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, 2003

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


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

                                              II-A 73-1295505
                                              II-B 73-1303341
                                              II-C 73-1308986
                                              II-D 73-1329761
                                              II-E 73-1324751
                                              II-F 73-1330632
                                              II-G 73-1336572
           Oklahoma                           II-H 73-1342476
-------------------------------              --------------------
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

                  Two West Second Street, Tulsa, Oklahoma 74103
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (918) 583-1791

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
               Depositary Units of limited partnership interest

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


<PAGE>
                                      -1-



      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 an accelerated  filer (as
defined in Rule 12b-2 of the 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 2.     PROPERTIES.................................................9
      ITEM 3.     LEGAL PROCEEDINGS.........................................27
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
                  LIMITED PARTNERS..........................................28

PART II.....................................................................28
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......28
      ITEM 6.     SELECTED FINANCIAL DATA...................................30
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................39
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK.........................................65
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................65
      ITEM 9A.    CONTROLS AND PROCEDURES...................................65

PART III....................................................................66
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...66
      ITEM 11.    EXECUTIVE COMPENSATION....................................67
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT.....................................77
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............79
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES....................80

PART IV.....................................................................81
      ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K.......................................81

      SIGNATURES............................................................99




                                      -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. The General Partner



                                      -4-
<PAGE>



is a wholly-owned  subsidiary of Samson  Investment  Company.  Samson Investment
Company and its various  corporate  subsidiaries,  including the General Partner
(collectively "Samson"), are primarily engaged in the production and development
of and exploration for oil and gas reserves and the acquisition and operation of
producing   properties.   At  December  31,  2003,  Samson  owned  interests  in
approximately 14,000 oil and gas wells located in 20 states of the United States
and the countries of Canada,  Venezuela,  Russia, and Australia. At December 31,
2003, Samson operated approximately 4,000 oil and gas wells located in 14 states
of the United States, as well as Canada, Venezuela, Russia, and Australia.

      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,  2004,  Samson  employed  approximately  1,000  persons.  No
employees  are  covered by  collective  bargaining  agreements,  and  management
believes  that  Samson  provides a sound  employee  relations  environment.  For
information  regarding the executive officers of the General Partner,  see "Item
10. Directors and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements")  the  Partnerships  would  have  terminated  on
December 31, 2001. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General Partner has extended the terms of the  Partnerships  for
their second two-year  extension  thereby  extending their  termination  date to
December 31, 2005. 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,  recent substantial increases
in  the  price  of  steel  may  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;
     *    The availability of pipelines for transportation; and
     *    Domestic and foreign government regulations and taxes.

      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 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.



                                      -6-
<PAGE>





      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2003:

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

   II-A          Cinergy Marketing Company ("Cinergy")             16.5%
                 Duke Energy Field Services Inc. ("Duke")          15.0%
                 BP America Production Company                     14.6%

   II-B          Cinergy                                           26.0%
                 Duke                                              14.0%
                 Citation Oil & Gas Corp. ("Citation")             12.5%

   II-C          Cinergy                                           23.5%
                 Duke                                              12.8%
                 Citation                                          10.8%

   II-D          Cinergy                                           15.2%
                 Vintage Petroleum, Inc.                           11.3%

   II-E          Cinergy                                           23.6%
                 Duke                                              10.6%

   II-F          Cinergy                                           13.6%

   II-G          Cinergy                                           13.4%

   II-H          Cinergy                                           13.2%


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

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




                                      -7-
<PAGE>




      Oil, Gas, and Environmental Control Regulations

      Regulation  of Production  Operations -- The  production of oil and gas is
subject to  extensive  federal and state laws and  regulations  governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of  production,  prevention  of  waste  and  pollution,  and  protection  of the
environment.  In  addition  to the direct  costs  borne in  complying  with such
regulations,  operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.

      Regulation  of Sales and  Transportation  of Oil and Gas -- Sales of crude
oil and  condensate  are made by the  Partnerships  at market prices and are not
subject to price  controls.  The sale of gas may be subject to both  federal and
state laws and  regulations.  The provisions of these laws and  regulations  are
complex  and  affect  all who  produce,  resell,  transport,  or  purchase  gas,
including the  Partnerships.  Although  virtually all of the  Partnerships'  gas
production  is not subject to price  regulation,  other  regulations  affect the
availability of gas transportation  services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material  effect on the  Partnerships'  operations and projections of
future oil and gas production and revenues.

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

      Regulation of the Environment -- The Partnerships'  operations are subject
to numerous laws and  regulations  governing the discharge of materials into the
environment or otherwise relating to environmental  protection.  Compliance with
such  laws  and  regulations,   together  with  any  penalties   resulting  from
noncompliance,  may increase  the cost of the  Partnerships'  operations  or may
affect  the  Partnerships'   ability  to  timely  complete  existing  or  future
activities.  Management  anticipates  that  various  local,  state,  and federal
environmental  control  agencies will have an  increasing  impact on oil and gas
operations.


      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. In particular, many types of pollution
and  contamination  can exist,  undiscovered,  for long  periods of time and can
result in substantial environmental liabilities which are not



                                      -8-
<PAGE>



insured.  The  occurrence  of an event which is not fully  covered by  insurance
could have a material adverse effect on the  Partnerships'  financial  condition
and results of operations.


ITEM 2.    PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2003.

                               Well Statistics(1)
                             As of December 31, 2003

          Number of Gross Wells(2)                   Number of Net Wells(3)
          ------------------------                ---------------------------
 P/ship    Total   Oil       Gas                  Total        Oil       Gas
 ------    -----   ---       ---                  -----       -----     -----
  II-A     1,003   756        247                 41.50       28.30     13.20
  II-B       196   107         89                 23.02       14.60      8.42
  II-C       263   103        160                  7.88        2.68      5.20
  II-D       192    74        118                 19.57        2.50     17.07
  II-E       859   685        174                 10.72        4.13      6.59
  II-F       863   700        163                 11.26        5.80      5.46
  II-G       863   700        163                 24.28       12.41     11.87
  II-H       863   700        163                  5.93        2.99      2.94

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

(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.



                                      -9-
<PAGE>



      Drilling Activities

      During the year ended  December 31,  2003,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.

II-A Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
Inlow #2-11           Caddo       OK     0.0000      0.0039     Gas   Producing
Turley #2-1           Grady       OK     0.0000      0.0020     Gas   Producing
David #4-13           Washita     OK     0.0000      0.0024     Gas   Producing
David #5-13           Washita     OK     0.0000      0.0024     Gas   Producing
Lewis #4-8            Pittsburg   OK     0.0000      0.0089     Gas   Producing
Jo-Mill Unit          Borden      TX     0.0025      0.0022     Oil   Producing
 (24 new wells)
Somers #1-3           Garvin      OK     0.0000      0.0005     Gas   Producing
 (Sycamore)
Somers #1-3           Garvin      OK     0.0000      0.0004     Gas   Producing
 (Hunton)
Katie #3-11           Washita     OK     0.0000      0.0064     Gas   Shut-in
Brown Foundation      Washita     OK     0.0000      0.0009     n/a   Well in
 #4-14                                                                 Progress
Hamburger #1-13       Washita     OK     0.0000      0.0026     n/a   Well in
                                                                       Progress
Pooler #1-22          Grady       OK     0.0000      0.0026     n/a   Well in
                                                                       Progress
Lott, Andrew #1       Hancock     MS     0.0052      0.0046     n/a   Dryhole


II-B Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
David #4-13           Washita     OK     0.0000      0.0027     Gas   Producing
David #5-13           Washita     OK     0.0000      0.0027     Gas   Producing
Katie #3-11           Washita     OK     0.0000      0.0050     Gas   Shut-in
Brown Foundation      Washita     OK     0.0000      0.0015     n/a   Well in
 #4-14                                                                 Progress
Hamburger #1-13       Washita     OK     0.0000      0.0025     n/a   Well in
                                                                       Progress



                                      -10-
<PAGE>



II-C Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
David #4-13           Washita     OK     0.0000      0.0012     Gas   Producing
Farni #5-21           Roger       OK     0.0000      0.0031     Gas   Producing
                       Mills
David #5-13           Washita     OK     0.0000      0.0012     Gas   Producing
Janet Federal         Sweet-      WY     0.0000      0.0007     Gas   Producing
 #5-34                 water
Janet Federal         Sweet-      WY     0.0000      0.0086     Gas   Producing
 #6-34                 water
Big Stick Madison     Billings    ND     0.0007      0.0006     Oil   Producing
 Unit
 (8 new wells)
Katie #3-11           Washita     OK     0.0000      0.0021     Gas   Shut-in
Brown Foundation      Washita     OK     0.0000      0.0006     n/a   Well in
 #4-14                                                                 Progress
Hamburger #1-13       Washita     OK     0.0000      0.0015     n/a   Well in
                                                                       Progress
Pankratz #3-35        Dewey       OK     0.0000      0.0044     Gas   Producing


II-D Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
Farni #5-21           Roger       OK     0.0000      0.0036     Gas   Producing
                       Mills
Janet Federal         Sweet-      WY     0.0000      0.0077     Gas   Producing
 #5-34                 water
Janet Federal         Sweet-      WY     0.0000      0.0090     Gas   Producing
 #6-34                 water
Big Stick Madison     Billings    ND     0.0074      0.0060     Oil   Producing
 Unit
 (8 new wells)
Pankratz #3-35        Dewey       OK     0.0000      0.0050     Gas   Producing



                                      -11-
<PAGE>



II-E Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
Wilson A #1           Roger       OK     0.0001      0.0001     Gas   Producing
                       Mills
Davis, N B #15        Sutton      TX     0.0000      0.0003     Gas   Producing
Cascabel #1 (RY)      Pecos       TX     0.0000      0.0024     Gas   Producing
Shafter Lake San      Andrews     TX     0.0009      0.0009     Oil   Producing
 Andres Unit
 (8 new wells)
Andrews               Andrews     TX     0.0011      0.0011     Oil   Producing
 Waterflood Unit
 (13 new wells)
Aldwell #204 (RY)     Reagan      TX     0.0000      0.0010     Oil   Producing
Estes, Kay #8         Sutton      TX     0.0000      0.0025     Gas   Shut-in
Duke #1-C             San Juan    NM     0.0000      0.0001     Gas   Producing
Senter #1-B           San Juan    NM     0.0183      0.0140     Gas   Producing
Ingham 23 1/2 #1      Terrell     TX     0.0000      0.0017     n/a   Dryhole
Nancy 8 Fed Com #1    Lea         NM     0.0000      0.0017     n/a   Dryhole


II-F Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------

Wilson A #1           Roger       OK     0.0002     0.0002      Gas   Producing
                       Mills
Davis N B #15         Sutton      TX     0.0000     0.0003      Gas   Producing
Cascabel #1 (RY)      Pecos       TX     0.0000     0.0059      Gas   Producing
Shafter Lake San      Andrews     TX     0.0021     0.0023      Oil   Producing
 Andres Unit
 (8 new wells)
Andrews               Andrews     TX     0.0028     0.0028      Oil   Producing
 Waterflood Unit
 (13 new Wells)
Aldwell #204 (RY)     Reagan      TX     0.0000     0.0025      Oil   Producing
Estes, Kay #8         Sutton      TX     0.0000     0.0062      Gas   Shut-in
Duke #1-C             San Juan    NM     0.0000     0.0000      Gas   Producing
Senter #1-B           San Juan    NM     0.0071     0.0055      Gas   Producing
Ingham 23 1/2 #1      Terrell     TX     0.0000     0.0041      n/a   Dryhole
Nancy 8 Fed Com #1    Lea         NM     0.0000     0.0041      n/a   Dryhole
Ira #1-29             Woods       OK     0.0000     0.0058      n/a   Dryhole



                                      -12-
<PAGE>



II-G Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
Wilson A #1           Roger       OK     0.0004      0.0004     Gas   Producing
                       Mills
Davis, N B #15        Sutton      TX     0.0000      0.0006     Gas   Producing
Cascabel #1 (RY)      Pecos       TX     0.0000      0.0123     Gas   Producing
Shafter Lake San      Andrews     TX     0.0044      0.0047     Oil   Producing
 Andres Unit
 (8 new wells)
Andrews               Andrews     TX     0.0058      0.0058     Oil   Producing
 Waterflood Unit
 (13 new wells)
Aldwell #204 (RY)     Reagan      TX     0.0000      0.0053     Oil   Producing
Estes, Kay #8         Sutton      TX     0.0000      0.0129     Gas   Shut-in
Duke #1-C             San Juan    NM     0.0000      0.0002     Gas   Producing
Senter #1-B           San Juan    NM     0.0238      0.0182     Gas   Producing
Ingham 23 1/2 #1      Terrell     TX     0.0000      0.0085     n/a   Dryhole
Nancy 8 Fed Com #1    Lea         NM     0.0000      0.0085     n/a   Dryhole
Ira #1-29             Woods       OK     0.0000      0.0125     n/a   Dryhole


II-H Partnership
                                        Working     Revenue
    Well Name          County     St.   Interest    Interest    Type    Status
-----------------     ---------   ---   --------    --------    ----  ---------
Wilson A #1           Roger       OK     0.0001      0.0001     Gas   Producing
                       Mills
Davis, N B #15        Sutton      TX     0.0000      0.0014     Gas   Producing
Cascabel #1 (RY)      Pecos       TX     0.0000      0.0029     Gas   Producing
Shafter Lake San      Andrews     TX     0.0010      0.0011     Oil   Producing
 Andres Unit
 (8 new wells)
Andrews               Andrews     TX     0.0013      0.0014     Oil   Producing
 Waterflood Unit
 (13 new wells)
Aldwell #204 (RY)     Reagan      TX     0.0000      0.0012     Oil   Producing
Estes, Kay #8         Sutton      TX     0.0000      0.0030     Gas   Shut-in
Duke #1-C             San Juan    NM     0.0000      0.0001     Gas   Producing
Senter #1-B           San Juan    NM     0.0093      0.0071     Gas   Producing
Ingham 23 1/2 #1      Terrell     TX     0.0000      0.0020     n/a   Dryhole
Nancy 8 Fed Com #1    Lea         NM     0.0000      0.0020     n/a   Dryhole
Ira #1-29             Woods       OK     0.0000      0.0031     n/a   Dryhole

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




                                      -13-
<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,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           74,313         64,016         67,519
   Gas (Mcf)                           717,179        821,485        774,153

Oil and gas sales:
   Oil                              $2,078,263     $1,499,533     $1,619,453
   Gas                               3,502,160      2,282,330      3,192,939
                                     ---------      ---------      ---------
     Total                          $5,580,423     $3,781,863     $4,812,392
                                     =========      =========      =========
Total direct operating
   expenses                         $1,407,759     $1,516,608     $1,826,037
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.2%          40.1%          37.9%

Average sales price:
   Per barrel of oil                    $27.97         $23.42         $23.99
   Per Mcf of gas                         4.88           2.78           4.12

Direct operating expenses per
   equivalent Bbl of oil                $ 7.26         $ 7.55         $ 9.29




                                      -14-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           43,725         40,616         49,375
   Gas (Mcf)                           548,582        598,159        570,423

Oil and gas sales:
   Oil                              $1,282,628     $  983,366     $1,202,962
   Gas                               2,574,612      1,629,566      2,474,769
                                     ---------      ---------      ---------
     Total                          $3,857,240     $2,612,932     $3,677,731
                                     =========      =========      =========
Total direct operating
   expenses                         $  998,312     $1,021,964     $1,053,461
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.9%          39.1%          28.6%

Average sales price:
   Per barrel of oil                    $29.33         $24.21         $24.36
   Per Mcf of gas                         4.69           2.72           4.34

Direct operating expenses per
   equivalent Bbl of oil                $ 7.39         $ 7.28         $ 7.29



                                      -15-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           15,806         14,351         14,034
   Gas (Mcf)                           315,371        343,662        302,093

Oil and gas sales:
   Oil                              $  465,997     $  352,930     $  340,796
   Gas                               1,432,288        931,491      1,299,602
                                     ---------      ---------      ---------
     Total                          $1,898,285     $1,284,421     $1,640,398
                                     =========      =========      =========
Total direct operating
   expenses                         $  484,633     $  432,068     $  435,859
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.5%          33.6%          26.6%

Average sales price:
   Per barrel of oil                    $29.48         $24.59         $24.28
   Per Mcf of gas                         4.54           2.71           4.30

Direct operating expenses per
   equivalent Bbl of oil                $ 7.09         $ 6.03         $ 6.77



                                      -16-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           23,482         31,350         18,970
   Gas (Mcf)                           724,786        795,913        712,930

Oil and gas sales:
   Oil                              $  672,785     $  728,533     $  432,140
   Gas                               3,226,165      2,128,408      3,149,329
                                     ---------      ---------      ---------
     Total                          $3,898,950     $2,856,941     $3,581,469
                                     =========      =========      =========
Total direct operating
   expenses                         $1,075,751     $  886,247     $1,197,090
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.6%          31.0%          33.4%

Average sales price:
   Per barrel of oil                    $28.65         $23.24         $22.78
   Per Mcf of gas                         4.45           2.67           4.42

Direct operating expenses per
   equivalent Bbl of oil                $ 7.46         $ 5.40         $ 8.69




                                      -17-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           19,131         23,426         24,064
   Gas (Mcf)                           467,472        488,328        490,127

Oil and gas sales:
   Oil                              $  561,004     $  566,653     $  585,290
   Gas                               2,186,172      1,387,404      1,975,920
                                     ---------      ---------      ---------
     Total                          $2,747,176     $1,954,057     $2,561,210
                                     =========      =========      =========
Total direct operating
   expenses                         $  664,928     $  528,268     $  818,691
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.2%          27.0%          32.0%

Average sales price:
   Per barrel of oil                    $29.32         $24.19         $24.32
   Per Mcf of gas                         4.68           2.84           4.03

Direct operating expenses per
   equivalent Bbl of oil                $ 6.85         $ 5.04         $ 7.74




                                      -18-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           24,828         27,894         30,965
   Gas (Mcf)                           442,255        451,358        465,214

Oil and gas sales:
   Oil                              $  705,160     $  663,274     $  743,066
   Gas                               1,934,121      1,236,733      1,744,820
                                     ---------      ---------      ---------
     Total                          $2,639,281     $1,900,007     $2,487,886
                                     =========      =========      =========
Total direct operating
   expenses                         $  573,207     $  421,986     $  503,882
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.7%          22.2%          20.3%

Average sales price:
   Per barrel of oil                    $28.40         $23.78         $24.00
   Per Mcf of gas                         4.37           2.74           3.75

Direct operating expenses per
   equivalent Bbl of oil                $ 5.82         $ 4.09         $ 4.64




                                      -19-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           52,045         58,467         64,898
   Gas (Mcf)                           941,870        959,663        992,099

Oil and gas sales:
   Oil                              $1,478,077     $1,389,987     $1,557,522
   Gas                               4,127,614      2,633,819      3,727,487
                                     ---------      ---------      ---------
     Total                          $5,605,691     $4,023,806     $5,285,009
                                     =========      =========      =========
Total direct operating
   expenses                         $1,221,171     $  900,203     $1,075,602
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.8%          22.4%          20.4%

Average sales price:
   Per barrel of oil                    $28.40         $23.77         $24.00
   Per Mcf of gas                         4.38           2.74           3.76

Direct operating expenses per
   equivalent Bbl of oil                $ 5.84         $ 4.12         $ 4.67





                                      -20-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2003           2002           2001
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           12,082        13,577          15,054
   Gas (Mcf)                           226,604       229,923         237,600

Oil and gas sales:
   Oil                              $  343,099      $322,666      $  361,412
   Gas                                 992,693       631,670         896,015
                                     ---------       -------       ---------
     Total                          $1,335,792      $954,336      $1,257,427
                                     =========       =======       =========
Total direct operating
   expenses                         $  295,355      $217,304      $  260,618
                                     =========       =======       =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         22.1%         22.8%           20.7%

Average sales price:
   Per barrel of oil                    $28.40        $23.77          $24.01
   Per Mcf of gas                         4.38          2.75            3.77

Direct operating expenses per
   equivalent Bbl of oil                $ 5.92        $ 4.19          $ 4.77


      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,  2003.  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,



                                      -21-
<PAGE>



discounted at 10% per annum. Net present value attributable to the Partnerships'
proved  reserves  was  calculated  on the basis of  current  costs and prices at
December  31,  2003.   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, 2003  ($29.25 per barrel and $5.77 per Mcf,  respectively)  were higher than
the prices in effect on December  31, 2002 ($28.00 per barrel and $4.74 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, 2003 to be higher than such estimates and values
at December  31,  2002.  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, 2003. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2003 will actually be realized
for such production.

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


                     Proved Reserves and Net Present Values
                              From Proved Reserves
                           As of December 31, 2003 (1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   6,602,791
      Oil and liquids (Bbls)                                        578,339
   Net Present Value (discounted at 10% per annum)              $20,047,342


II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   5,031,097
      Oil and liquids (Bbls)                                        450,386
   Net Present Value (discounted at 10% per annum)              $15,115,632



                                      -22-
<PAGE>



II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,471,332
      Oil and liquids (Bbls)                                        166,878
   Net Present Value (discounted at 10% per annum)              $ 9,758,125


II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   8,820,151
      Oil and liquids (Bbls)                                        205,493
   Net Present Value (discounted at 10% per annum)              $21,844,999


II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,993,342
      Oil and liquids (Bbls)                                        185,726
   Net Present Value (discounted at 10% per annum)              $12,587,969


II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,805,394
      Oil and liquids (Bbls)                                        294,371
   Net Present Value (discounted at 10% per annum)              $11,765,661


II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   8,180,541
      Oil and liquids (Bbls)                                        618,052
   Net Present Value (discounted at 10% per annum)              $25,544,825


II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   1,990,234
      Oil and liquids (Bbls)                                        144,069
   Net Present Value (discounted at 10% per annum)              $ 6,022,844


----------

(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.




                                      -23-
<PAGE>



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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2003:

                               Operated Wells
                  -------------------------------------
                  Partnership       Number      Percent
                  -----------       ------      -------
                      II-A           65           6%
                      II-B           38          18%
                      II-C           53          17%
                      II-D           34          15%
                      II-E           39           2%
                      II-F           52           2%
                      II-G           52           2%
                      II-H           52           2%


      The following tables set forth certain well and reserve  information as of
December  31, 2003 for the basins in which the  Partnerships  own a  significant
amount of  properties.  The tables  contain the following  information  for each
significant  basin: (i) the number of gross wells and net wells, (ii) the number
of wells in which only a non-working  interest is owned, (iii) the Partnership's
total number of wells,  (iv) the number and  percentage of wells operated by the
Partnership's  affiliates,  (v) estimated  proved oil reserves,  (vi)  estimated
proved gas reserves,  and (vii) the present value  (discounted at 10% per annum)
of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma.
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.




                                      -24-
<PAGE>



<TABLE>

                                     Significant Properties as of December 31, 2003
                                     ----------------------------------------------
<CAPTION>

                                                                   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           114       7.52        60        174       35      20%    38,531     3,608,196      $8,984,470
      Permian            441       2.50         4        445       13       3%   119,642     1,144,905       3,419,467


II-B Partnership:
      Anadarko            37       4.22         8         45       12      27%    18,572     2,086,815      $4,951,445
      Permian             15       1.79         -         15       13      87%    40,790     1,206,826       2,815,363
      Uinta               15       1.53         3         18        -       -    210,409       426,883       2,636,704
      Southern Okla.
       Folded Belt        12       3.26         2         14       12      86%    62,941       844,413       2,582,219

II-C Partnership:
      Anadarko            78       3.51        24        102       18      18%    16,629     1,729,627      $4,609,169
      Southern Okla.
       Folded Belt        15       1.50         2         17       15      88%    27,503       565,191       1,556,071
      Permian             17        .81         2         19       13      68%    18,188       587,376       1,310,881
      Uinta               15        .66         3         18        -       -     90,173       183,219       1,131,159

II-D Partnership:
      Anadarko            48       6.44        17         65        8      12%    21,605     2,939,793     $7,888,278
      Sacramento          35       5.81         -         35        -       -       -        1,697,964      4,483,071
      Permian              6       1.27         3          9        4      44%     8,358     1,707,883      2,404,182
      Gulf Coast          14       1.82         3         17       11      65%    62,521       754,883      2,374,638

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


                                      -25-
<PAGE>



<TABLE>

                                     Significant Properties as of December 31, 2003
                                     ----------------------------------------------
<CAPTION>

                                                                 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>
II-E Partnership:
      Permian            722      3.83       1,311    2,033       6       -     109,445     2,132,904    $ 4,817,307
      Anadarko            46      1.93          20       66      20      30%      4,845     1,266,597      3,314,172
      Southern Okla.
       Folded Belt         1       .18           -        1       1     100%      6,304       896,317      2,191,113
      Gulf Coast          45      2.87           7       52      11      21%     50,979       344,148      1,219,030


II-F Partnership:
      Permian            718      6.48       1,311    2,029       2       -     266,406     1,826,468     $ 6,330,203
      Anadarko            53      2.05          19       72      23      32%      4,304     1,412,653       3,920,689


II-G Partnership:
      Permian            718     13.54       1,311    2,029       2       -     556,700     3,820,576     $13,446,416
      Anadarko            53      4.35          19       72      23      32%      9,248     3,010,327       8,509,087


II-H Partnership:
      Permian            718      3.13       1,311    2,029       2       -     128,786       884,790     $ 3,066,981
      Anadarko            53      1.03          19       72      23      32%      2,200       719,990       1,992,897
      Southern Okla.
       Folded Belt        22      1.04           3       25      21      84%      6,829       249,136         624,182

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



                                      -26-
<PAGE>




      Title to Oil and Gas Properties

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

      Title to the  Partnerships'  properties  is subject to customary  royalty,
overriding  royalty,   carried,   working,   and  other  similar  interests  and
contractual  arrangements  customary in the oil and gas  industry,  to liens for
current taxes not yet due, and to other  encumbrances.  Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.


ITEM 3.    LEGAL PROCEEDINGS

      A lawsuit  styled Xplor Energy  Operating  Co. v. The Newton Corp, et al.,
Case No.  99-04-01960-CV,  284th Judicial  District Court of Montgomery  County,
Texas was  filed on May 12,  1999.  The  Newton  Corp.  ("Newton")  acquired  an
interest  at  auction  in the  State  87-S1  (the  "Well")  owned  by  the  II-A
Partnership  and two related  partnerships  (collectively  the "Prior  Owners").
Eight months after  Newton's  acquisition  of the Prior  Owners'  interest,  the
operator  of the  Well,  Xplor  Energy  Operating  Co.  ("Xplor"),  plugged  and
abandoned  the Well.  Xplor filed this lawsuit on May 12, 1999 alleging that the
Prior  Owners  were the record  owners of the lease when it expired and that the
Prior Owners were responsible for the costs of plugging and abandoning the Well.
Xplor sought to recover the Prior  Owners'  proportionate  share of the costs to
plug and abandon the well along with  attorneys'  fees and  interest.  The Prior
Owners denied liability and  cross-claimed  against Newton for indemnity for any
amounts  that may be awarded  to Xplor.  Newton in turn  alleged  that the Prior
Owners were liable for the plugging costs.  Trial was held on August 6, 2001. At
the  conclusion  of the trial the Court  awarded  Xplor $86,000 plus $200,000 in
attorney  fees and  awarded  Newton $300 plus  $161,000  in attorney  fees to be
divided  among the Prior  Owners.  On January 15, 2002 the Prior Owners filed an
appeal of the matter with the Court of Appeals, Fifth District of Texas, Dallas,
Texas,  Case No.  05-02-00070-CV.  The II-A  Partnership  has  approximately  15
percent of the liability  with respect to the trial court  judgment  rendered in
the matter.

      On April 23, 2002 the Prior Owners  entered  into a  settlement  agreement
with Xplor  thereby  settling for  $165,000  the judgment in favor of Xplor.  On
January 23, 2003 the Court of Appeals ruled against  Newton on all issues except
the one claim resulting in the $300 liability to the Prior Owners,  and remanded
the case to the trial court to determine  and award to Newton any portion of the
alleged attorneys' fees awarded to them that is attributable  solely to the $300
award  against the Prior  Owners.  The Prior Owners  requested the Texas Supreme
Court to reverse this  decision as to the $300 claim and its related  attorneys'
fees. The Texas Supreme Court



                                      -27-
<PAGE>



initially declined to consider this request, but the Prior Owners have asked the
court to reconsider this decision.

      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,  in an effort to minimize  potential  exposure
created by the Wyoming statutes and accompanying  legal fees, Samson refunded to
the royalty and overriding  royalty  interest  owners who were  potential  class
members all of the amounts  which were claimed to be  improperly  deducted  plus
statutory interest thereon. The applicable portions of these refunds,  $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.

      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 2003.



                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As of March 3, 2004, 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                3,304
               II-B             361,719                2,084
               II-C             154,621                1,094
               II-D             314,878                2,254
               II-E             228,821                1,720
               II-F             171,400                1,369
               II-G             372,189                2,082
               II-H              91,711                  978



                                      -28-
<PAGE>



      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.

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

                      2002                         2003                  2004
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $16    $15    $14   $13       $12   $11    $18    $16        $15
 II-B        15     15     14    13        12    11     17     16         14
 II-C        21     21     21    19        18    17     27     25         23
 II-D        23     23     30    25        25    23     32     30         29
 II-E        15     15     18    16        15    14     24     22         21
 II-F        20     19     22    21        19    17     28     26         23
 II-G        19     19     22    20        19    17     28     25         23
 II-H        19     19     21    20        18    17     27     25         22


      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



                                      -29-
<PAGE>



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

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2002 and 2003 and the first quarter of 2004.

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

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

 II-A        $ .66        $ .24          $ .93         $ .66
 II-B          .60          .14            .52           .75
 II-C          .57          .21            .74          1.74
 II-D          .25          .24            .93          5.04
 II-E          .67           -             .44          1.22
 II-F         1.57          .68           1.27          1.44
 II-G         1.63          .68           1.24          1.40
 II-H         1.44          .53           1.00          1.44

                               2003                                  2004
             ------------------------------------------------       ------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------       ------       ------         ------        ------       ------

 II-A        $ .71        $1.10          $1.87         $1.35        $1.54
 II-B          .59         1.21           1.58          1.24         1.38
 II-C          .70         1.44           1.81          1.47         1.77
 II-D          .66         1.20           1.87          1.27         1.74
 II-E         1.02         1.17           2.12          1.70         1.61
 II-F         1.86         1.57           2.92          2.59         2.45
 II-G         1.81         1.55           2.86          2.51         2.39
 II-H         1.71         1.45           2.60          2.37         2.28


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."



                                      -30-
<PAGE>





<TABLE>

                                                 Selected Financial Data

                                                    II-A Partnership
                                                    ----------------
<CAPTION>

                               2003              2002              2001             2000              1999
                           ------------      ------------      ------------     ------------      ------------

<S>                         <C>               <C>               <C>              <C>               <C>
Oil and Gas Sales           $5,580,423        $3,781,863        $4,812,392       $5,718,890        $3,762,931
Net Income:
   Limited Partners          3,062,786         1,457,582         1,583,821        2,697,991         1,421,826
   General Partner             360,046           187,523           249,356          373,521            99,132
   Total                     3,422,832         1,645,105         1,833,177        3,071,512         1,520,958
Limited Partners' Net
   Income per Unit                6.32              3.01              3.27             5.57              2.94
Limited Partners' Cash
   Distributions per
     Unit                         5.03              2.49              7.41             5.70              2.62
Total Assets                 5,073,056         4,165,182         3,841,529        5,753,841         5,700,712
Partners' Capital
   (Deficit):
   Limited Partners          4,436,895         3,811,109         3,559,527        5,561,706         5,622,715
   General Partner         (   232,071)      (   241,784)      (   285,152)     (   333,839)      (   380,195)
Number of Units
   Outstanding                 484,283           484,283           484,283          484,283           484,283


</TABLE>


                                      -31-
<PAGE>



<TABLE>

                                                 Selected Financial Data

                                                    II-B Partnership
                                                    ----------------
<CAPTION>

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,857,240        $2,612,932        $3,677,731        $3,937,680        $2,693,717
Net Income:
   Limited Partners         2,049,029           857,193         1,807,584         1,839,198           937,258
   General Partner            242,175           116,853           218,951           163,872            63,070
   Total                    2,291,204           974,046         2,026,535         2,003,070         1,000,328
Limited Partners' Net
   Income per Unit               5.66              2.37              5.00              5.08              2.59
Limited Partners' Cash
   Distributions per
     Unit                        4.62              2.01              6.41              5.76              2.18
Total Assets                3,401,746         2,810,167         2,621,540         3,176,745         3,374,612
Partners' Capital
   (Deficit):
   Limited Partners         3,203,658         2,826,629         2,701,436         3,212,852         3,456,654
   General Partner        (   254,807)      (   264,786)      (   302,054)      (   269,807)      (   290,773)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719


</TABLE>


                                      -32-
<PAGE>



<TABLE>

                                                 Selected Financial Data

                                                    II-C Partnership
                                                    ----------------
<CAPTION>

                              2003              2002             2001               2000              1999
                          ------------      ------------     ------------       ------------      ------------

<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $1,898,285        $1,284,421       $1,640,398         $1,856,040        $1,296,468
Net Income:
   Limited Partners         1,017,928           615,932          842,315            886,994           435,619
   General Partner            121,224            77,229          102,759            132,143            65,752
   Total                    1,139,152           693,161          945,074          1,019,137           501,371
Limited Partners' Net
   Income per Unit               6.58              3.98             5.45               5.74              2.82
Limited Partners' Cash
   Distributions per
     Unit                        5.42              3.26             8.86               5.90              2.53
Total Assets                1,645,411         1,391,833        1,238,646          1,771,934         1,804,785
Partners' Capital
   (Deficit):
   Limited Partners         1,549,381         1,370,453        1,258,521          1,786,206         1,811,212
   General Partner        (   106,418)      (    98,831)     (   130,178)       (   105,478)      (   119,145)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621


</TABLE>



                                      -33-
<PAGE>


<TABLE>

                                                 Selected Financial Data

                                                    II-D Partnership
                                                    ----------------
<CAPTION>

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,898,950        $2,856,941        $3,581,469        $3,757,651        $2,598,616
Net Income:
   Limited Partners         1,936,342         2,391,740         1,608,081         2,287,970           640,655
   General Partner            243,043           283,947           209,788           291,859           106,047
   Total                    2,179,385         2,675,687         1,817,869         2,579,829           746,702
Limited Partners' Net
   Income per Unit               6.15              7.60              5.11              7.27              2.03
Limited Partners' Cash
   Distributions per
     Unit                        5.00              6.46             10.91              5.59              2.60
Total Assets                3,360,141         2,915,283         2,418,532         4,271,202         3,740,589
Partners' Capital
   (Deficit):
   Limited Partners         3,055,082         2,695,740         2,339,000         4,167,919         3,639,949
   General Partner        (   190,287)      (    76,044)      (   238,692)      (   180,437)      (   236,260)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878


</TABLE>



                                      -34-
<PAGE>



<TABLE>

                                                 Selected Financial Data

                                                    II-E Partnership
                                                    ----------------
<CAPTION>

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,747,176        $1,954,057        $2,561,210        $2,760,885        $1,810,725
Net Income:
   Limited Partners         1,512,784           892,565         1,085,511         1,504,695           588,127
   General Partner            181,131           115,203           149,947           200,766            76,030
   Total                    1,693,915         1,007,768         1,235,458         1,705,461           664,157
Limited Partners' Net
   Income per Unit               6.61              3.90              4.74              6.58              2.57
Limited Partners' Cash
   Distributions per
     Unit                        6.01              2.33              8.82              6.52              3.55
Total Assets                2,622,429         2,385,354         2,084,248         2,908,582         3,021,570
Partners' Capital
   (Deficit):
   Limited Partners         2,519,551         2,380,767         2,021,202         2,953,691         2,941,996
   General Partner        (   129,173)      (   131,864)      (   162,380)      (   133,047)      (   162,586)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821


</TABLE>


                                      -35-
<PAGE>



<TABLE>

                                                 Selected Financial Data

                                                    II-F Partnership
                                                    ----------------
<CAPTION>

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,639,281        $1,900,007        $2,487,886        $2,313,259        $1,665,336
Net Income:
   Limited Partners         1,593,959           987,108         1,345,727         1,405,133           615,301
   General Partner            189,788           129,511           177,055           175,647            98,196
   Total                    1,783,747         1,116,619         1,522,782         1,580,780           713,497
Limited Partners' Net
   Income per Unit               9.30              5.76              7.85              8.20              3.59
Limited Partners' Cash
   Distributions per
     Unit                        8.94              4.96             11.09              7.49              4.25
Total Assets                2,310,868         2,153,885         1,970,061         2,513,797         2,393,651
Partners' Capital
   (Deficit):
   Limited Partners         2,217,486         2,155,527         2,017,419         2,573,692         2,451,559
   General Partner        (    91,417)      (    95,526)      (   118,848)      (   101,577)      (   112,893)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400


</TABLE>



                                      -36-
<PAGE>


<TABLE>

                                                 Selected Financial Data

                                                    II-G Partnership
                                                    ----------------
<CAPTION>

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $5,605,691        $4,023,806        $5,285,009        $4,915,575        $3,527,599
Net Income:
   Limited Partners         3,393,388         2,092,430         2,861,002         2,967,172         1,382,389
   General Partner            404,263           274,972           376,956           371,389            99,665
   Total                    3,797,651         2,367,402         3,237,958         3,338,561         1,482,054
Limited Partners' Net
   Income per Unit               9.12              5.62              7.69              7.97              3.71
Limited Partners' Cash
   Distributions per
     Unit                        8.73              4.95             11.06              7.47              4.24
Total Assets                4,950,432         4,606,106         4,259,746         5,385,526         5,174,834
Partners' Capital
   (Deficit):
   Limited Partners         4,646,824         4,501,436         4,251,006         5,504,004         5,317,832
   General Partner        (    87,509)      (    97,205)      (   146,206)      (   212,913)      (   266,026)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189           372,189


</TABLE>



                                      -37-
<PAGE>


<TABLE>

                                                 Selected Financial Data
<CAPTION>

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

                              2003              2002              2001              2000              1999
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,335,792        $  954,336        $1,257,427        $1,162,286        $  836,927
Net Income:
   Limited Partners           786,078           474,052           660,235           722,427           319,698
   General Partner             93,794            62,658            87,334            56,035            23,260
   Total                      879,872           536,710           747,569           778,462           342,958
Limited Partners' Net
   Income per Unit               8.57              5.17              7.20              7.88              3.49
Limited Partners' Cash
   Distributions per
     Unit                        8.13              4.41             10.35              7.25              4.06
Total Assets                1,176,280         1,086,200           992,829         1,278,287         1,215,782
Partners' Capital
   (Deficit):
   Limited Partners         1,131,879         1,090,801         1,021,749         1,311,514         1,254,087
   General Partner        (    51,046)      (    53,547)      (    65,089)      (    54,632)      (    66,614)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

</TABLE>


                                      -38-
<PAGE>






ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

      Use of Forward-Looking Statements and Estimates

      This Annual Report contains certain forward-looking  statements. The words
"anticipate,"  "believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements.  Such statements reflect  management's current views with respect to
future  events and  financial  performance.  This Annual  Report  also  includes
certain information which is, or is based upon, estimates and assumptions.  Such
estimates and assumptions  are  management's  efforts to accurately  reflect the
condition and operation of the Partnerships.

      Use of  forward-looking  statements and estimates and assumptions  involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve  information,  the operating risk
associated with oil and gas properties  (including the risk of personal  injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination,  and other  operating  risks),  the  prospect of changing tax and
regulatory laws, the availability and capacity of processing and  transportation
facilities,  the  general  economic  climate,  the  supply  and price of foreign
imports of oil and gas, the level of consumer product demand,  and the price and
availability  of  alternative  fuels.  Should  one or more  of  these  risks  or
uncertainties  occur  or  should  estimates  or  underlying   assumptions  prove
incorrect,  actual  conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis  of  results  of  operations  provided  below.  The  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:




                                      -39-
<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;
     *    The availability of pipelines for transportation; and
     *    Domestic and foreign government regulations and taxes.

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



                                      -40-
<PAGE>



      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, 2003 as compared to the year ended  December  31, 2002 and for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,798,560  (47.6%) in 2003 as compared
to  2002.  Of  this  increase,   approximately   (i)  $338,000  and  $1,510,000,
respectively,  were related to  increases  in the average  prices of oil and gas
sold and (ii)  $241,000  was  related to an increase in the volumes of oil sold.
These increases were partially  offset by a decrease of  approximately  $290,000
related to a decrease  in  volumes  of gas sold.  Volumes of oil sold  increased
10,297  barrels,  while  volumes of gas sold  decreased  104,306  Mcf in 2003 as
compared to 2002.  The increase in volumes of oil sold was  primarily due to (i)
an  increase  in  production  on one  significant  well  due  to the  successful
recompletion  of that well during mid 2002,  (ii) an increase in  production  on
another  significant well due to the successful workover of that well during mid
2003, and (iii) a positive prior period volume  adjustment made by the purchaser
on another significant well during 2003. The decrease in volumes of gas 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
2003.  Average oil and gas prices  increased  to $27.97 per barrel and $4.88 per
Mcf,  respectively,   in  2003  from  $23.42  per  barrel  and  $2.78  per  Mcf,
respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$9,595 gain on such sales.  Sales of oil and gas properties during 2002 resulted
in the II-A Partnership recognizing similar gains of $193,272.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $108,849 (7.2%) in 2003 as compared to 2002. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2002, (ii) a



                                      -41-
<PAGE>



decrease in lease operating expenses  associated with the decrease in volumes of
gas sold, and (iii) a negative prior period lease operating  expense  adjustment
made by the operator on one significant  well during 2003.  These decreases were
partially  offset by (i) an increase in  production  taxes  associated  with the
increase  in oil  and  gas  sales,  (ii)  a  partial  reversal  during  2002  of
approximately  $22,000 (due to a partial  post-judgment  settlement) of a charge
previously  accrued for a judgment,  and (iii) workover expenses incurred on one
significant  well  during  2003.  As a  percentage  of oil and gas sales,  these
expenses decreased to 25.2% in 2003 from 40.1% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $50,295  (19.2%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2002 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
2003.  As a percentage of oil and gas sales,  this expense  decreased to 3.8% in
2003  from 6.9% in 2002.  This  percentage  decrease  was  primarily  due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.1% in 2003 from 14.7% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $57,992,357 or 119.75% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $1,030,529  (21.4%) in 2002 as compared
to 2001. Of this decrease, approximately $1,106,000 was related to a decrease in
the  average  price of gas  sold,  which  decrease  was  partially  offset by an
increase  of  approximately  $195,000  related to an  increase in volumes of gas
sold.  Volumes of oil sold decreased  3,503  barrels,  while volumes of gas sold
increased 47,332 Mcf in 2002 as compared to 2001. The increase in volumes of gas
sold was primarily due to (i) a negative  prior period gas balancing  adjustment
on one  significant  well  during 2001 and (ii) an  increase  in  production  on
another significant well due to the successful workover of that well during late
2001 and early 2002. These increases were partially offset by normal declines in
production. Average oil and gas prices decreased to



                                      -42-
<PAGE>



$23.42  per  barrel  and $2.78 per Mcf,  respectively,  in 2002 from  $23.99 per
barrel and $4.12 per Mcf, respectively, in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$193,272  gain on such  sales.  Sales  of oil and  gas  properties  during  2001
resulted in the II-A Partnership recognizing similar gains of $137,823.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $309,429 (16.9%) in 2002 as compared to 2001. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2001, (ii) positive prior period lease operating expense adjustments made
by the  operator on several  wells  during  2001,  and (iii) a partial  reversal
during 2002 of approximately $22,000 (due to a partial post-judgment settlement)
of a charge  previously  accrued for a judgment.  These decreases were partially
offset by  workover  expenses  incurred  on  several  wells  during  2002.  As a
percentage of oil and gas sales,  these expenses increased to 40.1% in 2002 from
37.9% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $511,014  (66.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 2001 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
2002.  As a percentage of oil and gas sales,  this expense  decreased to 6.9% in
2002 from 16.1% in 2001.  This  percentage  decrease  was  primarily  due to the
dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $6,689 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 2002 from 11.4% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,244,308  (47.6%) in 2003 as compared
to 2002. Of this increase, approximately $224,000 and $1,080,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $135,000 related
to a decrease in volumes of gas sold. Volumes of oil sold



                                      -43-
<PAGE>



increased 3,109 barrels,  while volumes of gas sold decreased 49,577 Mcf in 2003
as compared to 2002.  Average oil and gas prices  increased to $29.33 per barrel
and $4.69 per Mcf,  respectively,  in 2003 from  $24.21 per barrel and $2.72 per
Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $23,652 (2.3%) in 2003 as compared to 2002.  This
decrease was primarily due to workover expenses incurred on several wells during
2002,  which  decrease was partially  offset by an increase in production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 25.9% in 2003 from 39.1% in 2002.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $64,625  (29.5%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) one significant well being fully depleted
in 2002 due to the lack of remaining  economically  recoverable  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 4.0% in 2003 from
8.4% in 2002. This percentage decrease was primarily due to (i) the increases in
the  average  prices  of oil and gas  sold  and  (ii)  the  dollar  decrease  in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
11.0% in 2003 from 16.1% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $41,728,916 or 115.36% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $1,064,799  (29.0%) in 2002 as compared
to 2001. Of this decrease,  approximately (i) $966,000 was related to a decrease
in the average  price of gas sold and (ii) $213,000 was related to a decrease in
volumes of oil sold.  These  decreases were  partially  offset by an increase of
approximately $120,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased 8,759 barrels, while volumes of gas sold increased 27,736 Mcf
in 2002 as compared to 2001.  The decrease in volumes of oil sold was  primarily
due to (i) normal declines in production and (ii) a positive prior



                                      -44-
<PAGE>



period volume  adjustment  made by the operator on one  significant  well during
2001.  Average oil and gas prices  decreased  to $24.21 per barrel and $2.72 per
Mcf,  respectively,   in  2002  from  $24.36  per  barrel  and  $4.34  per  Mcf,
respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $31,497 (3.0%) in 2002 as compared to 2001.  This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales,  (ii) positive  prior period lease  operating
expense adjustments made by the operator on several wells during 2001, and (iii)
workover  expenses  incurred on several wells during 2001.  These decreases were
partially  offset by workover  expenses  incurred on several  other wells during
2002. As a percentage of oil and gas sales, these expenses increased to 39.1% in
2002 from 28.6% in 2001.  This  percentage  increase  was  primarily  due to the
decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $17,552  (8.7%)  in 2002 as  compared  to  2001.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2002 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by upward revisions in the estimates of remaining oil and gas reserves at
December 31, 2002. As a percentage of oil and gas sales,  this expense increased
to 8.4% in 2002 from 5.5% in 2001. This percentage increase was primarily due to
the decreases in the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $5,269 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 16.1% in 2002 from 11.3% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $613,864 (47.8%) in 2003 as compared to
2002. Of this increase,  approximately $77,000 and $577,000,  respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a  decrease  of  approximately  $77,000  related to a
decrease in volumes of gas sold.  Volumes of oil sold  increased  1,455 barrels,
while volumes of gas sold decreased  28,291 Mcf in 2003 as compared to 2002. The
increase in volumes of oil sold was  primarily  due to an increase in production
on one significant  well due to the successful  workover of that well during mid
2003.



                                      -45-
<PAGE>



The decrease in volumes of gas sold was primarily due to (i) normal  declines in
production  and (ii) a  positive  prior  period  volume  adjustment  made by the
purchaser  on one  significant  well  during  2002.  Average  oil and gas prices
increased  to $29.48 per barrel  and $4.54 per Mcf,  respectively,  in 2003 from
$24.59 per barrel and $2.71 per Mcf, respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-C
Partnership  sold certain oil and gas  properties  during 2003 and  recognized a
$768 gain on such sales. Sales of oil and gas properties during 2002 resulted in
the II-C Partnership recognizing similar gains of $120,063.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $52,565 (12.2%) in 2003 as compared to 2002. This
increase was primarily due to an increase in production  taxes  associated  with
the increase in oil and gas sales.  As a percentage of oil and gas sales,  these
expenses decreased to 25.5% in 2003 from 33.6% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $5,862(6.5%)  in 2003 as compared to 2002. As a percentage of oil and
gas  sales,  this  expense  decreased  to 4.4% in 2003 from  7.0% in 2002.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      General and  administrative  expenses  increased  $2,655 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.2% in 2003 from 14.9% in 2002. This percentage  decrease was primarily due
to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $19,516,686 or 126.22% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $355,977 (21.7%) in 2002 as compared to
2001. Of this decrease,  approximately $547,000 was related to a decrease in the
average price of gas sold, which decrease was partially offset by an increase of
approximately $179,000 related to an increase in volumes of gas sold. Volumes of
oil and gas sold increased 317 barrels and 41,569 Mcf, respectively,  in 2002 as
compared to 2001.  The increase in volumes of gas sold was  primarily due to (i)
negative prior period gas balancing  adjustments on two significant wells during
2001, (ii) an increase in production on one significant well due



                                      -46-
<PAGE>



to the  successful  workover of that well  during late 2001 and early 2002,  and
(iii) a positive prior period volume adjustment made by the purchaser on another
significant well during 2002.  Average oil prices increased to $24.59 per barrel
in 2002 from $24.28 per barrel in 2001.  Average gas prices  decreased  to $2.71
per Mcf in 2002 from $4.30 per Mcf in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-C
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$120,063  gain on such  sales.  Sales  of oil and  gas  properties  during  2001
resulted in the II-C Partnership recognizing similar gains of $21,996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) remained  relatively  constant in 2002 as compared to 2001. A
decrease in production  taxes  associated with the decrease in oil and gas sales
was substantially  offset by workover expenses incurred on two significant wells
during 2002. As a percentage of oil and gas sales,  these expenses  increased to
33.6% in 2002 from 26.6% in 2001. This percentage  increase was primarily due to
the decrease in the average price of gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $14,715  (14.1%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves at  December  31,  2002.  This  decrease  was  partially  offset by the
increases in volumes of oil and gas sold.  As a percentage of oil and gas sales,
this expense increased to 7.0% in 2002 from 6.4% in 2001.

      General and  administrative  expenses  increased  $2,651 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.9% in 2002 from 11.5% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,042,009  (36.5%) in 2003 as compared
to 2002. Of this increase, approximately $127,000 and $1,288,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $183,000 and
$190,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold   decreased   7,868  barrels  and  71,127  Mcf,
respectively, in 2003 as compared to



                                      -47-
<PAGE>



2002. The decrease in volumes of oil sold was primarily due to (i) a substantial
decline  in  production  during  2003  on one  significant  well  following  the
initially  high  production  after  completion of that well during late 2001 and
mechanical  problems  occurring  on that same well and (ii)  normal  declines in
production.  The well with a substantial  decline in production  experienced  an
increase in  production  during late 2003  following  successful  repairs of its
mechanical  problems.  The decrease in volumes of gas sold was  primarily due to
(i) the sale of several wells during late 2002 and (ii) the  shutting-in  of one
significant  well  during  2003 due to high  well  pressure.  The  shut-in  well
returned to production in late 2003.  These  decreases were partially  offset by
positive prior period volume adjustments made by the operator on two significant
wells during 2003. Average oil and gas prices increased to $28.65 per barrel and
$4.45 per Mcf,  respectively,  in 2003 from $23.24 per barrel and $2.67 per Mcf,
respectively, in 2002.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2003 and recognized an
$8,060 gain on such sales.  Sales of oil and gas properties during 2002 resulted
in the II-D Partnership recognizing similar gains of $1,256,405.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $189,504 (21.4%) in 2003 as compared to 2002. 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 2003,  and (iii) a positive  prior period lease  operating
expense  adjustment  made by the operator on one  significant  well during 2003.
These  increases  were  partially  offset by (i) a decrease  in lease  operating
expenses  associated  with the decreases in volumes of oil and gas sold and (ii)
workover  expenses incurred on several wells during 2002. As a percentage of oil
and gas sales,  these  expenses  decreased  to 27.6% in 2003 from 31.0% in 2002.
This  percentage  decrease  was  primarily  due to the  increases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $95,363  (51.4%)  in 2003 as  compared  to 2002.  This  increase  was
primarily due to (i) an increase in depletable oil and gas properties  primarily
due to recompletion  activities on one significant well during 2003 and (ii) the
abandonment  of another  significant  well during 2003 due to severe  mechanical
problems.  These increases were partially offset by (i) the decreases in volumes
of oil and gas sold and (ii) upward  revisions in the estimates of remaining oil
and gas  reserves at December 31,  2003.  As a percentage  of oil and gas sales,
this  expense  increased  to 7.2% in 2003  from  6.5% in 2002.  This  percentage
increase was primarily due to the dollar  increase in  depreciation,  depletion,
and amortization of oil and gas properties.



                                      -48-
<PAGE>




      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2003 from 12.9% in 2002.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $40,913,903 or 129.94% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $724,528 (20.2%) in 2002 as compared to
2001. Of this  decrease,  approximately  $1,387,000 was related to a decrease in
the average price of gas sold.  This decrease was partially  offset by increases
of approximately  $282,000 and $367,000,  respectively,  related to increases in
volumes  of oil and gas  sold.  Volumes  of oil and gas  sold  increased  12,380
barrels and 82,983 Mcf, respectively,  in 2002 as compared to 2001. The increase
in volumes of oil sold was primarily due to the  successful  completion of a new
well during late 2001.  The increase in volumes of gas sold was primarily due to
(i) negative  prior period gas balancing  adjustments on two  significant  wells
during 2001,  (ii) the successful  completion of two new wells during late 2001,
and  (iii)  an  increase  in  production  on  one  significant  well  due to the
successful  workover  of that  well  during  late  2001.  These  increases  were
partially  offset  by (i)  normal  declines  in  production  and  (ii)  the II-D
Partnership  receiving a reduced percentage of sales on another significant well
during  2002  due to gas  balancing.  As of the  date  of  this  Annual  Report,
management  does not expect the gas  balancing  adjustment  to continue  for the
foreseeable  future.  Average oil prices  increased to $23.24 per barrel in 2002
from $22.78 per barrel in 2001. Average gas prices decreased to $2.67 per Mcf in
2002 from $4.42 per Mcf in 2001.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2002 and  recognized a
$1,256,405  gain on such  sales.  Sales of oil and gas  properties  during  2001
resulted in the II-D Partnership recognizing similar gains of $112,686.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $310,843 (26.0%) in 2002 as compared to 2001. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 2001, (ii) a one-time  litigation expense and settlement payment incurred
in  connection  with a  plugged  well  during  2001,  and  (iii) a  decrease  in
production  taxes  associated  with the  decrease  in oil and gas  sales.  These
decreases were partially offset by an increase in



                                      -49-
<PAGE>



lease operating expenses associated with the increases in volumes of oil and gas
sold. As a percentage of oil and gas sales, these expenses decreased to 31.0% in
2002 from 33.4% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $159,295  (46.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) one  significant  well being fully  depleted in 2001 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
2002.  These decreases were partially  offset by the increases in volumes of oil
and gas sold.  As a percentage of oil and gas sales,  this expense  decreased to
6.5% in 2002 from 9.6% in 2001.  This  percentage  decrease was primarily due to
the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $4,371 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 12.9% in 2002 from 10.2% in 2001.  This  percentage  was primarily due to the
decreased in oil and gas sales.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $793,119 (40.6%) in 2003 as compared to
2002. Of this increase,  approximately $98,000 and $858,000,  respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $104,000  related to a
decrease  in volumes of oil sold.  Volumes of oil and gas sold  decreased  4,295
barrels and 20,856 Mcf, respectively,  in 2003 as compared to 2002. 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 2003. The decrease in volumes of gas sold was primarily
due to (i) a positive  prior period volume  adjustment  made by the purchaser on
one significant well during 2002 and (ii) the shutting-in of another significant
well due to high well  pressure  during  2003.  The  shut-in  well  returned  to
production  in late 2003.  Average  oil and gas prices  increased  to $29.32 per
barrel and $4.68 per Mcf, respectively, in 2003 from $24.19 per barrel and $2.84
per Mcf, respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $136,660 (25.9%) in 2003 as compared to 2002. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil



                                      -50-
<PAGE>



and gas sales, (ii) positive prior period lease operating expense adjustments on
two significant  wells during 2003, and (iii) workover  expenses incurred on one
significant  well  during  2003.  As a  percentage  of oil and gas sales,  these
expenses decreased to 24.2% in 2003 from 27.0% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $25,478  (15.7%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2003. As a percentage of oil and gas sales,  this expense  decreased to 5.0%
in 2003 from 8.3% in 2002.  This  percentage  decrease was  primarily due to the
increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002.  As a percentage  of oil and gas sales,  these  expenses  decreased to
10.2% in 2003 from 14.2% in 2002. This percentage  decrease was primarily due to
the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $28,701,574 or 125.43% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $607,153 (23.7%) in 2002 as compared to
2001. Of this decrease,  approximately $581,000 was related to a decrease in the
average price of gas sold. Volumes of oil and gas sold decreased 638 barrels and
1,799 Mcf,  respectively,  for 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to a positive prior period volume  adjustment made
by the purchaser on one significant well during 2001. The decrease in volumes of
gas  sold  was  primarily  due to  the  II-E  Partnership  receiving  a  reduced
percentage of sales on one  significant  well during 2002 due to gas  balancing.
This  decrease  was  substantially  offset by a  positive  prior  period  volume
adjustment made by the purchaser on another  significant well during 2002. As of
the date of this Annual  Report,  management  does not expect the gas  balancing
adjustment to continue for the  foreseeable  future.  Average oil and gas prices
decreased  to $24.19 per barrel  and $2.84 per Mcf,  respectively,  in 2002 from
$24.32 per barrel and $4.03 per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $290,423 (35.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a



                                      -51-
<PAGE>



one-time litigation expense and settlement payment incurred in connection with a
plugged well during  2001,  (ii)  workover  expenses  incurred on several  wells
during  2001,  and (iii) a decrease  in  production  taxes  associated  with the
decrease  in oil and gas sales.  As a  percentage  of oil and gas  sales,  these
expenses decreased to 27.0% in 2002 from 32.0% in 2001. This percentage decrease
was primarily due to the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $149,405  (47.9%) in 2002 as  compared  to 2001.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves  at December  31,  2002.  As a  percentage  of oil and gas sales,  this
expense  decreased to 8.3% in 2002 from 12.2% in 2001. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization.

      General and  administrative  expenses  increased  $5,299 (1.9%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.2% in 2002 from 10.7% in 2001. This percentage  increase was primarily due
to the decrease in oil and gas sales.



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

                      Year Ended December 31, 2003 Compared
                         to Year Ended December 31, 2002
                      -------------------------------------

      Total oil and gas sales increased  $739,274 (38.9%) in 2003 as compared to
2002. Of this increase,  approximately $115,000 and $722,000, respectively, were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  3,066 barrels and 9,103 Mcf,  respectively,  in 2003 as
compared  to 2002.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.37
per Mcf,  respectively,  in 2003  from  $23.78  per  barrel  and  $2.74 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $151,221 (35.8%) in 2003 as compared to 2002. 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 2003. As a percentage of oil and gas sales,  these expenses
decreased to 21.7% in 2003 from 22.2% in 2002.



                                      -52-
<PAGE>




      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $66,031  (32.8%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to lack of remaining economically  recoverable reserves. As
a percentage of oil and gas sales,  this expense  decreased to 5.1% in 2003 from
10.6% in 2002.  This  percentage  decrease was  primarily  due to (i) the dollar
decrease in depreciation,  depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 8.1%
in 2003 from 11.2% in 2002.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $23,323,051 or 136.07% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $587,879 (23.6%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $456,000 was related to a decrease in
the  average  price of gas sold and (ii)  $74,000  was  related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  3,071  barrels and
13,856 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was  primarily due to (i) positive  prior period volume  adjustments
made by the  purchasers  on two  significant  wells  during 2001 and (ii) normal
declines  in  production.  Average  oil and gas prices  decreased  to $23.78 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.75
per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $81,896 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 22.2% in 2002 from 20.3% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $90,794  (31.1%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and



                                      -53-
<PAGE>



gas sold. As a percentage of oil and gas sales,  this expense decreased to 10.6%
in 2002 from 11.7% in 2001.

      General and  administrative  expenses  increased  $4,531 (2.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 11.2% in 2002 from 8.4% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.



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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $1,581,885  (39.3%) in 2003 as compared
to 2002. Of this increase, approximately $241,000 and $1,543,000,  respectively,
were related to increases in the average prices of oil and gas sold.  Volumes of
oil and gas sold decreased 6,422 barrels and 17,793 Mcf,  respectively,  in 2003
as compared to 2002.  The decrease in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf,  respectively,  in 2003  from  $23.77  per  barrel  and  $2.74 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $320,968 (35.7%) in 2003 as compared to 2002. 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 2003. As a percentage of oil and gas sales,  these expenses
decreased to 21.8% in 2003 from 22.4% in 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $141,446  (32.8%) in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 5.2% in 2003
from 10.7% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation,  depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 7.8%
in 2003 from 10.8% in 2002.



                                      -54-
<PAGE>



This percentage decrease was primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $48,667,371 or 130.76% of Limited Partners' capital contributions.


                     Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $1,261,203  (23.9%) in 2002 as compared
to 2001. Of this decrease,  approximately (i) $972,000 was related to a decrease
in the average  price of gas sold and (ii) $154,000 was related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  6,431  barrels and
32,436 Mcf,  respectively,  in 2002 as compared to 2001. The decrease in volumes
of oil sold was  primarily due to (i) positive  prior period volume  adjustments
made by the  purchasers  on two  significant  wells  during 2001 and (ii) normal
declines  in  production.  Average  oil and gas prices  decreased  to $23.77 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.76
per Mcf, respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $175,399 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased to 22.4% in 2002 from 20.4% in 2001.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $195,864  (31.2%) in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  decreased
to 10.7% in 2002 from 11.9% in 2001. This percentage  decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $6,917 (1.6%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 10.8% in 2002 from 8.1% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.




                                      -55-
<PAGE>




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

                     Year Ended December 31, 2003 Compared
                        to Year Ended December 31, 2002
                    --------------------------------------

      Total oil and gas sales increased  $381,456 (40.0%) in 2003 as compared to
2002. Of this increase,  approximately $56,000 and $370,000,  respectively, were
related to increases in the average  prices of oil and gas sold.  Volumes of oil
and gas sold  decreased  1,495 barrels and 3,319 Mcf,  respectively,  in 2003 as
compared  to 2002.  The  decrease  in volumes of oil sold was  primarily  due to
normal declines in production, which decrease was partially offset by a positive
prior period  volume  adjustment  made by the operator on one  significant  well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf,  respectively,  in 2003  from  $23.77  per  barrel  and  $2.75 per Mcf,
respectively, in 2002.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $78,051 (35.9%) in 2003 as compared to 2002. 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 2003. As a percentage of oil and gas sales,  these expenses
decreased to 22.1% in 2003 from 22.8% in 2002.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $32,521  (32.1%)  in 2003 as  compared  to 2002.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  2003 and (ii) two  significant  wells  being  fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage  of oil and gas sales,  this  expense  decreased to 5.1% in 2003
from 10.6% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation,  depletion, and amortization and (ii) the increases in
the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2003 from 13.1% in 2002.  This  percentage  decrease was primarily due to the
increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2003 totaling $11,309,364 or 123.32% of Limited Partners' capital contributions.



                                      -56-
<PAGE>



                    Year Ended December 31, 2002 Compared
                        to Year Ended December 31, 2001
                    --------------------------------------

      Total oil and gas sales decreased  $303,091 (24.1%) in 2002 as compared to
2001. Of this decrease,  approximately (i) $235,000 was related to a decrease in
the  average  price of gas sold and (ii)  $35,000  was  related to a decrease in
volumes of oil sold.  Volumes of oil and gas sold  decreased  1,477  barrels and
7,677 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of
oil sold was primarily due to (i) positive prior period volume  adjustments made
by the purchasers on two significant  wells during 2001 and (ii) normal declines
in  production.  Average oil and gas prices  decreased  to $23.77 per barrel and
$2.75 per Mcf,  respectively,  in 2002 from $24.01 per barrel and $3.77 per Mcf,
respectively, in 2001.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $43,314 (16.6%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells  during  2001.  As a  percentage  of oil and  gas  sales,  these  expenses
increased  to 22.8% in 2002 from 20.7% in 2001.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $46,729  (31.6%)  in 2002 as  compared  to 2001.  This  decrease  was
primarily due to (i) several  wells being fully  depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales,  this expense  decreased
to 10.6% in 2002 from 11.8% in 2001. This percentage  decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $3,588 (3.0%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 13.1% in 2002 from 9.6% in 2001. This  percentage  increase was primarily due
to the decrease in oil and gas sales.


      Average Sales Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons  of the annual  average oil and gas
sales prices,  production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2003,  2002, and 2001.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                      -57-
<PAGE>




                             2003 Compared to 2002
                             ---------------------

                             Average Sales Prices
---------------------------------------------------------------------------
P/ship               2003                    2002               % Change
------         ----------------        ----------------        ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------      ---      ---

 II-A          $27.97      $4.88       $23.42      $2.78       19%      76%
 II-B           29.33       4.69        24.21       2.72       21%      72%
 II-C           29.48       4.54        24.59       2.71       20%      68%
 II-D           28.65       4.45        23.24       2.67       23%      67%
 II-E           29.32       4.68        24.19       2.84       21%      65%
 II-F           28.40       4.37        23.78       2.74       19%      59%
 II-G           28.40       4.38        23.77       2.74       19%      60%
 II-H           28.40       4.38        23.77       2.75       19%      59%

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2003                      2002               % Change
------       -----------------         -----------------       --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------      -------       ------     -------      ------   -----

 II-A        74,313      717,179       64,016     821,485       16%     (13%)
 II-B        43,725      548,582       40,616     598,159        8%     ( 8%)
 II-C        15,806      315,371       14,351     343,662       10%     ( 8%)
 II-D        23,482      724,786       31,350     795,913      (25%)    ( 9%)
 II-E        19,131      467,472       23,426     488,328      (18%)    ( 4%)
 II-F        24,828      442,255       27,894     451,358      (11%)    ( 2%)
 II-G        52,045      941,870       58,467     959,663      (11%)    ( 2%)
 II-H        12,082      226,604       13,577     229,923      (11%)    ( 1%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2003     2002     % Change
                    ------    -----    -----     --------

                     II-A     $7.26    $7.55       ( 4%)
                     II-B      7.39     7.28         2%
                     II-C      7.09     6.03        18%
                     II-D      7.46     5.40        38%
                     II-E      6.85     5.04        36%
                     II-F      5.82     4.09        42%
                     II-G      5.84     4.12        42%
                     II-H      5.92     4.19        41%



                                      -58-
<PAGE>




                             2002 Compared to 2001
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship               2002                     2001              % Change
------         ----------------        ----------------        -------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------      ----    -----

 II-A          $23.42      $2.78       $23.99      $4.12       (2%)    (33%)
 II-B           24.21       2.72        24.36       4.34       (1%)    (37%)
 II-C           24.59       2.71        24.28       4.30        1%     (37%)
 II-D           23.24       2.67        22.78       4.42        2%     (40%)
 II-E           24.19       2.84        24.32       4.03       (1%)    (30%)
 II-F           23.78       2.74        24.00       3.75       (1%)    (27%)
 II-G           23.77       2.74        24.00       3.76       (1%)    (27%)
 II-H           23.77       2.75        24.01       3.77       (1%)    (27%)

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2002                      2001               % Change
------       -----------------         -----------------       --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------      -------       ------     -------      ------   -----

 II-A        64,016      821,485       67,519     774,153      ( 5%)      6%
 II-B        40,616      598,159       49,375     570,423      (18%)      5%
 II-C        14,351      343,662       14,034     302,093        2%      14%
 II-D        31,350      795,913       18,970     712,930       65%      12%
 II-E        23,426      488,328       24,064     490,127      ( 3%)      -
 II-F        27,894      451,358       30,965     465,214      (10%)    ( 3%)
 II-G        58,467      959,663       64,898     992,099      (10%)    ( 3%)
 II-H        13,577      229,923       15,054     237,600      (10%)    ( 3%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2002     2001     % Change
                    ------    -----    -----     --------

                     II-A     $7.55    $9.29       (19%)
                     II-B      7.28     7.29         -
                     II-C      6.03     6.77       (11%)
                     II-D      5.40     8.69       (37%)
                     II-E      5.04     7.74       (34%)
                     II-F      4.09     4.64       (12%)
                     II-G      4.12     4.67       (12%)
                     II-H      4.19     4.77       (12%)




                                      -59-
<PAGE>




      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are improved, where methods are employed to permit more efficient recovery
of  reserves,  or  where  identified   developmental  drilling  or  recompletion
opportunities  are pursued,  thereby  resulting in a positive  economic  impact.
Assuming  2003  production  levels for future  years,  the  Partnerships  proved
reserve  quantities  at  December  31, 2003 would have the  following  remaining
lives:

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

                     II-A               9.2              7.8
                     II-B               9.2             10.3
                     II-C              11.0             10.6
                     II-D              12.2              8.8
                     II-E              10.7              9.7
                     II-F               8.6             11.9
                     II-G               8.7             11.9
                     II-H               8.8             11.9

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,
2003 may cause an increase or decrease in the estimated life of said reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas  production.  During 2003,  2002, and 2001 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:




                                      -60-
<PAGE>





      Partnership          2003              2002              2001
      -----------        --------          --------          --------

          II-A           $102,903          $137,449          $149,585
          II-B             24,971            14,939           492,951
          II-C             24,478             9,993            82,009
          II-D            153,431           116,640           169,317
          II-E             24,348           198,005            51,785
          II-F             41,415            93,456           118,663
          II-G             93,448           197,745           254,554
          II-H             24,574            46,750            61,632

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 2003, 2002,
and 2001.  The sale of the  Partnerships'  properties  were made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs.  Net  proceeds  from  the  sale of any  such  properties  were
distributed  to  the  Partnerships  and  included  in  the  calculation  of  the
Partnerships'  cash  distributions  for the quarter  immediately  following  the
Partnerships' receipt of the proceeds. The amount of such proceeds from the sale
of oil and gas properties during 2003, 2002, and 2001, were as follows:

         Partnership          2003            2002              2001
         -----------        --------       ----------         ---------

            II-A            $  8,732       $  348,092          $  7,285
            II-B               1,968           32,406             1,187
            II-C                 739          122,540            21,996
            II-D               8,060        1,266,240           112,686
            II-E              22,535           22,188            61,553
            II-F              60,479           55,052            24,684
            II-G             127,575          115,148            52,882
            II-H              29,981           26,642            12,783

      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



                                      -61-
<PAGE>



not  replacing  production  through  acquisitions  of producing  properties  and
drilling.  The Partnerships' quantity of proved reserves has been reduced by the
sale of oil and gas  properties as described  above;  therefore,  it is possible
that the Partnerships'  future cash  distributions will decline as a result of a
reduction of the Partnerships' reserve base.

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the Partnership  Agreements.  However,  the 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  second  two-year  extension  thereby  extending  their
termination date to December 31, 2005. 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  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'



                                      -62-
<PAGE>



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 exceed its pro rata ownership in a well,  such
sales are recorded as revenues  unless  total sales from the well have  exceeded
the Partnership's share of estimated total gas reserves underlying the property,
at which time such excess is recorded as a liability.  The rates per Mcf used to
calculate  this  liability are based on the average gas prices  received for the
volumes at the time the  overproduction  occurred.  These rates also approximate
the  prices  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.



                                      -63-
<PAGE>




      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  On January 1, 2003,  the
Partnerships adopted FAS No. 143 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
in the following approximate amounts for each Partnership:


                                      Increase
                  Increase in       (Decrease) in
                  Capitalized       Net Income for
                  Cost of Oil       the Change in           Asset
                    and Gas           Accounting         Retirement
Partnership        Properties          Principle         Obligation
-----------       ------------      --------------       ----------

   II-A             $292,000           $ 6,000            $286,000
   II-B              212,000             4,000             208,000
   II-C               68,000               100              68,000
   II-D              181,000          (  2,000)            183,000
   II-E               98,000             3,000              95,000
   II-F              101,000             5,000              96,000
   II-G              218,000            10,000             208,000
   II-H               54,000             3,000              51,000

These amounts differ  significantly  from the estimates  disclosed in the Annual
Report on Form 10-K for the year ended  December  31,  2002 due to a revision of
the methodology  used in calculating  the change in capitalized  cost of oil and
gas properties.

      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, 2003,  the II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H
Partnerships recognized  approximately $12,000, $9,000, $3,000, $11,000, $5,000,
$5,000,  $10,000 and  $3,000,  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.



                                      -64-
<PAGE>




      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2003. 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.


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.



                                      -65-
<PAGE>




                                   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       52      President and Director

      Judy K. Fox           52      Secretary

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

      Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm,  Conner and  Winters,  where his  principal  practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State  University and a Juris  Doctorate  degree from the University of
Texas.  Mr.  Neill also serves as Senior  Vice  President  of Samson  Investment
Company and as President and Director of Samson Properties Incorporated,  Samson
Hydrocarbons Company, Dyco Petroleum  Corporation,  Berry 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 2003 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



                                      -66-
<PAGE>




      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  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 2003, 2002, and 2001, 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.



                                      -67-
<PAGE>




            Partnership        2003         2002          2001
            -----------      --------     --------      --------

               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 2003, 2002, and 2001:



                                      -68-
<PAGE>




<TABLE>


                                                  Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                         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)            2001       -         -           -            -             -           -          -
                        2002       -         -           -            -             -           -          -
                        2003       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $283,025     -           -            -             -           -          -
                        2002    $272,218     -           -            -             -           -          -
                        2003    $276,689     -           -            -             -           -          -

----------

(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>


                                      -69-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                             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)            2001        -           -           -            -             -             -           -
                        2002        -           -           -            -             -             -           -
                        2003        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $211,398       -           -            -             -             -           -
                        2002     $203,326       -           -            -             -             -           -
                        2003     $206,665       -           -            -             -             -           -

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


                                      -70-
<PAGE>


<TABLE>


                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                             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)            2001        -           -           -           -              -           -           -
                        2002        -           -           -           -              -           -           -
                        2003        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $90,362        -           -           -              -           -           -
                        2002     $86,912        -           -           -              -           -           -
                        2003     $88,339        -           -           -              -           -           -
----------
(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>


                                      -71-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                               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)            2001        -           -           -             -             -          -           -
                        2002        -           -           -             -             -          -           -
                        2003        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $184,022       -           -             -             -          -           -
                        2002     $176,995       -           -             -             -          -           -
                        2003     $179,902       -           -             -             -          -           -

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


                                      -72-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                          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)            2001        -          -          -             -              -           -           -
                        2002        -          -          -             -              -           -           -
                        2003        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $133,728      -          -             -              -           -           -
                        2002     $128,621      -          -             -              -           -           -
                        2003     $130,734      -          -             -              -           -           -

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



                                      -73-
<PAGE>
<TABLE>



                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                         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)            2001        -           -          -              -             -          -           -
                        2002        -           -          -              -             -          -           -
                        2003        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001     $100,169       -          -              -             -          -           -
                        2002     $ 96,344       -          -              -             -          -           -
                        2003     $ 97,927       -          -              -             -          -           -
----------
(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>


                                      -74-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                        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)            2001       -          -          -             -            -              -           -
                        2002       -          -          -             -            -              -           -
                        2003       -          -          -             -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $217,514      -          -             -            -              -           -
                        2002    $209,208      -          -             -            -              -           -
                        2003    $212,644      -          -             -            -              -           -

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


                                      -75-
<PAGE>



<TABLE>

                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2003
<CAPTION>

                                                                       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)            2001       -           -           -          -               -            -           -
                        2002       -           -           -          -               -            -           -
                        2003       -           -           -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2001    $53,599        -           -          -               -            -           -
                        2002    $51,552        -           -          -               -            -           -
                        2003    $52,399        -           -          -               -            -           -

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


                                      -76-
<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 March 3,  2004 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                            139,089 (28.7%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and                           139,089 (28.7%)
      the General Partner (4 persons)


II-B Partnership:
----------------
   Samson Resources Company                             97,314 (26.9%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   97,314 (26.9%)



                                      -77-
<PAGE>



II-C Partnership:
----------------
   Samson Resources Company                             51,453 (33.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   51,453 (33.3%)


II-D Partnership:
----------------
   Samson Resources Company                             91,332 (29.0%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   91,332 (29.0%)


II-E Partnership:
----------------
   Samson Resources Company                             71,683 (31.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   71,683 (31.3%)


II-F Partnership:
----------------
   Samson Resources Company                             46,356 (27.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   46,356 (27.1%)


II-G Partnership:
----------------
   Samson Resources Company                             77,712 (20.9%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   77,712 (20.9%)


II-H Partnership:
----------------
   Samson Resources Company                             27,714 (30.2%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   27,714 (30.2%)




                                      -78-
<PAGE>




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The General  Partner and certain of its  affiliates  engage in oil and gas
activities  independently  of the  Partnerships  which  result in  conflicts  of
interest that cannot be totally  eliminated.  The allocation of acquisition  and
drilling  opportunities and the nature of the compensation  arrangements between
the  Partnerships  and the General  Partner also create  potential  conflicts of
interest.  An affiliate of the Partnerships owns some of the Partnerships' Units
and  therefore  has an identity of interest  with other  Limited  Partners  with
respect to the operations of the Partnerships.

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

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

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



                                      -79-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2003 and 2002, each Partnership incurred the following audit fees:

                                                  2003        2002
                                                -------     -------

      Year-end audit per engagement letter      $19,250     $17,827
      1st quarter 10-Q review                       750         750
      2nd quarter 10-Q review                       750         750
      3rd quarter 10-Q review                       750         750

      Audit-Related Fees

      During 2003 and 2002 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 2003 and 2002 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  2003 and 2002 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.


      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.



                                      -80-
<PAGE>




                                    PART IV.


ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements, Financial Statement Schedules, and Exhibits.

      (1) Financial Statements: The following financial statements for the

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

          as  of  December  31, 2003 and 2002 and for each of the three years in
          the period ended December 31, 2003 are filed as part of this report:

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


      (2) Financial Statement Schedules:

          None.

      (3) Exhibits:

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

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



                                      -81-
<PAGE>



        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.

4.7     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.

4.8     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.

4.9     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.

*4.10   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 21,  2003,  for the Geodyne  Energy  Income
        Limited Partnership II-A.



                                      -82-
<PAGE>




4.11    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.

4.12    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.

4.13    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 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    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.

4.15    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.

*4.16   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-B.

4.17    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.

4.18    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.



                                      -83-
<PAGE>




4.19    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.

*4.20   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 21,  2003,  for the Geodyne  Energy  Income
        Limited Partnership II-B.

4.21    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.

4.22    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.

4.23    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.

4.24    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.

4.25    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.

*4.26   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-C.

4.27    Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited



                                      -84-
<PAGE>



        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.

4.28    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.

4.29    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.

*4.30   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 21,  2003,  for the Geodyne  Energy  Income
        Limited Partnership II-C.

4.31    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.

4.32    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.

4.33    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.

4.34    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.

4.35    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



                                      -85-
<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.

*4.36   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-D.

4.37    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.

4.38    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.

4.39    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.

*4.40   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 21,  2003,  for the Geodyne  Energy  Income
        Limited Partnership II-D.

4.41    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.

4.42    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.

4.43    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.



                                      -86-
<PAGE>




4.44    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.

4.45    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.

4.36    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.

*4.47   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-E.

4.48    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.

4.49    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.

4.50    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.

*4.51   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 21,  2003,  for the Geodyne  Energy  Income
        Limited Partnership III-E.

4.52    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



                                      -87-
<PAGE>



        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    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.

4.54    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, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

4.55    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.

4.56    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.

4.57    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.

4.58    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.

*4.59   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-F.

4.60    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



                                      -88-
<PAGE>



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

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

*4.62   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        21, 2003, for the Geodyne Energy Income Limited Partnership II-F.

4.63    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.

4.64    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.

4.65    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.

4.66    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.

4.67    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.

4.68    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.



                                      -89-
<PAGE>




4.69    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.

*4.70   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-G.

4.71    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.

4.72    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.

*4.73   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        21, 2003, for the Geodyne Energy Income Limited Partnership II-G.

4.74    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.

4.75    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.

4.76    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.

4.77    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,



                                      -90-
<PAGE>



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

4.78    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.

4.79    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.

4.80    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.

*4.81   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-H.

4.82    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.

4.83    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.

*4.84   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        21, 2003, for the Geodyne Energy Income Limited Partnership II-H.

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



                                      -91-
<PAGE>



        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.

10.6    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.

10.7    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.

10.8    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.

10.9    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.

*10.10  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-B.

10.11   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.

10.12   First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the Geodyne Production Partnership II-C, filed



                                      -92-
<PAGE>



        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.

10.13   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.

10.14   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.

*10.15  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-C.

10.16   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.

10.17   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.

10.18   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.

10.19   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.

*10.20  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-D.

10.21   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.

10.22   First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the Geodyne Production Partnership II-E, filed



                                      -93-
<PAGE>



        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.

10.23   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.

10.24   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.

*10.25  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-E.

10.26   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.

10.27   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.

10.28   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.

10.29   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.

*10.30  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-F.

10.31   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.

10.32   First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the Geodyne Production Partnership II-G, filed



                                      -94-
<PAGE>



        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.

10.33   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.

10.34   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.

*10.35  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-G.

10.36   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.

10.37   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.

10.38   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.

10.39   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.

*10.40  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-H.

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

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

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



                                      -95-
<PAGE>



*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.

*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.



                                      -96-
<PAGE>




*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.

*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.



                                      -97-
<PAGE>



*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.

(b)     Reports on Form 8-K filed during the fourth quarter of 2002:

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

            Date of Event:                November 21, 2003
            Date filed with the SEC:      November 21, 2003
            Items Included:               Item 5 - Other Events
                                          Item 7 - Exhibits

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

            Date of Event:                December 1, 2003
            Date filed with the SEC:      December 3, 2003
            Items Included:               Item 5 - Other Events
                                          Item 7 - Exhibits





                                      -98-
<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 19, 2004


                                  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 19, 2004
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)


      //s//Craig D. Loseke       Chief Accounting         March 19, 2004
      -------------------        Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

      //s//Judy K. Fox
      -------------------        Secretary                March 19, 2004
         Judy K. Fox


                                      -99-

<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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





                                    PricewaterhouseCoopers LLP





Tulsa, Oklahoma
March 15, 2004



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                   2003            2002
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,428,609      $  794,035
   Accounts receivable:
      Oil and gas sales                            761,616         658,499
                                                 ---------       ---------
      Total current assets                      $2,190,225      $1,452,534

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,232,731       2,056,359

DEFERRED CHARGE                                    650,100         656,289
                                                 ---------       ---------
                                                $5,073,056      $4,165,182
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  264,588      $  256,595
   Accrued liability - other (Note 1)               26,672          26,672
   Gas imbalance payable                            91,463          95,268
   Asset retirement obligation -
      current (Note 1)                               9,874            -
                                                 ---------       ---------
      Total current liabilities                 $  392,597      $  378,535

LONG-TERM LIABILITIES:
   Accrued liability                            $  207,595      $  217,322
   Asset retirement obligation (Note 1)            268,040            -
                                                 ---------       ---------
      Total long-term liabilities               $  475,635      $  217,322

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  232,071)    ($  241,784)
   Limited Partners, issued and
      outstanding, 484,283 Units                 4,436,895       3,811,109
                                                 ---------       ---------
      Total Partners' capital                   $4,204,824      $3,569,325
                                                 ---------       ---------
                                                $5,073,056      $4,165,182
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                      2003          2002          2001
                                   ----------    ----------    ----------

REVENUES:
   Oil and gas sales               $5,580,423    $3,781,863    $4,812,392
   Interest income                      7,152         5,181        31,927
   Gain on sale of oil and
      gas properties                    9,595       193,272       137,823
                                    ---------     ---------     ---------
                                   $5,597,170    $3,980,316    $4,982,142

COSTS AND EXPENSES:
   Lease operating                 $1,091,063    $1,302,070    $1,538,430
   Production tax                     316,696       214,538       287,607
   Depreciation, depletion,
      and amortization of oil
      and gas properties              211,157       261,452       772,466
   General and
      administrative                  561,271       557,151       550,462
                                    ---------     ---------     ---------
                                   $2,180,187    $2,335,211    $3,148,965
                                    ---------     ---------     ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $3,416,983    $1,645,105    $1,833,177

   Cumulative effect of
      change in accounting
      for asset retirement
      obligations (Note 1)              5,849          -             -
                                    ---------     ---------     ---------
NET INCOME                         $3,422,832    $1,645,105    $1,833,177
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  360,046    $  187,523    $  249,356
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $3,062,786    $1,457,582    $1,583,821
                                    =========     =========     =========

NET INCOME per Unit                $     6.32    $     3.01    $     3.27
                                    =========     =========     =========

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, 2003, 2002, and 2001

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

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

Balance, Dec. 31, 2001        $3,559,527       ($285,152)      $3,274,375
   Net income                  1,457,582         187,523        1,645,105
   Cash distributions        ( 1,206,000)      ( 144,155)     ( 1,350,155)
                               ---------         -------        ---------

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
                               =========         =======        =========


                     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, 2003, 2002, and 2001

                                          2003           2002           2001
                                    ------------     ------------    -----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $3,422,832     $1,645,105     $1,833,177
   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               211,157        261,452        772,466
      Gain on sale of oil and
         gas properties               (     9,595)   (   193,272)   (   137,823)
      (Increase) decrease in
         accounts receivable-
         oil and gas sales            (   103,117)   (   262,242)       645,765
      Decrease in deferred
         charge                             6,189         39,334        117,937
      Increase (decrease) in
         accounts payable                   7,993        102,867    (    15,686)
      Increase (decrease)
         in accrued
         liability - other                   -       (    47,128)        73,800
      Decrease in gas
         imbalance payable            (     3,805)   (     1,031)   (     7,557)
      Decrease in accrued
         liability                    (     9,727)   (    26,005)   (     9,377)
                                        ---------      ---------      ---------
   Net cash provided by
      operating activities             $3,516,078     $1,519,080     $3,272,702
                                        ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($  102,903)   ($  137,449)   ($  149,585)
   Proceeds from sale of
      oil and gas properties                8,732        348,092          7,285
                                        ---------      ---------      ---------
   Net cash provided (used)
      by investing activities         ($   94,171)    $  210,643    ($  142,300)
                                        ---------      ---------      ---------

                                      F-5
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($2,787,333)   ($1,350,155)   ($3,786,669)
                                        ---------      ---------      ---------
   Net cash used by financing
      activities                      ($2,787,333)   ($1,350,155)   ($3,786,669)
                                        ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           $  634,574     $  379,568    ($  656,267)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 794,035        414,467      1,070,734
                                        ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                    $1,428,609     $  794,035     $  414,467
                                        =========      =========      =========


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



                                      F-6
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004


                                      F-7
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                   2003            2002
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  933,790      $  478,067
   Accounts receivable:
      Oil and gas sales                            546,637         481,002
                                                 ---------       ---------
      Total current assets                      $1,480,427      $  959,069

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,683,184       1,605,587

DEFERRED CHARGE                                    238,135         245,511
                                                 ---------       ---------
                                                $3,401,746      $2,810,167
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  154,705      $  147,990
   Gas imbalance payable                            47,276          47,652
   Asset retirement obligation -
      current (Note 1)                              13,046            -
                                                 ---------       ---------
      Total current liabilities                 $  215,027      $  195,642

LONG-TERM LIABILITIES:
   Accrued liability                            $   48,773      $   52,682
   Asset retirement obligation (Note 1)            189,095            -
                                                 ---------       ---------
      Total long-term liabilities               $  237,868      $   52,682

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  254,807)    ($  264,786)
   Limited Partners, issued and
      outstanding, 361,719 Units                 3,203,658       2,826,629
                                                 ---------       ---------
      Total Partners' capital                   $2,948,851      $2,561,843
                                                 ---------       ---------
                                                $3,401,746      $2,810,167
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                      2003           2002          2001
                                   ----------     ----------    ----------
REVENUES:
   Oil and gas sales               $3,857,240    $2,612,932     $3,677,731
   Interest income                      4,467         2,609         18,313
   Gain on sale of oil
      and gas properties                2,469        20,525          1,187
                                    ---------     ---------      ---------
                                   $3,864,176    $2,636,066     $3,697,231

COSTS AND EXPENSES:
   Lease operating                 $  760,713    $  877,252     $  846,524
   Production tax                     237,599       144,712        206,937
   Depreciation, depletion,
      and amortization of oil
      and gas properties              154,363       218,988        201,436
   General and
      administrative                  424,644       421,068        415,799
                                    ---------     ---------      ---------
                                   $1,577,319    $1,662,020     $1,670,696
                                    ---------     ---------      ---------
INCOME BEFORE CUMULATIVE
   EFFECT OF ACCOUNTING
   CHANGE                          $2,286,857    $  974,046     $2,026,535

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

NET INCOME                         $2,291,204    $  974,046     $2,026,535
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  242,175    $  116,853     $  218,951
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $2,049,029    $  857,193     $1,807,584
                                    =========     =========      =========

NET INCOME per Unit                $     5.66    $     2.37     $     5.00
                                    =========     =========      =========

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, 2003, 2002, and 2001


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

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

Balance, Dec. 31, 2001          $2,701,436      ($302,054)     $2,399,382
   Net income                      857,193        116,853         974,046
   Cash distributions          (   732,000)     (  79,585)    (   811,585)
                                 ---------        -------       ---------

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
                                 =========        =======       =========


                     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, 2003, 2002, and 2001

                                         2003           2002            2001
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $2,291,204     $  974,046      $2,026,535
   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              154,363        218,988         201,436
      Gain on sale of
         oil and gas properties      (     2,469)   (    20,525)    (     1,187)
      (Increase) decrease in
         accounts receivable         (    65,635)   (   157,886)        405,256
      (Increase) decrease in
         deferred charge                   7,376    (    30,757)    (    10,545)
      Increase (decrease) in
         accounts payable                  6,715         21,328     (     1,440)
      Increase (decrease) in
         gas imbalance payable       (       376)   (       408)         30,340
      Increase (decrease) in
         accrued liability           (     3,909)         5,246     (    40,442)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $2,382,922     $1,010,032      $2,609,953
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   24,971)   ($   14,939)    ($  492,951)
   Proceeds from sale of
      oil and gas properties               1,968         32,406           1,187
                                       ---------      ---------       ---------
   Net cash provided (used) by
      investing activities           ($   23,003)    $   17,467     ($  491,764)
                                       ---------      ---------       ---------




                                      F-11
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,904,196)   ($  811,585)    ($2,570,198)
                                       ---------      ---------       ---------

   Net cash used by financing
      activities                     ($1,904,196)   ($  811,585)    ($2,570,198)
                                       ---------      ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  455,723     $  215,914     ($  452,009)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                478,067        262,153         714,162
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  933,790     $  478,067      $  262,153
                                       =========      =========       =========


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



                                      F-12
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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





                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2003



                                      F-13
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                                   2003            2002
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  467,560      $  250,767
   Accounts receivable:
      Oil and gas sales                            267,786         236,341
                                                 ---------       ---------
      Total current assets                      $  735,346      $  487,108

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                          786,821         774,648

DEFERRED CHARGE                                    123,244         130,077
                                                 ---------       ---------
                                                $1,645,411      $1,391,833
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   69,889      $   63,712
   Gas imbalance payable                            25,952          26,684
   Asset retirement obligation -
      current (Note 1)                               8,575            -
                                                 ---------       ---------
      Total current liabilities                 $  104,416      $   90,396

LONG-TERM LIABILITIES:
   Accrued liability                            $   35,434      $   29,815
   Asset retirement obligation (Note 1)             62,598            -
                                                 ---------       ---------
      Total long-term liabilities               $   98,032      $   29,815

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  106,418)    ($   98,831)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,549,381       1,370,453
                                                 ---------       ---------
      Total Partners' capital                   $1,442,963      $1,271,622
                                                 ---------       ---------
                                                $1,645,411      $1,391,833
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                            2003          2002          2001
                                         ----------    ----------    ----------
REVENUES:
   Oil and gas sales                     $1,898,285    $1,284,421    $1,640,398
   Interest income                            2,153         1,447        11,305
   Gain on sale of oil
      and gas properties                        768       120,063        21,996
                                          ---------     ---------     ---------
                                         $1,901,206    $1,405,931    $1,673,699

COSTS AND EXPENSES:
   Lease operating                       $  356,027    $  352,902    $  327,353
   Production tax                           128,606        79,166       108,506
   Depreciation, depletion,
      and amortization of oil
      and gas properties                     83,672        89,534       104,249
   General and administrative               193,823       191,168       188,517
                                          ---------     ---------     ---------
                                         $  762,128    $  712,770    $  728,625
                                          ---------     ---------     ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                  $1,139,078    $  693,161    $  945,074

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

NET INCOME                               $1,139,152    $  693,161    $  945,074
                                          =========     =========     =========

GENERAL PARTNER -
   NET INCOME                            $  121,224    $   77,229    $  102,759
                                          =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                            $1,017,928    $  615,932    $  842,315
                                          =========     =========     =========

NET INCOME per Unit                      $     6.58    $     3.98    $     5.45
                                          =========     =========     =========

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, 2003, 2002, and 2001

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

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

Balance, Dec. 31, 2001           $1,258,521     ($130,178)      $1,128,343
   Net income                       615,932        77,229          693,161
   Cash distributions           (   504,000)    (  45,882)     (   549,882)
                                  ---------       -------        ---------

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
                                  =========       =======        =========

                     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, 2003, 2002, and 2001

                                           2003          2002           2001
                                       ------------   ----------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $1,139,152     $693,161      $  945,074
   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                 83,672       89,534         104,249
      Gain on sale of oil
         and gas properties            (       768)   ( 120,063)    (    21,996)
      Settlement of asset
         retirement obligation         (        91)        -               -
      (Increase) decrease in
         accounts receivable -
         oil and gas sales             (    31,445)   (  98,389)        212,625
      (Increase) decrease in
         deferred charge                     6,833    (   1,250)          1,268
      Increase in accounts
         payable                             6,177       12,762          29,262
      Increase (decrease) in
         gas imbalance payable         (       732)   (   3,192)         14,496
      Increase (decrease) in
         accrued liability                   5,619          338     (    24,661)
                                         ---------      -------       ---------
   Net cash provided by
      operating activities              $1,208,343     $572,901      $1,260,317
                                         ---------      -------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   24,478)   ($  9,993)    ($   82,009)
   Proceeds from sale of
      oil and gas properties                   739      122,540          21,996
                                         ---------      -------       ---------
   Net cash provided (used)
      by investing activities          ($   23,739)    $112,547     ($   60,013)
                                         ---------      -------       ---------



                                      F-17
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($  967,811)   ($549,882)    ($1,497,459)
                                         ---------      -------       ---------
   Net cash used by financing
      activities                       ($  967,811)   ($549,882)    ($1,497,459)
                                         ---------      -------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS            $  216,793     $135,566     ($  297,155)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  250,767      115,201         412,356
                                         ---------      -------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $  467,560     $250,767      $  115,201
                                         =========      =======       =========

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



                                      F-18
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004



                                      F-19
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                                   2003            2002
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  908,655      $  561,177
   Accounts receivable:
      Oil and gas sales                            559,179         512,579
                                                 ---------       ---------
      Total current assets                      $1,467,834      $1,073,756

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,539,915       1,482,828

DEFERRED CHARGE                                    352,392         358,699
                                                 ---------       ---------
                                                $3,360,141      $2,915,283
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  167,028      $  156,725
   Gas imbalance payable                            43,698          42,368
   Asset retirement obligation -
      current (Note 1)                              17,137            -
                                                 ---------       ---------
      Total current liabilities                 $  227,863      $  199,093

LONG-TERM LIABILITIES:
   Accrued liability                            $   98,630      $   96,494
   Asset retirement obligation (Note 1)            168,853            -
                                                 ---------       ---------

      Total long-term liabilities               $  267,483      $   96,494

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  190,287)    ($   76,044)
   Limited Partners, issued and
      outstanding, 314,878 Units                 3,055,082       2,695,740
                                                 ---------       ---------
      Total Partners' capital                   $2,864,795      $2,619,696
                                                 ---------       ---------
                                                $3,360,141      $2,915,283
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                             2003         2002           2001
                                         ------------  ----------     ----------
REVENUES:
   Oil and gas sales                      $3,898,950   $2,856,941     $3,581,469
   Interest income                             4,000        3,321         30,461
   Gain on sale of oil
      and gas properties                       8,060    1,256,405        112,686
                                           ---------    ---------      ---------
                                          $3,911,010   $4,116,667     $3,724,616

COSTS AND EXPENSES:
   Lease operating                        $  822,321   $  713,308     $  947,567
   Production tax                            253,430      172,939        249,523
   Depreciation, depletion,
      and amortization of oil
      and gas properties                     281,034      185,671        344,966
   General and administrative                372,496      369,062        364,691
                                           ---------    ---------      ---------
                                          $1,729,281   $1,440,980     $1,906,747
                                           ---------    ---------      ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE                   $2,181,729   $2,675,687     $1,817,869

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

NET INCOME                                $2,179,385   $2,675,687     $1,817,869
                                           =========    =========      =========

GENERAL PARTNER -
   NET INCOME                             $  243,043   $  283,947     $  209,788
                                           =========    =========      =========

LIMITED PARTNERS -
   NET INCOME                             $1,936,342   $2,391,740     $1,608,081
                                           =========    =========      =========

NET INCOME per Unit                       $     6.15   $     7.60     $     5.11
                                           =========    =========      =========

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, 2003, 2002, and 2001

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

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

Balance, Dec. 31, 2001         $2,339,000       ($238,692)      $2,100,308
   Net income                   2,391,740         283,947        2,675,687
   Cash distributions         ( 2,035,000)      ( 121,299)     ( 2,156,299)
                                ---------         -------        ---------

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
                                =========         =======        =========


                     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, 2003, 2002, and 2001

                                        2003            2002            2001
                                    ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $2,179,385      $2,675,687      $1,817,869
   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             281,034         185,671         344,966
      Gain on sale of oil
         and gas properties         (     8,060)    ( 1,256,405)    (   112,686)
      Settlement of asset
         retirement obligation      (     1,044)           -               -
      (Increase) decrease in
         accounts receivable -
         oil and gas sales          (    46,600)    (   196,669)        387,270
      Decrease in deferred
         charge                           6,307          11,713          27,277
      Increase in accounts
         payable                         10,303          72,004          30,049
      Increase (decrease) in
         payable to
         General Partner                   -        (    65,905)         65,905
      Increase (decrease) in
         gas imbalance payable            1,330     (    12,730)    (    19,023)
      Increase (decrease) in
         accrued liability                2,136     (    16,006)    (    42,427)
                                      ---------       ---------       ---------
   Net cash provided by
     operating activities            $2,427,135      $1,397,360      $2,499,200
                                      ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($  153,431)    ($  116,640)    ($  169,317)
   Proceeds from sale of
      oil and gas properties              8,060       1,266,240         112,686
                                      ---------       ---------       ---------
   Net cash provided (used)
      by investing activities       ($  145,371)     $1,149,600     ($   56,631)
                                      ---------       ---------       ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,934,286)    ($2,156,299)    ($3,705,043)
                                      ---------       ---------       ---------
   Net cash used by financing
      activities                    ($1,934,286)    ($2,156,299)    ($3,705,043)
                                      ---------       ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $  347,478      $  390,661     ($1,262,474)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               561,177         170,516       1,432,990
                                      ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  908,655      $  561,177      $  170,516
                                      =========       =========       =========


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



                                      F-24
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004



                                      F-25
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------
                                                   2003            2002
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  638,668      $  388,042
   Accounts receivable:
      Oil and gas sales                            363,426         362,987
                                                 ---------       ---------
      Total current assets                      $1,002,094      $  751,029

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,412,445       1,425,028

DEFERRED CHARGE                                    207,890         209,297
                                                 ---------       ---------
                                                $2,622,429      $2,385,354
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   82,154      $   85,744
   Gas imbalance payable                            43,424          43,443
   Asset retirement obligation -
      current (Note 1)                               2,397            -
                                                 ---------       ---------
      Total current liabilities                 $  127,975      $  129,187

LONG-TERM LIABILITIES:
   Accrued liability                            $    8,153      $    7,264
   Asset retirement obligation(Note 1)              95,923            -
                                                 ---------       ---------
      Total long-term liabilities               $  104,076      $    7,264

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  129,173)    ($  131,864)
   Limited Partners, issued and
      outstanding, 228,821 Units                 2,519,551       2,380,767
                                                 ---------       ---------
      Total Partners' capital                   $2,390,378      $2,248,903
                                                 ---------       ---------
                                                $2,622,429      $2,385,354
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                        2003             2002            2001
                                     ----------       ----------      ----------

REVENUES:
   Oil and gas sales                 $2,747,176       $1,954,057      $2,561,210
   Interest income                        3,318            2,159          16,873
   Gain on sale of oil
      and gas properties                 21,407           20,605          60,957
                                      ---------        ---------       ---------
                                     $2,771,901       $1,976,821      $2,639,040

COSTS AND EXPENSES:
   Lease operating                   $  470,669       $  381,344      $  628,516
   Production tax                       194,259          146,924         190,175
   Depreciation, depletion,
      and amortization of oil
      and gas properties                137,213          162,691         312,096
   General and administrative           278,935          278,094         272,795
                                      ---------        ---------       ---------
                                     $1,081,076       $  969,053      $1,403,582
                                      ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE              $1,690,825       $1,007,768      $1,235,458

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

NET INCOME                           $1,693,915       $1,007,768      $1,235,458
                                      =========        =========       =========

GENERAL PARTNER -
   NET INCOME                        $  181,131       $  115,203      $  149,947
                                      =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                        $1,512,784       $  892,565      $1,085,511
                                      =========        =========       =========

NET INCOME per Unit                  $     6.61       $     3.90      $     4.74
                                      =========        =========       =========

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, 2003, 2002, and 2001

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

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

Balance, Dec. 31, 2001         $2,021,202       ($162,380)     $1,858,822
   Net income                     892,565         115,203       1,007,768
   Cash distributions         (   533,000)      (  84,687)    (   617,687)
                                ---------         -------       ---------

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
                                =========         =======       =========


                     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, 2003, 2002, and 2001

                                         2003           2002            2001
                                     ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $1,693,915     $1,007,768      $1,235,458
   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              137,213        162,691         312,096
      Gain on sale of oil
         and gas properties          (    21,407)   (    20,605)    (    60,957)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales           (       439)   (   118,622)        296,850
      (Increase) decrease in
         deferred charge                   1,407    (     2,743)    (     2,416)
      Increase (decrease) in
         accounts payable            (     3,590)        29,742          26,513
      Increase (decrease) in
         payable to
         General Partner                    -       (   115,045)        115,045
      Increase (decrease) in
         gas imbalance payable       (        19)        15,408           5,490
      Increase (decrease) in
         accrued liability                   889    (    19,080)    (     9,560)
                                       ---------      ---------       ---------
   Net cash provided by
      operating activities            $1,804,879     $  939,514      $1,918,519
                                       ---------      ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   24,348)   ($  198,005)    ($   51,785)
   Proceeds from sale of
      oil and gas properties              22,535         22,188          61,553
                                       ---------      ---------       ---------
  Net cash provided (used) by
     investing activities            ($    1,813)   ($  175,817)     $    9,768
                                       ---------      ---------       ---------




                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($1,552,440)   ($  617,687)    ($2,197,280)
                                       ---------      ---------       ---------
   Net cash used by financing
      activities                     ($1,552,440)   ($  617,687)    ($2,197,280)
                                       ---------      ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS          $  250,626     $  146,010     ($  268,993)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                388,042        242,032         511,025
                                       ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $  638,668     $  388,042      $  242,032
                                       =========      =========       =========


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



                                      F-30
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004



                                      F-31
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                   2003            2002
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  604,369      $  453,233
   Accounts receivable:
      Oil and gas sales                            354,719         352,341
                                                 ---------       ---------
      Total current assets                      $  959,088      $  805,574

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,318,881       1,311,537

DEFERRED CHARGE                                     32,899          36,774
                                                 ---------       ---------
                                                $2,310,868      $2,153,885
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   66,133      $   71,740
   Gas imbalance payable                             3,555           6,701
   Asset retirement obligation -
      current (Note 1)                               4,566            -
                                                 ---------       ---------
      Total current liabilities                 $   74,254      $   78,441

LONG-TERM LIABILITIES:
   Accrued liability                            $   16,945      $   15,443
   Asset retirement obligation (Note 1)             93,600            -
                                                 ---------       ---------
      Total long-term liabilities               $  110,545      $   15,443

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   91,417)    ($   95,526)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,217,486       2,155,527
                                                 ---------       ---------
      Total Partners' capital                   $2,126,069      $2,060,001
                                                 ---------       ---------
                                                $2,310,868      $2,153,885
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                       2003             2002            2001
                                    ----------       ----------      ----------
REVENUES:
   Oil and gas sales                $2,639,281       $1,900,007      $2,487,886
   Interest income                       3,228            2,747          15,183
   Gain on sale of oil
      and gas properties                58,644           50,440          24,447
                                     ---------        ---------       ---------
                                    $2,701,153       $1,953,194      $2,527,516

COSTS AND EXPENSES:
   Lease operating                  $  407,571       $  304,156      $  338,068
   Production tax                      165,636          117,830         165,814
   Depreciation, depletion,
      and amortization of oil
      and gas properties               135,340          201,371         292,165
   General and administrative          213,797          213,218         208,687
                                     ---------        ---------       ---------
                                    $  922,344       $  836,575      $1,004,734
                                     ---------        ---------       ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHARGE             $1,778,809       $1,116,619      $1,522,782

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

NET INCOME                          $1,783,747       $1,116,619      $1,522,782
                                     =========        =========       =========

GENERAL PARTNER -
   NET INCOME                       $  189,788       $  129,511      $  177,055
                                     =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                       $1,593,959       $  987,108      $1,345,727
                                     =========        =========       =========

NET INCOME per Unit                 $     9.30       $     5.76      $     7.85
                                     =========        =========       =========

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, 2003, 2002, and 2001


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

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

Balance, Dec. 31, 2001            $2,017,419   ($118,848)  $1,898,571
   Net income                        987,108     129,511    1,116,619
   Cash distributions            (   849,000)  ( 106,189) (   955,189)
                                   ---------     -------    ---------

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
                                   =========     =======    =========


                     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, 2003, 2002, and 2001

                                          2003           2002          2001
                                      ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $1,783,747     $1,116,619    $1,522,782
   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               135,340        201,371       292,165
      Gain on sale of oil
         and gas properties           (    58,644)   (    50,440)  (    24,447)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales            (     2,378)   (   123,270)      211,110
      (Increase) decrease in
         deferred charge                    3,875          1,414   (     3,529)
      Increase (decrease) in
         accounts payable             (     5,607)        22,078        27,760
      Increase (decrease) in gas
         imbalance payable            (     3,146)   (     1,252)          514
      Increase in accrued
         liability                          1,502          1,568         1,534
                                        ---------      ---------     ---------
   Net cash provided by
      operating activities             $1,849,751     $1,168,088    $2,027,889
                                        ---------      ---------     ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($   41,415)   ($   93,456)  ($  118,663)
   Proceeds from sale of
      oil and gas properties               60,479         55,052        24,684
                                        ---------      ---------     ---------
   Net cash provided (used) by
      investing activities             $   19,064    ($   38,404)  ($   93,979)
                                        ---------      ---------     ---------



                                      F-35
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($1,717,679)   ($  955,189)  ($2,096,326)
                                        ---------      ---------     ---------
   Net cash used by financing
      activities                      ($1,717,679)   ($  955,189)  ($2,096,326)
                                        ---------      ---------     ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                $  151,136     $  174,495   ($  162,416)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                 453,233        278,738       441,154
                                        ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                    $  604,369     $  453,233    $  278,738
                                        =========      =========     =========


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



                                      F-36
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004



                                      F-37
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                 2003             2002
                                             ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $1,284,869       $  959,481
   Accounts receivable:
      Oil and gas sales                          752,979          745,529
                                               ---------        ---------
      Total current assets                    $2,037,848       $1,705,010

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               2,841,346        2,821,960

DEFERRED CHARGE                                   71,238           79,136
                                               ---------        ---------
                                              $4,950,432       $4,606,106
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $  139,590       $  153,893
   Gas imbalance payable                          10,091           16,907
   Asset retirement obligation -
      current (Note 1)                            10,082             -
                                               ---------        ---------
      Total current liabilities               $  159,763       $  170,800

LONG-TERM LIABILITIES:
   Accrued liability                          $   31,668       $   31,075
   Asset retirement obligation
      (Note 1)                                   199,686             -
                                               ---------        ---------
      Total long-term liabilities             $  231,354       $   31,075

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($   87,509)     ($   97,205)
   Limited Partners, issued and
      outstanding, 372,189 Units               4,646,824        4,501,436
                                               ---------        ---------
      Total Partners' capital                 $4,559,315       $4,404,231
                                               ---------        ---------
                                              $4,950,432       $4,606,106
                                               =========        =========

                     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, 2003, 2002, and 2001

                                       2003           2002           2001
                                    ----------     ----------     ----------
REVENUES:
   Oil and gas sales                $5,605,691     $4,023,806     $5,285,009
   Interest income                       6,983          6,171         33,161
   Gain on sale of oil
      and gas properties               123,707        105,409         52,118
                                     ---------      ---------      ---------

                                    $5,736,381     $4,135,386     $5,370,288

COSTS AND EXPENSES:
   Lease operating                  $  867,617     $  649,734     $  722,045
   Production tax                      353,554        250,469        353,557
   Depreciation, depletion,
      and amortization of oil
      and gas properties               290,209        431,655        627,519
   General and administrative          437,597        436,126        429,209
                                     ---------      ---------      ---------
                                    $1,948,977     $1,767,984     $2,132,330
                                     ---------      ---------      ---------
INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $3,787,404     $2,367,402     $3,237,958

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                          10,247           -              -
                                     ---------      --------       ---------

NET INCOME                          $3,797,651     $2,367,402     $3,237,958
                                     =========      =========      =========

GENERAL PARTNER -
   NET INCOME                       $  404,263     $  274,972     $  376,956
                                     =========      =========      =========

LIMITED PARTNERS -
   NET INCOME                       $3,393,388     $2,092,430     $2,861,002
                                     =========      =========      =========

NET INCOME per Unit                 $     9.12     $     5.62     $     7.69
                                     =========      =========      =========

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, 2003, 2002, and 2001


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

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

Balance, Dec. 31, 2001          $4,251,006      ($146,206)     $4,104,800
   Net income                    2,092,430        274,972       2,367,402
   Cash distributions          ( 1,842,000)     ( 225,971)    ( 2,067,971)
                                 ---------        -------       ---------

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
                                 =========        =======       =========


                     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, 2003, 2002, and 2001

                                         2003          2002           2001
                                     ------------  ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                         $3,797,651    $2,367,402     $3,237,958
   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              290,209       431,655        627,519
      Gain on sale of oil
         and gas properties          (   123,707)  (   105,409)   (    52,118)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales           (     7,450)  (   260,848)       450,530
      (Increase) decrease in
         deferred charge                   7,898         4,600    (     7,063)
      Increase (decrease) in
         accounts payable            (    14,303)       48,031         58,841
      Increase (decrease) in gas
         imbalance payable           (     6,816)  (       357)         1,122
      Increase (decrease) in
         accrued liability                   593   (       745)           548
                                       ---------     ---------      ---------
   Net cash provided by
      operating activities            $3,933,828    $2,484,329     $4,317,337
                                       ---------     ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures              ($   93,448)  ($  197,745)   ($  254,554)
   Proceeds from sale of
      oil and gas properties             127,575       115,148         52,882
                                       ---------     ---------      ---------
   Net cash provided (used) by
      investing activities            $   34,127   ($   82,597)   ($  201,672)
                                       ---------     ---------      ---------



                                      F-41
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                ($3,642,567)  ($2,067,971)   ($4,424,249)
                                       ---------     ---------      ---------
   Net cash used by financing
      activities                     ($3,642,567)  ($2,067,971)   ($4,424,249)
                                       ---------     ---------      ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS               $  325,388    $  333,761    ($  308,584)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                959,481       625,720        934,304
                                       ---------     ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                   $1,284,869    $  959,481     $  625,720
                                       =========     =========      =========




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



                                      F-42
<PAGE>



                        REPORT OF INDEPENDENT AUDITORS

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, 2003 and 2002, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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




                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
March 15, 2004



                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 2003 and 2002

                                    ASSETS
                                    ------

                                                   2003            2002
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  305,096      $  224,669
   Accounts receivable:
      Oil and gas sales                            179,434         176,539
                                                 ---------       ---------
      Total current assets                      $  484,530      $  401,208

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   673,170         664,355

DEFERRED CHARGE                                     18,580          20,637
                                                 ---------       ---------
                                                $1,176,280      $1,086,200
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   34,033      $   37,271
   Gas imbalance payable                              -              3,596
   Asset retirement obligation -
      current (Note 1)                               2,522            -
                                                 ---------       ---------
      Total current liabilities                 $   36,555      $   40,867

LONG-TERM LIABILITIES:
   Accrued liability                            $   10,035      $    8,079
   Asset retirement obligation
      (Note 1)                                      48,857            -
                                                 ---------       ---------
      Total long-term liabilities               $   58,892      $    8,079

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   51,046)    ($   53,547)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,131,879       1,090,801
                                                 ---------       ---------
      Total Partners' capital                   $1,080,833      $1,037,254
                                                 ---------       ---------
                                                $1,176,280      $1,086,200
                                                 =========       =========

                     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, 2003, 2002, and 2001

                                       2003             2002            2001
                                    ----------        --------       ----------
REVENUES:
   Oil and gas sales                $1,335,792        $954,336       $1,257,427
   Interest income                       1,545           1,304            7,452
   Gain on sale of
      oil and gas properties            29,085          24,403           12,478
                                     ---------         -------        ---------
                                    $1,366,422        $980,043       $1,277,357

COSTS AND EXPENSES:
   Lease operating                  $  210,552        $157,453       $  175,850
   Production tax                       84,803          59,851           84,768
   Depreciation, depletion,
      and amortization of oil
      and gas properties                68,778         101,299          148,028
   General and administrative          124,953         124,730          121,142
                                     ---------         -------        ---------
                                    $  489,086        $443,333       $  529,788
                                     ---------         -------        ---------

INCOME BEFORE CUMULATIVE EFFECT
   OF ACCOUNTING CHANGE             $  877,336        $536,710       $  747,569

   Cumulative effect of change
      in accounting for asset
      retirement obligations
      (Note 1)                           2,536            -                -
                                     ---------         -------        ---------
NET INCOME                          $  879,872        $536,710       $  747,569
                                     =========         =======        =========

GENERAL PARTNER -
   NET INCOME                       $   93,794        $ 62,658       $   87,334
                                     =========         =======        =========

LIMITED PARTNERS -
   NET INCOME                       $  786,078        $474,052       $  660,235
                                     =========         =======        =========

NET INCOME per Unit                 $     8.57        $   5.17       $     7.20
                                     =========         =======        =========

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, 2003, 2002, and 2001


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

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

Balance, Dec. 31, 2001            $1,021,749      ($65,089)     $  956,660
   Net income                        474,052        62,658         536,710
   Cash distributions            (   405,000)     ( 51,116)    (   456,116)
                                   ---------        ------       ---------

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
                                   =========        ======       =========




                     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, 2003, 2002, and 2001

                                              2003        2002         2001
                                           ----------  ----------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                               $879,872    $536,710   $  747,569
   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                   68,778     101,299      148,028
      Gain on sale of oil
         and gas properties                (  29,085)  (  24,403) (    12,478)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                 (   2,895)  (  61,777)     108,242
      (Increase) decrease in
         deferred charge                       2,057   (     701) (     2,148)
      Increase (decrease) in
         accounts payable                  (   3,238)     11,798       14,068
      Increase (decrease) in gas
         imbalance payable                 (   3,596)  (     670)         273
      Increase in accrued
         liability                             1,956       1,649          423
                                             -------     -------    ---------
  Net cash provided by
      operating activities                  $911,313    $563,905   $1,003,977
                                             -------     -------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                    ($ 24,574)  ($ 46,750) ($   61,632)
   Proceeds from sale of
      oil and gas properties                  29,981      26,642       12,783
                                             -------     -------    ---------
   Net cash provided (used) by
      investing activities                  $  5,407   ($ 20,108) ($   48,849)
                                             -------     -------    ---------



                                      F-47
<PAGE>



CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                    ($836,293)    ($456,116)   ($1,047,791)
                                           -------       -------      ---------
   Net cash used by financing
      activities                         ($836,293)    ($456,116)   ($1,047,791)
                                           -------       -------      ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                   $ 80,427      $ 87,681    ($   92,663)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  224,669       136,988        229,651
                                           -------       -------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $305,096      $224,669     $  136,988
                                           =======       =======      =========


                     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, 2003, 2002, and 2001

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  second  two-year  extension
thereby extending their termination date to December 31, 2005.

      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, 2003:

                            Number of             Percent of
      Partnership          Units Owned         Outstanding Units
      -----------          -----------         -----------------
         II-A                138,173                 28.5%
         II-B                 96,989                 26.8%
         II-C                 51,398                 33.2%
         II-D                 91,050                 28.9%
         II-E                 71,476                 31.2%
         II-F                 45,052                 26.3%
         II-G                 77,358                 20.8%
         II-H                 27,671                 30.2%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on the "spot  market." Due to the highly  competitive  nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing  fluctuations.  In  addition,  such  spot  market  sales  are  generally
short-term in nature and are dependent  upon obtaining  transportation  services
provided  by  pipelines.   The   Partnerships'  oil  is  sold  at  or  near  the
Partnerships'   wells  under   short-term   purchase   contracts  at  prevailing
arrangements  which are customary in the oil industry.  The prices  received for
the  Partnerships'  oil  and gas  are  subject  to  influences  such  as  global
consumption and supply trends.


      Allocation of Costs and Revenues

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



                                      F-50
<PAGE>




                                Before Payout(1)         After Payout(1)
                              ------------------      ------------------
                              General     Limited     General     Limited
                              Partner     Partners    Partner     Partners
                              --------    --------    --------    --------
        Costs(2)
------------------------
Sales commissions, pay-
  ment for organization
  and offering costs
  and management fee            1%          99%           -           -
Property acquisition
  costs                         1%          99%           1%         99%
Identified development
  drilling                      1%          99%           1%         99%
Development drilling(3)         5%          95%          15%         85%
General and administra-
  tive costs, direct
  administrative costs
  and operating costs(3)        5%          95%          15%         85%

        Income(2)
------------------------
Temporary investments of
  Limited Partners'
  subscriptions                 1%          99%           1%         99%
Income from oil and gas
  production(3)                 5%          95%          15%         85%
Gain on sale of produc-
  ing properties(3)             5%          95%          15%         85%
All other income(3)             5%          95%          15%         85%

----------

(1)   Payout occurs when total  distributions  to Limited  Partners  equal total
      original Limited Partner subscriptions.
(2)   The allocations in the table result  generally from the combined effect of
      the allocation provisions in the Partnership Agreements.  For example, the
      costs  incurred in  development  drilling  are  allocated  95.9596% to the
      limited  partnership  and 4.0404% to the  managing  partner.  The 95.9596%
      portion of these costs allocated to the limited  partnership,  when passed
      through the limited  partnership,  is further allocated 99% to the limited
      partners  and 1% to the  general  partner.  In  this  manner  the  Limited
      Partners  are  allocated  95% of such  costs and the  General  Partner  is
      allocated 5% of such costs.
(3)   If at payout the Limited Partners have received distributions at an annual
      rate less than 12% of their  subscriptions,  the  percentage of income and
      costs allocated to the general partner and managing  partner will increase
      to only 10% and the  percentage  allocated  to the Limited  Partners  will
      decrease to only 90%. Thereafter, if the



                                      F-51
<PAGE>



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

      All  Partnerships  have  achieved  payout.  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, 2003, 2002, and 2001, were as follows:

            Partnership         2003        2002       2001
            -----------        -----       -----      -----

               II-A            $1.09       $1.30      $3.93
               II-B             1.14        1.56       1.39
               II-C             1.22        1.25       1.62
               II-D             1.95        1.13       2.50
               II-E             1.41        1.55       2.95
               II-F             1.37        1.95       2.69
               II-G             1.39        1.98       2.73
               II-H             1.38        1.95       2.71

      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, 2003.

      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, 2003 and 2002,  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:

                                 2003                      2002
                        ----------------------     ---------------------
      Partnership         Mcf          Amount        Mcf         Amount
      -----------       -------       --------     -------      --------

         II-A           568,965       $650,100     574,382     $656,289
         II-B           215,981        238,135     218,771      245,511
         II-C           171,601        123,244     181,115      130,077
         II-D           456,289        352,392     464,455      358,699
         II-E           325,222        207,890     327,726      209,297
         II-F            58,864         32,899      65,183       36,774
         II-G           127,552         71,238     140,943       79,136
         II-H            32,180         18,580      35,497       20,637


      Accrued Liability - Other

      The  Accrued  Liability  -  Other  at  December  31,  2002  for  the  II-A
Partnership represents a charge accrued for the payment of a judgment related to
plugging liabilities, which judgment is currently under appeal.


      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
annual  average  production  costs  per Mcf.  At  December  31,  2003 and  2002,
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:


                                2003                     2002
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           181,687     $207,595      190,200    $217,322
         II-B            45,715       48,773       49,379      52,682
         II-C            49,337       35,434       41,514      29,815
         II-D           127,710       98,630      124,944      96,494
         II-E            12,839        8,153       11,439       7,264
         II-F            27,144       16,945       26,730      15,443
         II-G            56,426       31,668       55,640      31,075
         II-H            14,992       10,035       13,617       8,079



                                      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  received  for the volumes at the
time the overproduction occurred. This also approximates the price for which the
Partnerships  are currently  settling this  liability.  At December 31, 2003 and
2002  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:

                                2003                    2002
                        -------------------     -------------------
      Partnership         Mcf        Amount       Mcf        Amount
      -----------       ------      -------     ------      -------

         II-A           60,975      $91,463     63,512      $95,268
         II-B           31,517       47,276     31,768       47,652
         II-C           17,301       25,952     17,789       26,684
         II-D           29,132       43,698     28,245       42,368
         II-E           28,949       43,424     28,962       43,443
         II-F            2,370        3,555      4,467        6,701
         II-G            6,727       10,091     11,271       16,907
         II-H             -            -         2,397        3,596

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.


      New Accounting Pronouncements

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

      In  July  2001,  the  FASB  issued  FAS No.  143,  "Accounting  for  Asset
Retirement  Obligations",  which is effective for fiscal years  beginning  after
June 15, 2002 (January 1, 2003 for the  Partnerships).  On January 1, 2003,  the
Partnerships adopted FAS No. 143 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
in the following approximate amounts for each Partnership:



                                      F-56
<PAGE>




                                      Increase
                  Increase in       (Decrease) in
                  Capitalized       Net Income for
                  Cost of Oil        the Change in       Asset
                     and Gas         Accounting       Retirement
Partnership        Properties         Principle       Obligation
-----------       ------------      --------------    ----------

   II-A             $292,000           $ 6,000        $286,000
   II-B              212,000             4,000         208,000
   II-C               68,000               100          68,000
   II-D              181,000          (  2,000)        183,000
   II-E               98,000             3,000          95,000
   II-F              101,000             5,000          96,000
   II-G              218,000            10,000         208,000
   II-H               54,000             3,000          51,000

      These amounts  differ  significantly  from the estimates  disclosed in the
Annual  Report  on Form  10-K  for the year  ended  December  31,  2002 due to a
revision of the methodology  used in calculating the change in capitalized  cost
of oil and gas properties.

      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, 2003,  the II-A,  II-B,  II-C,  II-D,  II-E,  II-F,  II-G, and II-H
Partnerships recognized  approximately $12,000, $9,000, $3,000, $11,000, $5,000,
$5,000,  $10,000 and  $3,000,  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, 2003 are as shown below.

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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $286,238
Settlements and disposals                                      (  17,686)
Accretion expense                                                  9,362
                                                                 -------
Total asset retirement obligation, December 31, 2003            $277,914
                                                                 =======
Asset retirement obligation - current                           $  9,874
Asset retirement obligation - long-term                          268,040



                                      F-57
<PAGE>




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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $208,259
Settlements and disposals                                      (  12,817)
Accretion expense                                                  6,699
                                                                 -------
Total asset retirement obligation, December 31, 2003            $202,141
                                                                 =======
Asset retirement obligation - current                           $ 13,046
Asset retirement obligation - long-term                          189,095



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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $ 68,318
Additions and revisions                                              386
Settlements and disposals                                      (     243)
Accretion expense                                                  2,712
                                                                 -------
Total asset retirement obligation, December 31, 2003            $ 71,173
                                                                 =======
Asset retirement obligation - current                           $  8,575
Asset retirement obligation - long-term                           62,598



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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $182,622
Additions and revisions                                              446
Settlements and disposals                                      (   2,546)
Accretion expense                                                  5,468
                                                                 -------
Total asset retirement obligation, December 31, 2003            $185,990
                                                                 =======
Asset retirement obligation - current                           $ 17,137
Asset retirement obligation - long-term                          168,853



                                      F-58
<PAGE>




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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $ 95,050
Additions and revisions                                              120
Settlements and disposals                                      (     959)
Accretion expense                                                  4,109
                                                                 -------
Total asset retirement obligation, December 31, 2003            $ 98,320
                                                                 =======
Asset retirement obligation - current                           $  2,397
Asset retirement obligation - long-term                           95,923



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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $ 96,226
Additions and revisions                                              208
Settlements and disposals                                      (   3,546)
Accretion expense                                                  5,278
                                                                 -------
Total asset retirement obligation, December 31, 2003            $ 98,166
                                                                 =======
Asset retirement obligation - current                           $  4,566
Asset retirement obligation - long-term                           93,600



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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $207,505
Additions and revisions                                              510
Settlements and disposals                                      (   7,625)
Accretion expense                                                  9,378
                                                                 -------
Total asset retirement obligation, December 31, 2003            $209,768
                                                                 =======
Asset retirement obligation - current                           $ 10,082
Asset retirement obligation - long-term                          199,686




                                      F-59
<PAGE>




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

                                                                  2003
                                                               ----------
Total asset retirement obligation, January 1, 2003              $ 50,790
Additions and revisions                                              148
Settlements and disposals                                      (   1,855)
Accretion expense                                                  2,296
                                                                 -------
Total asset retirement obligation, December 31, 2003            $ 51,379
                                                                 =======
Asset retirement obligation - current                           $  2,522
Asset retirement obligation - long-term                           48,857


      Had FAS No.  143 been  adopted  at January 1, 2001 the amount of the asset
retirement  obligation  at that date and at December 31, 2001 and 2002 would not
have been  materially  different from the amount recorded at January 1, 2003. If
this  accounting  policy had been in effect on January  1,  2001,  the  proforma
impact  for the  Partnerships  during  the years  ended  December  31,  2002 and
December 31, 2001 would have been an increase in  depreciation,  depletion,  and
amortization expense of approximately the following amounts:

                                              December 31
                                          --------------------
                  Partnership               2002        2001
                  -----------             -------     -------

                     II-A                 $12,000     $18,000
                     II-B                   8,000      10,000
                     II-C                   3,000       4,000
                     II-D                   9,000      10,000
                     II-E                   6,000       7,000
                     II-F                   6,000       8,000
                     II-G                  13,000      17,000
                     II-H                   3,000       3,000


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



                                      F-60
<PAGE>



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, 2003,  2002, and
2001:
            Partnership         2003          2002         2001
            -----------       --------      --------     --------

               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. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.


3. MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales for the
years ended December 31, 2003, 2002 and 2001:

Partnership               Purchaser                     Percentage
-----------       ------------------------          ---------------------
                                                    2003      2002     2001
                                                    -----     -----    -----
   II-A           Cinergy Marketing Company
                    ("Cinergy")                     16.5%       -        -
                  Duke Energy Field Services
                    ("Duke")                        15.0%     10.9%      -
                  BP America Production Co.         14.6%     14.2%      -
                  El Paso Energy Marketing
                    Company ("El Paso")               -       27.7%    32.1%
                  Amoco Production Company            -         -      12.7%

   II-B           Cinergy                           26.0%       -        -
                  Duke                              14.0%       -        -
                  Citation Oil & Gas Corp.
                    ("Citation")                    12.5%       -        -
                  El Paso                             -       33.1%    40.0%



                                      F-61
<PAGE>




   II-C           Cinergy                           23.5%       -        -
                  Duke                              12.8%       -        -
                  Citation                          10.8%       -        -
                  El Paso                             -       30.7%    38.3%

   II-D           Cinergy                           15.2%       -        -
                  Vintage Petroleum Inc.            11.3%       -      12.4%
                  El Paso                             -       21.6%    30.4%
                  Whiting Petroleum Corp.             -       12.2%      -

   II-E           Cinergy                           23.6%       -        -
                  Duke                              10.6%       -        -
                  El Paso                             -       29.4%    45.8%

   II-F           Cinergy                           13.6%       -        -
                  El Paso                             -       17.6%    22.5%
                  Oneok Gas Marketing Co.
                    ("ONEOK")                         -         -      10.5%

   II-G           Cinergy                           13.4%       -        -
                  El Paso                             -       17.5%    22.4%
                  ONEOK                               -         -      10.3%

   II-H           Cinergy                           13.2%       -        -
                  El Paso                             -       17.4%    22.3%
                  ONEOK                               -         -      10.0%

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


4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2003 and 2002 were as
follows:



                                      F-62
<PAGE>




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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $29,401,928       $29,571,336

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,169,197)     ( 27,514,977)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,232,731       $ 2,056,359
                                            ==========        ==========


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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $20,514,746       $20,700,114

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 18,831,562)     ( 19,094,527)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,683,184       $ 1,605,587
                                            ==========        ==========


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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $ 8,689,349       $ 8,861,801

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  7,902,528)     (  8,087,153)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   786,821       $   774,648
                                            ==========        ==========




                                      F-63
<PAGE>




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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $13,818,593       $14,412,771

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,278,678)     ( 12,929,943)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,539,915       $ 1,482,828
                                            ==========        ==========


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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $13,162,328       $13,109,702

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 11,749,883)     ( 11,684,674)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,412,445       $ 1,425,028
                                            ==========        ==========


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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $10,575,705       $10,615,042

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,256,824)     (  9,303,505)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,318,881       $ 1,311,537
                                            ==========        ==========




                                      F-64
<PAGE>




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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $22,640,005       $22,694,289

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,798,659)     ( 19,872,329)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,841,346       $ 2,821,960
                                            ==========        ==========


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

                                              2003              2002
                                          -------------     -------------

      Proved properties                    $ 5,424,824       $ 5,463,297

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,751,654)     (  4,798,942)
                                            ----------        ----------
            Net oil and gas
               Properties                  $   673,170       $   664,355
                                            ==========        ==========

      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2003,  2002,  and 2001.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2003, 2002, and 2001, were as follows:

            Partnership         2003(1)       2002         2001
            -----------       --------      --------     --------

               II-A           $102,903      $137,449     $149,585
               II-B             24,971        14,939      492,951
               II-C             24,478         9,993       82,009
               II-D            153,431       116,640      169,317
               II-E             24,348       198,005       51,785
               II-F             41,415        93,456      118,663
               II-G             93,448       197,745      254,554
               II-H             24,574        46,750       61,632

(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  $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.

                                      F-65
<PAGE>




      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships' proved reserves,  all of which are located in the United States of
America,  for the periods  indicated.  The proved reserves at December 31, 2003,
2002, and 2001, 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, 2000                   548,403        6,707,781
   Production                                   ( 67,519)      (  774,153)
   Sales of minerals in place                       -          (   60,382)
   Extensions and discoveries                     18,433           11,955
   Revision of previous
      estimates                                 (125,788)      (   14,943)
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   373,529        5,870,258
   Production                                   ( 64,016)      (  821,485)
   Sales of minerals in place                   (  4,154)      (  109,339)
   Extensions and discoveries                     47,104           46,402
   Revision of previous
      estimates                                  165,389          831,714
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   517,852        5,817,550
   Production                                   ( 74,313)      (  717,179)
   Sales 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
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2001                             373,529        5,870,258
                                                 =======        =========
   December 31, 2002                             517,852        5,817,550
                                                 =======        =========
   December 31, 2003                             578,339        6,602,791
                                                 =======        =========






                                      F-67
<PAGE>





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

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

Proved reserves, Dec. 31, 2000                   361,833        4,842,161
   Production                                   ( 49,375)      (  570,423)
   Extensions and discoveries                     58,881           18,379
   Revision of previous
      estimates                                 ( 86,953)      (    7,061)
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   284,386        4,283,056
   Production                                   ( 40,616)      (  598,159)
   Sales of minerals in place                   (  3,132)            -
   Revision of previous
      estimates                                  118,986          758,648
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   359,624        4,443,545
   Production                                   ( 43,725)      (  548,582)
   Sales 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
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2001                             284,386        4,283,056
                                                 =======        =========
   December 31, 2002                             359,624        4,443,545
                                                 =======        =========
   December 31, 2003                             450,386        5,031,097
                                                 =======        =========





                                      F-68
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   126,153        3,391,042
   Production                                   ( 14,034)      (  302,093)
   Extensions and discoveries                      8,281            2,345
   Revision of previous
      estimates                                 ( 24,922)         160,543
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                    95,478        3,251,837
   Production                                   ( 14,351)      (  343,662)
   Sales of minerals in place                   (    596)      (  151,771)
   Revision of previous
      estimates                                   48,413          364,064
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   128,944        3,120,468
   Production                                   ( 15,806)      (  315,371)
   Sales of minerals in place                       -          (      326)
   Revision of previous
      estimates                                   53,740          666,561
                                                 -------        ---------

Proved reserves, Dec. 31, 2003                   166,878        3,471,332
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 2001                              95,478        3,251,837
                                                 =======        =========
   December 31, 2002                             128,944        3,120,468
                                                 =======        =========
   December 31, 2003                             166,878        3,471,332
                                                 =======        =========




                                      F-69
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   253,737         8,264,342
   Production                                   ( 18,970)       (  712,930)
   Sales of minerals in place                   ( 28,595)             -
   Extensions and discoveries                      5,656         1,961,987
   Revision of previous
      estimates                                 ( 18,990)         (121,541)
                                                 -------         ---------

Proved reserves, Dec. 31, 2001                   192,838         9,391,858
   Production                                   ( 31,350)       (  795,913)
   Sales of minerals in place                   (  6,238)       (1,773,652)
   Extensions and discoveries                     20,756           164,024
   Revision of previous
      estimates                                   10,718           962,656
                                                 -------         ---------

Proved reserves, Dec. 31, 2002                   186,724         7,948,973
   Production                                   ( 23,482)      (   724,786)
   Sales 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
                                                 =======         =========

PROVED DEVELOPED RESERVES:


   December 31, 2001                             192,838         9,391,858
                                                 =======         =========
   December 31, 2002                             186,724         7,948,973
                                                 =======         =========
   December 31, 2003                             205,493         8,820,151
                                                 =======         =========




                                      F-70
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   229,723        4,054,722
   Production                                   ( 24,064)      (  490,127)
   Sales of minerals in place                   ( 17,957)      (    3,024)
   Revision of previous
      estimates                                 ( 41,174)          82,011
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   146,528        3,643,582
   Production                                   ( 23,426)      (  488,328)
   Sales of minerals in place                       -          (   13,492)
   Extensions and discoveries                      2,949          120,748
   Revision of previous
      estimates                                   47,113          929,896
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   173,164        4,192,406
   Production                                   ( 19,131)      (  467,472)
   Sales 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
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 2001                             146,528        3,643,582
                                                 =======        =========
   December 31, 2002                             173,164        4,192,406
                                                 =======        =========
   December 31, 2003                             185,726        4,993,342
                                                 =======        =========






                                      F-71
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   269,110        3,158,866
   Production                                   ( 30,965)      (  465,214)
   Sales of minerals in place                   (    781)      (    1,865)
   Extensions and discoveries                      2,802           13,721
   Revision of previous
      estimates                                 ( 21,641)         303,403
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   218,525        3,008,911
   Production                                   ( 27,894)      (  451,358)
   Sales of minerals in place                       -          (   33,002)
   Extensions and discoveries                      4,759          127,801
   Revision of previous
      estimates                                   34,884          309,929
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   230,274        2,962,281
   Production                                   ( 24,828)      (  442,255)
   Sales 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
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2001                             218,525        3,008,911
                                                 =======        =========
   December 31, 2002                             230,274        2,962,281
                                                 =======        =========
   December 31, 2003                             294,371        3,805,394
                                                 =======        =========




                                      F-72
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   565,056         6,779,445
   Production                                   ( 64,898)       (  992,099)
   Sales of minerals in place                   (  1,657)       (    5,208)
   Extensions and discoveries                      5,979            31,001
   Revision of previous
      estimates                                 ( 45,326)          626,857
                                                 -------         ---------

Proved reserves, Dec. 31, 2001                   459,154         6,439,996
   Production                                   ( 58,467)       (  959,663)
   Sales of minerals in place                       -           (   69,121)
   Extensions and discoveries                     16,826           273,003
   Revision of previous
      estimates                                   66,360           685,765
                                                 -------         ---------

Proved reserves, Dec. 31, 2002                   483,873         6,369,980
   Production                                   ( 52,045)       (  941,870)
   Sales 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
                                                 =======         =========

PROVED DEVELOPED RESERVES:

   December 31, 2001                             459,154         6,439,996
                                                 =======         =========
   December 31, 2002                             483,873         6,369,980
                                                 =======         =========
   December 31, 2003                             618,052         8,180,541
                                                 =======         =========





                                      F-73
<PAGE>




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

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

Proved reserves, Dec. 31, 2000                   131,882        1,646,842
   Production                                   ( 15,054)      (  237,600)
   Sales of minerals in place                   (    391)      (    1,779)
   Extensions and discoveries                        388            7,897
   Revision of previous
      estimates                                 (  9,535)         139,973
                                                 -------        ---------

Proved reserves, Dec. 31, 2001                   107,290        1,555,333
   Production                                   ( 13,577)      (  229,923)
   Sales of minerals in place                       -          (   15,921)
   Extensions and discoveries                      1,519           56,116
   Revision of previous
      estimates                                   17,853          188,329
                                                 -------        ---------

Proved reserves, Dec. 31, 2002                   113,085        1,553,934
   Production                                   ( 12,082)      (  226,604)
   Sales 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
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 2001                             107,290        1,555,333
                                                 =======        =========
   December 31, 2002                             113,085        1,553,934
                                                 =======        =========
   December 31, 2003                             144,069        1,990,234
                                                 =======        =========






                                      F-74
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2003 and 2002 are as
follows:

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

                                              2003
                       -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                       ----------   ----------  ----------  ----------

Total Revenues         $1,476,502   $1,572,825  $1,311,663  $1,236,180
Gross Profit (1)        1,102,997    1,248,004     973,719     864,691
Net Income                905,124    1,059,385     770,667     687,656
Limited Partners'
   Net Income                1.67         1.96        1.42        1.27
   Per Unit

                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                       ----------   ----------  ----------  ----------

Total Revenues         $  789,152   $1,173,966  $  934,000  $1,083,198
Gross Profit (1)          325,518      834,634     619,024     684,532
Net Income                 89,283      619,972     460,956     474,894
Limited Partners'
   Net Income
   Per Unit                   .15         1.14         .85         .87


-----------------------
(1) Total revenues less oil and gas production expenses.




                                      F-75
<PAGE>





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


                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues          $1,024,409  $1,015,707    $930,773    $893,287
Gross Profit (1)           780,583     768,700     683,017     633,564
Net Income                 634,041     612,802     529,405     514,956
Limited Partners'
   Net Income
   Per Unit                   1.57        1.51        1.31        1.27

                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues          $  581,081  $  693,623    $653,379    $707,983
Gross Profit (1)           232,791     451,685     457,951     471,675
Net Income                  51,494     287,730     344,740     290,082
Limited Partners'
   Net Income
   Per Unit                    .11         .70         .86         .70


----------------------
(1) Total revenues less oil and gas production expenses.



                                      F-76
<PAGE>





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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $523,711    $512,759     $433,856    $430,880
Gross Profit (1)          406,828     387,348      315,423     306,974
Net Income                329,308     314,704      248,009     247,131
Limited Partners'
   Net Income
   Per Unit                  1.90        1.82         1.43        1.43


                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter    Quarter (2)
                        ----------  ----------- ----------- -----------

Total Revenues           $268,077    $338,202     $325,234    $474,418
Gross Profit (1)          124,101     244,733      238,388     366,641
Net Income                 36,398     166,179      188,038     302,546
Limited Partners'
   Net Income
   Per Unit                   .19         .95         1.09        1.75

----------------------
(1)  Total revenues less oil and gas production expenses.
(2)  Significant increase in Fourth Quarter Net Income resulted from the gain
     on sale of several properties.



                                      F-77
<PAGE>




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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues          $1,043,560   $1,003,165    $939,761   $  924,524
Gross Profit (1)           811,604      728,911     670,307      624,437
Net Income                 629,705      564,528     522,651      462,501
Limited Partners'
   Net Income
   Per Unit                   1.78         1.59        1.48         1.30


                                              2002
                        -----------------------------------------------
                           First      Second       Third       Fourth
                          Quarter     Quarter     Quarter     Quarter(2)
                        ----------  ----------- ----------- -----------

Total Revenues          $  538,200   $  809,677    $787,921   $1,980,869
Gross Profit (1)           247,999      605,024     564,516    1,812,881
Net Income                  83,003      442,237     458,518    1,691,929
Limited Partners'
   Net Income
   Per Unit                    .22         1.24        1.31         4.83

----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant  increase in Fourth Quarter Net Income resulted from the gain on
    sale of several properties.




                                      F-78
<PAGE>





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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $753,393    $774,911     $658,485    $585,112
Gross Profit (1)          565,150     632,834      503,658     405,331
Net Income                458,506     535,125      391,582     308,702
Limited Partners'
   Net Income
   Per Unit                  1.79        2.10         1.52        1.20


                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $399,243    $494,187     $589,514    $493,877
Gross Profit (1)          242,077     363,404      461,502     381,570
Net Income                100,318     238,745      371,872     296,833
Limited Partners'
   Net Income
   Per Unit                   .37         .92         1.45        1.16


----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-79
<PAGE>




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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $741,486     $730,316   $596,691    $632,660
Gross Profit (1)          571,525      587,682    494,650     474,089
Net Income                475,624      503,534    402,746     401,843
Limited Partners'
   Net Income
   Per Unit                  2.48         2.63       2.09        2.10


                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $417,293     $476,813   $528,079    $531,009
Gross Profit (1)          275,744      383,219    423,224     449,021
Net Income                158,187      287,067    329,817     341,548
Limited Partners'
   Net Income
   Per Unit                   .80         1.49       1.71        1.76



----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-80
<PAGE>





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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues          $1,570,502   $1,558,395  $1,264,715  $1,342,769
Gross Profit (1)         1,209,012    1,253,705   1,045,415   1,007,078
Net Income               1,014,829    1,083,059     846,611     853,152
Limited Partners'
   Net Income
   Per Unit                   2.44         2.60        2.03        2.05


                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues          $  883,474   $1,011,416  $1,117,354  $1,123,142
Gross Profit (1)           582,126      811,752     892,576     948,729
Net Income                 343,653      609,560     694,566     719,623
Limited Partners'
   Net Income
   Per Unit                    .80         1.45        1.66        1.71


----------------------
(1) Total revenues less oil and gas production expenses.





                                      F-81
<PAGE>





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

                                              2003
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $371,375    $374,157    $300,141    $320,749
Gross Profit (1)          285,184     301,004     246,821     238,058
Net Income                230,253     252,471     197,686     199,462
Limited Partners'
   Net Income
   Per Unit                  2.24        2.47        1.92        1.94


                                              2002
                        -----------------------------------------------
                           First      Second       Third      Fourth
                          Quarter     Quarter     Quarter     Quarter
                        ----------  ----------- ----------- -----------

Total Revenues           $208,773    $239,133    $265,143    $266,994
Gross Profit (1)          136,605     191,298     210,700     224,136
Net Income                 69,326     139,032     160,567     167,785
Limited Partners'
   Net Income
   Per Unit                   .65        1.35        1.55        1.62

----------------------
(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.

 4.7     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



                                      F-83
<PAGE>



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

 4.8     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.

 4.9     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.

*4.10    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 21, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-A.

 4.11    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.

 4.12    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.

 4.13    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 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    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.

 4.15    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



                                      F-84
<PAGE>



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

*4.16    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership II-B.

 4.17    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.

 4.18    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.

 4.19    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.

*4.20    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 21, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-B.

 4.21    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.

 4.22    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.

 4.23    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.



                                      F-85
<PAGE>



 4.24    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.

 4.25    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.

*4.26    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership II-C.

 4.27    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.

 4.28    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.

 4.29    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.

*4.30    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 21, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-C.

 4.31    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.

 4.32    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,



                                      F-86
<PAGE>



         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.

 4.33    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.

 4.34    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.

 4.35    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.

*4.36    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership II-D.

 4.37    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.

 4.38    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.

 4.39    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.

*4.40    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 21, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-D.



                                      F-87
<PAGE>



 4.41    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.

 4.42    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.

 4.43    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.

 4.44    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.

 4.45    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.

 4.46    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.

*4.47    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003  for  the  Geodyne  Energy  Income   Limited
         Partnership II-E.

 4.48    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.




                                      F-88
<PAGE>



 4.49    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.

 4.50    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.

*4.51    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 21, 2003,  for the Geodyne  Energy  Income
         Limited Partnership III-E.

 4.52    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.

 4.53    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.

 4.54    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, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.55    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.

 4.56    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.



                                      F-89
<PAGE>



 4.57    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.

 4.58    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.

*4.59    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership II-F.

 4.60    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.

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

*4.62    Fourth  Amendment to Certificate of Limited Partnership  dated November
         21, 2003, for the Geodyne Energy Income Limited Partnership II-F.

 4.63    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.

 4.64    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.

 4.65    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



                                      F-90
<PAGE>



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

 4.66    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.

 4.67    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.

 4.68    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.

 4.69    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.

*4.70    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003  for  the  Geodyne  Energy  Income   Limited
         Partnership II-G.

 4.71    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.

 4.72    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.

*4.73    Fourth  Amendment to Certificate of Limited  Partnership dated November
         21, 2003, for the Geodyne Energy Income Limited Partnership II-G.



                                      F-91
<PAGE>



 4.74    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.

 4.75    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.

 4.76    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.

 4.77    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.

 4.78    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.

 4.79    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.

 4.80    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.

*4.81    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003  for  the   Geodyne  Energy  Income  Limited
         Partnership II-H.



                                      F-92
<PAGE>



 4.82    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.

 4.83    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.

*4.84    Fourth Amendment to Certificate of Limited  Partnership dated  November
         21, 2003, for the Geodyne Energy Income Limited Partnership II-H.

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

 10.6    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.

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



                                      F-93
<PAGE>



         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.

 10.8    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.

 10.9    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.

*10.10   Fourth Amendment to Agreement of Partnership dated  November  18,  2003
         for the Geodyne Production Partnership II-B.

 10.11   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.

 10.12   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.

 10.13   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.

 10.14   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.

*10.15   Fourth Amendment to Agreement  of  Partnership  dated November 18, 2003
         for the Geodyne Production Partnership II-C.

 10.16   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.



                                      F-94
<PAGE>



 10.17   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.

 10.18   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.

 10.19   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.

*10.20   Fourth  Amendment  to  Agreement of Partnership dated November 18, 2003
         for the Geodyne Production Partnership II-D.

 10.21   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.

 10.22   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.

 10.23   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.

 10.24   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.

*10.25   Fourth Amendment  to  Agreement  of Partnership dated November 18, 2003
         for the Geodyne Production Partnership II-E.

 10.26   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



                                      F-95
<PAGE>



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

 10.27   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.

 10.28   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.

 10.29   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.

*10.30   Fourth  Amendment  to Agreement  of Partnership dated November 18, 2003
         for the Geodyne Production Partnership II-F.

 10.31   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.

 10.32   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.

 10.33   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.

 10.34   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.

*10.35   Fourth  Amendment  to Agreement  of Partnership dated November 18, 2003
         for the Geodyne Production Partnership II-G.



                                      F-96
<PAGE>



 10.36   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.

 10.37   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.

 10.38   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.

 10.39   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.

*10.40   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne Production Partnership II-H.

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

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

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

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

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

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

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

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



                                      F-97
<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-98
<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-99
<PAGE>





         All other Exhibits are omitted as inapplicable.

         ----------

        *Filed herewith.




                                     F-100