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

For the fiscal year ended December 31, 1998

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

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

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

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

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

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

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

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



                                      -1-
<PAGE>





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

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

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

                  DOCUMENTS INCORPORATED BY REFERENCE:  None



                                      -2-
<PAGE>



                                 FORM 10-K405
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 2.     PROPERTIES................................................10
      ITEM 3.     LEGAL PROCEEDINGS.........................................26
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26

PART II.....................................................................26
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
      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........................................ 71
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............71
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................71

PART III....................................................................71
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................71
      ITEM 11.    EXECUTIVE COMPENSATION....................................73
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................82
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............83

PART IV.....................................................................84
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................84
      SIGNATURES............................................................90





                                      -3-
<PAGE>



                                    PART I.

ITEM 1.   BUSINESS

      General

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

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

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


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




                                      -4-
<PAGE>



      The  General  Partner  currently  serves as general  partner of 29 limited
partnerships  including the Partnerships.  The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  January  31,  1999,   Samson  owned  interests  in
approximately 10,500 oil and gas wells located in 19 states of the United States
and the countries of Canada,  Venezuela, and Russia. At January 31, 1999, Samson
operated  approximately  2,900  oil and gas  wells  located  in 15 states of the
United States, as well as Canada, Venezuela, and Russia.

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 1999, Samson employed approximately 850 persons. No employees
are covered by collective  bargaining  agreements,  and management believes that
Samson  provides  a  sound  employee  relations  environment.   For  information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships will terminate 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. As
of the date of this  Annual  Report,  the  General  Partner  has not  determined
whether to 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.


      Competition and Marketing

      The  domestic  oil and gas  industry is highly  competitive,  with a large
number of companies and  individuals  engaged in the exploration and development
of oil and gas properties. The ability of the Partnerships to produce and market
oil and gas  profitably  depends  on a number of  factors  that are  beyond  the
control  of  the  Partnerships.   These  factors  include  worldwide   political
instability  (especially  in  oil-producing  regions),   United  Nations  export
embargoes,  the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily  influenced by weather  patterns),
government  regulations  and taxes,  the price and  availability  of alternative
fuels,  the overall economic  environment,  and the availability and capacity of
transportation and processing facilities.  The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated.

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

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines.  Spot prices for the Partnerships'  gas decreased from  approximately
$2.32 per Mcf at December  31, 1997 to  approximately  $1.93 per Mcf at December
31, 1998. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality



                                      -6-
<PAGE>



differences. Continued very low oil prices as discussed below may cause downward
pressure on gas prices due to some users of gas  converting  to oil as a cheaper
fuel alternative.

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

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


      Significant Customers

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



                                      -7-
<PAGE>



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

   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                      32.8%
                 Amoco Production Company ("Amoco")                 13.0%
                 Hallwood Petroleum, Inc. ("Hallwood")              10.1%

   II-B          El Paso                                            37.6%
                 Hallwood                                           15.6%

   II-C          El Paso                                            36.2%

   II-D          El Paso                                            28.4%
                 Vintage Petroleum Inc.                             10.9%

   II-E          El Paso                                            47.8%

   II-F          El Paso                                            30.8%
                 Chevron U.S.A. Inc. ("Chevron")                    13.2%
                 Texaco Exploration and Production,
                   Inc. ("Texaco")                                  12.7%

   II-G          El Paso                                            30.6%
                 Chevron                                            13.0%
                 Texaco                                             12.8%

   II-H          El Paso                                            30.2%
                 Texaco                                             12.8%
                 Chevron                                            12.6%


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

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




                                      -8-
<PAGE>




      Oil, Gas, and Environmental Control Regulations

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

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

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

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





                                      -9-
<PAGE>





      Insurance Coverage

      The  Partnerships  are  subject  to  all  of  the  risks  inherent  in the
exploration  for and  production of oil and gas including  blowouts,  pollution,
fires, and other casualties.  The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in  operations  similar to that
of the  Partnerships,  but losses can occur from uninsurable risks or in amounts
in excess of existing  insurance  coverage.  The occurrence of an event which is
not fully  covered by  insurance  could have a  material  adverse  effect on the
Partnerships' financial condition and results of operations.


ITEM 2.  PROPERTIES

            Well Statistics

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

                              Well Statistics(1)
                            As of December 31, 1998

            Number of Gross Wells(2)           Number of Net Wells(3)
         ----------------------------     ---------------------------------
P/ship   Total    Oil   Gas   N/A(4)      Total     Oil      Gas     N/A(4)
------   -----    ---   ---   -------     -----    -----    -----    ------
II-A     1,038    751   283      4        44.31    29.50    14.68      .13
II-B       197    113    83      1        24.15    15.24     8.90      .01
II-C       268    103   162      3         8.38     2.61     5.71      .06
II-D       204     79   122      3        23.76     4.41    18.66      .69
II-E       978    721   227     30        12.06     4.92     7.12      .02
II-F       998    754   214     30        12.33     6.64     5.63      .06
II-G       998    754   214     30        26.60    14.26    12.20      .14
II-H       998    754   214     30         6.48     3.44     3.00      .04

---------------
(1)   The  designation  of a well  as an oil  well  or gas  well  is made by the
      General  Partner based on the relative  amount of oil and gas reserves for
      the well.  Regardless of a well's oil or gas  designation,  it may produce
      oil, gas, or both oil and gas.
(2)   As used in this Annual  Report,  "gross  well" refers to a well in which a
      working interest is owned;  accordingly,  the number of gross wells is the
      total number of wells in which a working interest is owned.
(3)   As  used  in this  Annual  Report,  "net  well"  refers  to the sum of the
      fractional  working  interests  owned in gross wells.  For example,  a 15%
      working interest in a well represents one gross well, but 0.15 net well.
(4)   Wells which have not been designated as oil or gas.


                                      -10-
<PAGE>



      Drilling Activities

      During the year ended  December  31,  1998,  the  Partnerships  indirectly
participated in the drilling activities described below. The Partnerships do not
own working interests in any of these wells;  therefore,  they did not incur any
costs associated with the drilling activity.
                                                   Revenue
P/ship     Well Name             County      St.   Interest   Type  Status
------     ---------             ------      ----  -------- ----    ------

 II-A      Graham F No. 3-30     Custer      OK    .0039      Gas   Prod.
           Eyster No. 1-20       Custer      OK    .0231      Gas   Prod.
           Beulah Switzer
             No. 4-18            Blaine      OK    .0025      Gas   Prod.
           Melford No. 1-7       Grady       OK    .0011      Gas   Unknown
           Hunt 36 No. 6         Sutton      TX    .0014      Gas   Prod.
           Paul A. No. 2-34      Garvin      OK    .0109      Oil   Unknown

 II-B      None

 II-C      Laird B-9             Rusk        TX    .0023      Gas   Prod.
           Laird C No. 8         Rusk        TX    .0002      Gas   Prod.

 II-D      Laird B-9             Rusk        TX    .0246      Gas   Prod.
           Laird C No. 8         Rusk        TX    .0023      Gas   Prod.

 II-E      Frances No. 1         Wheeler     TX    .0009      Gas   Prod.
           Bryant No. 2-44       Wheeler     TX    .0013      Gas   Prod.
           Coltharp No. 2-51     Wheeler     TX    .0003      Gas   Prod.
           McQuiddy No. 2-4      Hemphill    TX    .0197      Gas   Prod.
           Schoolfield No. 1     Duval       TX    .0010      Gas   Unknown
           Henshaw Deep
             Unit No. 9          Eddy        TX    .0002      Gas   Prod.
           Hunt 36 No. 6         Sutton      TX    .0002      Gas   Prod.
           Red Draw No. 5        Howard      TX    .0017      Oil   Prod.

II-F       Frances No. 1         Wheeler     TX    .0023      Gas   Prod.
           Bryant No. 2-44       Wheeler     TX    .0030      Gas   Prod.
           Coltharp No. 2-51     Wheeler     TX    .0006      Gas   Prod.
           Schoolfield No. 1     Duval       TX    .0025      Gas   Unknown
           Henshaw Deep
             Unit No. 9          Eddy        TX    .0005      Gas   Prod.
           Hunt 36 No. 6         Sutton      TX    .0004      Gas   Prod.
           Red Draw No. 5        Howard      TX    .0041      Oil   Prod.

II-G       Frances No. 1         Wheeler     TX    .0048      Gas   Prod.
           Bryant No. 2-44       Wheeler     TX    .0064      Gas   Prod.
           Coltharp No. 2-51     Wheeler     TX    .0014      Gas   Prod.
           Schoolfield No. 1     Duval       TX    .0053      Gas   Unknown
           Henshaw Deep
             Unit No. 9          Eddy        TX    .0010      Gas   Prod.
           Hunt 36 No. 6         Sutton      TX    .0009      Gas   Prod.
           Red Draw No. 5        Howard      TX    .0085      Oil   Prod.



                                      -11-
<PAGE>




II-H       Frances No. 1         Wheeler     TX    .0011      Gas   Prod.
           Bryant No. 2-44       Wheeler     TX    .0015      Gas   Prod.
           Coltharp No. 2-51     Wheeler     TX    .0003      Gas   Prod.
           Schoolfield No. 1     Duval       TX    .0012      Gas  Unknown
           Henshaw Deep
             Unit No. 9          Eddy        TX    .0002      Gas   Prod.
           Hunt 36 No. 6         Sutton      TX    .0002      Gas   Prod.
           Red Draw No. 5        Howard      TX    .0020      Oil   Prod.


      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.




                                      -12-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           86,428        105,866        103,230
   Gas (Mcf)                         1,433,552      1,505,818      1,737,090

Oil and gas sales:
   Oil                              $1,070,099     $1,995,185     $2,105,377
   Gas                               2,841,724      3,436,560      3,727,497
                                     ---------      ---------      ---------
     Total                          $3,911,823     $5,431,745     $5,832,874
                                     =========      =========      =========
Total direct operating
   expenses                         $1,772,997     $1,888,421     $1,941,040
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         45.3%          34.8%          33.3%

Average sales price:
   Per barrel of oil                    $12.38         $18.85         $20.40
   Per Mcf of gas                         1.98           2.28           2.15

Direct operating expenses per
   equivalent Bbl of oil                $ 5.45         $ 5.29         $ 4.94




                                      -13-
<PAGE>



                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           53,095         67,591         74,434
   Gas (Mcf)                           904,066      1,047,458      1,219,775

Oil and gas sales:
   Oil                              $  713,020     $1,292,911     $1,557,104
   Gas                               1,779,023      2,523,358      2,622,423
                                     ---------      ---------      ---------
     Total                          $2,492,043     $3,816,269     $4,179,527
                                     =========      =========      =========
Total direct operating
   expenses                         $1,092,499     $1,314,450     $1,164,713
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         43.8%          34.4%          27.9%

Average sales price:
   Per barrel of oil                    $13.43         $19.13         $20.92
   Per Mcf of gas                         1.97           2.41           2.15

Direct operating expenses per
   equivalent Bbl of oil                $ 5.36         $ 5.43         $ 4.19



                                      -14-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           16,806         22,753         25,093
   Gas (Mcf)                           478,643        582,748        685,344

Oil and gas sales:
   Oil                              $  224,072     $  433,286     $  530,533
   Gas                                 912,402      1,363,371      1,395,407
                                     ---------      ---------      ---------
     Total                          $1,136,474     $1,796,657     $1,925,940
                                     =========      =========      =========
Total direct operating
   expenses                         $  427,109     $  527,821     $  602,924
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         37.6%          29.4%          31.3%

Average sales price:
   Per barrel of oil                    $13.33         $19.04         $21.14
   Per Mcf of gas                         1.91           2.34           2.04

Direct operating expenses per
   equivalent Bbl of oil                $ 4.42         $ 4.40         $ 4.33




                                      -15-
<PAGE>



                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           37,733         50,413         66,517
   Gas (Mcf)                         1,034,372      1,501,911      1,637,645

Oil and gas sales:
   Oil                              $  477,184     $  941,767     $1,332,558
   Gas                               1,933,867      3,372,387      2,996,544
                                     ---------      ---------      ---------
     Total                          $2,411,051     $4,314,154     $4,329,102
                                     =========      =========      =========
Total direct operating
   expenses                         $  945,971     $1,657,087     $1,800,899
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         39.2%          38.4%          41.6%

Average sales price:
   Per barrel of oil                    $12.65         $18.68         $20.03
   Per Mcf of gas                         1.87           2.25           1.83

Direct operating expenses per
   equivalent Bbl of oil                $ 4.50         $ 5.51         $ 5.31




                                      -16-
<PAGE>



                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           37,508         42,668         53,804
   Gas (Mcf)                           647,841        783,379        861,464

Oil and gas sales:
   Oil                              $  499,076     $  814,761     $1,096,064
   Gas                               1,205,387      1,801,242      1,597,253
                                     ---------      ---------      ---------
     Total                          $1,704,463     $2,616,003     $2,693,317
                                     =========      =========      =========
Total direct operating
   expenses                         $  672,490     $  909,321     $  913,077
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         39.5%          34.8%          33.9%

Average sales price:
   Per barrel of oil                    $13.31         $19.10         $20.37
   Per Mcf of gas                         1.86           2.30           1.85

Direct operating expenses per
   equivalent Bbl of oil                $ 4.62         $ 5.25         $ 4.63




                                      -17-
<PAGE>



                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           36,915         45,014         47,395
   Gas (Mcf)                           516,917        586,444        761,702

Oil and gas sales:
   Oil                              $  491,647     $  839,925     $  939,731
   Gas                                 953,155      1,351,464      1,493,582
                                     ---------      ---------      ---------
     Total                          $1,444,802     $2,191,389     $2,433,313
                                     =========      =========      =========
Total direct operating
   expenses                         $  398,414     $  546,465     $  643,984
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.6%          24.9%          26.5%

Average sales price:
   Per barrel of oil                    $13.32         $18.66         $19.83
   Per Mcf of gas                         1.84           2.30           1.96

Direct operating expenses per
   equivalent Bbl of oil                $ 3.24         $ 3.83         $ 3.69




                                      -18-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           77,421         94,553         99,593
   Gas (Mcf)                         1,105,661      1,256,464      1,626,530

Oil and gas sales:
   Oil                              $1,030,974     $1,764,599     $1,975,112
   Gas                               2,041,481      2,905,646      3,183,687
                                     ---------      ---------      ---------
     Total                          $3,072,455     $4,670,245     $5,158,799
                                     =========      =========      =========
Total direct operating
   expenses                         $  852,699     $1,185,722     $1,386,254
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.8%          25.4%          26.9%

Average sales price:
   Per barrel of oil                    $13.32         $18.66         $19.83
   Per Mcf of gas                         1.85           2.31           1.96

Direct operating expenses per
   equivalent Bbl of oil                $ 3.26         $ 3.90         $ 3.74




                                      -19-
<PAGE>



                             Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1998           1997           1996
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           17,978         21,998         23,172
   Gas (Mcf)                           266,337        304,593        397,146

Oil and gas sales:
   Oil                              $  239,450     $  410,718     $  459,899
   Gas                                 494,163        709,016        770,323
                                     ---------      ---------      ---------
     Total                          $  733,613     $1,119,734     $1,230,222
                                     =========      =========      =========
Total direct operating
   expenses                         $  205,463     $  290,042     $  339,390
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         28.0%          25.9%          27.6%

Average sales price:
   Per barrel of oil                    $13.32         $18.67         $19.85
   Per Mcf of gas                         1.86           2.33           1.94

Direct operating expenses per
   equivalent Bbl of oil                $ 3.29         $ 3.99         $ 3.80


      Proved Reserves and Net Present Value

      The following table sets forth each Partnership's estimated proved oil and
gas reserves  and net present  value  therefrom  as of December  31,  1998.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder  Scott  Company  Petroleum   Engineers  ("Ryder  Scott"),  an  independent
petroleum  engineering  firm. As used  throughout  this Annual  Report,  "proved
reserves"  refers to those  estimated  quantities  of crude  oil,  gas,  and gas
liquids which  geological  and  engineering  data  demonstrate  with  reasonable
certainty to be  recoverable  in future years from known oil and gas  reservoirs
under existing economic and operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production



                                      -20-
<PAGE>



taxes,  ad  valorem  taxes,   and  operating   expenses)  and  estimated  future
development  costs,  discounted at 10% per annum. Net present value attributable
to the  Partnerships'  proved  reserves was  calculated  on the basis of current
costs and prices at December 31, 1998. Such prices were not escalated  except in
certain  circumstances where escalations were fixed and readily  determinable in
accordance with applicable contract  provisions.  The prices used in calculating
the net present value  attributable to the Partnerships'  proved reserves do not
necessarily  reflect  market  prices for oil and gas  production  subsequent  to
December 31, 1998. There can be no assurance that the prices used in calculating
the net present value of the Partnerships'  proved reserves at December 31, 1998
will actually be realized for such production.

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


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

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 7,732,781
      Oil and liquids (Bbls)                                      360,463

   Net present value (discounted at 10% per annum)             $8,516,737

II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 5,310,753
      Oil and liquids (Bbls)                                      239,827

   Net present value (discounted at 10% per annum)             $5,733,551




                                      -21-
<PAGE>



II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,603,745
      Oil and liquids (Bbls)                                      118,667

   Net present value (discounted at 10% per annum)             $3,431,372

II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 8,224,693
      Oil and liquids (Bbls)                                      256,982

   Net present value (discounted at 10% per annum)             $7,488,437

II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 4,459,632
      Oil and liquids (Bbls)                                      163,199

   Net present value (discounted at 10% per annum)             $4,574,486

II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 3,625,312
      Oil and liquids (Bbls)                                      240,941

   Net present value (discounted at 10% per annum)             $4,442,717

II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 7,768,284
      Oil and liquids (Bbls)                                      507,493

   Net present value (discounted at 10% per annum)             $9,444,366

II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                 1,882,355
      Oil and liquids (Bbls)                                      119,166

   Net present value (discounted at 10% per annum)             $2,257,259

----------

(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.



                                      -22-
<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 tables set forth certain well and reserve  information as of
December  31, 1998 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.



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


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

                                                                   Wells
                                                                 Operated by
                                                                 Affiliates        Oil          Gas
                        Gross     Net        Other      Total    ------------    Reserves     Reserves      Present
     Basin              Wells     Wells    Wells (1)    Wells    Number    %      (Bbl)        (Mcf)         Value
------------------      ------   -------   ---------    ------   ------   ----   --------    ----------    ----------
<S>                       <C>     <C>          <C>        <C>      <C>     <C>    <C>         <C>           <C>       
II-A Partnership:
      Anadarko            119      8.20        36         155      35      23%     44,942     4,067,358     $3,974,761
      Gulf Coast          259     11.73         -         259       -       -%    123,242     1,444,031      1,782,553
      Permian             487      4.36        10         497      10       2%     48,037     1,010,820      1,102,066
      Southern Okla.
        Folded Belt        14      2.15        13          27      12      44%     53,879       638,763        824,420

II-B Partnership:
      Anadarko             38      4.68         3          41      14      34%     18,706     2,625,865     $2,454,533
      Southern Okla.
       Folded Belt         13      3.50         -          13      12      92%     87,573       929,045     $1,214,366
      Permian              13      1.68         -          13      10      77%     12,628       943,051        834,232
      Gulf Coast           23       .71         1          24       -       -%      7,696       583,946        638,717

II-C Partnership:
      Anadarko             80      3.85        10          90      21      23%     16,517     1,968,276     $1,612,059
      Southern Okla.
       Folded Belt         16      1.60         -          16      15      94%     38,053       624,450        704,804
      Permian              17       .83         1          18      10      56%      7,216       448,518        395,294

II-D Partnership:
      Anadarko             51      6.72         7          58       9      16%     27,603     2,913,364     $2,582,762
      Sacramento           34      5.63         -          34       -       -%       -        2,011,244      1,780,750
      Gulf Coast           13      2.01         1          14       8      57%     61,458       875,687        834,961
      Permian              11      2.17         4          15       4      27%     22,574     1,036,736        798,267

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



                                      -24-
<PAGE>

<TABLE>
<CAPTION>

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

                                                                 Wells
                                                               Operated by
                                                               Affiliates         Oil          Gas
                        Gross     Net      Other      Total    ------------     Reserves     Reserves     Present
     Basin              Wells    Wells   Wells (1)    Wells    Number    %       (Bbl)        (Mcf)        Value
------------------      ------   ------- ---------    ------   ------   ----    --------    ----------   ----------
<S>                      <C>      <C>       <C>        <C>        <C>    <C>     <C>         <C>          <C>       
II-E Partnership:
      Anadarko            31       2.03        17         48      15     31%       6,397     1,950,476    $1,809,667
      Permian            836       4.59     1,542      2,378       7      -%      87,465     1,398,070     1,520,102
      Southern Okla.
       Folded Belt        10        .50       -           10       1     10%      11,369       718,954       702,641

II-F Partnership:
      Permian            829       7.54     1,539      2,368       3      -%     204,918     1,292,442    $2,178,264
      Anadarko            58       2.06        15         73      16     22%       8,703     1,639,531     1,669,129
      Southern Okla.
       Folded Belt        25       1.87         2         27      22     81%      16,423       554,076       452,268

II-G Partnership:
      Permian            829      15.77     1,539      2,368       3      -%     428,072     2,701,187    $4,552,184
      Anadarko            58       4.39        15         73      16     22%     18,792      3,477,012     3,537,860
      Southern Okla.
       Folded Belt        25       4.25         2         27      22     81%      37,216     1,255,040    $1,024,714

II-H Partnership:
      Permian            829       3.65     1,539      2,368       3      -%      99,017       625,812    $1,055,043
      Anadarko            58       1.04        15         73      16     22%       4,597       826,399       841,054
      Southern Okla.
       Folded Belt        25       1.12         2         27      22     81%       9,830       331,950    $  271,323

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



                                      -25-
<PAGE>






      Title to Oil and Gas Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS

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


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

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


PART II.

ITEM 5.  MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

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



                                      -26-
<PAGE>




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

               II-A            484,283                4,077
               II-B            361,719                2,604
               II-C            154,621                1,352
               II-D            314,878                2,840
               II-E            228,821                2,143
               II-F            171,400                1,668
               II-G            372,189                2,514
               II-H             91,711                1,200


      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.



                                      -27-
<PAGE>




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

                      1997                          1998                 1999
            -------------------------     ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $12    $16    $14   $13       $12   $18    $17    $12        $12
 II-B        10     15     14    12        11    20     21     12         12
 II-C        13     20     18    16        14    25     25     17         17
 II-D        19     22     20    18        15    27     27     17         17
 II-E        18     20     18    16        14    40     43     16         15
 II-F        20     26     22    20        16    25     20     19         18
 II-G        19     26     22    20        16    24     20     19         18
 II-H        19     25     21    19        16    24     19     19         18


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


      Cash Distributions

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

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



                                      -28-
<PAGE>




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

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

 II-A         $1.58        $2.24         $1.47        $1.25
 II-B          1.47         1.96          1.29         1.31
 II-C          2.38         2.35          2.13         1.57
 II-D          2.52         2.60          2.34         1.58
 II-E          1.53         1.93          2.22         1.64
 II-F          2.39         2.77          3.86         1.90
 II-G          2.31         2.69          3.96         1.84
 II-H          2.24         2.58          4.07         1.76

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

 II-A        $1.43        $2.15          $1.41        $ 4.81       $ .19
 II-B         1.71         1.26            .88          8.07         .24
 II-C         2.17         3.27           1.01          8.28         .21
 II-D         3.33         3.41           1.16         10.19         .54
 II-E         2.21         1.13           2.01         26.86        1.03
 II-F         4.18         2.39           4.71          1.06         .87
 II-G         4.05         2.32           4.54          1.03         .87
 II-H         3.83         2.21           4.24           .98         .85

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

(1)  Amount  of cash  distribution  for the  II-C,  II-E  Partnerships  includes
     proceeds from the sale of certain oil and gas properties.
(2)  Amount of cash distribution  includes proceeds from the sale of certain oil
     and gas properties.
(3)  Amount  of cash  distribution  for the II-A,  II-E,  II-F,  II-G,  and II-H
     Partnerships  includes  proceeds  from  the  sale  of  certain  oil and gas
     properties.
(4)  Amount  of cash  distribution  for the II-A,  II-B,  II-C,  II-D,  and II-E
     Partnerships includes proceeds from the settlement of a lawsuit.





                                      -29-
<PAGE>




ITEM 6.  SELECTED FINANCIAL DATA

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



                                      -30-
<PAGE>


<TABLE>
<CAPTION>



                                                Selected Financial Data

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

                              1998              1997              1996              1995              1994
                          -------------     -------------     -------------     -------------     -------------
<S>                       <C>               <C>               <C>               <C>               <C>        
Oil and Gas Sales          $3,911,823        $5,431,745        $5,832,874        $ 4,671,555       $ 6,371,949
Net Income (Loss):
   Limited Partners         2,863,628         1,577,370         2,043,339       (    715,678)          265,761
   General Partner            188,400           141,030           156,483             81,747           145,993
   Total                    3,052,028         1,718,400         2,199,822       (    633,931)          411,754
Limited Partners' Net
   Income (Loss) per
     Unit                        5.91             3.26              4.22       (       1.48)              .55
Limited Partners' Cash
   Distributions per
     Unit                        9.80(1)           6.54              5.37               3.83              5.49
Total Assets                5,530,544         7,495,013         9,068,387          9,833,188        12,673,498
Partners' Capital
   (Deficit):
   Limited Partners         5,469,889         7,350,261         8,937,891          9,494,552        12,065,230
   General Partner        (   417,336)      (   387,587)      (   342,481)      (    311,994)     (    297,741)
Number of Units
   Outstanding                484,283           484,283            484,283           484,283           484,283

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



                                      -31-
<PAGE>
                                     


<TABLE>
<CAPTION>



                                                Selected Financial Data

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

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

<S>                       <C>               <C>               <C>               <C>               <C>       
Oil and Gas Sales          $2,492,043        $3,816,269        $4,179,527        $3,204,794        $4,703,629
Net Income (Loss):
   Limited Partners         3,160,422         1,095,312         1,329,755       (   798,537)      (   574,825)
   General Partner            186,085            99,884           113,834            37,441            87,118
   Total                    3,346,507         1,195,196         1,443,589       (   761,096)      (   487,707)
Limited Partners' Net
   Income (Loss) per
     Unit                        8.74              3.03              3.68       (      2.21)      (      1.59)
Limited Partners' Cash
   Distributions per
     Unit                       11.92(1)           6.03              4.79              3.21              5.98
Total Assets                3,185,016         4,414,695         5,579,977         6,237,427         8,302,058
Partners' Capital
   (Deficit):
   Limited Partners         3,309,396         4,464,974         5,552,662         5,955,907         7,914,444
   General Partner        (   320,234)      (   305,223)      (   265,183)      (   246,438)      (   222,879)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719

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




                                      -32-
<PAGE>


<TABLE>
<CAPTION>


                                                Selected Financial Data
  
                                                    II-C Partnership
                                                    ----------------

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

<S>                       <C>               <C>              <C>                <C>               <C>       
Oil and Gas Sales          $1,136,474        $1,796,657       $1,925,940         $1,519,937        $2,289,166
Net Income (Loss):
   Limited Partners         1,583,504           853,383          707,991        (   337,547)      (    37,871)
   General Partner             95,091            57,028           53,569             20,538            52,546
   Total                    1,678,595           910,411          761,560        (   317,009)           14,675
Limited Partners' Net
   Income (Loss) per
     Unit                       10.24              5.52             4.58        (      2.18)      (       .24)
Limited Partners' Cash
   Distributions per
     Unit                       14.73(1)           8.43             5.43               4.63              7.06
Total Assets                1,759,734         2,440,315        2,941,348          3,205,943         4,291,920
Partners' Capital
   (Deficit):
   Limited Partners         1,765,593         2,458,089        2,907,706          3,039,715         4,092,262
   General Partner        (   133,264)      (   123,277)     (   115,619)       (    99,615)      (    84,153)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

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




                                      -33-
<PAGE>
<TABLE>
<CAPTION>



 



                                                Selected Financial Data

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

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

<S>                       <C>               <C>               <C>               <C>               <C>       
Oil and Gas Sales          $2,411,051        $4,314,154        $4,329,102        $3,901,516        $4,849,160
Net Income (Loss):
   Limited Partners         3,942,172         1,796,378         1,270,858       (   697,631)      (   193,308)
   General Partner            225,825           127,204            99,743            44,055           108,234
   Total                    4,167,997         1,923,582         1,370,601       (   653,576)      (    85,074)
Limited Partners' Net
   Income (Loss) per
     Unit                       12.52              5.70              4.04       (      2.22)      (       .61)
Limited Partners' Cash
   Distributions per
     Unit                       18.09(1)           9.04              4.85              4.69              6.25
Total Assets                3,994,909         5,780,264         6,953,850         7,291,164         9,571,883
Partners' Capital
   (Deficit):
   Limited Partners         3,818,294         5,572,122         6,627,744         6,884,886         9,057,517
   General Partner        (   247,182)      (   224,003)      (   218,956)      (   143,473)      (   111,528)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878

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




                                      -34-
<PAGE>

<TABLE>
<CAPTION>


                                                Selected Financial Data

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

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

<S>                       <C>               <C>               <C>               <C>               <C>       
Oil and Gas Sales          $1,704,463        $2,616,003        $2,693,317        $2,297,409        $2,480,706
Net Income (Loss):
   Limited Partners         6,442,294       (       569)          695,738       ( 1,279,244)      (   842,191)
   General Partner            356,722            66,976            66,720             9,448            43,060
   Total                    6,799,016            66,407           762,458       ( 1,269,796)      (   799,131)
Limited Partners' Net
   Income (Loss) per
     Unit                       28.15               .00              3.04       (      5.59)      (      3.68)
Limited Partners' Cash
   Distributions per
     Unit                       32.21(1)           7.32              4.45              2.32              4.78
Total Assets                3,260,952         4,257,875         5,976,145         6,279,396         8,117,206
Partners' Capital
   (Deficit):
   Limited Partners         3,165,869         4,094,575         5,770,144         6,093,406         7,902,650
   General Partner        (   173,306)      (   172,017)      (   147,595)      (   122,950)      (   104,398)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821            228,821

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


</TABLE>


                                      -35-
<PAGE>
<TABLE>
<CAPTION>



                                                Selected Financial Data

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

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

<S>                       <C>               <C>               <C>               <C>               <C>       
Oil and Gas Sales          $1,444,802        $2,191,389        $2,433,313        $2,028,592        $2,316,564
Net Income (Loss):
   Limited Partners         1,088,453           147,631         1,108,389       (   191,631)           19,524
   General Partner             71,519            81,927            79,948            46,686            54,498
   Total                    1,159,972           229,558         1,188,337       (   144,945)           74,022
Limited Partners' Net
   Income (Loss) per
     Unit                        6.35               .86              6.47       (      1.12)              .11
Limited Partners'
   Cash Distributions
     Per Unit                   12.34             10.92              8.66              5.93              9.21
Total Assets                2,473,730         3,564,889         5,312,077         5,733,459         6,967,432
Partners' Capital
   (Deficit):
   Limited Partners         2,565,258         3,590,805         5,315,174         5,691,785         6,898,416
   General Partner        (   144,763)      (   143,355)      (   105,914)      (    84,377)      (    80,063)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400


</TABLE>


                                      -36-
<PAGE>

<TABLE>
<CAPTION>



                                                Selected Financial Data

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

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

<S>                       <C>               <C>               <C>               <C>               <C>        
Oil and Gas Sales          $3,072,455        $4,670,245        $ 5,158,799       $ 4,348,087       $ 5,116,776
Net Income (Loss):
   Limited Partners         2,266,451           114,502          2,250,119      (    714,189)     (     87,682)
   General Partner            150,050           172,947            165,845            94,880           113,680
   Total                    2,416,501           287,449          2,415,964      (    619,309)           25,998
Limited Partners' Net
   Income (Loss)
     per Unit                    6.09               .31               6.05      (       1.92)     (        .24)
Limit Partners' Cash
   Distributions per
     Unit                       11.94             10.80               8.30              5.80              8.72
Total Assets                5,325,802         7,635,720         11,576,732        12,519,149        15,456,785
Partners' Capital
   (Deficit):
   Limited Partners         5,512,443         7,690,992         11,598,490        12,439,371        15,313,560
   General Partner        (   304,885)      (   312,392)      (    244,312)     (    197,620)     (    181,500)
Number of Units
   Outstanding                372,189           372,189            372,189           372,189           372,189


</TABLE>


                                      -37-
<PAGE>
<TABLE>
<CAPTION>




                                                Selected Financial Data

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

                              1998              1997              1996              1995              1994
                          -------------     -------------     -------------     -------------     -------------
<S>                       <C>               <C>               <C>                <C>               <C>       
Oil and Gas Sales          $  733,613        $1,119,734        $1,230,222         $1,042,735        $1,208,886
Net Income (Loss):
   Limited Partners           532,166       (    11,817)          519,143        (   239,052)      (    47,630)
   General Partner             35,089            40,425            38,792             21,532            26,955
   Total                      567,255            28,608           557,935        (   217,520)      (    20,675)
Limited Partners' Net
   Income (Loss)
     per Unit                    5.80       (       .13)             5.66        (      2.61)      (       .52)
Limited Partners' Cash
   Distributions per
     Unit                       11.26             10.65              7.93               5.61              8.39
Total Assets                1,255,229         1,788,149         2,790,245          3,024,656         3,790,149
Partners' Capital
   (Deficit):
   Limited Partners         1,306,389         1,807,223         2,795,040          3,002,897         3,756,949
   General Partner        (    75,631)      (    78,796)      (    58,835)       (    47,635)      (    42,167)
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 most important  variable
affecting the Partnerships'  revenues is the prices received for the sale of oil
and gas.  Predicting  future  prices is not  possible.  Concerning  past trends,
average yearly wellhead gas prices in the United States have been volatile for a
number of years. For the past ten years, such average prices have generally been
in the $1.40 to $2.40 per Mcf range.  Gas prices are currently in the lower half
of the 10-year average range described above.

      Substantially  all of the Partnerships' gas reserves are being sold on the
"spot  market."  Prices on the spot  market  are  subject to wide  seasonal  and
regional pricing  fluctuations due to the highly  competitive nature of the spot
market. In addition,  such spot market sales are generally  short-term in nature
and are dependent  upon the  obtaining of  transportation  services  provided by
pipelines. Spot prices for the Partnerships' gas decreased



                                      -39-
<PAGE>



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

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

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

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

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



                                      -40-
<PAGE>



significant as related to a single well or as related to many wells over a short
period  of  time.  However,  due to the  large  number  of  wells  owned  by the
Partnerships, these factors are generally not material as compared to the normal
decline in production experienced on all remaining wells.


      Results of Operations

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


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

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

      Total oil and gas sales decreased  $1,519,922  (28.0%) in 1998 as compared
to 1997. Of this decrease,  approximately  $366,000 and $165,000,  respectively,
were  related to  decreases  in  volumes  of oil and gas sold and  approximately
$559,000 and  $430,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 19,438 barrels
and 72,266  Mcf,  respectively,  in 1998 as compared  to 1997.  The  decrease in
volumes of oil sold resulted  primarily from (i) normal  declines in production,
(ii) the sale of several wells during 1997 and 1998,  and (iii) a negative prior
period volume  adjustment  made by the purchaser  during 1998 on one significant
well.  Average oil and gas prices  decreased  to $12.38 per barrel and $1.98 per
Mcf,  respectively,   in  1998  from  $18.85  per  barrel  and  $2.28  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$685,375  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-A Partnership recognizing similar gains totaling $176,789.

      The II-A Partnership  recognized income from a gas contract  settlement in
the amount of $1,710,190  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.



                                      -41-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $115,424 (6.1%) in 1998 as compared to 1997. This
decrease resulted  primarily from a decrease in production taxes associated with
the  decrease  in oil and gas sales and a decrease in lease  operating  expenses
associated  with the decreases in volumes of oil and gas sold.  These  decreases
were partially offset by workover expenses incurred on two wells during 1998. As
a percentage  of oil and gas sales,  these  expenses  increased to 45.3% in 1998
from 34.8% in 1997. This percentage  increase was primarily due to the decreases
in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $19,633  (2.5%) in 1998 as compared to 1997.  This increase  resulted
primarily  from  downward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 1998 on several  significant  wells, which increase was
partially  offset by a decrease in volumes of oil and gas sold.  As a percentage
of oil and gas  sales,  this  expense  increased  to 20.4% in 1998 from 14.4% in
1997. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold and the dollar increase in  depreciation,  depletion,
and amortization.

      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
$164,111 during  the fourth  quarter of 1998.  This  charge was necessary due to
the unamortized  costs of one field  exceeding  the expected undiscounted future
cash flows from that field.  During the first quarter of 1997, a non-cash charge
of $684,276 was also  recognized.  Of this  amount, $223,943  was related to the
decline  in oil and gas  prices used to determine the  recoverability of oil and
gas reserves  at March  31, 1997 and $460,333 was  related to the  impairment of
unproved properties.  These unproved  properties  were written off  based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in the  II-A
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. 

      General and  administrative  expenses  decreased $17,659 (3.0%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 1998 from 10.9% in 1997. This percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $46,735,357  or  96.50%  of  the  Limited   Partners'   capital
contributions.



                                      -42-
<PAGE>



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

      Total oil and gas sales  decreased  $401,129 (6.9%) in 1997 as compared to
1996.  Of this  decrease,  approximately  $497,000  was related to a decrease in
volumes of gas sold and approximately  $164,000 was related to a decrease in the
average price of oil sold, which decreases were partially offset by increases of
approximately  $196,000  related to an increase in the average price of gas sold
and approximately $54,000 related to an increase in volumes of oil sold. Volumes
of oil sold increased 2,636 barrels, while volumes of gas sold decreased 231,272
Mcf in 1997 as compared to 1996.  The  decrease in volumes of gas sold  resulted
primarily from (i) positive prior period volume  adjustments  made by purchasers
on several  wells in 1996,  (ii)  negative  prior volume  adjustments  made by a
purchaser  on one  significant  well in  1997,  and  (iii)  normal  declines  in
production.  Average  oil  prices  decreased  to $18.85  per barrel in 1997 from
$20.40 per barrel in 1996. Average gas prices increased to $2.28 per Mcf in 1997
from $2.15 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $52,619 (2.7%) in 1997 as compared to 1996.  This
decrease  resulted  primarily  from the decrease in volumes of gas sold in 1997,
which decrease was partially offset by an increase in workover expenses incurred
on several wells in 1997. As a percentage of oil and gas sales,  these  expenses
remained relatively constant at 34.8% in 1997 and 33.3% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $416,359 (34.8%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) an upward  revision in the estimate of remaining gas reserves
at December  31,  1997,  (ii) the  decrease in volumes of gas sold in 1997,  and
(iii) a reduction in the  depletable  base of oil and gas  properties due to the
impairment provision recorded against proved oil and gas properties in the first
quarter of 1997 as discussed  below. As a percentage of oil and gas sales,  this
expense decreased to 14.4% in 1997 from 20.5% in 1996. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization and the increase in the average price of gas sold in 1997.

      The II-A  Partnership  recognized a non-cash  charge  against  earnings of
$684,276 in the first quarter of 1997.  Of this amount,  $223,943 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $460,333  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the II-A



                                      -43-
<PAGE>



Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased $29,306 (4.7%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1997 as compared to 1996.  As a percentage  of oil and gas
sales, these expenses remained relatively constant at 10.9% in 1997 and 10.6% in
1996.


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

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

      Total oil and gas sales decreased  $1,324,226  (34.7%) in 1998 as compared
to 1997. Of this decrease,  approximately  $277,000 and $345,000,  respectively,
were  related  to  decreases  in volumes  of oil and gas sold and  $303,000  and
$399,000,  respectively,  were related to decreases in the average prices of oil
and gas sold.  Volumes of oil and gas sold decreased  14,496 barrels and 143,392
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
sold  resulted  primarily  from the sale of several  wells during both years and
normal  declines in  production.  The  decrease in volumes of gas sold  resulted
primarily  from (i) the sale of several  wells  during both  years,  (ii) normal
declines in production, and (iii) a negative prior period volume adjustment made
by the purchaser on one significant well during 1998. Average oil and gas prices
decreased  to $13.43 per barrel  and $1.97 per Mcf,  respectively,  in 1998 from
$19.13 per barrel and $2.41 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-B
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$65,551 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the II-B Partnership recognizing similar gains totaling $203,247.

      The II-B Partnership  recognized income from a gas contract  settlement in
the amount of $2,793,295  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $221,951 (16.9%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from  a  decrease  in  lease  operating  expenses
associated  with the  decreases in volumes of oil and gas sold and a decrease in
production  taxes  associated  with  the  decrease  in oil and gas  sales.  As a
percentage of oil and gas sales, these expenses



                                      -44-
<PAGE>



increased  to 43.8% in 1998 from 34.4% in 1997.  This  percentage  increase  was
primarily due to the decreases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $14,916  (2.7%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from the decrease in volumes of oil and gas sold,  which  decrease in
depreciation,  depletion,  and  amortization was partially offset by an increase
resulting  from  downward  revisions in the  estimates of remaining  oil and gas
reserves at December 31, 1998 on several  significant  wells. As a percentage of
oil and gas sales,  this expense  increased to 21.3% in 1998 from 14.3% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      The II-B  Partnership  recognized a non-cash  charge  against  earnings of
$530,988 in the first quarter 1997. Of this amount,  $134,003 was related to the
decline in oil and gas prices used to determine  the  recoverability  of oil and
gas  reserves  at March 31,  1997 and  $396,985  was  related to  impairment  of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in the  II-B
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charge was necessary in 1998.

      General and  administrative  expenses  decreased $21,297 (4.7%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 17.3% in 1998 from 11.8% in 1997. This percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $34,132,916  or  94.36%  of  the  Limited   Partners'   capital
contributions.


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

      Total oil and gas sales  decreased  $363,258 (8.7%) in 1997 as compared to
1996. Of this decrease,  approximately $143,000 and $370,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $121,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $272,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  6,843
barrels and 172,317 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted  primarily from (i) positive prior period volume
adjustments made by purchasers on several wells in



                                      -45-
<PAGE>



1996,  (ii) normal  declines in  production,  (iii) negative prior period volume
adjustments  made by a purchaser on one  significant  well in 1997, and (iv) the
sale of one significant gas producing well in 1997. Average oil prices decreased
to $19.13 per barrel in 1997 from $20.92 per barrel in 1996.  Average gas prices
increased to $2.41 per Mcf in 1997 from $2.15 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $149,737 (12.9%) in 1997 as compared to 1996. This
increase resulted  primarily from workover expenses incurred on several wells in
1997, which increase was partially offset by decreases in volumes of oil and gas
sold in 1997. As a percentage of oil and gas sales,  these expenses increased to
34.4% in 1997 from 27.9% in 1996. This percentage  increase was primarily due to
the dollar  increase in oil and gas production  expenses and the decrease in the
average price of oil sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $515,276 (48.5%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) an upward  revision in the estimate of remaining gas reserves
at December 31, 1997,  (ii) decreases in volumes of oil and gas sold in 1997 and
(iii) a reduction in the  depletable  base of oil and gas  properties due to the
impairment provision recorded against proved oil and gas properties in the first
quarter of 1997 as discussed  below. As a percentage of oil and gas sales,  this
expense decreased to 14.3% in 1997 from 25.4% in 1996. This percentage  decrease
was  primarily  due to the  dollar  decrease  in  depreciation,  depletion,  and
amortization and the increase in the average price of gas sold in 1997.

      The II-B  Partnership  recognized a non-cash  charge  against  earnings of
$530,988 in the first quarter of 1997.  Of this amount,  $134,003 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $396,985  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-B  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased $45,222 (9.1%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1997 as compared to 1996.  As a percentage  of oil and gas
sales, these expenses remained relatively constant at 11.8% in 1997 and 11.9% in
1996.



                                      -46-
<PAGE>




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

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

      Total oil and gas sales decreased  $660,183 (36.7%) in 1998 as compared to
1997. Of this decrease,  approximately $113,000 and $244,000, respectively, were
due to  decreases in volumes of oil and gas sold and  approximately  $96,000 and
$207,000,  respectively,  were related to decreases in the average prices of oil
and gas sold.  Volumes of oil and gas sold  decreased  5,947 barrels and 104,105
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
sold  resulted  primarily  from normal  declines in  production  and the sale of
several  wells during both years.  The decrease in volumes of gas sold  resulted
primarily  from the sale of several wells during both years and a negative prior
period volume  adjustment  made by the purchaser  during 1998 on one significant
well.  Average oil and gas prices  decreased  to $13.33 per barrel and $1.91 per
Mcf,  respectively,   in  1998  from  $19.04  per  barrel  and  $2.34  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-C
Partnership  sold  certain  oil and gas  properties  in 1998  and  recognized  a
$177,795  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-C Partnership recognizing similar gains totaling $156,919.

      The II-C Partnership  recognized income from a gas contract  settlement in
the amount of $1,197,148  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing issues arising out of a gas contract.
No similar settlements occurred during 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $100,712 (19.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from  a  decrease  in  lease  operating  expenses
associated  with the  decreases in volumes of oil and gas sold and a decrease in
production  taxes  associated  with  the  decrease  in oil and gas  sales.  As a
percentage of oil and gas sales,  these expenses increased to 37.6% in 1998 from
29.4% in 1997.  This  percentage  increase was primarily due to the decreases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $21,881  (8.2%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from the  decreases in volumes of oil and gas sold,  which  decreases
were partially offset by an



                                      -47-
<PAGE>



increase in depreciation,  depletion,  and amortization  resulting from downward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1998 on several  significant  wells. As a percentage of oil and gas sales,  this
expense increased to 21.7% in 1998 from 14.9% in 1997. This percentage  increase
was primarily due to the decreases in the average prices of oil and gas sold.

      The II-C  Partnership  recognized a non-cash  charge  against  earnings of
$66,617 in the first quarter of 1997. Of this amount, $36,163 was related to the
decline in oil and gas prices used to determine  the  recoverability  of oil and
gas  reserves at March 31, 1997 and  $30,454 was related to the  writing-off  of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in the  II-C
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charge was necessary in 1998.

      General and  administrative  expenses  decreased  $9,261 (4.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 16.2% in 1998 from 10.8% in 1997. This percentage  increase was primarily due
to the decrease in oil and gas sales.

      The II-C  Partnership  achieved  payout during the fourth quarter of 1998.
After payout,  operations  and revenues for the II-C  Partnership  have been and
will be  allocated  using  the after  payout  percentages  included  in the II-C
Partnership's Partnership Agreement. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited  Partners.
Before  payout,  operating  income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $15,501,686  or  100.26%  of  the  Limited   Partners'  capital
contributions.


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

      Total oil and gas sales  decreased  $129,283 (6.7%) in 1997 as compared to
1996. Of this decrease,  approximately $49,000 and $209,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $48,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $175,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,340
barrels and 102,596 Mcf, respectively, in 1997 as compared to 1996. The decrease
in



                                      -48-
<PAGE>



volumes  of gas  sold  resulted  primarily  from  (i) the  sale of  several  gas
producing wells during 1996, (ii) positive prior period volume  adjustments made
by  purchasers  on several  wells  during  1996,  and (iii)  normal  declines in
production.  Average  oil  prices  decreased  to $19.04  per barrel in 1997 from
$21.14 per barrel in 1996. Average gas prices increased to $2.34 per Mcf in 1997
from $2.04 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $75,103 (12.5%) in 1997 as compared to 1996. This
decrease resulted primarily from (i) decreases in volumes of oil and gas sold in
1997 and (ii) a decrease in production taxes associated with the decrease in oil
and gas sales in 1997.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 29.4% in 1997 from 31.3% in 1996.  This  percentage  decrease  was
primarily due to the dollar decrease in oil and gas production  expenses and the
increase in the average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $129,630 (32.6%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) an upward  revision in the estimate of remaining gas reserves
at December 31, 1997, (ii) the decreases in volumes of oil and gas sold in 1997,
and (iii) a reduction in the  depletable  base of oil and gas  properties due to
the impairment  provision  recorded against proved oil and gas properties in the
first quarter of 1997 as discussed  below. As a percentage of oil and gas sales,
this  expense  decreased  to 14.9% in 1997 from 20.7% in 1996.  This  percentage
decrease was primarily due to the dollar  decrease in  depreciation,  depletion,
and amortization and the increase in the average price of gas sold in 1997.

      The II-C  Partnership  recognized a non-cash  charge  against  earnings of
$66,617 in the first quarter of 1997. Of this amount, $36,163 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $30,454 was related to the writing-off of
unproved  properties.  These unproved  properties  were written off based on the
General Partner's  determination that it was unlikely that such properties would
be  developed  due  to low  oil  and  gas  prices  and  provisions  in the  II-C
Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased $20,622 (9.6%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1997 as compared to 1996.  As a percentage  of oil and gas
sales, these expenses remained relatively constant at 10.8% in 1997 and 11.1% in
1996.



                                      -49-
<PAGE>




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

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

      Total oil and gas sales decreased  $1,903,103  (44.1%) in 1998 as compared
to 1997. Of this decrease, approximately $237,000 and $1,050,000,  respectively,
were  related to  decreases  in  volumes  of oil and gas sold and  approximately
$228,000 and  $389,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 12,680 barrels
and 467,539  Mcf,  respectively,  in 1998 as compared to 1997.  The  decrease in
volumes of oil and gas sold resulted primarily from the sale of several wells in
both years and normal  declines in  production  due to  diminishing  reserves on
several  wells.  Average oil and gas prices  decreased  to $12.65 per barrel and
$1.87 per Mcf,  respectively,  in 1998 from $18.68 per barrel and $2.25 per Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$496,238  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-D Partnership recognizing similar gains totaling $447,981.

      The II-D Partnership  recognized  income from a gas contact  settlement in
the amount of $3,033,646  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $711,116 (42.9%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from  a  decrease  in  lease  operating  expenses
associated  with the  decreases in volumes of oil and gas sold and a decrease in
production  taxes  associated  with  the  decrease  in oil and gas  sales.  As a
percentage of oil and gas sales,  these expenses increased to 39.2% in 1998 from
38.4% in 1997.

     Depreciation,  depletion,  and  amortization  of  oil  and  gas  properties
decreased  $170,121 (24.7%) in 1998 as compared to 1997. This decrease  resulted
primarily  from the decrease in volumes of oil and gas sold.  As a percentage of
oil and gas sales,  this expense  increased to 21.5% in 1998 from 16.0% in 1997.
This



                                      -50-
<PAGE>



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

      The II-D  Partnership  recognized a non-cash  charge  against  earnings of
$143,957 during 1997. This impairment provision was necessary due to the decline
in oil and gas prices used to determine the recoverability of proved oil and gas
reserves at March 31, 1997. No similar charge was necessary during 1998.

      General and  administrative  expenses  decreased $22,908 (5.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 15.5% in 1998 from 9.2% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $31,285,903 or 99.36% of Limited Partners' capital contributions.


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

      Total oil and gas sales remained  relatively  constant in 1997 as compared
to 1996. Any decrease in oil and gas sales caused by decreases of  approximately
$323,000 and $248,000, respectively, relating to decreases in volumes of oil and
gas sold and a decrease of  approximately  $68,000  related to a decrease in the
average  price  of  oil  sold  was  substantially   offset  by  an  increase  of
approximately  $631,000 related to an increase in the average price of gas sold.
Volumes  of  oil  and  gas  sold  decreased  16,104  barrels  and  135,734  Mcf,
respectively,  in 1997 as compared to 1996.  The decrease in volumes of oil sold
resulted  primarily from (i) the sale of one  significant  well in late 1996 and
(ii) a negative  prior  period  volume  adjustment  made the by  purchaser  on a
significant  well in 1997.  Average oil prices decreased to $18.68 per barrel in
1997 from $20.03 per barrel in 1996.  Average gas prices  increased to $2.25 per
Mcf in 1997 from $1.83 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $143,812 (8.0%) in 1997 as compared to 1996. This
decrease  resulted  primarily  from  decreases in volumes of oil and gas sold in
1997. As a percentage of oil and gas sales, these expenses decreased to 38.4% in
1997 from 41.6% in 1996.  This  percentage  decrease  was  primarily  due to the
dollar  decrease  in oil and gas  production  expenses  and the  increase in the
average price of gas sold in 1997.

     Depreciation,  depletion,  and  amortization  of  oil  and  gas  properties
decreased  $111,321 (13.9%) in 1997 as compared to 1996. This decrease  resulted
primarily from the decreases in



                                      -51-
<PAGE>



volumes of oil and gas sold in 1997 and a reduction  in the  depletable  base of
oil and gas properties due to the impairment  provision  recorded against proved
oil and gas  properties  in the first quarter of 1997 as discussed  below.  As a
percentage  of oil and gas sales,  this expense  decreased to 16.0% in 1997 from
18.5% in 1996. This percentage decrease was primarily due to the increase in the
average price of gas sold in 1997.

      The II-D  Partnership  recognized a non-cash  charge  against  earnings of
$143,957 in the first quarter of 1997. This  impairment  provision was necessary
due to the decline in oil and gas prices used to determine the recoverability of
proved oil and gas reserves at March 31, 1997.  No similar  charge was necessary
in 1996.

      General and  administrative  expenses decreased $56,299 (12.4%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional  fees in 1997 as compared to 1996.  As a percentage  of oil and gas
sales,  these  expenses  decreased  to 9.2% in 1997  from  10.5% in  1996.  This
percentage  decrease  was  primarily  due to the dollar  decrease in general and
administrative expenses discussed above.


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

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

      Total oil and gas sales decreased  $911,540 (34.8%) in 1998 as compared to
1997. Of this decrease,  approximately $99,000 and $312,000,  respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $217,000
and $284,000,  respectively,  were related to decreases in the average prices of
oil and gas  sold.  Volumes  of oil and gas sold  decreased  5,160  barrels  and
135,538 Mcf, respectively,  in 1998 as compared to 1997. The decrease in volumes
of oil and gas sold resulted  primarily  from normal  declines in production and
the  sale of  several  wells  during  both  years.  Average  oil and gas  prices
decreased  to $13.31 per barrel  and $1.86 per Mcf,  respectively,  in 1998 from
$19.10 per barrel and $2.30 per Mcf, respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-E
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$328,245  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-E Partnership recognizing similar gains totaling $272,654.

      The II-E Partnership  recognized income from a gas contract  settlement in
the amount of $6,159,355  during 1998. This settlement  involved claims made for
take or pay deficiencies and



                                      -52-
<PAGE>



gas  pricing  issues  arising  out  of  a  gas  purchase  contract.  No  similar
settlements occurred during 1997.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $236,831 (26.0%) in 1998 as compared to 1997. This
decrease  resulted  primarily  from (i) a decrease in lease  operating  expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production  taxes  associated with the decrease in oil and gas sales,  and (iii)
workover  expenses incurred on one significant well during 1997. As a percentage
of oil and gas sales,  these  expenses  increased to 39.5% in 1998 from 34.8% in
1997. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $82,925 (13.2%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales,  this expense  increased to 31.9% in 1998 from 24.0% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      The II-E  Partnership  recognized a non-cash  charge  against  earnings of
$992,851 in the first quarter of 1997.  Of this amount,  $317,979 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $674,872  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-E  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary during 1998.

      General and  administrative  expenses decreased $38,504 (12.2%) in 1998 as
compared to 1997.  This  decrease  resulted  primarily  from a decrease in legal
expenses associated with the gas contract settlement discussed above during 1998
as  compared  to 1997.  As a  percentage  of oil and gas sales,  these  expenses
increased  to 16.2% in 1998 from 12.0% in 1997.  This  percentage  increase  was
primarily due to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998  totaling   $22,471,574  or  98.21%  of  the  Limited   Partners'   capital
contributions.




                                      -53-
<PAGE>



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

      Total oil and gas sales  decreased  $77,314  (2.9%) in 1997 as compared to
1996. Of this decrease,  approximately $227,000 and $144,000, respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $54,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $353,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold decreased  11,136
barrels and 78,085 Mcf, respectively,  in 1997 as compared to 1996. The decrease
in volumes of oil sold resulted  primarily from the sale of one significant well
in late 1996 and a normal decline in production. Average oil prices decreased to
$19.10 per barrel in 1997 from  $20.37  per barrel in 1996.  Average  gas prices
increased to $2.30 per Mcf in 1997 from $1.85 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production taxes) remained relatively constant in 1997 as compared to 1996. As a
percentage of oil and gas sales, these expenses remained  relatively constant at
34.8% in 1997 and 33.9% in 1996.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $101,553 (13.9%) in 1997 as compared to 1996. This decrease  resulted
primarily from (i) the decreases in volumes of oil and gas sold in 1997,  (ii) a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as  discussed  below,  and  (iii) an upward  revision  in the  estimate  of
remaining  gas  reserves at December 31,  1997.  As a percentage  of oil and gas
sales,  this  expense  decreased  to 24.0%  in 1997  from  27.0%  in 1996.  This
percentage  decrease was  primarily  due to the increase in the average price of
gas sold in 1997.

      The II-E  Partnership  recognized a non-cash  charge  against  earnings of
$992,851 in the first quarter of 1997.  Of this amount,  $317,979 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $674,872  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-E  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

     General and  administrative  expenses decreased $102,370 (24.5%) in 1997 as
compared  to  1996.  This  decrease  resulted   primarily  from  a  decrease  in
professional fees in 1997 as



                                      -54-
<PAGE>



compared to 1996. As a percentage of oil and gas sales, these expenses decreased
to 12.0% in 1997 from 15.5% in 1996. This percentage  decrease was primarily due
to the dollar decrease in general and administrative expenses.





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

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

      Total oil and gas sales decreased  $746,587 (34.1%) in 1998 as compared to
1997. Of this decrease,  approximately $151,000 and $160,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $197,000
and $238,000,  respectively,  were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 8,099 barrels and 69,527
Mcf,  respectively,  in 1998 as compared to 1997. The decrease in volumes of oil
and gas sold  resulted  primarily  from the sale of several  wells  during  both
years.  Average oil and gas prices  decreased to $13.32 per barrel and $1.84 per
Mcf,  respectively,   in  1998  from  $18.66  per  barrel  and  $2.30  per  Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-F
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$657,881  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-F Partnership recognizing similar gains totaling $557,746.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $148,051 (27.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily from decreases in (i) production  taxes associated
with the  decrease  in oil and gas  sales  and  (ii)  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 27.6% in 1998 from 24.9% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $48,304 (11.8%) in 1998 as compared to 1997.  This decrease  resulted
primarily  from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales,  this expense  increased to 25.0% in 1998 from 18.7% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.



                                      -55-
<PAGE>



      The II-F  Partnership  recognized a non-cash  charge  against  earnings of
$1,377,160 in the first quarter of 1997. Of this amount, $208,255 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,168,905  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-F  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary during 1998.

      General and  administrative  expenses  decreased  $2,653 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.0% in 1998 from 9.3% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $17,028,051 or 99.35% of Limited Partners' capital contributions.


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

      Total oil and gas sales  decreased  $241,924 (9.9%) in 1997 as compared to
1996. Of this decrease,  approximately $47,000 and $344,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $53,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $199,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  2,381
barrels and 175,258 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted  primarily from (i) negative prior period volume
adjustments  made by the  purchasers on three  significant  wells in 1997,  (ii)
positive prior period volume adjustments made by the purchasers on several wells
in  1996,  (iii)  normal  declines  in  production,  and  (iv)  the  sale of one
significant  well in early  1997.  Average  oil prices  decreased  to $18.66 per
barrel in 1997 from $19.83 per barrel in 1996.  Average gas prices  increased to
$2.30 per Mcf in 1997 from $1.96 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $97,519 (15.1%) in 1997 as compared to 1996. This
decrease resulted primarily from decreases in (i) volumes of oil and gas sold in
1997 and (ii)  production  taxes  associated  with the  decrease  in oil and gas
sales. As a percentage of oil and gas sales,  these expenses  decreased to 24.9%
in 1997 from 26.5% in 1996. This percentage



                                      -56-
<PAGE>



decrease  was  primarily  due to the dollar  decrease in oil and gas  production
expenses and the increase in the average price of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $122,039 (23.0%) in 1997 as compared to 1996. This decrease  resulted
primarily  from decreases in volumes of oil and gas sold in 1997 and a reduction
in the depletable base of oil and gas properties due to the impairment provision
recorded  against  proved oil and gas properties in the first quarter of 1997 as
discussed below. As a percentage of oil and gas sales, this expense decreased to
18.7% in 1997 from 21.8% in 1996. This percentage  decrease was primarily due to
the increase in the average price of gas sold in 1997.

      The II-F  Partnership  recognized a non-cash  charge  against  earnings of
$1,377,160 in the first quarter of 1997. Of this amount, $208,255 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $1,168,905  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-F  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased  $2,351 (1.1%) in 1997 as
compared to 1996. As a percentage of oil and gas sales,  these expenses remained
relatively constant at 9.3% in 1997 and 8.5% in 1996.


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

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

      Total oil and gas sales decreased  $1,597,790  (34.2%) in 1998 as compared
to 1997. Of this decrease,  approximately  $320,000 and $349,000,  respectively,
were  related to  decreases  in  volumes  of oil and gas sold and  approximately
$414,000 and  $515,000,  respectively,  were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 17,132 barrels
and 150,803 Mcf,  respectively,  in 1998 as compared to 1997.  The  decreases in
volumes of oil and gas sold  resulted  primarily  from the sale of several wells
during both years. Average oil and gas prices decreased to $13.32 per barrel and
$1.85 per Mcf,  respectively,  in 1998 from $18.66 per barrel and $2.31 per Mcf,
respectively, in 1997.



                                      -57-
<PAGE>




      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-G
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$1,374,966  gain on such  sales.  Sales of oil and gas  properties  during  1997
resulted in the II-G Partnership recognizing similar gains totaling $1,226,822.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $333,023 (28.1%) in 1998 as compared to 1997. This
decrease  resulted  primarily from decreases in (i) production  taxes associated
with the  decrease  in oil and gas  sales  and  (ii)  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 27.8% in 1998 from 25.4% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $137,614 (15.0%) in 1998 as compared to 1997. This decrease  resulted
primarily  from the  decreases  in  volumes of oil and gas sold  during  1998 as
compared to 1997. As a percentage of oil and gas sales,  this expense  increased
to 25.3% in 1998 from 19.6% in 1997. This percentage  increase was primarily due
to the decreases in the average prices of oil and gas sold.

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
$3,101,656 in the first quarter of 1997. Of this amount, $489,672 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $2,611,984  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-G  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary during 1998.

      General and  administrative  expenses  decreased  $5,627 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.3% in 1998 from 9.5% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $35,105,371 or 94.32% of Limited Partners' capital contributions.





                                      -58-
<PAGE>



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

      Total oil and gas sales  decreased  $488,554 (9.5%) in 1997 as compared to
1996. Of this decrease,  approximately $100,000 and $725,000, respectively, were
related to decreases in volumes of oil and gas sold and  approximately  $111,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $440,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  5,040
barrels and 370,066 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted  primarily from (i) negative prior period volume
adjustments  made by the  purchasers on three  significant  wells in 1997,  (ii)
positive prior period volume adjustments made by the purchasers on several wells
in 1996, and (iii) normal declines in production.  Average oil prices  decreased
to $18.66 per barrel in 1997 from $19.83 per barrel in 1996.  Average gas prices
increased to $2.31 per Mcf in 1997 from $1.96 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $200,532 (14.5%) in 1997 as compared to 1996. This
decrease resulted  primarily from a decrease in production taxes associated with
the  decrease in oil and gas sales and  decreases in volumes of oil and gas sold
in 1997. As a percentage of oil and gas sales, these expenses decreased to 25.4%
in 1997 from 26.9% in 1996.  This  percentage  decrease was primarily due to the
dollar  decrease  in oil and gas  production  expenses  and the  increase in the
average prices of gas sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $246,840 (21.2%) in 1997 as compared to 1996. This decrease  resulted
primarily  from both the  decreases in volumes of oil and gas sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as  discussed  below.  As a percentage  of oil and gas sales,  this expense
decreased  to 19.6% in 1997 from 22.5% in 1996.  This  percentage  decrease  was
primarily  due  to  the  dollar  decrease  in   depreciation,   depletion,   and
amortization and the increase in the average price of gas sold in 1997.

      The II-G  Partnership  recognized a non-cash  charge  against  earnings of
$3,101,656 in the first quarter of 1997. Of this amount, $489,672 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at March  31,  1997 and  $2,611,984  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the II-G



                                      -59-
<PAGE>



Partnership's  Partnership  Agreement  which  limit  the  level  of  permissible
drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased  $4,755 (1.1%) in 1997 as
compared to 1996. As a percentage of oil and gas sales,  these expenses remained
relatively constant at 9.5% in 1997 and 8.7% in 1996.






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

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

      Total oil and gas sales decreased  $386,121 (34.5%) in 1998 as compared to
1997. Of this decrease,  approximately $75,000 and $89,000,  respectively,  were
related  to  decreases  in the  volumes  of oil and gas sold  and  approximately
$96,000 and  $126,000,  respectively,  were  related to decreases in the average
prices of oil and gas sold.  Volumes of oil and gas sold decreased 4,020 barrels
and 38,256 Mcf,  respectively,  in 1998 as compared to 1997.  The  decreases  in
volumes of oil and gas sold  resulted  primarily  from the sale of several wells
during both years. Average oil and gas prices decreased to $13.32 per barrel and
$1.86 per Mcf,  respectively,  in 1998 from $18.67 per barrel and $2.33 per Mcf,
respectively, in 1997.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-H
Partnership  sold certain oil and gas  properties  during 1998 and  recognized a
$317,342  gain on such  sales.  Sales  of oil and  gas  properties  during  1997
resulted in the II-H Partnership recognizing similar gains totaling $286,788.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $84,579 (29.2%) in 1998 as compared to 1997. This
decrease  resulted  primarily from decreases in (i) production  taxes associated
with the  decrease  in oil and gas  sales  and  (ii)  lease  operating  expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 28.0% in 1998 from 25.9% in 1997.
This  percentage  increase  was  primarily  due to the  decreases in the average
prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $23,121 (11.4%) in 1998 as compared to 1997.  This decrease  resulted
primarily from the decreases in volumes of



                                      -60-
<PAGE>



oil and gas sold. As a percentage of oil and gas sales,  this expense  increased
to 24.4% in 1998 from 18.1% in 1997. This percentage  increase was primarily due
to the decreases in the average prices of oil and gas sold.

      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
$785,220 in the first quarter of 1997.  Of this amount,  $125,223 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $659,997  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed  due to low oil and gas prices and  provisions in
the  II-H  Partnership's   Partnership   Agreement  which  limit  the  level  of
permissible drilling activity. No similar charges were necessary during 1998.

      General and  administrative  expenses  decreased  $1,389 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 1998 from 9.8% in 1997. This  percentage  increase was primarily due
to the decrease in oil and gas sales.

     The Limited Partners have received cash distributions  through December 31,
1998 totaling $8,172,364 or 89.11% of Limited Partners' capital contributions.


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

      Total oil and gas sales  decreased  $110,488 (9.0%) in 1997 as compared to
1996. Of this decrease,  approximately $23,000 and $180,000,  respectively, were
related to  decreases in volumes of oil and gas sold and  approximately  $26,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $119,000 related to an increase
in the average price of gas sold.  Volumes of oil and gas sold  decreased  1,174
barrels and 92,553 Mcf in 1997 as compared to 1996.  The  decrease in volumes of
gas sold resulted  primarily from (i) negative  prior period volume  adjustments
made by the purchasers on three  significant  wells in 1997, (ii) positive prior
period volume  adjustments  made by the purchasers on several wells in 1996, and
(iii) normal declines in production.  Average oil prices decreased to $18.67 per
barrel in 1997 from $19.85 per barrel in 1996.  Average gas prices  increased to
$2.33 per Mcf in 1997 from $1.94 per Mcf in 1996.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $49,348 (14.5%) in 1997 as compared to 1996. This
decrease resulted  primarily from a decrease in production taxes associated with
the decrease in oil



                                      -61-
<PAGE>



and gas sales and the  decreases  in volumes  of oil and gas sold in 1997.  As a
percentage of oil and gas sales,  these expenses decreased to 25.9% in 1997 from
27.6% in 1996. This percentage decrease was primarily due to the dollar decrease
in oil and gas production  expenses and the increase in the average price of gas
sold in 1997.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $78,681 (28.0%) in 1997 as compared to 1996.  This decrease  resulted
primarily  from  the  decreases  in  volumes  of oil and gas  sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as  discussed  below.  As a percentage  of oil and gas sales,  this expense
decreased  to 18.1% in 1997 from 22.8% in 1996.  This  percentage  decrease  was
primarily  due  to  the  dollar  decrease  in   depreciation,   depletion,   and
amortization.

      The II-H  Partnership  recognized a non-cash  charge  against  earnings of
$785,220 in the first quarter of 1997.  Of this amount,  $125,223 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas  reserves  at  March  31,  1997  and  $659,997  was  related  to the
writing-off of unproved  properties.  These unproved properties were written off
based on the General  Partner's  determination  that it was  unlikely  that such
properties  would be developed due to the low oil and gas prices and  provisions
in the  II-H  Partnership's  Partnership  Agreement  which  limit  the  level of
permissible drilling activity. No similar charges were necessary in 1996.

      General and  administrative  expenses  decreased  $1,437 (1.3%) in 1997 as
compared to 1996. As a percentage of oil and gas sales,  these expenses remained
relatively constant at 9.8% in 1997 and 9.0% in 1996.


      Average Sales Prices, Production Volumes, and Average Production Costs

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




                                      -62-
<PAGE>




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

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship               1998                    1997               % Change
------         ------------------      ------------------     --------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------     -----    -----
 II-A           12.38      1.98        $18.85     $2.28       (34%)    (13%)
 II-B           13.43      1.97         19.13      2.41       (30%)    (18%)
 II-C           13.33      1.91         19.04      2.34       (30%)    (18%)
 II-D           12.65      1.87         18.68      2.25       (32%)    (17%)
 II-E           13.31      1.86         19.10      2.30       (30%)    (19%)
 II-F           13.32      1.84         18.66      2.30       (29%)    (20%)
 II-G           13.32      1.85         18.66      2.31       (29%)    (20%)
 II-H           13.32      1.86         18.67      2.33       (29%)    (20%)


                              Production Volumes
---------------------------------------------------------------------------
P/ship              1998                      1997               % Change
------       ------------------        ------------------      ------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             -------    ---------      -------   ---------     ------   -----
 II-A        86,428     1,433,552      105,866   1,505,818     (18%)    ( 5%)
 II-B        53,095       904,066       67,591   1,047,458     (21%)    (14%)
 II-C        16,806       478,643       22,753     582,748     (26%)    (18%)
 II-D        37,733     1,034,372       50,413   1,501,911     (25%)    (31%)
 II-E        37,508       647,841       42,668     783,379     (12%)    (17%)
 II-F        36,915       516,917       45,014     586,444     (18%)    (12%)
 II-G        77,421     1,105,661       94,553   1,256,464     (18%)    (12%)
 II-H        17,978       266,337       21,998     304,593     (18%)    (13%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     1998     1997     % Change
                    ------    -----    -----     --------
                     II-A     $5.45    $5.29         2%
                     II-B      5.36     5.43       ( 1%)
                     II-C      4.42     4.40         -
                     II-D      4.50     5.51       (18%)
                     II-E      4.62     5.25       (12%)
                     II-F      3.24     3.83       (15%)
                     II-G      3.26     3.90       (16%)
                     II-H      3.29     3.99       (18%)



                                      -63-
<PAGE>




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

                             Average Sales Prices
--------------------------------------------------------------------------
P/ship               1997                     1996             % Change
------         ----------------        ----------------       ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---
 II-A          $18.85     $2.28        $20.40     $2.15       ( 8%)     6%
 II-B           19.13      2.41         20.92      2.15       ( 9%)    12%
 II-C           19.04      2.34         21.14      2.04       (10%)    15%
 II-D           18.68      2.25         20.03      1.83       ( 7%)    23%
 II-E           19.10      2.30         20.37      1.85       ( 6%)    24%
 II-F           18.66      2.30         19.83      1.96       ( 6%)    17%
 II-G           18.66      2.31         19.83      1.96       ( 6%)    18%
 II-H           18.67      2.33         19.85      1.94       ( 6%)    20%


                              Production Volumes
-----------------------------------------------------------------------------
P/ship              1997                      1996               % Change
------       ------------------        ------------------      --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             -------    ---------      ------    ---------     ------   -----
 II-A        105,866    1,505,818      103,230   1,737,090       3%     (13%)
 II-B         67,591    1,047,458       74,434   1,219,775     ( 9%)    (14%)
 II-C         22,753      582,748       25,093     685,344     ( 9%)    (15%)
 II-D         50,413    1,501,911       66,517   1,637,645     (24%)    ( 8%)
 II-E         42,668      783,379       53,804     861,464     (21%)    ( 9%)
 II-F         45,014      586,444       47,395     761,702     ( 5%)    (23%)
 II-G         94,553    1,256,464       99,593   1,626,530     ( 5%)    (23%)
 II-H         21,998      304,593       23,172     397,146     ( 5%)    (23%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     1997     1996     % Change
                    ------    -----    -----     --------
                     II-A     $5.29    $4.94         7%
                     II-B      5.43     4.19        30%
                     II-C      4.40     4.33         2%
                     II-D      5.51     5.31         4%
                     II-E      5.25     4.63        13%
                     II-F      3.83     3.69         4%
                     II-G      3.90     3.74         4%
                     II-H      3.99     3.80         5%




                                      -64-
<PAGE>



      Liquidity and Capital Resources

      Net  proceeds  from  operations  less  necessary   operating  capital  are
distributed to the Limited  Partners on a quarterly  basis.  See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not  reinvested in productive  assets,  except to the extent that  producing
wells are  improved,  or where  methods are  employed  to permit more  efficient
recovery of reserves,  thereby resulting in a positive economic impact. Assuming
1998  production  levels for  future  years,  the  Partnerships  proved  reserve
quantities at December 31, 1998 would have the following remaining lives:

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

                     II-A              5.4              4.2
                     II-B              5.9              4.5
                     II-C              7.5              7.1
                     II-D              8.0              6.8
                     II-E              6.9              4.4
                     II-F              7.0              6.5
                     II-G              7.0              6.6
                     II-H              7.1              6.6


      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further  material  capital  resource  commitments  in  the  future.   Occasional
expenditures  for new wells or well  recompletions  or workovers,  however,  may
reduce or eliminate cash available for a particular quarterly cash distribution.
The Partnerships have no debt commitments. Cash for operational purposes will be
provided by current oil and gas production.

      The Partnerships sold certain oil and gas properties during 1997 and 1998.
The sale of the Partnerships'  properties 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 1998 and 1997 were as follows:



                                      -65-
<PAGE>



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

                  II-A           $  787,854     $  225,375
                  II-B               82,454        251,335
                  II-C              250,629        208,805
                  II-D              669,933        629,832
                  II-E              357,625        431,541
                  II-F              717,792        758,534
                  II-G            1,503,817      1,658,135
                  II-H              345,716        414,950

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

      On July 30, 1998 the II-A,  II-B,  II-C,  II-D, and II-E  Partnerships and
certain  other  related  parties  reached  a  settlement  with  a gas  purchaser
involving claims for take or pay deficiencies and gas pricing issues arising out
of a gas purchase  contract.  As a result of this settlement,  such Partnerships
received the following settlement amounts:

                                 SETTLEMENT      PER
            PARTNERSHIP            AMOUNT        UNIT
            -----------           ---------     ------

               II-A              $1,710,190     $ 3.53
               II-B               2,793,295       7.72
               II-C               1,197,148       7.74
               II-D               3,033,646       9.63
               II-E               6,159,355      26.92

The  settlement  amounts were included in the  Partnerships'  November 1998 cash
distributions.

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the  Partnerships,  including the price of
and demand for oil and gas and other  market and  economic  conditions.  Even if
prices and costs remain stable,  the amount of cash available for  distributions
will decline over time (as the volume of production  from  producing  properties
declines)  since  the   Partnerships  are  not  replacing   production   through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved  reserves  has  been  reduced  by the sale of oil and gas  properties  as
described above; therefore, it is possible that the



                                      -66-
<PAGE>



Partnerships'  future cash distributions will decline as a result of a reduction
of the Partnerships' reserve base.

      The  Partnerships  will terminate 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. As of the date of this Annual Report, the General Partner has
not determined whether to extend the term of any Partnership.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
1998. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."

      Year 2000

                                   In General

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

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

     The  Partnerships'  business  is  producing  oil and  gas.  The  day-to-day
production of the Partnerships' oil and gas is not



                                      -67-
<PAGE>



dependent on computers or equipment with imbedded  chips.  As further  discussed
below,  management  anticipates that the Partnerships' daily business activities
will not be materially affected by Y2K.

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

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

      Samson  Investment  Company's Chief  Financial  Officer is responsible for
communicating  to its  Board  of  Directors  Y2K  actions  and for the  ultimate
implementation of its Y2K plan. He has delegated to Samson Investment  Company's
Senior  Vice   President-Technology   and   Administrative   Services  principal
responsibility for ensuring Y2K compliance within Samson.

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


                      Financial and Administrative Systems

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

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

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



                                      -68-
<PAGE>



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

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


                                Imbedded Systems

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

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

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

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



                                      -69-
<PAGE>



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

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


                              Third Party Exposures

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

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

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

      It is  important  to note that  third  party oil and gas  purchasers  have
significant incentives to avoid disruptions



                                      -70-
<PAGE>



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

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

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


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

      The Partnerships do not hold any market risk sensitive instruments.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


PART III.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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



                                      -71-
<PAGE>




            Name            Age      Position with General Partner
      ----------------      ---     --------------------------------

      Dennis R. Neill        46     President and Director

      Judy K. Fox            47     Secretary

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

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

      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 1998 of reports required under Section 16 of the Securities  Exchange Act
of 1934.




                                      -72-
<PAGE>




ITEM 11.  EXECUTIVE COMPENSATION

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


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

               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.  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 1998, 1997, and 1996:



                                      -73-
<PAGE>
<TABLE>
<CAPTION>





                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1998

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

Dennis R. Neill,
President(2)(3)         1996       -         -           -            -             -           -          -
                        1997       -         -           -            -             -           -          -
                        1998       -         -           -            -             -           -          -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $298,217     -           -            -             -           -          -
                        1997    $304,538     -           -            -             -           -          -
                        1998    $301,683     -           -            -             -           -          -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-A Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>



                                      -74-
<PAGE>
<TABLE>
<CAPTION>



                                                Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                          Three Years Ended December 31, 1998

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

Dennis R. Neill,
President(2)(3)         1996        -           -           -            -             -             -           -
                        1997        -           -           -            -             -             -           -
                        1998        -           -           -            -             -             -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $222,745       -           -            -             -             -           -
                        1997     $227,466       -           -            -             -             -           -
                        1998     $225,334       -           -            -             -             -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-B Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>


                                      -75-
<PAGE>

<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                            Three Years Ended December 31, 1998

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

Dennis R. Neill,
President(2)(3)         1996        -           -           -           -              -           -           -
                        1997        -           -           -           -              -           -           -
                        1998        -           -           -           -              -           -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $95,212        -           -           -              -           -           -
                        1997     $97,230        -           -           -              -           -           -
                        1998     $96,319        -           -           -              -           -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-C Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>


                                      -76-
<PAGE>
<TABLE>
<CAPTION>



                                                 Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1998

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

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

All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $193,899       -           -             -             -          -           -
                        1997     $198,009       -           -             -             -          -           -
                        1998     $196,153       -           -             -             -          -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-D Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>



                                      -77-
<PAGE>
<TABLE>
<CAPTION>



                                                 Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1998

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

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

All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $140,905      -          -             -              -           -           -
                        1997     $143,892      -          -             -              -           -           -
                        1998     $142,543      -          -             -              -           -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-E Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>


                                      -78-
<PAGE>
<TABLE>
<CAPTION>
 


                                                 Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                            Three Years Ended December 31, 1998

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

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

All Executive
Officers,
Directors,
and Employees
as a group(4)           1996     $105,546       -          -              -             -          -           -
                        1997     $107,783       -          -              -             -          -           -
                        1998     $106,773       -          -              -             -          -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-F Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>


                                      -79-
<PAGE>
<TABLE>
<CAPTION>




                                                 Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                       Three Years Ended December 31, 1998

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

Dennis R. Neill,
President(2)(3)         1996      -           -         -              -            -              -           -
                        1997      -           -         -              -            -              -           -
                        1998      -           -         -              -            -              -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $229,189      -         -              -            -              -           -
                        1997    $234,047      -         -              -            -              -           -
                        1998    $231,853      -         -              -            -              -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-G Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>



                                      -80-
<PAGE>
<TABLE>
<CAPTION>




                                                 Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1998

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

Dennis R. Neill,
President(2)(3)         1996       -          -            -          -               -            -           -
                        1997       -          -            -          -               -            -           -
                        1998       -          -            -          -               -            -           -
All Executive
Officers,
Directors,
and Employees
as a group(4)           1996    $56,476       -            -          -               -            -           -
                        1997    $57,673       -            -          -               -            -           -
                        1998    $57,132       -            -          -               -            -           -
----------
(1)   Mr. Tholen served as President and Chief Executive  Officer of Geodyne until
      July 1, 1996.
(2)   The general and  administrative  expenses paid by the II-H Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Tholen or Mr. Neill.
(3)   Mr. Neill became President of Geodyne on July 1, 1996.
(4)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the 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>



                                      -81-
<PAGE>





      Affiliates  of  the  Partnerships   serve  as  operator  of  some  of  the
Partnerships'  wells.  The General  Partner  contracts with such  affiliates for
services as operator of the wells. As operator,  such affiliates are compensated
at rates  provided  in the  operating  agreements  in effect and  charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the  commencement  of  commercial  marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.

      Samson  maintains  necessary  inventories of new and used field equipment.
Samson  may  have  provided  some of this  equipment  for  wells  in  which  the
Partnerships  have an interest.  This  equipment was provided at prices or rates
equal  to or  less  than  those  normally  charged  in the  same  or  comparable
geographic  area by unaffiliated  persons or companies  dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 1999 by (i) each beneficial  owner of more than five
percent of the issued and outstanding  Units, (ii) the directors and officers of
the General  Partner,  and (iii) the General  Partner  and its  affiliates.  The
address of each of such persons is Samson Plaza, Two West Second Street,  Tulsa,
Oklahoma 74103.

                                                          Number of Units
                                                            Beneficially
                                                           Owned (Percent
          Beneficial Owner                                of Outstanding)
------------------------------------                     ------------------

II-A Partnership:
----------------
   Samson Resources Company                                 73,940      (15.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       73,940      (15.3%)

II-B Partnership:
----------------
   Samson Resources Company                                 58,240      (16.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       58,240      (16.1%)



                                      -82-
<PAGE>



II-C Partnership:
----------------
   Samson Resources Company                                 33,567      (21.7%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       33,567      (21.7%)

II-D Partnership:
----------------
   Samson Resources Company                                 42,520      (13.5%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       42,520      (13.5%)

II-E Partnership:
----------------
   Samson Resources Company                                 39,864      (17.4%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       39,864      (17.4%)

II-F Partnership:
----------------
   Samson Resources Company                                 24,864      (14.5%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       24,864      (14.5%)

II-G Partnership:
----------------
   Samson Resources Company                                 41,224      (11.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       41,224      (11.1%)

II-H Partnership:
----------------
   Samson Resources Company                                 14,759      (16.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                       14,759      (16.1%)


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



                                      -83-
<PAGE>



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.


PART IV.

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

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




                                      -84-
<PAGE>



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

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

          (2)  Financial Statement Schedules:

               None.

          (3)  Exhibits:

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

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

                           II-A     November 18, 1987       0-16388
                           II-B     November 19, 1987       0-16405
                           II-C     August 5, 1988          0-16981
                           II-D     August 5, 1988          0-16980
                           II-E     November 17, 1988       0-17320
                           II-F     June 5, 1989            0-17799
                           II-G     June 5, 1989            0-17802
                           II-H     February 20, 1990       0-18305



                                      -85-
<PAGE>




               4.2  The Agreements of Partnership  for the following  Production
                    Partnerships  have been previously filed with the Securities
                    and Exchange  Commission as Exhibit 2.2 to Form 8-A filed by
                    the  related  Partnerships  on the dates shown below and are
                    hereby incorporated by reference.


                        Partnership       Filing Date
                        -----------       -----------

                           II-A           November 18, 1987
                           II-B           November 19, 1987
                           II-C           August 5, 1988
                           II-D           August 5, 1988
                           II-E           November 17, 1988
                           II-F           June 5, 1989
                           II-G           June 5, 1989
                           II-H           February 20, 1990


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

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

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

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



                                      -86-
<PAGE>




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

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

               4.9  Second  Amendment  to Amended  and  Restated  Agreement  and
                    Certificate of Limited  Partnership of Geodyne Energy Income
                    Limited   Partnership   II-G,   filed  as  Exhibit   4.7  to
                    Registrant's Current Report on Form 8-K dated August 2, 1993
                    filed  with  the  SEC on  August  10,  1993  and  is  hereby
                    incorporated by reference.

               4.10 Second  Amendment  to Amended  and  Restated  Agreement  and
                    Certificate of Limited  Partnership of Geodyne Energy Income
                    Limited   Partnership   II-H,   filed  as  Exhibit   4.8  to
                    Registrant's Current Report on Form 8-K dated August 2, 1993
                    filed  with  the  SEC on  August  10,  1993  and  is  hereby
                    incorporated by reference.

               4.11 Third  Amendment to  Agreement  and  Certificate  of Limited
                    Partnership  of Geodyne  Energy Income  Limited  Partnership
                    II-E,  filed  as  Exhibit  4.12 to the  Registrant's  Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  4,  1996  and  is  hereby
                    incorporated by reference.

               4.12 Third  Amendment to  Agreement  and  Certificate  of Limited
                    Partnership  of Geodyne  Energy Income  Limited  Partnership
                    II-F,  filed  as  Exhibit  4.13 to the  Registrant's  Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  4,  1996  and  is  hereby
                    incorporated by reference.



                                      -87-
<PAGE>




               4.13 Third  Amendment to  Agreement  and  Certificate  of Limited
                    Partnership  of Geodyne  Energy Income  Limited  Partnership
                    II-G,  filed  as  Exhibit  4.14 to the  Registrant's  Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  4,  1996  and  is  hereby
                    incorporated by reference.

               4.14 Third  Amendment to  Agreement  and  Certificate  of Limited
                    Partnership  of Geodyne  Energy Income  Limited  Partnership
                    II-H,  filed  as  Exhibit  4.15 to the  Registrant's  Annual
                    Report on Form 10-K for the year  ended  December  31,  1995
                    filed   with  the  SEC  on  April  4,  1996  and  is  hereby
                    incorporated by reference.

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

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

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

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

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

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

          *    23.7  Consent of Ryder  Scott  Company  Petroleum  Engineers  for
                     Geodyne Energy Income Limited Partnership II-G.

          *    23.8  Consent of Ryder  Scott  Company  Petroleum  Engineers  for
                     Geodyne Energy Income Limited Partnership II-H.

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



                                      -88-
<PAGE>




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

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

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

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

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

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

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


               All other Exhibits are omitted as inapplicable.

               ----------

               *Filed herewith.


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

                  None.



                                      -89-
<PAGE>



                                   SIGNATURES

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

                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                                  GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H

                                    By:   GEODYNE RESOURCES, INC.
                                          General Partner

                                          February 23, 1999


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

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

By:   /s/Dennis R. Neill         President and              February 23, 1999
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 23, 1999
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 23, 1999
      -------------------
         Judy K. Fox



                                      -90-
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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



                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
January 29, 1999



                                      F-1
<PAGE>



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

                                    ASSETS
                                    ------

                                                   1998          1997
                                               -----------    ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $  213,480     $  830,584
   Accounts receivable:
      Oil and gas sales                            506,282        837,560
      Other                                          -             20,975
                                                 ---------      ---------
      Total current assets                      $  719,762     $1,689,119

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 4,109,296      4,894,853

DEFERRED CHARGE                                    701,486        911,041
                                                 ---------      ---------
                                                $5,530,544     $7,495,013
                                                 =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  171,762     $  233,246
   Gas imbalance payable                           125,904        142,043
                                                 ---------      ---------
      Total current liabilities                 $  297,666     $  375,289

ACCRUED LIABILITY                               $  180,325     $  157,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  417,336)   ($  387,587)
   Limited Partners, issued and
      outstanding, 484,283 Units                 5,469,889      7,350,261
                                                 ---------      ---------
      Total Partners' capital                   $5,052,553     $6,962,674
                                                 ---------      ---------
                                                $5,530,544     $7,495,013
                                                 =========      =========


              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, 1998, 1997, and 1996

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

REVENUES:
   Oil and gas sales               $3,911,823    $5,431,745    $5,832,874
   Interest income                     55,219        33,085        28,323
   Gain on sale of oil and
      gas properties                  685,375       176,789        96,827
   Gas contract settlement
     income                         1,710,190          -             -
   Other income                          -           20,975          -
                                    ---------     ---------     ---------
                                   $6,362,607    $5,662,594    $5,958,024

COSTS AND EXPENSES:
   Lease operating                 $1,532,475    $1,538,814    $1,601,063
   Production tax                     240,522       349,607       339,977
   Depreciation, depletion,
      and amortization of oil
      and gas properties              799,874       780,241     1,196,600
   Impairment provision               164,111       684,276          -
   General and administrative         573,597       591,256       620,562
                                    ---------     ---------     ---------
                                   $3,310,579    $3,944,194    $3,758,202
                                    ---------     ---------     ---------
NET INCOME                         $3,052,028    $1,718,400    $2,199,822
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  188,400    $  141,030    $  156,483
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $2,863,628    $1,577,370    $2,043,339
                                    =========     =========     =========

NET INCOME per Unit                $     5.91    $     3.26    $     4.22
                                    =========     =========     =========

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, 1998, 1997, and 1996

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

Balance, Dec. 31, 1995        $ 9,494,552      ($311,994)      $ 9,182,558
   Net income                   2,043,339        156,483         2,199,822
   Cash distributions        (  2,600,000)     ( 186,970)     (  2,786,970)
                               ----------        -------        ----------
Balance, Dec. 31, 1996        $ 8,937,891      ($342,481)      $ 8,595,410
   Net income                   1,577,370        141,030         1,718,400
   Cash distributions        (  3,165,000)     ( 186,136)     (  3,351,136)
                               ----------        -------        ----------

Balance, Dec. 31, 1997        $ 7,350,261      ($387,587)      $ 6,962,674
   Net income                   2,863,628        188,400         3,052,028
   Cash distributions        (  4,744,000)     ( 218,149)     (  4,962,149)
                               ----------        -------        ----------

Balance, Dec. 31, 1998        $ 5,469,889      ($417,336)      $ 5,052,553
                               ==========        =======        ==========


              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, 1998, 1997, and 1996

                                      1998             1997             1996    
                                  ------------     ------------     ------------
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                      $3,052,028       $1,718,400       $2,199,822 
   Adjustments to reconcile                                                     
      net income to net                                                         
      cash provided by                                                          
      operating activities:                                                     
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties           799,874          780,241        1,196,600 
      Impairment provision            164,111          684,276             -    
      Gain on sale of oil and                                                   
         gas properties           (   685,375)     (   176,789)     (    96,827)
      (Increase) decrease in                                                    
          accounts receivable-                                                  
           oil and gas sales          331,278          235,899      (   308,384)
      (Increase) decrease in                                                    
          accounts receivable
           - other                     20,975      (    20,975)            -    
      Decrease in                                                               
         deferred charge              209,555           37,176          221,060 
      Increase (decrease) in                                                    
         accounts payable         (    61,484)          20,445      (       325)
      Increase (decrease) in                                                    
         gas imbalance payable    (    16,139)          40,550      (    63,344)
      Increase (decrease) in                                                    
         accrued Liability             23,275      (     1,633)     (   113,984)
                                    ---------        ---------        --------- 
   Net cash provided by                                                         
      operating activities         $3,838,098       $3,317,590       $3,034,618 
                                    ---------        ---------        --------- 
                                                                                
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures           ($  280,907)     ($  237,163)     ($   98,540)
   Proceeds from sale of                                                        
      oil and gas properties          787,854          225,375          218,786 
                                    ---------        ---------        --------- 
   Net cash provided (used)                                                     
      by investing activities      $  506,947      ($   11,788)      $  120,246 
                                    ---------        ---------        --------- 
                                                                                
                                                                                

                                      F-5
<PAGE>
                                                                         
                                                                                
                                                                                
CASH FLOWS FROM FINANCING                                                       
   ACTIVITIES:                                                                  
   Cash distributions             ($4,962,149)     ($3,351,136)     ($2,786,970)
                                    ---------        ---------        --------- 
   Net cash used by financing                                                   
      activities                  ($4,962,149)     ($3,351,136)     ($2,786,970)
                                    ---------        ---------        --------- 
                                                                                
NET INCREASE (DECREASE) IN                                                      
   CASH AND CASH EQUIVALENTS      ($  617,104)     ($   45,334)      $  367,894 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD             830,584          875,918          508,024 
                                    ---------        ---------        --------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                $  213,480       $  830,584       $  875,918 
                                    =========        =========        ========= 
                                                                                
                                  
                     The accompanying notes are an integral
                  part of these combined financial statements.



                                      F-6
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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






                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
January 29, 1999



                                      F-7
<PAGE>



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

                                    ASSETS
                                    ------

                                                    1998           1997
                                                -----------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                     $  107,021     $  644,574
   Accounts receivable:
      Oil and gas sales                             328,334        565,152
                                                  ---------      ---------
      Total current assets                       $  435,355     $1,209,726

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  2,569,828      3,035,158

DEFERRED CHARGE                                     179,833        169,811
                                                  ---------      ---------
                                                 $3,185,016     $4,414,695
                                                  =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                              $   77,383     $  141,754
   Gas imbalance payable                             19,790         24,671
                                                  ---------      ---------
      Total current liabilities                  $   97,173     $  166,425

ACCRUED LIABILITY                                $   98,681     $   88,519

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  320,234)   ($  305,223)
   Limited Partners, issued and
      outstanding, 361,719 Units                  3,309,396      4,464,974
                                                  ---------      ---------
      Total Partners' capital                    $2,989,162     $4,159,751
                                                  ---------      ---------
                                                 $3,185,016     $4,414,695
                                                  =========      =========



              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, 1998, 1997, and 1996

                                       1998         1997           1996
                                   ----------     ---------    ----------
REVENUES:
   Oil and gas sales               $2,492,043    $3,816,269     $4,179,527
   Interest income                     50,430        19,644         16,689
   Gain (loss) on sale of
      oil and gas
      properties                       65,551       203,247    (    28,890)
   Gas contract settlement
      income                        2,793,295          -              -
                                    ---------     ---------      ---------
                                   $5,401,319    $4,039,160     $4,167,326

COSTS AND EXPENSES:
   Lease operating                 $  938,926    $1,062,972     $  912,347
   Production tax                     153,573       251,478        252,366
   Depreciation, depletion,
      and amortization of oil
      and gas properties              532,041       546,957      1,062,233
   Impairment provision                  -          530,988           -
   General and
      administrative                  430,272       451,569        496,791
                                    ---------     ---------      ---------
                                   $2,054,812    $2,843,964     $2,723,737
                                    ---------     ---------      ---------
NET INCOME                         $3,346,507    $1,195,196     $1,443,589
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  186,085    $   99,884     $  113,834
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $3,160,422    $1,095,312     $1,329,755
                                    =========     =========      =========

NET INCOME
   per Unit                        $     8.74    $     3.03     $     3.68
                                    =========     =========      =========

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, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995          $5,955,907      ($246,438)     $5,709,469
   Net income                    1,329,755        113,834       1,443,589
   Cash distributions          ( 1,733,000)     ( 132,579)    ( 1,865,579)
                                 ---------        -------       ---------

Balance, Dec. 31, 1996          $5,552,662      ($265,183)     $5,287,479
   Net income                    1,095,312         99,884       1,195,196
   Cash distributions          ( 2,183,000)     ( 139,924)    ( 2,322,924)
                                 ---------        -------       ---------

Balance, Dec. 31, 1997          $4,464,974      ($305,223)     $4,159,751
   Net income                    3,160,422        186,085       3,346,507
   Cash distributions          ( 4,316,000)     ( 201,096)    ( 4,517,096)
                                 ---------        -------       ---------

Balance, Dec. 31, 1998          $3,309,396      ($320,234)     $2,989,162
                                 =========        =======       =========


              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, 1998, 1997, and 1996

                                      1998            1997              1996    
                                  -----------     ------------      ------------
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                      $3,346,507      $1,195,196        $1,443,589 
   Adjustments to reconcile                                                     
      net income to net                                                         
      cash provided by                                                          
      operating activities:                                                     
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties           532,041         546,957         1,062,233 
      Impairment provision               -            530,988              -    
      (Gain) loss on sale of                                                    
         oil and gas properties   (    65,551)    (   203,247)           28,890 
      (Increase) decrease in                                                    
         accounts receivable          236,818         145,056       (   126,075)
      (Increase) decrease in                                                    
         deferred charge          (    10,022)    (     9,708)           66,200 
      Decrease in                                                               
         accounts payable         (    64,371)    (    47,491)      (    21,981)
      Increase (decrease) in                                                    
         gas imbalance payable    (     4,881)          7,616             2,007 
      Increase (decrease) in                                                    
         accrued liability             10,162           2,321       (   215,486)
                                    ---------       ---------         --------- 
   Net cash provided by                                                         
      operating activities         $3,980,703      $2,167,688        $2,239,377 
                                    ---------       ---------         --------- 
                                                                                
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures           ($   83,614)    ($   20,782)      ($   89,173)
   Proceeds from sale of                                                        
      oil and gas properties           82,454         251,335           116,393 
                                    ---------       ---------         --------- 
   Net cash provided (used) by                                                  
      investing activities        ($    1,160)     $  230,553        $   27,220 
                                    ---------       ---------         --------- 
                                                                                
CASH FLOWS FROM FINANCING                                                       
   ACTIVITIES:                                                                  
   Cash distributions             ($4,517,096)    ($2,322,924)      ($1,865,579)
                                    ---------       ---------         --------- 
   Net cash used by financing                                                   
      activities                  ($4,517,096)    ($2,322,924)      ($1,865,579)
                                    ---------       ---------         --------- 
                                 



                                      F-11
<PAGE>



NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($  537,553)     $   75,317        $  401,018 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD             644,574         569,257           168,239 
                                    ---------       ---------         --------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                $  107,021      $  644,574        $  569,257 
                                    =========       =========         ========= 
                                  


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



                                      F-12
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

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






                                    PricewaterhouseCoopers LLP













Tulsa, Oklahoma
January 29, 1999



                                      F-13
<PAGE>



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

                                    ASSETS
                                    ------

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

CURRENT ASSETS:
   Cash and cash equivalents                    $   66,617      $  358,095
   Accounts receivable:
      Oil and gas sales                            157,275         273,399
      Other                                           -              1,931
                                                 ---------       ---------
      Total current assets                      $  223,892      $  633,425

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                        1,382,430       1,667,269

DEFERRED CHARGE                                    153,412         139,621
                                                 ---------       ---------
                                                $1,759,734      $2,440,315
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   29,848      $   33,293
   Gas imbalance payable                            38,249          22,563
                                                 ---------       ---------
      Total current liabilities                 $   68,097      $   55,856

ACCRUED LIABILITY                               $   59,308      $   49,647

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  133,264)    ($  123,277)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,765,593       2,458,089
                                                 ---------       ---------
      Total Partners' capital                   $1,632,329      $2,334,812
                                                 ---------       ---------
                                                $1,759,734      $2,440,315
                                                 =========       =========




              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, 1998, 1997, and 1996

                                        1998            1997             1996   
                                    ----------      ----------       -----------
REVENUES:                                                                       
   Oil and gas sales                $1,136,474      $1,796,657        $1,925,940
   Interest income                      25,163          11,360             8,460
   Gain on sale of oil                                                          
      and gas properties               177,795         156,919            42,354
   Gas contract settlement                                                      
      income                         1,197,148            -                 -   
   Other income                           -              1,931              -   
                                     ---------       ---------         ---------
                                    $2,536,580      $1,966,867        $1,976,754
                                                                                
COSTS AND EXPENSES:                                                             
   Lease operating                  $  351,162      $  397,402        $  477,750
   Production tax                       75,947         130,419           125,174
   Depreciation, depletion,                                                     
      and amortization of oil                                                   
      and gas properties               246,338         268,219           397,849
   Impairment provision                   -             66,617              -   
   General and administrative          184,538         193,799           214,421
                                     ---------       ---------         ---------
                                    $  857,985      $1,056,456        $1,215,194
                                     ---------       ---------         ---------
NET INCOME                          $1,678,595      $  910,411        $  761,560
                                     =========       =========         =========
                                                                                
GENERAL PARTNER - NET INCOME        $   95,091      $   57,028        $   53,569
                                     =========       =========         =========
                                                                                
LIMITED PARTNERS - NET                                                          
   INCOME                           $1,583,504      $  853,383        $  707,991
                                     =========       =========         =========
                                                                                
NET INCOME per Unit                 $    10.24      $     5.52        $     4.58
                                     =========       =========         =========
                                                                                
UNITS OUTSTANDING                      154,621         154,621           154,621
                                     =========       =========         =========
                                   






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




                                      F-15
<PAGE>




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

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

Balance, Dec. 31, 1995           $3,039,715     ($ 99,615)      $2,940,100
   Net income                       707,991        53,569          761,560
   Cash distributions           (   840,000)    (  69,573)     (   909,573)
                                  ---------       -------        ---------

Balance, Dec. 31, 1996           $2,907,706     ($115,619)      $2,792,087
   Net income                       853,383        57,028          910,411
   Cash distributions           ( 1,303,000)    (  64,686)     ( 1,367,686)
                                  ---------       -------        ---------

Balance, Dec. 31, 1997           $2,458,089     ($123,277)      $2,334,812
   Net income                     1,583,504        95,091        1,678,595
   Cash distributions           ( 2,276,000)    ($105,078)     ($2,381,078)
                                  ---------       -------        ---------

Balance, Dec. 31, 1998           $1,765,593     ($133,264)      $1,632,329
                                  =========       =======        =========


              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, 1998, 1997, and 1996

                                      1998             1997            1996     
                                  ------------      ------------    ----------  
                                                                               
CASH FLOWS FROM OPERATING                                                      
   ACTIVITIES:                                                                 
   Net income                      $1,678,595        $  910,411     $  761,560  
   Adjustments to reconcile                                                    
      net income to                                                            
      net cash provided by                                                     
      operating activities:                                                    
      Depreciation, depletion,                                                 
         and amortization of oil                                               
         and gas properties           246,338           268,219        397,849  
      Impairment provision               -               66,617            -    
      Gain on sale of oil                                                      
         and gas properties       (   177,795)      (   156,919)    (   42,354) 
      (Increase) decrease in                                                   
         accounts receivable -                                                 
         oil and gas sales            116,124            66,783     (   48,817) 
      (Increase) decrease in                                                   
         accounts receivable -                                                 
         other                          1,931       (     1,931)           -    
      (Increase) decrease in                                                   
         deferred charge          (    13,791)           25,332         94,988  
      Increase (decrease) in                                                   
         accounts payable         (     3,445)      (    36,434)         2,434  
      Increase (decrease) in                                                   
         gas imbalance payable         15,686            12,177     (   49,506) 
      Increase (decrease) in                                                   
         accrued liability              9,661       (    19,501)    (   69,510) 
                                    ---------         ---------      ---------  
   Net cash provided by                                                        
      operating activities         $1,873,304        $1,134,754     $1,046,644  
                                    ---------         ---------      ---------  
                                                                               
CASH FLOWS FROM INVESTING                                                      
   ACTIVITIES:                                                                 
   Capital expenditures           ($   34,333)      ($    5,112)    ($   5,076) 
   Proceeds from sale of                                                       
      oil and gas properties          250,629           208,805        172,986  
                                    ---------         ---------      ---------  
   Net cash provided                                                           
      by investing activities      $  216,296        $  203,693      $ 167,910  
                                    ---------         ---------      ---------  
                                  



                                      F-17
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($2,381,078)      ($1,367,686)    ($ 909,573) 
                                    ---------         ---------      ---------  
   Net cash used by financing                                                  
      activities                  ($2,381,078)      ($1,367,686)    ($ 909,573) 
                                    ---------         ---------      ---------  
                                                                               
NET INCREASE (DECREASE) IN                                                     
   CASH AND CASH EQUIVALENTS      ($  291,478)      ($   29,239)     $ 304,981  
                                                                               
CASH AND CASH EQUIVALENTS                                                      
   AT BEGINNING OF PERIOD             358,095           387,334         82,353  
                                    ---------         ---------      ---------  
                                                                               
CASH AND CASH EQUIVALENTS                                                      
   AT END OF PERIOD                $   66,617        $  358,095      $ 387,334  
                                    =========         =========      =========  
                                  


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



                                      F-18
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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










                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
January 29, 1999



                                      F-19
<PAGE>



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

                                    ASSETS
                                    ------

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

CURRENT ASSETS:
   Cash and cash equivalents                    $  311,556      $1,151,142
   Accounts receivable:
      Oil and gas sales                            342,433         646,750
      Other                                           -             20,267
                                                 ---------       ---------
      Total current assets                      $  653,989      $1,818,159

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,726,713       3,417,760

DEFERRED CHARGE                                    614,207         544,345
                                                 ---------       ---------
                                                $3,994,909      $5,780,264
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   67,934      $   86,058
   Gas imbalance payable                           149,648         107,004
                                                 ---------       ---------
      Total current liabilities                 $  217,582      $  193,062

ACCRUED LIABILITY                               $  206,215      $  239,083

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  247,182)    ($  224,003)
   Limited Partners, issued and
      outstanding, 314,878 Units                 3,818,294       5,572,122
                                                 ---------       ---------
      Total Partners' capital                   $3,571,112      $5,348,119
                                                 ---------       ---------
                                                $3,994,909      $5,780,264
                                                 =========       =========





              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, 1998, 1997, and 1996

                                      1998            1997              1996    
                                  ------------    ------------      ----------- 
REVENUES:                                                                      
   Oil and gas sales              $2,411,051      $4,314,154         $4,329,102 
   Interest income                    66,699          28,919             16,083 
   Gain on sale of oil                                                         
      and gas properties             496,238         447,981             80,630 
   Gas contract settlement                                                     
      income                       3,033,646            -                  -    
   Other                                -             20,267               -    
                                   ---------       ---------          --------- 
                                  $6,007,634      $4,811,321         $4,425,815 
                                                                               
COSTS AND EXPENSES:                                                            
   Lease operating                $  777,607      $1,331,185         $1,492,375 
   Production tax                    168,364         325,902            308,524 
   Depreciation, depletion,                                                    
      and amortization of oil                                                  
      and gas properties             518,991         689,112            800,433 
   Impairment provision                 -            143,957               -    
   General and administrative        374,675         397,583            453,882 
                                   ---------       ---------          --------- 
                                  $1,839,637      $2,887,739         $3,055,214 
                                   ---------       ---------          --------- 
NET INCOME                        $4,167,997      $1,923,582         $1,370,601 
                                   =========       =========          ========= 
                                                                               
GENERAL PARTNER - NET INCOME      $  225,825      $  127,204         $   99,743 
                                   =========       =========          ========= 
                                                                               
LIMITED PARTNERS -                                                             
NET INCOME                        $3,942,172      $1,796,378         $1,270,858 
                                   =========       =========          ========= 
                                                                               
NET INCOME per Unit               $    12.52      $     5.70         $     4.04 
                                   =========       =========          ========= 
                                                                               
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, 1998, 1997, and 1996

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

Balance, Dec. 31, 1995         $6,884,886       ($143,473)      $6,741,413
   Net income                   1,270,858          99,743        1,370,601
   Cash distributions         ( 1,528,000)      ( 175,226)     ( 1,703,226)
                                ---------         -------        ---------

Balance, Dec. 31, 1996         $6,627,744       ($218,956)      $6,408,788
   Net income                   1,796,378         127,204        1,923,582
   Cash distributions         ( 2,852,000)      ( 132,251)     ( 2,984,251)
                                ---------         -------        ---------

Balance, Dec. 31, 1997         $5,572,122       ($224,003)      $5,348,119
   Net income                   3,942,172         225,825        4,167,997
   Cash distributions         ( 5,696,000)      ( 249,004)     ( 5,945,004)
                                ---------         -------        ---------

Balance, Dec. 31, 1998         $3,818,294       ($247,182)      $3,571,112
                                =========         =======        =========


              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, 1998, 1997, and 1996

                                       1998           1997           1996       
                                   ------------   ------------   ------------   
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                       $4,167,997     $1,923,582     $1,370,601    
   Adjustments to reconcile                                                     
      net income to net                                                         
      cash provided by operating                                                
      activities:                                                               
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties            518,991        689,112        800,433    
      Impairment provision                -           143,957           -       
      Gain on sale of oil                                                       
         and gas properties        (   496,238)   (   447,981)   (    80,630)   
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         oil and gas sales             304,317        146,433    (   162,813)   
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         other                          20,267    (    20,267)          -       
      (Increase) decrease in                                                    
         deferred Charge           (    69,862)       318,794         86,088    
      Increase (decrease) in                                                    
         accounts payable          (    18,124)   (    73,909)        13,159    
      Increase (decrease) in                                                    
         gas imbalance payable          42,644    (    11,309)           790    
      Decrease in                                                               
         accrued liability         (    32,868)   (    27,699)   (    18,638)   
                                     ---------      ---------      ---------    
   Net cash provided by                                                         
     operating activities           $4,437,124     $2,640,713     $2,008,990    
                                     ---------      ---------      ---------    
                                                                                
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures            ($    1,639)   ($   41,889)   ($   22,210)   
   Proceeds from sale of                                                        
      oil and gas properties           669,933        629,832        305,815    
                                     ---------      ---------      ---------    
   Net cash provided                                                            
      by investing activities       $  668,294     $  587,943     $  283,605    
                                     ---------      ---------      ---------    
                                                                                
                                                                                

                                      F-23
<PAGE>
                                                                          
                                                                                
                                                                                
CASH FLOWS FROM FINANCING                                                       
   ACTIVITIES:                                                                  
   Cash distributions              ($5,945,004)   ($2,984,251)   ($1,703,226)   
                                     ---------      ---------      ---------    
   Net cash used by financing                                                   
      activities                   ($5,945,004)   ($2,984,251)   ($1,703,226)   
                                     ---------      ---------      ---------    
                                                                                
NET INCREASE (DECREASE) IN                                                      
   CASH AND CASH EQUIVALENTS       ($  839,586)    $  244,405     $  589,369    
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD            1,151,142        906,737        317,368    
                                     ---------      ---------      ---------    
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                 $  311,556     $1,151,142     $  906,737    
                                     =========      =========      =========    
                                                                                
                                                                 

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



                                      F-24
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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




                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
January 29, 1999



                                      F-25
<PAGE>



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

                                    ASSETS
                                    ------

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

CURRENT ASSETS:
   Cash and cash equivalents                    $  376,779      $  670,777
   Accounts receivable:
      Oil and gas sales                            220,028         415,377
      Other                                           -                110
                                                 ---------       ---------
      Total current assets                      $  596,807      $1,086,264

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,388,613       2,841,080

DEFERRED CHARGE                                    275,532         330,531
                                                 ---------       ---------
                                                $3,260,952      $4,257,875
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   38,881      $  100,603
   Gas imbalance payable                           148,458         171,089
                                                 ---------       ---------
      Total current liabilities                 $  187,339      $  271,692

ACCRUED LIABILITY                               $   81,050      $   63,625

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  173,306)    ($  172,017)
   Limited Partners, issued and
      outstanding, 228,821 Units                 3,165,869       4,094,575
                                                 ---------       ---------
      Total Partners' capital                   $2,992,563      $3,922,558
                                                 ---------       ---------
                                                $3,260,952      $4,257,875
                                                 =========       =========





              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, 1998, 1997, and 1996

                                      1998             1997            1996     
                                  ------------     ------------    ----------- 
                                                                              
REVENUES:                                                                     
   Oil and gas sales               $1,704,463       $2,616,003      $2,693,317  
   Interest income                     99,814           21,722          10,863  
   Gain on sale of oil                                                        
      and gas properties              328,245          272,654         117,078  
   Gas contract settlement                                                    
      income                        6,159,355             -               -     
                                    ---------        ---------       ---------  
                                   $8,291,877       $2,910,379      $2,821,258  
                                                                              
COSTS AND EXPENSES:                                                           
   Lease operating                 $  550,014       $  700,409      $  710,012  
   Production tax                     122,476          208,912         203,065  
   Depreciation, depletion,                                                   
      and amortization of oil                                                 
      and gas properties              544,040          626,965         728,518  
   Impairment provision                  -             992,851            -     
   General and administrative         276,331          314,835         417,205  
                                    ---------        ---------       ---------  
                                   $1,492,861       $2,843,972      $2,058,800  
                                    ---------        ---------       ---------  
NET INCOME                         $6,799,016       $   66,407      $  762,458  
                                    =========        =========       =========  
                                                                              
GENERAL PARTNER - NET INCOME       $  356,722       $   66,976      $   66,720  
                                    =========        =========       =========  
                                                                              
LIMITED PARTNERS -                                                            
   NET INCOME (LOSS)               $6,442,294      ($      569)     $  695,738  
                                    =========        =========       =========  
                                                                              
NET INCOME per Unit                $    28.15       $      .00      $     3.04  
                                    =========        =========       =========  
                                                                              
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, 1998, 1997, and 1996

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

Balance, Dec. 31, 1995         $6,093,406       ($122,950)     $5,970,456
   Net income                     695,738          66,720         762,458
   Cash distributions         ( 1,019,000)      (  91,365)    ( 1,110,365)
                                ---------         -------       ---------

Balance, Dec. 31, 1996         $5,770,144       ($147,595)     $5,622,549
   Net income                 (       569)         66,976          66,407
   Cash distributions         ( 1,675,000)      (  91,398)    ( 1,766,398)
                                ---------         -------       ---------

Balance, Dec. 31, 1997         $4,094,575       ($172,017)     $3,922,558
   Net income                   6,442,294         356,722       6,799,016
   Cash distributions         ( 7,371,000)      ( 358,011)    ( 7,729,011)
                                ---------         -------       ---------

Balance, Dec. 31, 1998         $3,165,869       ($173,306)     $2,992,563
                                =========         =======       =========


              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, 1998, 1997, and 1996

                                       1998             1997            1996    
                                   ------------     ------------    ------------
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                       $6,799,016       $   66,407      $  762,458 
   Adjustments to reconcile                                                     
      net income to net                                                         
      cash provided by operating                                                
      activities:                                                               
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties            544,040          626,965         728,518 
      Impairment provision                -             992,851            -    
      Gain on sale of oil                                                       
         and gas properties        (   328,245)     (   272,654)    (   117,078)
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         oil and gas sales             195,349           97,196     (   102,943)
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         other                             110      (       110)           -    
      Decrease in deferred                                                      
         charge                         54,999           25,116          19,098 
      Increase (decrease) in                                                    
         accounts payable          (    61,722)     (    32,578)         42,789 
      Increase (decrease) in                                                    
         gas imbalance payable     (    22,631)           9,908          76,916 
      Increase (decrease) in                                                    
         accrued liability              17,425            4,391     (    75,049)
                                     ---------        ---------       --------- 
   Net cash provided by                                                         
      operating activities          $7,198,341       $1,517,492      $1,334,709 
                                     ---------        ---------       --------- 
                                                                                
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures            ($  120,953)     ($   40,623)    ($   70,806)
   Proceeds from sale of                                                        
      oil and gas properties           357,625          431,541         174,185 
                                     ---------        ---------       --------- 
  Net cash provided by                                                          
     investing activities           $  236,672       $  390,918      $  103,379 
                                     ---------        ---------       --------- 
                                                                                
                                  

                                      F-29
<PAGE>



CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($7,729,011)     ($1,766,398)    ($1,110,365)
                                     ---------        ---------       --------- 
   Net cash used by financing                                                   
      activities                   ($7,729,011)     ($1,766,398)    ($1,110,365)
                                     ---------        ---------       --------- 
                                                                                
NET INCREASE (DECREASE) IN                                                      
   CASH AND CASH EQUIVALENTS       ($  293,998)      $  142,012      $  327,723 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD              670,777          528,765         201,042 
                                     ---------        ---------       --------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                 $  376,779       $  670,777      $  528,765 
                                     =========        =========       ========= 
                                                                                
                                   
                     The accompanying notes are an integral
                  part of these combined financial statements.



                                      F-30
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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





                                    PricewaterhouseCoopers LLP











Tulsa, Oklahoma
January 29, 1999



                                      F-31
<PAGE>



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

                                    ASSETS
                                    ------

                                                   1998            1997
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  153,240      $  741,852
   Accounts receivable:
      Oil and gas sales                            187,525         334,094
      Other                                           -                 43
                                                 ---------       ---------
      Total current assets                      $  340,765      $1,075,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,086,592       2,432,033

DEFERRED CHARGE                                     46,373          56,867
                                                 ---------       ---------
                                                $2,473,730      $3,564,889
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   24,007      $   64,348
   Gas imbalance payable                             4,233          25,184
                                                 ---------       ---------
      Total current liabilities                 $   28,240      $   89,532

ACCRUED LIABILITY                               $   24,995      $   27,907

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  144,763)    ($  143,355)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,565,258       3,590,805
                                                 ---------       ---------
      Total Partners' capital                   $2,420,495      $3,447,450
                                                 ---------       ---------
                                                $2,473,730      $3,564,889
                                                 =========       =========





              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, 1998, 1997, and 1996

                                  1998             1997           1996          
                              ------------      ----------     -----------      
REVENUES:                                                                  
   Oil and gas sales          $1,444,802       $2,191,389       $2,433,313      
   Interest income                18,145           17,447           14,218      
   Gain on sale of oil                                                     
      and gas properties         657,881          557,746          122,579      
                               ---------        ---------        ---------      
                              $2,120,828       $2,766,582       $2,570,110      
                                                                           
COSTS AND EXPENSES:                                                        
   Lease operating            $  301,416       $  396,093       $  485,892      
   Production tax                 96,998          150,372          158,092      
   Depreciation, depletion,                                                
      and amortization of oil                                              
      and gas properties         360,697          409,001          531,040      
   Impairment provision             -           1,377,160             -         
   General and administrative    201,745          204,398          206,749      
                               ---------        ---------        ---------      
                              $  960,856       $2,537,024       $1,381,773      
                               ---------        ---------        ---------      
NET INCOME                    $1,159,972       $  229,558       $1,188,337      
                               =========        =========        =========      
                                                                           
GENERAL PARTNER - NET INCOME  $   71,519       $   81,927       $   79,948      
                               =========        =========        =========      
                                                                           
LIMITED PARTNERS - NET INCOME $1,088,453       $  147,631       $1,108,389      
                               =========        =========        =========      
                                                                           
NET INCOME per Unit           $     6.35       $      .86       $     6.47      
                               =========        =========        =========      
                                                                           
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, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995            $5,691,785      ($ 84,377)    $5,607,408
   Net income                      1,108,389         79,948      1,188,337
   Cash distributions            ( 1,485,000)     ( 101,485)   ( 1,586,485)
                                   ---------        -------      ---------

Balance, Dec. 31, 1996            $5,315,174      ($105,914)    $5,209,260
   Net income                        147,631         81,927        229,558
   Cash distributions            ( 1,872,000)     ( 119,368)   ( 1,991,368)
                                   ---------        -------      ---------

Balance, Dec. 31, 1997            $3,590,805      ($143,355)    $3,447,450
   Net income                      1,088,453         71,519      1,159,972
   Cash distributions            ( 2,114,000)     (  72,927)   ( 2,186,927)
                                   ---------        -------      ---------

Balance, Dec. 31, 1998            $2,565,258      ($144,763)    $2,420,495
                                   =========        =======      =========


              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, 1998, 1997, and 1996

                                       1998             1997            1996    
                                   ------------     ------------    ------------
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                       $1,159,972       $  229,558      $1,188,337 
   Adjustments to reconcile                                                     
      net income to                                                             
      net cash provided by                                                      
      operating activities:                                                     
      Depreciation, depletion,                                                  
          and amortization of oil                                               
          and gas properties           360,697          409,001         531,040 
      Impairment provision                -           1,377,160            -    
      Gain on sale of oil                                                       
          and gas properties       (   657,881)     (   557,746)    (   122,579)
      (Increase) decrease in                                                    
          accounts receivable -                                                 
          oil and gas sales            146,569           95,745     (    77,366)
      (Increase) decrease in                                                    
          accounts receivable                                                   
          - general partner               -              15,285     (    15,285)
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         other                              43      (        43)           -    
      Decrease in deferred                                                      
         charge                         10,494           14,836          47,412 
      Increase (decrease) in                                                    
          accounts payable         (    40,341)          21,430     (    36,430)
      Increase (decrease) in                                                    
          gas imbalance payable    (    20,951)     (     6,393)          8,204 
      Increase (decrease) in                                                    
          accrued liability        (     2,912)     (       415)          4,992 
                                     ---------        ---------       --------- 
   Net cash provided by                                                         
      operating activities          $  955,690       $1,598,418      $1,528,325 
                                     ---------        ---------       --------- 
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures            ($   75,167)     ($   65,635)    ($   11,332)
   Proceeds from sale of                                                        
      oil and gas properties           717,792          758,534         185,579 
                                     ---------        ---------       --------- 
   Net cash provided by                                                         
      investing activities          $  642,625       $  692,899      $  174,247 
                                     ---------        ---------       --------- 
                                                                                
                                                                                

                                      F-35
<PAGE>
                                                                          
                                                                                
                                                                                
CASH FLOWS FROM FINANCING                                                       
   ACTIVITIES:                                                                  
   Cash distributions              ($2,186,927)     ($1,991,368)    ($1,586,485)
                                     ---------        ---------       --------- 
   Net cash used by financing                                                   
      activities                   ($2,186,927)     ($1,991,368)    ($1,586,485)
                                     ---------        ---------       --------- 
                                                                                
NET INCREASE (DECREASE) IN CASH                                                 
   AND CASH EQUIVALENTS            ($  588,612)      $  299,949      $  116,087 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD              741,852          441,903         325,816 
                                     ---------        ---------       --------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                 $  153,240       $  741,852      $  441,903 
                                     =========        =========       ========= 
                                   

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



                                      F-36
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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






                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
January 29, 1999



                                      F-37
<PAGE>



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

                                    ASSETS
                                    ------

                                                 1998             1997
                                             ------------     -------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  333,168       $1,564,325
   Accounts receivable:
      Oil and gas sales                          398,538          710,336
                                               ---------        ---------
      Total current assets                    $  731,706       $2,274,661

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               4,492,141        5,237,082

DEFERRED CHARGE                                  101,955          123,977
                                               ---------        ---------
                                              $5,325,802       $7,635,720
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $   51,385       $  135,761
   Gas imbalance payable                           9,029           57,250
                                               ---------        ---------
      Total current liabilities               $   60,414       $  193,011

ACCRUED LIABILITY                             $   57,830       $   64,109

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  304,885)     ($  312,392)
   Limited Partners, issued and
      outstanding, 372,189 Units               5,512,443        7,690,992
                                               ---------        ---------
      Total Partners' capital                 $5,207,558       $7,378,600
                                               ---------        ---------
                                              $5,325,802       $7,635,720
                                               =========        =========






              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, 1998, 1997, and 1996

                                       1998          1997             1996      
                                    ----------     ----------     ----------    
REVENUES:                                                                    
   Oil and gas sales                $3,072,455     $4,670,245     $5,158,799    
   Interest income                      38,524         37,746         29,659    
   Gain on sale of oil                                                       
      and gas properties             1,374,966      1,226,822        225,341    
                                     ---------      ---------      ---------    
                                                                             
                                    $4,485,945     $5,934,813     $5,413,799    
                                                                             
COSTS AND EXPENSES:                                                          
   Lease operating                  $  643,300     $  859,059     $1,048,439    
   Production tax                      209,399        326,663        337,815    
   Depreciation, depletion,                                                  
      and amortization of oil                                                
      and gas properties               778,782        916,396      1,163,236    
   Impairment provision                   -         3,101,656           -       
   General and administrative          437,963        443,590        448,345    
                                     ---------      ---------      ---------    
                                    $2,069,444     $5,647,364     $2,997,835    
                                     ---------      ---------      ---------    
                                                                             
NET INCOME                          $2,416,501     $  287,449     $2,415,964    
                                     =========      =========      =========    
                                                                             
GENERAL PARTNER - NET INCOME        $  150,050     $  172,947     $  165,845    
                                     =========      =========      =========    
                                                                             
LIMITED PARTNERS - NET INCOME       $2,266,451     $  114,502     $2,250,119    
                                     =========      =========      =========    
                                                                             
NET INCOME per Unit                 $     6.09     $      .31     $     6.05    
                                     =========      =========      =========    
                                                                             
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, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995         $12,439,371      ($197,620)     $12,241,751
   Net income                    2,250,119        165,845        2,415,964
   Cash distributions         (  3,091,000)     ( 212,537)    (  3,303,537)
                                ----------        -------       ----------

Balance, Dec. 31, 1996         $11,598,490      ($244,312)     $11,354,178
   Net income                      114,502        172,947          287,449
   Cash distributions         (  4,022,000)     ( 241,027)    (  4,263,027)
                                ----------        -------       ----------

Balance, Dec. 31, 1997         $ 7,690,992      ($312,392)     $ 7,378,600
   Net income                    2,266,451        150,050        2,416,501
   Cash distributions         (  4,445,000)     ( 142,543)    (  4,587,543)
                                ----------        -------       ----------

Balance, Dec. 31, 1998         $ 5,512,443      ($304,885)    ($ 5,207,558)
                                ==========        =======       ==========



              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, 1998, 1997, and 1996

                                      1998            1997              1996    
                                  ------------    ------------      ------------
                                                                                
CASH FLOWS FROM OPERATING                                                       
   ACTIVITIES:                                                                  
   Net income                      $2,416,501      $  287,449        $2,415,964 
   Adjustments to reconcile                                                     
      net income to                                                             
      net cash provided by                                                      
         operating activities:                                                  
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties           778,782         916,396         1,163,236 
      Impairment provision               -          3,101,656               -   
      Gain on sale of oil                                                       
         and gas properties       ( 1,374,966)    ( 1,226,822)      (   225,341)
      (Increase) decrease in                                                    
        accounts receivable -                                                   
        general partner                  -             34,620       (    34,620)
      (Increase) decrease in                                                    
         accounts receivable -                                                  
        oil and gas sales             311,798         201,103       (   162,982)
      Decrease in                                                               
         deferred charge               22,022          31,741           101,656 
      Increase (decrease) in                                                    
         accounts payable         (    84,376)         42,114       (    82,448)
      Increase (decrease) in                                                    
         gas imbalance payable    (    48,221)    (    14,745)           21,494 
      Increase (decrease) in                                                    
         accrued liability        (     6,279)          7,197             6,110 
                                    ---------       ---------         --------- 
  Net cash provided by                                                          
   operating activities            $2,015,261      $3,380,709        $3,203,069 
                                    ---------       ---------         --------- 
CASH FLOWS FROM INVESTING                                                       
   ACTIVITIES:                                                                  
   Capital expenditures           ($  162,692)    ($  143,657)      ($   27,441)
   Proceeds from sale of                                                        
      oil and gas properties        1,503,817       1,658,135           398,153 
                                    ---------       ---------         --------- 
   Net cash provided by                                                         
      investing activities         $1,341,125      $1,514,478        $  370,712 
                                    ---------       ---------         --------- 
                                                                                
                                                                                

                                      F-41
<PAGE>
                                                                          
                                                                                
                                                                                
CASH FLOWS FROM FINANCING                                                       
   ACTIVITIES:                                                                  
   Cash distributions             ($4,587,543)    ($4,263,027)      ($3,303,537)
                                    ---------       ---------         --------- 
   Net cash used by financing                                                   
      activities                  ($4,587,543)    ($4,263,027)      ($3,303,537)
                                    ---------       ---------         --------- 
                                                                                
NET INCREASE (DECREASE) IN CASH                                                 
   AND CASH EQUIVALENTS           ($1,231,157)     $  632,160        $  270,244 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD           1,564,325         932,165           661,921 
                                    ---------       ---------         --------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                $  333,168      $1,564,325        $  932,165 
                                    =========       =========         ========= 
                                                                                
                                 
                     The accompanying notes are an integral
                  part of these combined financial statements.



                                      F-42
<PAGE>




                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


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







                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
January 29, 1999



                                      F-43
<PAGE>



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

                                    ASSETS
                                    ------

                                                   1998            1997
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $   78,275      $  364,502
   Accounts receivable:
      Oil and gas sales                             95,260         168,833
                                                 ---------       ---------
      Total current assets                      $  173,535      $  533,335

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,057,945       1,225,295

DEFERRED CHARGE                                     23,749          29,519
                                                 ---------       ---------
                                                $1,255,229      $1,788,149
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   12,408      $   31,925
   Gas imbalance payable                              -             13,149
                                                 ---------       ---------
      Total current liabilities                 $   12,408      $   45,074

ACCRUED LIABILITY                               $   12,063      $   14,648

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   75,631)    ($   78,796)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,306,389       1,807,223
                                                 ---------       ---------
      Total Partners' capital                   $1,230,758      $1,728,427
                                                 ---------       ---------
                                                $1,255,229      $1,788,149
                                                 =========       =========






              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, 1998, 1997, and 1996

                                      1998              1997            1996    
                                   ----------       ------------    ------------
REVENUES:                                                                       
   Oil and gas sales               $  733,613        $1,119,734      $1,230,222 
   Interest income                      8,669             8,764           6,728 
   Gain on sale of                                                              
      oil and gas properties          317,342           286,788          51,909 
                                    ---------         ---------       --------- 
                                                                                
                                   $1,059,624        $1,415,286      $1,288,859 
                                                                                
COSTS AND EXPENSES:                                                             
   Lease operating                 $  154,123        $  209,123      $  257,850 
   Production tax                      51,340            80,919          81,540 
   Depreciation, depletion,                                                     
      and amortization of oil                                                   
      and gas properties              178,994           202,115         280,796 
   Impairment provision                  -              785,220            -    
   General and administrative         107,912           109,301         110,738 
                                    ---------         ---------       --------- 
                                   $  492,369        $1,386,678      $  730,924 
                                    ---------         ---------       --------- 
NET INCOME                         $  567,255        $   28,608      $  557,935 
                                    =========         =========       ========= 
                                                                                
GENERAL PARTNER - NET INCOME       $   35,089        $   40,425      $   38,792 
                                    =========         =========       ========= 
                                                                                
LIMITED PARTNERS - NET INCOME                                                   
(LOSS)                             $  532,166       ($   11,817)     $  519,143 
                                    =========         =========       ========= 
                                                                                
NET INCOME (LOSS) per Unit         $     5.80       ($      .13)     $     5.66 
                                    =========         =========       ========= 
                                                                                
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, 1998, 1997, and 1996


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

Balance, Dec. 31, 1995            $3,002,897      ($47,635)     $2,955,262
   Net income                        519,143        38,792         557,935
   Cash distributions            (   727,000)     ( 49,992)    (   776,992)
                                   ---------        ------       ---------

Balance, Dec. 31, 1996            $2,795,040      ($58,835)     $2,736,205
   Net income (loss)             (    11,817)       40,425          28,608
   Cash distributions            (   976,000)     ( 60,386)    ( 1,036,386)
                                   ---------        ------       ---------

Balance, Dec. 31, 1997            $1,807,223      ($78,796)     $1,728,427
   Net income                        532,166        35,089         567,255
   Cash distributions            ( 1,033,000)     ( 31,924)    ( 1,064,924)
                                   ---------        ------       ---------

Balance, Dec. 31, 1998            $1,306,389      ($75,631)     $1,230,758
                                   =========        ======       =========



              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, 1998, 1997, and 1996

                                          1998            1997          1996    
                                      ------------     ----------    ---------- 
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES                                            
                                                                                
   Net income                          $567,255        $ 28,608       $557,935  
   Adjustments to reconcile                                                     
      net income to net                                                         
      cash provided by operating                                                
      activities:                                                               
      Depreciation, depletion,                                                  
         and amortization of oil                                                
         and gas properties            178,994          202,115        280,796  
      Impairment provision                -             785,220           -     
      Gain on sale of oil                                                       
         and gas properties          ( 317,342)       ( 286,788)     (  51,909) 
      (Increase) decrease in                                                    
         accounts receivable -                                                  
         oil and gas sales              73,573           47,741      (  37,069) 
      (Increase) decrease in                                                    
        accounts receivable -                                                   
        general partner                   -               9,151      (   9,151) 
      Decrease in                                                               
         deferred charge                 5,770            8,703         23,840  
      Increase (decrease) in                                                    
         accounts payable            (  19,517)           8,571      (  22,050) 
      Increase (decrease) in gas                                                
         imbalance payable           (  13,149)       (   3,398)         5,336  
      Increase (decrease) in                                                    
         accrued liability           (   2,585)             509          1,360  
                                       -------          -------        -------  
  Net cash provided by                                                          
   operating activities               $472,999         $800,432       $749,088  
                                       -------          -------        -------  
CASH FLOWS FROM INVESTING ACTIVITIES                                            
                                                                                
   Capital expenditures              ($ 40,018)       ($ 35,978)     ($  6,306) 
   Proceeds from sale of                                                        
      oil and gas properties           345,716          414,950         96,882  
                                       -------          -------         ------  
   Net cash provided by                                                         
      investing activities            $305,698         $378,972       $ 90,576  
                                       -------          -------         ------  
                                                                                
                                                                                

                                      F-47
<PAGE>
                                                                          
                                                                                
                                                                                
CASH FLOWS FROM FINANCING ACTIVITIES                                            
                                                                                
   Cash distributions               ($1,064,924)     ($1,036,386)    ($776,992) 
                                      ---------        ---------       -------  
   Net cash used by financing                                                   
      activities                    ($1,064,924)     ($1,036,386)    ($776,992) 
                                      ---------        ---------        ------- 
                                                                                
NET INCREASE (DECREASE) IN CASH                                                 
   AND CASH EQUIVALENTS             ($  286,227)      $  143,018       $ 62,672 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT BEGINNING OF PERIOD               364,502       $  221,484        158,812 
                                      ---------        ---------        ------- 
                                                                                
CASH AND CASH EQUIVALENTS                                                       
   AT END OF PERIOD                  $   78,275       $  364,502       $221,484 
                                      =========        =========        ======= 
                                                                                
                                    

                     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, 1998, 1997, and 1996

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne Energy Income Limited  Partnerships (the  "Partnerships") were
formed  pursuant  to a public  offering  of  depositary  units  ("Units").  Upon
formation,  investors became limited partners (the "Limited  Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of 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  will terminate 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.  As of the date of these
financial  statements,  the General Partner has not determined whether to extend
the term of any Partnership.

      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".

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



                                      F-49
<PAGE>




                         Number of           Percent of
      Partnership       Units Owned       Outstanding Units
      -----------       -----------       -----------------
         II-A              73,819              15.2%
         II-B              58,211              16.1%
         II-C              33,567              21.7%
         II-D              42,319              13.4%
         II-E              39,764              17.4%
         II-F              24,863              14.5%
         II-G              41,224              11.1%
         II-H              14,059              15.3%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas  reserves are being sold
regionally  on the "spot  market." Due to the highly  competitive  nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing  fluctuations.  In  addition,  such  spot  market  sales  are  generally
short-term  in nature and are  dependent  upon the  obtaining of  transportation
services  provided by pipelines.  The  Partnerships'  oil is sold at or near the
Partnerships'   wells  under   short-term   purchase   contracts  at  prevailing
arrangements  which are customary in the oil industry.  The prices  received for
the  Partnerships'  oil  and gas  are  subject  to  influences  such  as  global
consumption  and  supply  trends.  In  1998,  the  price  of  oil  decreased  to
historically  low levels.  If the price of oil remains  low, or if it  decreases
further,  there  may be a  significant  impact  on the  Partnerships'  near term
results of operations and cash flows.


      Allocation of Costs and Revenues

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

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



                                      F-50
<PAGE>



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  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.

      The II-C Partnership achieved payout during the fourth quarter of 1998 and
the II-F Partnership achieved payout in the first quarter of 1999. After payout,
operations and revenues for the II-C and II-F Partnerships have been and will be
allocated using the 10%/90% after payout  percentages as described in Footnote 3
to the table above.




                                      F-51
<PAGE>




      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.  Leasehold  impairment for unproved properties is based upon an
individual  property  assessment and exploratory  experience.  Upon discovery of
commercial reserves, leasehold costs are transferred to producing properties.



                                      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 per equivalent barrel of oil
produced  during the years  ended  December  31,  1998,  1997,  and 1996 were as
follows:

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

               II-A           $2.46       $2.19       $3.05
               II-B            2.61        2.26        3.82
               II-C            2.55        2.24        2.86
               II-D            2.47        2.29        2.36
               II-E            3.74        3.62        3.69
               II-F            2.93        2.87        3.05
               II-G            2.98        3.01        3.14
               II-H            2.87        2.78        3.14

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

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

            Partnership         1998           1997           1996
            -----------       --------       --------       --------
                 II-A         $164,111       $223,943       $   -
                 II-B             -           134,003           -
                 II-C             -            36,163           -
                 II-D             -           143,957           -
                 II-E             -           317,979           -
                 II-F             -           208,255           -
                 II-G             -           489,672           -
                 II-H             -           125,223           -

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



                                      F-53
<PAGE>



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

                  Partnership                Amount
                  -----------             ----------
                    II-A                  $  460,333
                    II-B                     396,985
                    II-C                      30,454
                    II-D                        -
                    II-E                     674,872
                    II-F                   1,168,905
                    II-G                   2,611,984
                    II-H                     659,997

      Deferred Charge

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

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

         II-A           775,894       $701,486    980,457      $911,041
         II-B           173,183        179,833    174,919       169,811
         II-C           206,671        153,412    207,801       139,621
         II-D           721,663        614,207    783,455       544,345
         II-E           373,755        275,532    393,724       330,531
         II-F            81,585         46,373     97,126        56,867
         II-G           179,624        101,955    210,451       123,977
         II-H            41,907         23,749     49,537        29,519

      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
average of the annual



                                      F-54
<PAGE>



production  costs per Mcf. At December 31, 1998 and 1997,  cumulative  total gas
sales volumes for overproduced  wells exceeded the Partnerships'  pro-rata share
of total gas production from these wells by the following amounts:


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

         II-A           199,453     $180,325      169,016    $157,050
         II-B            95,032       98,681       91,182      88,519
         II-C            79,897       59,308       73,891      49,647
         II-D           242,292      206,215      344,104     239,083
         II-E           109,943       81,050       75,789      63,625
         II-F            43,974       24,995       47,663      27,907
         II-G           101,886       57,830      108,825      64,109
         II-H            21,287       12,063       24,581      14,648


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





                                      F-55
<PAGE>



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

         II-A            83,936     $125,904     94,694     $142,043
         II-B            13,193       19,790     16,447       24,671
         II-C            25,499       38,249     15,042       22,563
         II-D            99,765      149,648     71,336      107,004
         II-E            98,972      148,458    114,059      171,089
         II-F             2,822        4,233     16,789       25,184
         II-G             6,019        9,029     38,167       57,250
         II-H              -            -         8,766       13,149


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


      General and Administrative Overhead

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


      Use of Estimates in Financial Statements

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


      Income Taxes

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




                                      F-56
<PAGE>




2.    TRANSACTIONS WITH RELATED PARTIES

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

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

               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, 1998, 1997, and 1996:



                                      F-57
<PAGE>



Partnership               Purchaser                       Percentage
-----------       ------------------------          ------------------------
                                                    1998      1997     1996
                                                    -----     -----    -----

   II-A           El Paso Energy Marketing
                     Company ("El Paso")            32.8%     29.7%    23.5%
                  Amoco Production Company
                    ("Amoco")                       13.0%     14.8%    14.7%
                  Hallwood Petroleum, Inc.
                    ("Hallwood')                    10.1%     12.1%    13.9%
                  J-O'B Operating ("J-O'B")           -         -      10.6%

   II-B           El Paso                           37.6%     31.8%    22.5%
                  Hallwood                          15.6%     16.3%    18.1%
                  Amoco                               -         -      11.0%
                  J-O'B                               -         -      11.0%

   II-C           El Paso                           36.2%     29.3%    24.5%
                  Amoco                               -         -      10.5%

   II-D           El Paso                           28.4%     22.8%    19.1%
                  Vintage Petroleum Inc.            10.9%       -        -

   II-E           El Paso                           47.8%     41.3%    30.8%

   II-F           El Paso                           30.8%     24.5%    22.4%
                  Chevron U.S.A. Inc.
                    (Chevron)                       13.2%       -        -
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                      12.7%     11.1%    12.5%

   II-G           El Paso                           30.6%     24.3%    22.4%
                  Chevron                           13.0%       -        -
                  Texaco                            12.8%     11.1%    12.6%

   II-H           El Paso                           30.2%     23.9%    22.1%
                  Texaco                            12.8%     11.1%    12.7%
                  Chevron                           12.6%       -        -




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





                                      F-58
<PAGE>



4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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

      Capitalized Costs

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



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

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

      Proved properties                    $31,003,185       $31,785,611

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 26,893,889)     ( 26,890,758)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 4,109,296       $ 4,894,853
                                            ==========        ==========


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

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

      Proved properties                    $21,466,096       $21,746,216

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 18,896,268)     ( 18,711,058)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,569,828       $ 3,035,158
                                            ==========        ==========





                                      F-59
<PAGE>



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

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

      Proved properties                    $ 9,312,977       $ 9,809,210

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  7,930,547)     (  8,141,941)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,382,430       $ 1,667,269
                                            ==========        ==========


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

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

      Proved properties                    $16,994,856       $18,171,159

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 14,268,143)     ( 14,753,399)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,726,713       $ 3,417,760
                                            ==========        ==========


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

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

      Proved properties                    $15,313,160       $15,543,068

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,924,547)     ( 12,701,988)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,388,613       $ 2,841,080
                                            ==========        ==========




                                      F-60
<PAGE>



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

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

      Proved properties                    $11,240,487       $11,773,778

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,153,895)     (  9,341,745)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,086,592       $ 2,432,033
                                            ==========        ==========


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

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

      Proved properties                    $24,013,074       $25,132,939

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,520,933)     ( 19,895,857)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 4,492,141       $ 5,237,082
                                            ==========        ==========


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

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

      Proved properties                    $5,770,764        $6,025,649

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 4,712,819)      ( 4,800,354)
                                            ---------         ---------
            Net oil and gas
               Properties                  $1,057,945        $1,225,295
                                            =========         =========



                                      F-61
<PAGE>



      Costs Incurred

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

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

               II-A           $280,907      $237,163      $98,540
               II-B             83,614        20,782       89,173
               II-C             34,333         5,112        5,076
               II-D              1,639        41,889       22,210
               II-E            120,953        40,623       70,806
               II-F             75,167        65,635       11,332
               II-G            162,692       143,657       27,441
               II-H             40,018        35,978        6,306


      Quantities of Proved Oil and Gas Reserves - Unaudited

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



                                      F-62
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   700,254        9,603,075
   Production                                   (103,230)      (1,737,090)
   Sales of minerals in
      place                                     ( 21,601)      (  122,449)
   Extensions and discoveries                       -              40,117
   Revision of previous
      estimates                                  119,967        1,471,676
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   695,390        9,255,329
   Production                                   (105,866)      (1,505,818)
   Sales of minerals in
      place                                     ( 34,321)      (   45,413)
   Extensions and discoveries                     34,300           52,013
   Revision of previous
      estimates                                 ( 50,160)         600,326
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   539,343        8,356,437
   Production                                   ( 86,428)      (1,433,552)
   Sales of minerals in
      place                                     (  7,026)      (  512,403)
   Extensions and discoveries                     14,823          335,915
   Revision of previous
      estimates                                 (100,249)         986,384
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   360,463        7,732,781
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1996                             694,531        9,208,297
                                                 =======        =========

   December 31, 1997                             539,105        8,330,114
                                                 =======        =========

   December 31, 1998                             360,463        7,732,781
                                                 =======        =========




                                      F-63
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   495,525        5,729,103
   Production                                   ( 74,434)      (1,219,775)
   Sales of minerals in
      place                                     ( 14,484)      (   77,335)
   Revision of previous
      estimates                                   96,787        1,157,710
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   503,394        5,589,703
   Production                                   ( 67,591)      (1,047,458)
   Sales of minerals in
      place                                     ( 21,955)      (   29,512)
   Extensions and discoveries                        418           50,003
   Revision of previous
      estimates                                 ( 26,401)         666,361
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   387,865        5,229,097
   Production                                   ( 53,095)      (  904,066)
   Sales of minerals in
      place                                     (    218)      (   70,834)
   Extensions and discoveries                         14           93,326
   Revision of previous
      estimates                                 ( 94,739)         963,230
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   239,827        5,310,753
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 1996                             503,394        5,589,703
                                                 =======        =========

   December 31, 1997                             387,865        5,229,097
                                                 =======        =========

   December 31, 1998                             239,827        5,310,753
                                                 =======        =========




                                      F-64
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   205,669        3,983,315
   Production                                   ( 25,093)      (  685,344)
   Sales of minerals in
      place                                     (  5,591)      (  221,501)
   Revision of previous
      estimates                                   28,924        1,182,174
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   203,909        4,258,644
   Production                                   ( 22,753)      (  582,748)
   Sales of minerals in
      place                                     ( 10,618)      (  149,343)
   Extensions and discoveries                        179           21,431
   Revision of previous
      estimates                                 (  8,570)         341,899
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   162,147        3,889,883
   Production                                   ( 16,806)      (  478,643)
   Sales of minerals in
      place                                     (  7,580)      (  252,950)
   Extensions and discoveries                       -              33,756
   Revision of previous
      estimates                                 ( 19,094)         411,699
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   118,667        3,603,745
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 1996                             203,909        4,258,644
                                                 =======        =========

   December 31, 1997                             162,147        3,889,883
                                                 =======        =========

   December 31, 1998                             118,667        3,603,745
                                                 =======        =========




                                      F-65
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   553,578        10,910,460
   Production                                   ( 66,517)      ( 1,637,645)
   Sales of minerals in
      place                                     ( 60,464)      (   270,629)
   Extensions and discoveries                        232            30,340
   Revision of previous
      estimates                                   68,250         1,979,648
                                                 -------        ----------

Proved reserves, Dec. 31, 1996                   495,079        11,012,174
   Production                                   ( 50,413)      ( 1,501,911)
   Sales of minerals in
      place                                     ( 42,059)      (   517,136)
   Revision of previous
      estimates                                 ( 19,568)          262,802
                                                 -------        ----------

Proved reserves, Dec. 31, 1997                   383,039         9,255,929
   Production                                   ( 37,733)      ( 1,034,372)
   Sales of minerals in
      place                                     ( 13,129)      (   478,907)
   Revision of previous
      estimates                                 ( 75,195)          482,043
                                                 -------        ----------

Proved reserves, Dec. 31, 1998                   256,982         8,224,693
                                                 =======        ==========

PROVED DEVELOPED RESERVES:


   December 31, 1996                             495,079        11,012,174
                                                 =======        ==========

   December 31, 1997                             383,039         9,225,929
                                                 =======        ==========

   December 31, 1998                             256,982         8,224,693
                                                 =======        ==========




                                      F-66
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   297,934        6,401,259
   Production                                   ( 53,804)      (  861,464)
   Sales of minerals in
      place                                     ( 16,347)      (  109,007)
   Extensions and discoveries                      1,327           31,347
   Revision of previous
      estimates                                   74,262          234,339
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   303,372        5,696,474
   Production                                   ( 42,668)      (  783,379)
   Sales of minerals in
      place                                     ( 14,134)      (  349,468)
   Extensions and discoveries                      2,502           30,709
   Revision of previous
      estimates                                 ( 11,878)         479,666
                                                 -------        ---------


Proved reserves, Dec. 31, 1997                   237,194        5,074,002
   Production                                   ( 37,508)      (  647,841)
   Sales of minerals in
      place                                     ( 12,363)      (   95,923)
   Extensions and discoveries                      4,016           25,354
   Revision of previous
      estimates                                 ( 28,140)         104,040
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   163,199        4,459,632
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 1996                             303,372        5,696,474
                                                 =======        =========

   December 31, 1997                             237,194        5,074,002
                                                 =======        =========

   December 31, 1998                             163,199        4,459,632
                                                 =======        =========



                                      F-67
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   355,007        4,738,716
   Production                                   ( 47,395)      (  761,702)
   Sales of minerals in
      place                                     (  7,620)      (  149,077)
   Extensions and discoveries                     13,192          250,188
   Revision of previous
      estimates                                   51,954          593,360
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   365,138        4,671,485
   Production                                   ( 45,014)      (  586,444)
   Sales of minerals in
      place                                     ( 31,639)      (  403,487)
   Extensions and discoveries                      3,045           75,566
   Revision of previous
      estimates                                   24,289          186,939
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   315,819        3,944,059
   Production                                   ( 36,915)      (  516,917)
   Sales of minerals in
      place                                     ( 30,197)      (  195,711)
   Extensions and discoveries                     15,660          204,591
   Revision of previous
      estimates                                 ( 23,426)         189,290
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   240,941        3,625,312
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1996                             360,605        4,614,831
                                                 =======        =========

   December 31, 1997                             311,286        3,887,405
                                                 =======        =========

   December 31, 1998                             240,941        3,625,312
                                                 =======        =========





                                      F-68
<PAGE>




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


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

Proved reserves, Dec. 31, 1995                   746,479        10,303,283
   Production                                   ( 99,593)      ( 1,626,530)
   Sales of minerals in
      place                                     ( 16,084)      (   335,696)
   Revision of previous
      estimates                                  138,340         1,781,501
                                                 -------        ----------

Proved reserves, Dec. 31, 1996                   769,142        10,122,558
   Production                                   ( 94,553)      ( 1,256,464)
   Sales of minerals in
      place                                     ( 66,947)      (   957,722)
   Extensions and discoveries                      6,399           158,060
   Revision of previous
      estimates                                   50,299           382,356
                                                 -------        ----------

Proved reserves, Dec. 31, 1997                   664,340         8,448,788
   Production                                   ( 77,421)      ( 1,105,661)
   Sales of minerals in
      place                                     ( 63,148)      (   412,018)
   Extensions and discoveries                     33,192           439,223
   Revision of previous
      estimates                                 ( 49,470)          397,952
                                                 -------        ----------

Proved reserves, Dec. 31, 1998                   507,493         7,768,284
                                                 =======        ==========

PROVED DEVELOPED RESERVES:

   December 31, 1996                             759,316         9,999,722
                                                 =======        ==========

   December 31, 1997                             654,514         8,325,952
                                                 =======        ==========

   December 31, 1998                             507,493         7,768,284
                                                 =======        ==========




                                      F-69
<PAGE>




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

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

Proved reserves, Dec. 31, 1995                   173,521        2,553,664
   Production                                   ( 23,172)      (  397,146)
   Sales of minerals in
      place                                     (  3,802)      (   90,433)
   Extensions and discoveries                      6,428          193,480
   Revision of previous
      estimates                                   27,027          233,675
                                                 -------        ---------

Proved reserves, Dec. 31, 1996                   180,002        2,493,240
   Production                                   ( 21,998)      (  304,593)
   Sales of minerals in
      place                                     ( 15,766)      (  267,732)
   Extensions and discoveries                      1,500           36,590
   Revision of previous
      estimates                                   11,702           87,477
                                                 -------        ---------

Proved reserves, Dec. 31, 1997                   155,440        2,044,982
   Production                                   ( 17,978)      (  266,337)
   Sales of minerals in
      place                                     ( 14,518)      (   96,575)
   Extensions and discoveries                      7,874          106,568
   Revision of previous
      estimates                                 ( 11,652)          93,717
                                                 -------        ---------

Proved reserves, Dec. 31, 1998                   119,166        1,882,355
                                                 =======        =========

PROVED DEVELOPED RESERVES:

   December 31, 1996                             177,577        2,462,919
                                                 =======        =========

   December 31, 1997                             153,015        2,014,661
                                                 =======        =========

   December 31, 1998                             119,166        1,882,355
                                                 =======        =========





                                      F-70
<PAGE>



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

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


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

   Future cash inflows                  $19,359,497          $13,074,683
   Future production and
      development costs                (  6,682,205)        (  4,450,517)
                                         ----------           ----------

         Future net cash
            flows                       $12,677,292          $ 8,624,166

   10% discount to
      reflect timing of
      cash flows                       (  4,160,555)        (  2,890,615)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 8,516,737          $ 5,733,551
                                         ==========           ==========



                                      F-71
<PAGE>



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

   Future cash inflows                  $ 8,454,800          $18,290,375
   Future production and
      development costs                (  2,810,913)        (  6,171,646)
                                         ----------           ----------

         Future net cash
            flows                       $ 5,643,887          $12,118,729

   10% discount to
      reflect timing of
      cash flows                       (  2,212,515)        (  4,630,292)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 3,431,372          $ 7,488,437
                                         ==========           ==========


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

   Future cash inflows                  $10,459,092          $ 9,939,769
   Future production and
      development costs                (  2,990,145)        (  2,706,745)
                                         ----------           ----------

         Future net cash
            flows                       $ 7,468,947          $ 7,233,024

   10% discount to
      reflect timing of
      cash flows                       (  2,894,461)        (  2,790,307)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 4,574,486          $ 4,442,717
                                         ==========           ==========




                                      F-72
<PAGE>




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

   Future cash inflows                  $21,221,902          $ 5,108,647
   Future production and
      development costs                (  5,834,639)        (  1,425,031)
                                         ----------           ----------

         Future net cash
            flows                       $15,387,263          $ 3,683,616

   10% discount to
      reflect timing of
      cash flows                       (  5,942,897)        (  1,426,357)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 9,444,366          $ 2,257,259
                                         ==========           ==========


The process of estimating oil and gas reserves is complex, requiring significant
subjective decisions in the evaluation of available geological, engineering, and
economic  data for each  reservoir.  The data for a given  reservoir  may change
substantially  over  time  as  a  result  of,  among  other  things,  additional
development  activity,  production  history,  and viability of production  under
varying  economic  conditions;  consequently,  it is  reasonably  possible  that
material  revisions to existing reserve  estimates may occur in the near future.
Although  every  reasonable  effort  has been  made to ensure  that the  reserve
estimates reported herein represent the most accurate assessment  possible,  the
significance  of the  subjective  decisions  required and variances in available
data for various  reservoirs  make these  estimates  generally less precise than
other estimates  presented in connection with financial  statement  disclosures.
The  Partnerships'  reserves were  determined at December 31, 1998 using oil and
gas prices of approximately $9.50 per barrel and $2.03 per Mcf, respectively.



                                      F-73
<PAGE>




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


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

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

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

                                 II-A     November 18, 1987       0-16388
                                 II-B     November 19, 1987       0-16405
                                 II-C     August 5, 1988          0-16981
                                 II-D     August 5, 1988          0-16980
                                 II-E     November 17, 1988       0-17320
                                 II-F     June 5, 1989            0-17799
                                 II-G     June 5, 1989            0-17802
                                 II-H     February 20, 1990       0-18305

4.2         The   Agreements  of  Partnership   for  the  following   Production
            Partnerships  have been previously filed with the SEC as Exhibit 2.2
            to Form 8-A filed by the  related  Partnerships  on the dates  shown
            below and are hereby incorporated by reference.

                              Partnership       Filing Date
                              -----------       -----------

                                 II-A           November 18, 1987
                                 II-B           November 19, 1987
                                 II-C           August 5, 1988
                                 II-D           August 5, 1988
                                 II-E           November 17, 1988
                                 II-F           June 5, 1989
                                 II-G           June 5, 1989
                                 II-H           February 20, 1990

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




                                      F-74
<PAGE>



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

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

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

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

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

4.9         Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            II-G,  filed as Exhibit 4.7 to  Registrant's  Current Report on Form
            8-K dated  August 2, 1993 filed with the SEC on August 10,  1993 and
            is hereby incorporated by reference.

4.10        Second  Amendment to Amended and Restated  Agreement and Certificate
            of Limited  Partnership of Geodyne Energy Income Limited Partnership
            II-H,  filed as Exhibit 4.8 to  Registrant's  Current Report on Form
            8-K dated  August 2, 1993 filed with the SEC on August 10,  1993 and
            is hereby incorporated by reference.




                                      F-75
<PAGE>



4.11        Third Amendment to Agreement and Certificate of Limited  Partnership
            of Geodyne Energy Income Limited  Partnership II-E, filed as Exhibit
            4.12 to the  Registrant's  Annual  Report  on Form 10-K for the year
            ended  December  31, 1995 filed with the SEC on April 4, 1996 and is
            hereby incorporated by reference.

4.12        Third Amendment to Agreement and Certificate of Limited  Partnership
            of Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit
            4.13 to the  Registrant's  Annual  Report  on Form 10-K for the year
            ended  December  31, 1995 filed with the SEC on April 4, 1996 and is
            hereby incorporated by reference.

4.13        Third Amendment to Agreement and Certificate of Limited  Partnership
            of Geodyne Energy Income Limited  Partnership II-G, filed as Exhibit
            4.14 to the  Registrant's  Annual  Report  on Form 10-K for the year
            ended  December  31, 1995 filed with the SEC on April 4, 1996 and is
            hereby incorporated by reference.

4.14        Third Amendment to Agreement and Certificate of Limited  Partnership
            of Geodyne Energy Income Limited  Partnership II-H, filed as Exhibit
            4.15 to the  Registrant's  Annual  Report  on Form 10-K for the year
            ended  December  31, 1995 filed with the SEC on April 4, 1996 and is
            hereby incorporated by reference.

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

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

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

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

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

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

*23.7       Consent of Ryder Scott Company  Petroleum  Engineers  for Geodyne  
            Energy Income Limited Partnership II-G.

*23.8       Consent of Ryder Scott Company  Petroleum  Engineers  for Geodyne  
            Energy Income Limited Partnership II-H.



                                      F-76
<PAGE>



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

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

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

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

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

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

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

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

                  All other Exhibits are omitted as inapplicable.

            ----------

            * Filed herewith.


                                      F-77