -
Settlement and disposals                       -            (   6,957)
Accretion expense                            21,111             8,027
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $448,613          $187,060
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $ 45,216          $ 25,732
Asset Retirement Obligation -
   Long-Term                                403,397           161,328



                                      F-58
<PAGE>







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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $102,444          $ 98,320
Additions                                       441                14
Revisions                                   123,724              -
Settlement and disposals                  (     692)        (     132)
Accretion expense                            11,140             4,242
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $237,057          $102,444
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $  6,501          $ 24,458
Asset Retirement Obligation -
   Long-Term                                230,556            77,986






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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $102,318          $ 98,166
Additions                                     1,073                36
Revisions                                    86,747              -
Settlement and disposals                  (   1,690)        (     322)
Accretion expense                             9,401             4,438
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $197,849          $102,318
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $  1,909          $  6,987
Asset Retirement Obligation -
   Long-Term                                195,940            95,331



                                      F-59
<PAGE>





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

                                             2005              2004
                                          ----------        ----------

Total Asset Retirement
   Obligation, January 1                   $218,637          $209,768
Additions                                     2,245                76
Revisions                                   186,533              -
Settlement and disposals                  (   3,531)        (     673)
Accretion expense                            20,159             9,466
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $424,043          $218,637
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $  3,988          $ 15,421
Asset Retirement Obligation -
   Long-Term                                420,055           203,216





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

                                             2005              2004
                                          ----------         ----------

Total Asset Retirement
   Obligation, January 1                   $ 53,561          $ 51,379
Additions                                       520                17
Revisions                                    45,175              -
Settlement and disposals                  (     817)        (     156)
Accretion expense                             4,910             2,321
                                            -------           -------
Total Asset Retirement
   Obligation, December 31                 $103,349          $ 53,561
                                            =======           =======
Asset Retirement Obligation -
   Current                                 $    922          $  3,884
Asset Retirement Obligation -
   Long-Term                                102,427            49,677



                                      F-60
<PAGE>



2. TRANSACTIONS WITH RELATED PARTIES

      The  Partnerships  reimburse  the  General  Partner  for the  general  and
administrative  overhead applicable to the Partnerships,  based on an allocation
of actual costs  incurred by the General  Partner.  When actual  costs  incurred
benefit other  partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the  Partnerships  have not  fluctuated  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, 2005, 2004,
and 2003:

            Partnership         2005          2004         2003
            -----------       --------      --------     --------

               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

      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.


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, 2005, 2004 and 2003:



                                      F-61
<PAGE>




Partnership               Purchaser                       Percentage
-----------       ------------------------          ------------------------
                                                    2005      2004     2003
                                                    -----     -----    -----
   II-A           BP America Production Co.         14.0%     14.8%    14.6%
                  Cinergy Marketing Company
                    ("Cinergy")                     12.5%     16.1%    16.5%
                  Duke Energy Field Services
                    ("Duke")                        10.3%     12.3%    15.0%


   II-B           Cinergy                           16.0%     24.1%    26.0%
                  Citation Oil & Gas Corp.
                    ("Citation")                    14.8%     13.1%    12.5%
                  Duke                                -         -      14.0%


   II-C           Cinergy                           14.0%     22.3%    23.5%
                  Citation                          12.3%     11.6%    10.8%
                  Duke                                -         -      12.8%



   II-D           Cinergy                           12.3%     17.0%    15.2%
                  Vintage Petroleum, Inc.           11.1%     10.3%    11.3%
                  Whiting Petroleum Corp.             -       11.8%      -


   II-E           Atlas Pipeline Mid-
                    Continent LLC                   13.3%       -        -
                  Cinergy                           12.8%     25.1%    23.6%
                  Duke                                -         -      10.6%


   II-F           Duke                              13.7%     14.7%      -
                  Cinergy                             -       12.3%    13.6%
                  Chevron U.S.A., Inc.                -       10.0%      -


   II-G           Duke                              13.8%     14.9%      -
                  Cinergy                             -       12.2%    13.4%


   II-H           Duke                              14.0%     15.1%      -
                  Cinergy                             -       11.9%    13.2%

      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.



                                      F-62
<PAGE>





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, 2005 and 2004 were as
follows:


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $30,038,453       $29,432,867

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,569,087)     ( 27,206,745)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 2,469,366       $ 2,226,122
                                            ==========        ==========


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $20,598,447       $20,343,327

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,054,229)     ( 18,753,084)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,544,218       $ 1,590,243
                                            ==========        ==========




                                      F-63
<PAGE>



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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $ 8,722,127       $ 8,603,091

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  7,993,885)     (  7,873,421)
                                            ----------        ----------
            Net oil and gas
               properties                  $   728,242       $   729,670
                                            ==========        ==========


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $14,226,782       $13,807,425

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,667,197)     ( 12,422,049)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,559,585       $ 1,385,376
                                            ==========        ==========


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $13,234,154       $13,153,722

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,025,095)     ( 11,907,394)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,209,059       $ 1,246,328
                                            ==========        ==========




                                      F-64
<PAGE>



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

                                               2005              2004
                                          -------------     -------------

      Proved properties                    $10,482,766       $10,559,040

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,313,628)     (  9,372,021)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,169,138       $ 1,187,019
                                            ==========        ==========


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $22,459,822       $22,613,534

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,945,418)     ( 20,058,851)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 2,514,404       $ 2,554,683
                                            ==========        ==========


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

                                              2005              2004
                                          -------------     -------------

      Proved properties                    $ 5,389,006       $ 5,422,323

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,791,934)     (  4,816,522)
                                            ----------        ----------
            Net oil and gas
               properties                  $   597,072       $   605,801
                                            ==========        ==========



                                      F-65
<PAGE>



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2005,  2004,  and 2003.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2005, 2004, and 2003, were as follows:


            Partnership        2005(1)        2004        2003(2)
            -----------       --------      --------     --------

               II-A           $133,494      $ 93,122     $102,903
               II-B             96,434        53,458       24,971
               II-C             54,420        11,074       24,478
               II-D            151,464        16,239      153,431
               II-E             31,965        30,342       24,348
               II-F             20,736        79,459       41,415
               II-G             43,264       174,306       93,448
               II-H              9,960        43,819       24,574

----------

(1)   Excludes the estimated asset  retirement  costs for the II-A,  II-B, II-C,
      II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $466,000,
      $156,000,  $61,000,  $238,000,  $124,000,  $87,000, $187,000, and $45,000,
      respectively,  recorded as a revision in FAS No. 143 during 2005 due to an
      increase in both the labor and rig costs associated with plugging wells.

(2)   Excludes the estimated asset  retirement  costs for the II-A,  II-B, II-C,
      II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $174,000,
      $125,000,  $39,000,  $106,000,  $61,000,  $58,000,  $125,000, and $30,000,
      respectively, recorded as part of the FAS No. 143 implementation.



      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, 2005,
2004, and 2003, 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-66
<PAGE>




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

                                                  Crude          Natural
                                                   Oil             Gas
                                                (Barrels)         (Mcf)
                                                ---------      -----------
Proved reserves, Dec. 31, 2002                   517,852        5,817,550
   Production                                   ( 74,313)      (  717,179)
   Sale of minerals in place                    (  3,193)      (   12,518)
   Extensions and discoveries                     14,463           19,843
   Revision of previous
      estimates                                  123,530        1,495,095
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   578,339        6,602,791
   Production                                   ( 65,565)      (  646,674)
   Extensions and discoveries                     24,761           27,944
   Revision of previous
      estimates                                  103,350          292,754
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   640,885        6,276,815
   Production                                   ( 57,813)      (  652,272)
   Extensions and discoveries                      5,078           40,703
   Revision of previous
      estimates                                   99,216          702,495
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   687,366        6,367,741
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             578,339        6,602,791
                                                 =======        =========
   December 31, 2004                             640,885        6,276,815
                                                 =======        =========
   December 31, 2005                             687,366        6,367,741
                                                 =======        =========





                                      F-67
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   359,624        4,443,545
   Production                                   ( 43,725)      (  548,582)
   Sale of minerals in place                    (  1,073)            -
   Revision of previous
      estimates                                  135,560        1,136,134
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   450,386        5,031,097
   Production                                   ( 42,473)      (  535,070)
   Extensions and discoveries                         62            7,138
   Revision of previous
      estimates                                   56,873          316,845
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   464,848        4,820,010
   Production                                   ( 40,011)      (  516,244)
   Extensions and discoveries                         93           10,833
   Revision of previous
      estimates                                   64,299          461,682
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   489,229        4,776,281
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             450,386        5,031,097
                                                 =======        =========
   December 31, 2004                             464,848        4,820,010
                                                 =======        =========
   December 31, 2005                             489,229        4,776,281
                                                 =======        =========





                                      F-68
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   128,944        3,120,468
   Production                                   ( 15,806)      (  315,371)
   Sale of minerals in place                        -          (      326)
   Revision of previous
      estimates                                   53,740          666,561
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   166,878        3,471,332
   Production                                   ( 15,365)      (  301,090)
   Extensions and discoveries                         46            3,685
   Revision of previous
      estimates                                   14,202          279,351
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   165,761        3,453,278
   Production                                   ( 14,817)      (  323,872)
   Extensions and discoveries                        105           22,834
   Revision of previous
      estimates                                   22,360          393,673
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   173,409        3,545,913
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             166,878        3,471,332
                                                 =======        =========
   December 31, 2004                             165,761        3,453,278
                                                 =======        =========
   December 31, 2005                             173,409        3,545,913
                                                 =======        =========




                                      F-69
<PAGE>




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

                                                  Crude           Natural
                                                   Oil              Gas
                                                (Barrels)          (Mcf)
                                                ---------      -----------
Proved reserves, Dec. 31, 2002                   186,724        7,948,973
   Production                                   ( 23,482)      (  724,786)
   Sale of minerals in place                        -          (    3,434)
   Revision of previous
      estimates                                   42,251        1,599,398
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   205,493        8,820,151
   Production                                   ( 25,312)      (  674,131)
   Extensions and discoveries                         22              720
   Revision of previous
      estimates                                    7,112          945,649
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   187,315        9,092,389
   Production                                   ( 21,859)      (  749,576)
   Extensions and discoveries                      1,668          278,804
   Revision of previous
      estimates                                    5,701        1,023,871
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   172,825        9,645,488
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             205,493        8,820,151
                                                 =======        =========
   December 31, 2004                             187,315        9,092,389
                                                 =======        =========
   December 31, 2005                             172,825        9,645,488
                                                 =======        =========




                                      F-70
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   173,164        4,192,406
   Production                                   ( 19,131)      (  467,472)
   Sale of minerals in place                    (  1,055)      (   19,430)
   Extensions and discoveries                      1,301            4,400
   Revision of previous
      estimates                                   31,447        1,283,438
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   185,726        4,993,342
   Production                                   ( 18,135)      (  409,863)
   Extensions and discoveries                      2,525            4,046
   Revision of previous
      estimates                                   10,086          397,213
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   180,202        4,984,738
   Production                                   ( 17,951)      (  423,292)
   Extensions and discoveries                      2,549           69,486
   Revision of previous
      estimates                                   13,192          408,223
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   177,992        5,039,155
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             185,726        4,993,342
                                                 =======        =========
   December 31, 2004                             180,202        4,984,738
                                                 =======        =========
   December 31, 2005                             177,992        5,039,155
                                                 =======        =========






                                      F-71
<PAGE>




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

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

Proved reserves, Dec. 31, 2002                   230,274        2,962,281
   Production                                   ( 24,828)      (  442,255)
   Sale of minerals in place                    (  2,571)      (   48,081)
   Extensions and discoveries                      4,306            4,018
   Revision of previous
      estimates                                   87,190        1,329,431
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   294,371        3,805,394
   Production                                   ( 26,083)      (  402,717)
   Sale of minerals in place                    (     63)            -
   Extensions and discoveries                      6,173            9,846
   Revision of previous
      estimates                                   67,338          300,347
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   341,736        3,712,870
   Production                                   ( 25,599)      (  377,857)
   Extensions and discoveries                      4,602           25,052
   Revision of previous
      estimates                                   16,771          192,530
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   337,510        3,552,595
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             294,371        3,805,394
                                                 =======        =========
   December 31, 2004                             341,736        3,712,870
                                                 =======        =========
   December 31, 2005                             337,510        3,552,595
                                                 =======        =========




                                      F-72
<PAGE>




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


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

Proved reserves, Dec. 31, 2002                   483,873         6,369,980
   Production                                   ( 52,045)       (  941,870)
   Sale of minerals in place                    (  5,382)       (  100,643)
   Extensions and discoveries                      7,050            20,444
   Revision of previous
      estimates                                  184,556         2,832,630
                                                 -------         ---------

Proved reserves, Dec. 31, 2003                   618,052         8,180,541
   Production                                   ( 54,665)       (  859,114)
   Sale of minerals in place                    (    134)             -
   Extensions and discoveries                     12,909            21,136
   Revision of previous
      estimates                                  140,299           618,003
                                                 -------         ---------

Proved reserves, Dec. 31, 2004                   716,461         7,960,566
   Production                                   ( 53,848)       (  803,073)
   Extensions and discoveries                      9,625            52,932
   Revision of previous
      estimates                                   35,493           401,182
                                                 -------         ---------

Proved reserves, Dec. 31, 2005                   707,731         7,611,607
                                                 =======         =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             618,052         8,180,541
                                                 =======         =========
   December 31, 2004                             716,461         7,960,566
                                                 =======         =========
   December 31, 2005                             707,731         7,611,607
                                                 =======         =========





                                      F-73
<PAGE>




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

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


Proved reserves, Dec. 31, 2002                   113,085        1,553,934
   Production                                   ( 12,082)      (  226,604)
   Sale of minerals in place                    (  1,246)      (   23,321)
   Extensions and discoveries                      1,522            3,284
   Revision of previous
      estimates                                   42,790          682,941
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   144,069        1,990,234
   Production                                   ( 12,688)      (  206,905)
   Sale of minerals in place                    (     35)            -
   Extensions and discoveries                      2,986            4,879
   Revision of previous
      estimates                                   32,591          140,638
                                                 -------        ---------

Proved reserves, Dec. 31, 2004                   166,923        1,928,846
   Production                                   ( 12,446)      (  193,427)
   Extensions and discoveries                      2,225           12,498
   Revision of previous
      estimates                                    8,241           92,864
                                                 -------        ---------

Proved reserves, Dec. 31, 2005                   164,943        1,840,781
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2003                             144,069        1,990,234
                                                 =======        =========
   December 31, 2004                             166,923        1,928,846
                                                 =======        =========
   December 31, 2005                             164,943        1,840,781
                                                 =======        =========






                                      F-74
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2005 and 2004 are as
follows:

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

                                              2005
                         -----------------------------------------------
                            First     Second       Third      Fourth
                           Quarter    Quarter     Quarter     Quarter
                         ----------  ----------  ----------  ----------

Total Revenues           $1,722,929  $1,725,302  $2,056,469  $2,261,419
Gross Profit (1)          1,385,054   1,324,766   1,624,133   1,726,379
Net Income                1,178,278   1,113,686   1,319,604   1,485,922
Limited Partners'
   Net Income
   Per Unit                    2.18        2.06        2.42        2.75

                                             2004
                         ----------------------------------------------
                            First     Second       Third      Fourth
                           Quarter    Quarter     Quarter     Quarter
                         ----------  ----------  ----------  ----------

Total Revenues           $1,330,325  $1,513,624  $1,507,023  $1,628,385
Gross Profit (1)            974,380   1,139,309   1,175,603   1,150,065
Net Income                  784,336     940,245     994,988     947,129
Limited Partners'
   Net Income
   Per Unit                    1.45        1.74        1.84        1.75




-----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-75
<PAGE>





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


                                                2005
                        ---------------------------------------------------
                           First      Second        Third        Fourth
                          Quarter     Quarter      Quarter       Quarter
                        ----------   ----------   ----------    ----------

Total Revenues          $1,304,978   $1,193,712   $1,546,333    $1,703,529
Gross Profit (1)         1,049,417      888,801    1,221,415     1,297,492
Net Income                 889,366      703,916    1,022,765     1,097,868
Limited Partners'
   Net Income
   Per Unit                   2.20         1.74         2.52          2.71

                                                2004
                        ---------------------------------------------------
                          First       Second        Third        Fourth
                         Quarter      Quarter      Quarter       Quarter
                        ----------   ----------   ----------    ----------

Total Revenues          $  968,286   $1,112,016   $1,118,405    $1,227,766
Gross Profit (1)           703,386      834,837      871,003       877,007
Net Income                 562,085      680,170      730,236       737,923
Limited Partners'
   Net Income
   Per Unit                   1.39         1.68         1.81          1.84


----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-76
<PAGE>





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


                                               2005
                          ---------------------------------------------
                            First       Second      Third      Fourth
                           Quarter      Quarter    Quarter     Quarter
                          ---------    --------   ---------    --------

Total Revenues           $664,428      $642,064    $754,919    $979,433
Gross Profit (1)          539,833       535,868     605,787     749,862
Net Income                459,969       457,626     520,382     670,138
Limited Partners'
   Net Income
   Per Unit                  2.67          2.65        3.00        3.89

                                               2004
                         ----------------------------------------------
                            First      Second       Third      Fourth
                           Quarter     Quarter     Quarter     Quarter
                         ---------     --------    --------    --------

Total Revenues           $481,411      $537,086    $526,299    $591,746
Gross Profit (1)          351,488       411,304     420,351     429,389
Net Income                282,631       333,463     360,835     371,401
Limited Partners'
   Net Income
   Per Unit                  1.63          1.93        2.10        2.16




----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-77
<PAGE>




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

                                               2005
                        ----------------------------------------------
                           First     Second      Third       Fourth
                          Quarter    Quarter    Quarter      Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,433,490  $1,302,519  $1,528,329  $2,225,258
Gross Profit (1)         1,123,198   1,054,188   1,219,087   1,822,932
Net Income                 976,831     962,742   1,050,920   1,614,426
Limited Partners'
   Net Income
   Per Unit                   2.78      2.76        2.98        4.58

                                              2004
                        ----------------------------------------------
                           First      Second      Third      Fourth
                          Quarter     Quarter    Quarter     Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,071,700  $1,038,622  $1,092,769  $1,200,174
Gross Profit (1)           805,362     746,534     860,414     824,029
Net Income                 641,864     584,245     737,874     729,263
Limited Partners'
   Net Income
   Per Unit                   1.82        1.65        2.10        2.08



----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-78
<PAGE>





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


                                               2005
                        -----------------------------------------------
                          First        Second      Third       Fourth
                         Quarter       Quarter    Quarter      Quarter
                        ---------     --------   --------    ----------

Total Revenues           $836,480     $717,491   $970,593    $1,444,722
Gross Profit (1)          686,658      558,118    779,550     1,160,633
Net Income                556,771      458,499    658,857     1,025,099
Limited Partners'
   Net Income
   Per Unit                  2.18         1.79       2.57          4.00

                                              2004
                         ----------------------------------------------
                           First       Second      Third       Fourth
                          Quarter      Quarter    Quarter      Quarter
                         ---------    --------   ---------   ----------

Total Revenues           $701,885     $727,353   $710,550    $  665,249
Gross Profit (1)          541,968      577,164    551,557       450,609
Net Income                323,071      457,048    446,272       417,443
Limited Partners'
   Net Income
   Per Unit                  1.21         1.79       1.74         1.65



----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-79
<PAGE>




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


                                              2005
                        ---------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ---------   --------    ---------  ----------

Total Revenues          $931,366    $891,095   $1,024,047  $1,028,390
Gross Profit (1)         826,678     735,280      874,832     777,879
Net Income               727,548     657,669      782,497     694,318
Limited Partners'
   Net Income
   Per Unit                 3.81        3.44         4.08        3.64

                                            2004
                        ----------------------------------------------
                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter
                        ---------   --------   ----------  -----------

Total Revenues          $784,599    $707,252   $  762,301  $  655,296
Gross Profit (1)         646,346     603,600      591,663     458,884
Net Income               559,564     518,704      441,127     352,723
Limited Partners'
   Net Income
   Per Unit                 2.92        2.72        2.27         1.82





----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-80
<PAGE>





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

                                             2005
                        -----------------------------------------------
                           First     Second       Third       Fourth
                          Quarter    Quarter     Quarter      Quarter
                        ----------  ----------  ----------  ----------

Total Revenues          $1,993,983  $1,751,523  $2,315,812  $2,185,868
Gross Profit (1)         1,756,323   1,424,041   1,987,202   1,663,948
Net Income               1,565,408   1,256,838   1,789,544   1,491,075
Limited Partners'
   Net Income
   Per Unit                   3.77        3.03        4.30        3.60

                                             2004
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------  ----------  -----------

Total Revenues          $1,665,827   $1,506,539  $1,615,646  $1,398,966
Gross Profit (1)         1,370,530    1,281,783   1,252,104     981,757
Net Income               1,189,236    1,116,030     916,328     759,502
Limited Partners'
   Net Income
   Per Unit                   2.86         2.70        2.16        1.81





----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-81
<PAGE>





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


                                             2005
                         -----------------------------------------
                           First     Second     Third     Fourth
                          Quarter    Quarter   Quarter    Quarter
                         --------    -------   --------   --------

Total Revenues           $474,932    412,593   $548,685   $519,567
Gross Profit (1)          417,968    335,323    469,534    394,343
Net Income                354,842    293,733    420,654    348,877
Limited Partners'
   Net Income
   Per Unit                  3.47       2.87       4.10       3.42

                                             2004
                         -----------------------------------------
                           First     Second     Third     Fourth
                          Quarter    Quarter   Quarter    Quarter
                         --------    --------  -------    --------

Total Revenues           $397,157    $362,080  $383,442   $333,571
Gross Profit (1)          326,107     306,765   296,487    232,432
Net Income                277,323     254,998   214,826    176,714
Limited Partners'
   Net Income
   Per Unit                  2.71        2.50      2.05       1.71





----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-82
<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,  filed as
         Exhibit 4.1 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 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, filed as Exhibit 4.2 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.3     Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-A,  filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.4     Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-A,  filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.5     Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.6     Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
         period ended  December  31, 2003,  filed with the SEC on March 19, 2004
         and is hereby incorporated by reference.



                                      F-83
<PAGE>



*4.7     Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-A
         dated October 27, 2005.

 4.8     Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-A, filed as
         Exhibit 4.6 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.9     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.10    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.11    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited  Partnership  II-A,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K for period ended  December  31,  2003,  filed with the SEC on
         March 19, 2004 and is hereby incorporated by reference.

*4.12    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-A dated
         October 27, 2005.

 4.13    Agreement and Certificate of Limited Partnership dated October 14, 1987
         for the  Geodyne  Energy  Income  Limited  Partnership  II-B,  filed as
         Exhibit 4.9 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.14    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,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.15    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-B, filed as Exhibit 4.11 to



                                      F-84
<PAGE>



         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 4.16    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.17    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B,  filed as  Exhibit  4.13 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.18    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B filed as Exhibit  4.16 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.19    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-B
         dated October 27, 2005.

 4.20    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-B, filed as
         Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.21    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-B,  filed as  Exhibit  4.15 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.22    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.16 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.23    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
         10-K for period



                                      F-85
<PAGE>



         ended  December 31,  2003,  filed with the SEC on March 19, 2004 and is
         hereby incorporated by reference.

*4.24    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-B dated
         October 27, 2005.

 4.25    Agreement and Certificate of Limited Partnership dated January 13, 1988
         for the  Geodyne  Energy  Income  Limited  Partnership  II-C,  filed as
         Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 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-C,  filed as Exhibit 4.18 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C,  filed as  Exhibit  4.21 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.30    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C filed as Exhibit  4.26 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.31    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-C
         dated October 27, 2005.



                                      F-86
<PAGE>



 4.32    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as
         Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.33    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-C,  filed as  Exhibit  4.23 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.34    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-C,  filed as Exhibit 4.24 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.35    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

*4.36    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-C dated
         October 27, 2005.

 4.37    Agreement and Certificate of Limited Partnership dated May 10, 1988 for
         the Geodyne Energy Income Limited  Partnership  II-D,  filed as Exhibit
         4.25 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

 4.38    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,  filed as Exhibit 4.26 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.39    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.




                                      F-87
<PAGE>



 4.40    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.41    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D,  filed as  Exhibit  4.29 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.42    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D filed as Exhibit  4.36 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.43    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-D
         dated October 27, 2005.

 4.44    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-D, filed as
         Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.45    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-D,  filed as  Exhibit  4.31 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.46    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-D,  filed as Exhibit 4.32 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.47    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.



                                      F-88
<PAGE>



*4.48    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-D dated
         October 27, 2005.

 4.49    Agreement and  Certificate of Limited  Partnership  dated September 27,
         1988 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.50    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,  filed as Exhibit 4.34 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.51    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.52    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.53    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.54    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E,  filed as  Exhibit  4.38 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.55    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E filed as Exhibit  4.47 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.



                                      F-89
<PAGE>



*4.56    Seventh Amendment to Amended and Restated  Agreement and Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-E
         dated October 27, 2005.

 4.57    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.58    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-E,  filed as  Exhibit  4.40 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.59    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-E,  filed as Exhibit 4.41 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.60    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

*4.61    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-E dated
         October 27, 2005.

 4.62    Agreement and Certificate of Limited  Partnership dated January 5, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-F,  filed as
         Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.63    Certificate  of Limited  Partnership  dated  January  5, 1989,  for the
         Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit 4.42a
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.64    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, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
         ended December



                                      F-90
<PAGE>



         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.65    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.66    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.67    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.68    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F,  filed as  Exhibit  4.48 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.69    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F filed as Exhibit  4.59 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.70    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-F dated October 27,
         2005.

 4.71    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-F, filed as
         Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.72    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
         as Exhibit  4.49 to Annual  Report on Form  10-K405  for  period  ended
         December 31, 2001,



                                      F-91
<PAGE>



         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.73    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-F filed
         as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.74    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-F dated October 27, 2005.

 4.75    Agreement and Certificate of Limited  Partnership  dated April 10, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-G,  filed as
         Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.76    Certificate  of  Limited  Partnership  dated  April 10,  1989,  for the
         Geodyne Energy Income Limited  Partnership  II-G, filed as Exhibit 4.51
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.77    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, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.78    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.79    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.80    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
         ended December



                                      F-92
<PAGE>



         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.81    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G,  filed as  Exhibit  4.56 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.82    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G filed as Exhibit  4.70 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference..

*4.83    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-G dated October 27,
         2005.

 4.84    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-G, filed as
         Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.85    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
         as Exhibit  4.58 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.86    Fourth Amendment to Certificate of Limited  Partnership  dated November
         14, 2003, for the Geodyne Energy Income Limited  Partnership II-G filed
         as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.87    Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-G dated October 27, 2005.

 4.88    Agreement and Certificate of Limited Partnership dated May 17, 1989 for
         the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit
         4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.



                                      F-93
<PAGE>



 4.89    Certificate of Limited  Partnership dated May 17, 1989, for the Geodyne
         Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.90    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, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.91    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.92    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.93    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.94    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H,  filed as  Exhibit  4.65 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.95    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H filed as Exhibit  4.81 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

*4.96    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         of Geodyne  Energy Income  Limited  Partnership  II-H dated October 27,
         2005.



                                      F-94
<PAGE>



 4.97    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-H, filed as
         Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.98    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
         as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.99    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-H filed
         as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

*4.100   Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
         Income Limited Partnership II-H dated October 27, 2005.

 10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-A,  filed as  Exhibit  10.1 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.2 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-A, filed as Exhibit 10.3 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.4 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.5    Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership  II-A filed as Exhibit 10.5 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.



                                      F-95
<PAGE>




*10.6    Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-A dated October 27,
         2005.

 10.7    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.8    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.6 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.9    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-B, filed as Exhibit 10.7 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.10   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.8 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.11   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-B filed as Exhibit 10.10 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.12   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-B dated October 27,
         2005.

 10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

10.15    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-C, filed as Exhibit 10.11 to Annual
         Report on Form 10-K405 for period



                                      F-96
<PAGE>



         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 10.16   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.17   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-C filed as Exhibit 10.15 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.18   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-C dated October 27,
         2005.

 10.19   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.20   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.21   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-D, filed as Exhibit 10.15 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.22   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.23   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-D filed as Exhibit 10.20 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.24   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-D dated October 27,
         2005.



                                      F-97
<PAGE>



 10.25   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-E, filed as Exhibit 10.19 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.29   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-E filed as Exhibit 10.25 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.30   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-E dated October 27,
         2005.

 10.31   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.32   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.33   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-F, filed as Exhibit 10.23 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

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



                                      F-98
<PAGE>



         filed as  Exhibit  10.24 to Annual  Report on Form  10-K405  for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-F filed as Exhibit 10.30 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.36   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-F dated October 27,
         2005.

 10.37   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.38   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.39   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.40   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.41   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-G filed as Exhibit 10.35 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.42   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-G dated October 14,
         2005.

 10.43   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.



                                      F-99
<PAGE>



 10.44   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.45   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-H, filed as Exhibit 10.31 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.46   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.47   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-H filed as Exhibit 10.40 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

*10.48   Fifth  Amendment to Amended and Restated  Agreement of  Partnership  of
         Geodyne  Energy Income  Production  Partnership  II-H dated October 27,
         2005.

*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.



                                     F-100
<PAGE>




*31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.

*31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.

*31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.11   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.

*31.12   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.

*31.13   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.



                                     F-101
<PAGE>



*31.14   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.

*31.15   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*31.16   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-A.

*32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-B.

*32.3    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-C.

*32.4    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-D.

*32.5    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-E.

*32.6    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-F.

*32.7    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-G.

*32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-H.



                                     F-102
<PAGE>



         All other Exhibits are omitted as inapplicable.

         ----------

        *Filed herewith.


                                     F-103
<PAGE>