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, 1999

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.........................................25
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......25

PART II.....................................................................25
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......25
      ITEM 6.     SELECTED FINANCIAL DATA...................................28
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................37
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 65
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............66
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................66

PART III....................................................................66
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...66
      ITEM 11.    EXECUTIVE COMPENSATION....................................67
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT ...............................................76
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77

PART IV.....................................................................78
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K ............................................. 78
      SIGNATURES............................................................84






                                      -3-
<PAGE>




                                    PART I.

ITEM 1.      BUSINESS

      General

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

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

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


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




                                      -4-
<PAGE>




      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships  including the Partnerships.  The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  1999,  Samson  owned  interests  in
approximately 14,000 oil and gas wells located in 17 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 1999, Samson
operated  approximately  3,400  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, 2000, Samson employed approximately 920 persons. No employees
are covered by collective  bargaining  agreements,  and management believes that
Samson  provides  a  sound  employee  relations  environment.   For  information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships will terminate on December 31,
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 many years.  Over 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 upper end of this range.

      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 increased from  approximately
$2.03 per Mcf at December  31, 1998 to  approximately  $2.24 per Mcf at December
31, 1999. Such prices were on an MMBTU basis and differ from the prices actually
received by the  Partnerships  due to  transportation  and marketing  costs, BTU
adjustments, and regional price and quality differences.



                                      -6-
<PAGE>



      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  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, 1999:



                                      -7-
<PAGE>



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

   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                    29.3%
                 Amoco Production Company                         16.3%

   II-B          El Paso                                          37.6%
                 Hallwood Petroleum, Inc.                         13.6%

   II-C          El Paso                                          35.4%

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

   II-E          El Paso                                          46.3%

   II-F          El Paso                                          23.7%
                 Chevron U.S.A. Inc. ("Chevron")                  10.4%
                 Texaco Exploration and Production,
                   Inc. ("Texaco")                                10.0%

   II-G          El Paso                                          23.5%
                 Chevron                                          10.3%
                 Texaco                                           10.1%

   II-H          El Paso                                          23.3%
                 Texaco                                           10.2%


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

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





                                      -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, 1999.

                              Well Statistics(1)
                            As of December 31, 1999

           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     1,027    752   274      1        43.44    29.57    13.86      .01
II-B       194    113    80      1        23.04    15.21     7.82      .01
II-C       264    103   161      -         8.10     2.58     5.52        -
II-D       201     79   122      -        22.86     4.13    18.73        -
II-E       976    749   227      -        11.45     4.55     6.90        -
II-F       996    781   215      -        12.23     6.47     5.76        -
II-G       996    779   217      -        26.33    13.70    12.63        -
II-H       996    781   215      -         6.40     3.33     3.07        -

---------------
(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, 1999, the Partnerships  participated in
the drilling activities described below.

                                                Revenue
P/ship   Well Name              County    St.   Interest   Type  Status
------   ---------              ------   ----   --------   ----  ------
 II-A    Flynn No.1-18          Grady     OK    .00012     Gas   Unknown

 II-E    JF Daberry No.5-1      Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No.3-51       Wheeler   TX    .00026     Gas   Producing
         Blankenship No.2       Texas     OK    .00821     Gas   Producing
         Wolfe No.5             Winkler   TX    .00205     Gas   Producing

 II-F    Joe No.1-25            Caddo     OK    .00382     Gas   Unknown
         JF Daberry No.5-1      Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No.3-51       Wheeler   TX    .00064     Gas   Producing
         Blankenship No.2       Texas     OK    .02008     Gas   Producing
         Wolfe No.5             Winkler   TX    .00503     Gas   Producing

 II-G    Joe No.1-25            Caddo     OK    .00828     Gas   Unknown
         JF Daberry No.5-1      Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No.3-51       Wheeler   TX    .00135     Gas   Producing
         Blankenship No.2       Texas     OK    .04200     Gas   Producing
         Wolfe No.5             Winkler   TX    .01052     Gas   Producing

 II-H    Joe No.1-25            Caddo     OK    .00204     Gas   Unknown
         JF Daberry No.5-1      Wheeler   TX    Unknown    Gas   In Progress
         Coltharp No.3-51       Wheeler   TX    .00031     Gas   Producing
         Blankenship No.2       Texas     OK    .00971     Gas   Producing
         Wolfe No.5             Winkler   TX    .00243     Gas   Producing

The II-E, II-F, II-G, and II-H Partnerships  directly  participated in the Wolfe
No. 5 well described  above through  ownership of .00246,  .00602,  .01259,  and
 .00291  working  interests,  respectively.  The listed  Partnerships  indirectly
participated in the other wells through ownership of overriding royalty or other
non-working interests.

      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



                                      -11-
<PAGE>




and gas are affected by market and other factors in addition to relative  energy
content.

                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           84,033         86,428        105,866
   Gas (Mcf)                         1,149,550      1,433,552      1,505,818

Oil and gas sales:
   Oil                              $1,365,308     $1,070,099     $1,995,185
   Gas                               2,397,623      2,841,724      3,436,560
                                     ---------      ---------      ---------
     Total                          $3,762,931     $3,911,823     $5,431,745
                                     =========      =========      =========
Total direct operating
   expenses                         $1,297,760     $1,772,997     $1,888,421
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         34.5%          45.3%          34.8%

Average sales price:
   Per barrel of oil                    $16.25         $12.38         $18.85
   Per Mcf of gas                         2.09           1.98           2.28

Direct operating expenses per
   equivalent Bbl of oil                $ 4.71         $ 5.45         $ 5.29





                                      -12-
<PAGE>





                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           56,749         53,095         67,591
   Gas (Mcf)                           870,203        904,066      1,047,458

Oil and gas sales:
   Oil                              $  918,317     $  713,020     $1,292,911
   Gas                               1,775,400      1,779,023      2,523,358
                                     ---------      ---------      ---------
     Total                          $2,693,717     $2,492,043     $3,816,269
                                     =========      =========      =========
Total direct operating
   expenses                         $  960,136     $1,092,499     $1,314,450
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         35.6%          43.8%          34.4%

Average sales price:
   Per barrel of oil                    $16.18         $13.43         $19.13
   Per Mcf of gas                         2.04           1.97           2.41

Direct operating expenses per
   equivalent Bbl of oil                $ 4.76         $ 5.36         $ 5.43





                                      -13-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           17,691         16,806         22,753
   Gas (Mcf)                           500,545        478,643        582,748

Oil and gas sales:
   Oil                              $  295,047     $  224,072     $  433,286
   Gas                               1,001,421        912,402      1,363,371
                                     ---------      ---------      ---------
     Total                          $1,296,468     $1,136,474     $1,796,657
                                     =========      =========      =========
Total direct operating
   expenses                         $  440,322     $  427,109     $  527,821
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         34.0%          37.6%          29.4%

Average sales price:
   Per barrel of oil                    $16.68         $13.33         $19.04
   Per Mcf of gas                         2.00           1.91           2.34

Direct operating expenses per
   equivalent Bbl of oil                $ 4.35         $ 4.42         $ 4.40





                                      -14-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           33,890         37,733         50,413
   Gas (Mcf)                         1,010,194      1,034,372      1,501,911

Oil and gas sales:
   Oil                              $  556,917     $  477,184     $  941,767
   Gas                               2,041,699      1,933,867      3,372,387
                                     ---------      ---------      ---------
     Total                          $2,598,616     $2,411,051     $4,314,154
                                     =========      =========      =========
Total direct operating
   expenses                         $1,106,783     $  945,971     $1,657,087
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         42.6%          39.2%          38.4%

Average sales price:
   Per barrel of oil                    $16.43         $12.65         $18.68
   Per Mcf of gas                         2.02           1.87           2.25

Direct operating expenses per
   equivalent Bbl of oil                $ 5.47         $ 4.50         $ 5.51





                                      -15-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           32,352         37,508         42,668
   Gas (Mcf)                           624,562        647,841        783,379

Oil and gas sales:
   Oil                              $  565,758     $  499,076     $  814,761
   Gas                               1,244,967      1,205,387      1,801,242
                                     ---------      ---------      ---------
     Total                          $1,810,725     $1,704,463     $2,616,003
                                     =========      =========      =========
Total direct operating
   expenses                         $  557,889     $  672,490     $  909,321
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         30.8%          39.5%          34.8%

Average sales price:
   Per barrel of oil                    $17.49         $13.31         $19.10
   Per Mcf of gas                         1.99           1.86           2.30

Direct operating expenses per
   equivalent Bbl of oil                $ 4.09         $ 4.62         $ 5.25





                                      -16-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                        1999          1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           34,859         36,915         45,014
   Gas (Mcf)                           569,382        516,917        586,444

Oil and gas sales:
   Oil                              $  579,956     $  491,647     $  839,925
   Gas                               1,085,380        953,155      1,351,464
                                     ---------      ---------      ---------
     Total                          $1,665,336     $1,444,802     $2,191,389
                                     =========      =========      =========
Total direct operating
   expenses                         $  451,347     $  398,414     $  546,465
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.1%          27.6%          24.9%

Average sales price:
   Per barrel of oil                    $16.64         $13.32         $18.66
   Per Mcf of gas                         1.91           1.84           2.30

Direct operating expenses per
   equivalent Bbl of oil                $ 3.48         $ 3.24         $ 3.83





                                      -17-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                        1999          1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           73,361         77,421         94,553
   Gas (Mcf)                         1,210,210      1,105,661      1,256,464

Oil and gas sales:
   Oil                              $1,216,334     $1,030,974     $1,764,599
   Gas                               2,311,265      2,041,481      2,905,646
                                     ---------      ---------      ---------
     Total                          $3,527,599     $3,072,455     $4,670,245
                                     =========      =========      =========
Total direct operating
   expenses                         $  965,229     $  852,699     $1,185,722
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.4%          27.8%          25.4%

Average sales price:
   Per barrel of oil                    $16.58         $13.32         $18.66
   Per Mcf of gas                         1.91           1.85           2.31

Direct operating expenses per
   equivalent Bbl of oil                $ 3.51         $ 3.26         $ 3.90






                                      -18-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       1999           1998           1997
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           17,055         17,978         21,998
   Gas (Mcf)                           287,724        266,337        304,593

Oil and gas sales:
   Oil                              $  283,407     $  239,450     $  410,718
   Gas                                 553,520        494,163        709,016
                                     ---------      ---------      ---------
     Total                          $  836,927     $  733,613     $1,119,734
                                     =========      =========      =========
Total direct operating
   expenses                         $  232,658     $  205,463     $  290,042
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         27.8%          28.0%          25.9%

Average sales price:
   Per barrel of oil                    $16.62         $13.32         $18.67
   Per Mcf of gas                         1.92           1.86           2.33

Direct operating expenses per
   equivalent Bbl of oil                $ 3.58         $ 3.29         $ 3.99


      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,  1999.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

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



                                      -19-
<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, 1999. Such prices were not escalated  except in
certain  circumstances where escalations were fixed and readily  determinable in
accordance with applicable contract  provisions.  The relatively high oil prices
at  December  31,  1999 have  caused the  estimates  of  remaining  economically
recoverable  oil reserves,  as well as the value placed on said reserves,  to be
significantly  higher than in the past several years. Any decrease in these high
oil  prices  would  result  in a  corresponding  reduction  in the  estimate  of
remaining oil  reserves.  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, 1999. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 1999 will actually be realized
for such  production,  and the General Partner believes that it is unlikely that
oil prices will remain at their current high level.

      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, 1999(1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  7,047,401
      Oil and liquids (Bbls)                                       730,031

   Net present value (discounted at 10% per annum)             $12,570,212




                                      -20-
<PAGE>




II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  5,273,295
      Oil and liquids (Bbls)                                       451,787

   Net present value (discounted at 10% per annum)             $ 9,380,339


II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,606,449
      Oil and liquids (Bbls)                                       187,281

   Net present value (discounted at 10% per annum)             $ 5,068,834

II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  8,486,921
      Oil and liquids (Bbls)                                       537,111

   Net present value (discounted at 10% per annum)             $11,127,128

II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  4,088,078
      Oil and liquids (Bbls)                                       257,061

   Net present value (discounted at 10% per annum)             $ 6,281,741

II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  3,215,124
      Oil and liquids (Bbls)                                       288,716

   Net present value (discounted at 10% per annum)             $ 5,810,439

II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  6,898,144
      Oil and liquids (Bbls)                                       607,214

   Net present value (discounted at 10% per annum)             $12,324,573



                                      -21-
<PAGE>




II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,673,358
      Oil and liquids (Bbls)                                       142,155

   Net present value (discounted at 10% per annum)             $ 2,931,254

----------

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


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


      Significant Properties

      The following tables set forth certain well and reserve  information as of
December  31, 1999 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.



                                      -22-
<PAGE>




<TABLE>

                                     Significant Properties as of December 31, 1999
                                     ----------------------------------------------
<CAPTION>

                                                                   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          113       7.44        37         150       33     22%     60,739   3,895,953   $4,481,280
      Gulf Coast        258      11.61         -         258        -      -%    158,889     779,865    2,165,848
      Permian           484       4.21         9         493        9      2%    178,784     910,677    1,691,951
      Southern Okla.
        Folded Belt      14       2.15        13          27       12     44%     55,848     720,673    1,505,911

II-B Partnership:
      Anadarko           36       3.60         3          39       12     31%     26,596   2,535,144   $2,682,777
      Southern Okla.
       Folded Belt       13       3.53         -          13       12     92%     90,831   1,067,914    2,316,006
      Uinta              10       1.01         3          13        -      -%    178,035     292,322    1,876,068
      Permian            12       1.52         -          12        9     75%     14,363     799,175      876,124
      Gulf Coast         22        .69         1          23        -      -%     26,392     486,624      866,743

II-C Partnership:
      Anadarko           78       3.62         9          87       19     22%     20,712   1,888,778   $1,878,509
      Southern Okla.
       Folded Belt       16       1.62         -          16       15     94%     39,309     665,954    1,171,408
      Uinta              10        .43         3          13        -      -%     76,295     131,999      812,027
      Permian            16        .76         1          17        9     53%      8,004     390,252      431,358

II-D Partnership:
      Anadarko           50       6.53         6          56        9     16%     25,969   2,628,193   $2,812,938
      Sacramento         34       5.64         -          34        -      -%       -      2,127,566    2,141,972
      Williston          74       2.50         1          75        -      -%    353,401     237,071    1,864,907
      Gulf Coast         11       1.61         1          12        8     67%     60,365     679,197    1,256,253
      Permian             8       1.84         2          10        4     40%     20,353     890,418      906,861

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




                                      -23-
<PAGE>


<TABLE>


                                     Significant Properties as of December 31, 1999
                                     ----------------------------------------------

<CAPTION>

                                                                   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:
      Permian           833       4.24      1,506     2,339       7       -%    101,913   1,041,536   $1,919,071
      Anadarko           32       1.89         17        49      16      33%      4,666   1,658,705    1,721,825
      Gulf Coast         41       2.61          3        44       8      18%     95,256     288,058    1,174,057
      Southern Okla.
       Folded Belt       10        .50         -         10       1      10%     16,071     775,283      986,802

II-F Partnership:
      Permian           829       7.52      1,505     2,334       3       -%    247,727   1,174,863   $3,522,289
      Anadarko           60       2.08         15        75      17      23%      6,522   1,438,427    1,526,983
      Southern Okla.
       Folded Belt       24       1.78          2        26      21      81%     15,055     460,762      490,401

II-G Partnership:
      Permian           829      15.74      1,505     2,334       3       -%    517,673   2,455,294   $7,361,469
      Anadarko           60       4.41         15        75      17      23%     14,033   3,048,892    3,235,200
      Southern Okla.
       Folded Belt       24       4.04          2        26      21      81%     34,115   1,043,743    1,111,676

II-H Partnership:
      Permian           829       3.64      1,505     2,334       3       -%    119,804     569,167   $1,704,818
      Anadarko           60       1.05         15        75      17      23%      3,405     723,303      767,695
      Southern Okla.
       Folded Belt       24       1.06          2        26      21      81%      9,012     275,705      294,005

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

</TABLE>



                                      -24-
<PAGE>






      Title to Oil and Gas Properties

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

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


ITEM 3.   LEGAL PROCEEDINGS

      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 1999.


                                    PART II.

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2000,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

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

               II-A            484,283                3,852
               II-B            361,719                2,464
               II-C            154,621                1,293
               II-D            314,878                2,695
               II-E            228,821                2,047
               II-F            171,400                1,599
               II-G            372,189                2,386
               II-H             91,711                1,154


      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



                                      -25-
<PAGE>




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

      Pursuant to the terms of the Partnership  Agreements,  the General Partner
is  obligated  to  annually  issue a  repurchase  offer  which  is  based on the
estimated future net revenues from the Partnerships'  reserves and is calculated
pursuant to the terms of the Partnership  Agreements.  Such repurchase  offer is
recalculated  monthly  in order to reflect  cash  distributions  to the  Limited
Partners and  extraordinary  events.  The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purposes of
this Annual Report,  a Unit  represents an initial  subscription  of $100 to the
Partnership.

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

                   1998                            1999                 2000
            ------------------------      ------------------------      ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

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


      In addition to this repurchase  offer,  some of the Partnerships have been
subject to "4.9% tender  offers"  from several  third  parties  since 1997.  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


                                      -26-
<PAGE>



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 1998 and 1999 and the first quarter of 2000.

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

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

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


                                    1999                             2000
            ---------------------------------------------------    ---------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------      --------    ----------     ----------    ----------    ---------

 II-A         $ .19        $ .25          $ .99        $ 1.19       $1.25
 II-B           .24          .39            .40          1.15         .97
 II-C           .21          .54            .54          1.24        1.20
 II-D           .54          .42            .67           .97        1.41
 II-E          1.03          .50            .94          1.08        1.25
 II-F           .87          .95           1.04          1.39        1.54
 II-G           .87          .92           1.12          1.33        1.57
 II-H           .85          .86           1.04          1.31        1.41

-----------------------
(1)   Amount of cash distribution includes proceeds from the sale of certain oil
      and gas properties.
(2)   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.
(3)   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.




                                      -27-
<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."



                                      -28-
<PAGE>


<TABLE>

                             Selected Financial Data

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

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>
Oil and Gas Sales          $3,762,931        $3,911,823        $5,431,745        $5,832,874      $ 4,671,555
Net Income (Loss):
   Limited Partners         1,421,826         2,863,628         1,577,370         2,043,339     (    715,678)
   General Partner             99,132           188,400           141,030           156,483           81,747
   Total                    1,520,958         3,052,028         1,718,400         2,199,822     (    633,931)
Limited Partners' Net
   Income (Loss) per
     Unit                        2.94              5.91              3.26              4.22     (       1.48)
Limited Partners' Cash
   Distributions per
     Unit                        2.62              9.80(1)           6.54              5.37             3.83
Total Assets                5,700,712         5,530,544         7,495,013         9,068,387        9,833,188
Partners' Capital
   (Deficit):
   Limited Partners         5,622,715         5,469,889         7,350,261         8,937,891        9,494,552
   General Partner        (   380,195)      (   417,336)      (   387,587)      (   342,481)    (    311,994)
Number of Units
   Outstanding                484,283           484,283           484,283           484,283          484,283

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




                                      -29-
<PAGE>



<TABLE>

                                                 Selected Financial Data

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

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>

Oil and Gas Sales          $2,693,717        $2,492,043        $3,816,269        $4,179,527      $3,204,794
Net Income (Loss):
   Limited Partners           937,258         3,160,422         1,095,312         1,329,755     (   798,537)
   General Partner             63,070           186,085            99,884           113,834          37,441
   Total                    1,000,328         3,346,507         1,195,196         1,443,589     (   761,096)
Limited Partners' Net
   Income (Loss) per
     Unit                        2.59              8.74              3.03              3.68     (      2.21)
Limited Partners' Cash
   Distributions per
     Unit                        2.18             11.92(1)           6.03              4.79            3.21
Total Assets                3,374,612         3,185,016         4,414,695         5,579,977       6,237,427
Partners' Capital
   (Deficit):
   Limited Partners         3,456,654         3,309,396         4,464,974         5,552,662       5,955,907
   General Partner        (   290,773)      (   320,234)      (   305,223)      (   265,183)    (   246,438)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719         361,719

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



                                      -30-
<PAGE>


<TABLE>

                                                 Selected Financial Data

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

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>

Oil and Gas Sales          $1,296,468        $1,136,474       $1,796,657         $1,925,940      $1,519,937
Net Income (Loss):
   Limited Partners           435,619         1,583,504          853,383            707,991     (   337,547)
   General Partner             65,752            95,091           57,028             53,569          20,538
   Total                      501,371         1,678,595          910,411            761,560     (   317,009)
Limited Partners' Net
   Income (Loss) per
     Unit                        2.82             10.24             5.52               4.58     (      2.18)
Limited Partners' Cash
   Distributions per
     Unit                        2.53             14.73(1)          8.43               5.43            4.63
Total Assets                1,804,785         1,759,734        2,440,315          2,941,348       3,205,943
Partners' Capital
   (Deficit):
   Limited Partners         1,811,212         1,765,593        2,458,089          2,907,706       3,039,715
   General Partner        (   119,145)      (   133,264)     (   123,277)       (   115,619)     (   99,615)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621         154,621

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

</TABLE>



                                      -31-
<PAGE>



<TABLE>

                                                 Selected Financial Data

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

<CAPTION>

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>

Oil and Gas Sales          $2,598,616        $2,411,051        $4,314,154        $4,329,102      $3,901,516
Net Income (Loss):
   Limited Partners           640,655         3,942,172         1,796,378         1,270,858     (   697,631)
   General Partner            106,047           225,825           127,204            99,743          44,055
   Total                      746,702         4,167,997         1,923,582         1,370,601     (   653,576)
Limited Partners' Net
   Income (Loss) per
     Unit                        2.03             12.52              5.70              4.04     (      2.22)
Limited Partners' Cash
   Distributions per
     Unit                        2.60             18.09(1)           9.04              4.85            4.69
Total Assets                3,740,589         3,994,909         5,780,264         6,953,850       7,291,164
Partners' Capital
   (Deficit):
   Limited Partners         3,639,949         3,818,294         5,572,122         6,627,744       6,884,886
   General Partner        (   236,260)      (   247,182)      (   224,003)      (   218,956)     (  143,473)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878         314,878

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

</TABLE>





                                      -32-
<PAGE>


<TABLE>


                                                 Selected Financial Data

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

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------   -------------

<S>                       <C>               <C>               <C>               <C>             <C>

Oil and Gas Sales          $1,810,725        $1,704,463        $2,616,003        $2,693,317      $2,297,409
Net Income (Loss):
   Limited Partners           588,127         6,442,294       (       569)          695,738     ( 1,279,244)
   General Partner             76,030           356,722            66,976            66,720           9,448
   Total                      664,157         6,799,016            66,407           762,458     ( 1,269,796)
Limited Partners' Net
   Income (Loss) per
     Unit                        2.57             28.15               .00              3.04     (      5.59)
Limited Partners' Cash
   Distributions per
     Unit                        3.55             32.21(1)           7.32              4.45            2.32
Total Assets                3,021,570         3,260,952         4,257,875         5,976,145       6,279,396
Partners' Capital
   (Deficit):
   Limited Partners         2,941,996         3,165,869         4,094,575         5,770,144       6,093,406
   General Partner        (   162,586)      (   173,306)      (   172,017)      (   147,595)     (  122,950)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821         228,821

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

</TABLE>





                                      -33-
<PAGE>



<TABLE>

                                                 Selected Financial Data

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

<CAPTION>

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>

Oil and Gas Sales          $1,665,336        $1,444,802        $2,191,389        $2,433,313      $2,028,592
Net Income (Loss):
   Limited Partners           615,301         1,088,453           147,631         1,108,389     (   191,631)
   General Partner             98,196            71,519            81,927            79,948          46,686
   Total                      713,497         1,159,972           229,558         1,188,337     (   144,945)
Limited Partners' Net
   Income (Loss) per
     Unit                        3.59              6.35               .86              6.47     (      1.12)
Limited Partners'
   Cash Distributions
     Per Unit                    4.25             12.34             10.92              8.66            5.93
Total Assets                2,393,651         2,473,730         3,564,889         5,312,077       5,733,459
Partners' Capital
   (Deficit):
   Limited Partners         2,451,559         2,565,258         3,590,805         5,315,174       5,691,785
   General Partner        (   112,893)      (   144,763)      (   143,355)      (   105,914)     (   84,377)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400         171,400


</TABLE>




                                      -34-
<PAGE>


<TABLE>


                                                 Selected Financial Data

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

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>             <C>
Oil and Gas Sales          $3,527,599        $3,072,455        $4,670,245        $ 5,158,799      $ 4,348,087
Net Income (Loss):
   Limited Partners         1,382,389         2,266,451           114,502          2,250,119     (    714,189)
   General Partner             99,665           150,050           172,947            165,845           94,880
   Total                    1,482,054         2,416,501           287,449          2,415,964     (    619,309)
Limited Partners' Net
   Income (Loss)
     per Unit                    3.71              6.09               .31               6.05     (       1.92)
Limit Partners' Cash
   Distributions per
     Unit                        4.24             11.94             10.80               8.30             5.80
Total Assets                5,174,834         5,325,802         7,635,720         11,576,732       12,519,149
Partners' Capital
   (Deficit):
   Limited Partners         5,317,832         5,512,443         7,690,992         11,598,490       12,439,371
   General Partner        (   266,026)      (   304,885)      (   312,392)          (244,312)    (    197,620)
Number of Units
   Outstanding                372,189           372,189           372,189            372,189          372,189

</TABLE>





                                      -35-
<PAGE>



<TABLE>

                                                 Selected Financial Data

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

<CAPTION>

                              1999              1998              1997              1996              1995
                          -------------     -------------     -------------     -------------    -------------

<S>                       <C>               <C>               <C>               <C>              <C>

Oil and Gas Sales          $  836,927        $  733,613        $1,119,734        $1,230,222       $1,042,735
Net Income (Loss):
   Limited Partners           319,698           532,166       (    11,817)          519,143      (   239,052)
   General Partner             23,260            35,089            40,425            38,792           21,532
   Total                      342,958           567,255            28,608           557,935      (   217,520)
Limited Partners' Net
   Income (Loss)
     per Unit                    3.49              5.80       (       .13)             5.66      (      2.61)
Limited Partners' Cash
   Distributions per
     Unit                        4.06             11.26             10.65              7.93             5.61
Total Assets                1,215,782         1,255,229         1,788,149         2,790,245        3,024,656
Partners' Capital
   (Deficit):
   Limited Partners         1,254,087         1,306,389         1,807,223         2,795,040        3,002,897
   General Partner        (    66,614)      (    75,631)      (    78,796)      (    58,835)     (    47,635)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711           91,711

</TABLE>


                                      -36-
<PAGE>







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

      Use of Forward-Looking Statements and Estimates

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

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

      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below.  The 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
many years.  Over 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 upper end of
this range.

      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 increased



                                      -37-
<PAGE>




from approximately $2.03 per Mcf at December 31, 1998 to approximately $2.24 per
Mcf at December 31, 1999. Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past two  years.  Due to  global  consumption  and  supply  trends  as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However,  production  curtailment  agreements among major oil producing  nations
have  caused  recent  oil  prices  to climb to over  $24.00  per  barrel in some
markets.  It is not known  whether  this  trend  will  continue.  Prices for the
Partnerships' oil increased from approximately  $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 1999.  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



                                      -38-
<PAGE>




payout),  and (v)  completion  of  enhanced  recovery  projects  which  increase
production for the well.  Many of these factors are very  significant as related
to a single  well or as  related  to many  wells  over a short  period  of time.
However,  due to the large  number  of wells  owned by the  Partnerships,  these
factors  are  generally  not  material  as  compared  to the  normal  decline in
production experienced on all remaining wells.


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 1999 as compared to the year ended  December  31, 1998 and for the
year ended December 31, 1998 as compared to the year ended December 31, 1997.


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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales  decreased  $148,892 (3.8%) in 1999 as compared to
1998. Of this decrease,  approximately $30,000 and $563,000,  respectively, were
related  to  decreases  in  volumes of oil and gas sold,  which  decreases  were
partially   offset  by  increases  of   approximately   $325,000  and  $119,000,
respectively,  related to increases  in the average  prices of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased   2,395  barrels  and  284,002  Mcf,
respectively,  in 1999 as compared to 1998.  The decrease in volumes of gas sold
was primarily due to (i) positive  prior period volume  adjustments  made by the
purchasers on two significant  wells during 1998, (ii) the sale of several wells
during 1998,  and (iii) normal  declines in  production.  These  decreases  were
partially  offset by a  positive  prior  period  volume  adjustment  made by the
purchaser on another  significant  well during 1999.  Average oil and gas prices
increased  to $16.25 per barrel  and $2.09 per Mcf,  respectively,  in 1999 from
$12.38 per barrel and $1.98 per Mcf, respectively, in 1998.

      Interest  income  decreased  $37,059  (67.1%) in 1999 as compared to 1998.
This  decrease was  primarily  due to interest  income earned in 1998 on the gas
contract  settlement  proceeds.  There were no similar  amounts  invested during
1999.

The  II-A  Partnership  sold  certain  oil and gas  properties  during  1999 and
recognized a $6,465 gain on such sales. Sales of


                                      -39-
<PAGE>



oil and gas properties during 1998 resulted in the II-A Partnership  recognizing
similar gains totaling $685,375.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-A
Partnership  recognized an insurance settlement in the amount of $202,500 during
1999. No similar settlements occurred during 1998.

      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 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $475,237 (26.8%) in 1999 as compared to 1998. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 1998 in order to improve the recovery of reserves,  (ii) a positive prior
period  lease  operating  expense  adjustment  made by the  operator  on another
significant  well  during  1998,  and  (iii)  a  decrease  in  production  taxes
associated  with the decrease in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 34.5% in 1999 from 45.3% in 1998.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold and the dollar decrease in oil and gas production expenses.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $200,084  (25.0%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) the  decreases in volumes of oil and gas sold,  (ii) upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1999,  and (iii)  several  wells  being  substantially  depleted  in 1998.  As a
percentage  of oil and gas sales,  this expense  decreased to 15.9% in 1999 from
20.4% in 1998.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold and the dollar decrease in  depreciation,
depletion, and amortization.

      General and  administrative  expenses  decreased  $2,049 (0.4%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses increased
to 15.2% in 1999 from 14.7% in 1998.

      The Limited Partners have received cash distribution  through December 31,
1999 totaling $48,004,357 or 99.12% of Limited Partners' capital  contributions.
The II-A  Partnership  achieved  payout during the first quarter of 2000.  After
payout, future operations and revenues of the II-A Partnership will be allocated
using after payout percentages  included in the II-A  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


                                      -40-
<PAGE>



expenses  were  allocated  5% to the  General  Partner  and  95% to the  Limited
Partners.


                     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.  These  decreases  were  partially  offset by positive prior period volume
adjustments made by the purchasers on two significant wells during 1998. 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.

      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 several  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


                                      -41-
<PAGE>



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  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.


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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales  increased  $201,674 (8.1%) in 1999 as compared to
1998.  Of this  increase,  approximately  $49,000  was related to an increase in
volumes of oil sold and approximately $156,000 and $63,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were partially offset by approximately  $67,000 related to a decrease in volumes
of gas sold. Volumes of oil sold increased 3,654 barrels and volumes of gas sold
decreased  33,863 Mcf in 1999 as  compared  to 1998.  Average oil and gas prices
increased  to $16.18 per barrel  and $2.04 per Mcf,  respectively,  in 1999 from
$13.43 per barrel and $1.97 per Mcf, respectively, in 1998.

      Interest  income  decreased  $40,955  (81.2%) in 1999 as compared to 1998.
This  decrease was  primarily  due to interest  income earned in 1998 on the gas
contract  settlement  proceeds.  There were no similar  amounts  invested during
1999.



                                      -42-
<PAGE>



      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 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $132,363 (12.1%) in 1999 as compared to 1998. This
decrease was primarily due to workover expenses incurred on several wells during
1998 in order to improve the recovery of reserves,  which decrease was partially
offset by an increase in production  taxes  associated  with the increase in oil
and gas sales. As a percentage of oil and gas sales, these expenses decreased to
35.6% in 1999 from 43.8% in 1998. This percentage  decrease was primarily due to
workover  expenses  incurred in 1998 and the increases in the average  prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $193,851  (36.4%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves  at  December  31,  1999 and (ii)  several  wells  being  substantially
depleted in 1998. As a percentage of oil and gas sales,  this expense  decreased
to 12.6% in 1999 from 21.3% in 1998. This percentage  decrease was primarily due
to the  increases  in the  average  prices  of oil and gas sold  and the  dollar
decrease in depreciation, depletion, and amortization.

      General and  administrative  expenses  decreased  $4,172 (1.0%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses decreased
to 15.8% in 1999 from 17.3% in 1998.

      The Limited Partners have received cash distributions through December 31,
1999  totaling   $34,922,916  or  96.55%  of  the  Limited   Partners'   capital
contributions.


                     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


                                      -43-
<PAGE>



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 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.



                                      -44-
<PAGE>



      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.


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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales increased  $159,994 (14.1%) in 1999 as compared to
1998. Of this increase,  approximately $12,000 and $42,000,  respectively,  were
related to  increases in volumes of oil and gas sold and  approximately  $59,000
and $47,000,  respectively,  were related to increases in the average  prices of
oil and gas sold.  Volumes of oil and gas sold  increased 885 barrels and 21,902
Mcf,  respectively,  in 1999 as  compared  to 1998.  Average  oil and gas prices
increased  to $16.68 per barrel  and $2.00 per Mcf,  respectively,  in 1999 from
$13.33 per barrel and $1.91 per Mcf, respectively, in 1998.

      Interest  income  decreased  $19,301  (76.7%) in 1999 as compared to 1998.
This  decrease was  primarily  due to interest  income earned in 1998 on the gas
contract  settlement  proceeds.  There were no similar  amounts  invested during
1999.

      The II-C Partnership  sold certain oil and gas properties  during 1999 and
recognized a $3,257 gain on such sales.  Sales of oil and gas properties  during
1998  resulted  in the  II-C  Partnership  recognizing  similar  gains  totaling
$177,795.

      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 purchase
contract. No similar settlements occurred during 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $13,213 (3.1%) in 1999 as compared to 1998.  This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the increase in oil and gas sales and (ii) positive prior period production
tax  adjustments  made by the  purchasers  on several  wells during 1999,  which
increases  were  substantially  offset  by  workover  expenses  incurred  on two
significant wells during 1998 in order to improve the recovery of reserves. As a
percentage of oil and gas sales,  these expenses decreased to 34.0% in 1999 from
37.6% in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased $66,331 (26.9%) in 1999 as compared to 1998.


                                      -45-
<PAGE>



This  decrease  was  primarily  due to  upward  revisions  in the  estimates  of
remaining  oil and gas  reserves  at December  31, 1999 and several  wells being
substantially  depleted  in 1998.  As a  percentage  of oil and gas sales,  this
expense decreased to 13.9% in 1999 from 21.7% in 1998. This percentage  decrease
was primarily due to the increases in the average prices of oil and gas sold and
the dollar decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 14.2% in 1999 from 16.2% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1999  totaling   $15,891,686  or  102.78%  of  the  Limited   Partners'  capital
contributions.


                     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.




                                      -46-
<PAGE>



      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  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.




                                      -47-
<PAGE>



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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales  increased  $187,565 (7.8%) in 1999 as compared to
1998. Of this increase,  approximately $128,000 and $153,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $49,000  and  $45,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 3,843 barrels and 24,178 Mcf,  respectively,  in 1999
as compared to 1998.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines in  production  and (ii) the sale of one  significant  well
during 1998. Average oil and gas prices increased to $16.43 per barrel and $2.02
per Mcf,  respectively,  in 1999  from  $12.65  per  barrel  and  $1.87 per Mcf,
respectively, in 1998.

      Interest  income  decreased  $51,668  (77.5%) in 1999 as compared to 1998.
This  decrease was  primarily  due to interest  income earned in 1998 on the gas
contract  settlement  proceeds.  There were no similar  amounts  invested during
1999.

      The II-D Partnership  sold certain oil and gas properties  during 1999 and
recognized a $36,944 gain on such sales.  Sales of oil and gas properties during
1998 resulted in the II-D Partnership recognizing similar gains of $496,238.

      The II-D Partnership  recognized income from a gas contract  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 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $160,812 (17.0%) in 1999 as compared to 1998. This
increase  was  primarily  due to (i) a positive  prior  period  lease  operating
expense  adjustment made by the operator on one significant well during 1999 and
(ii) an increase in production taxes associated with the increase in oil and gas
sales. As a percentage of oil and gas sales,  these expenses  increased to 42.6%
in 1999 from 39.2% in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $93,186  (18.0%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily due to two  significant  wells being fully depleted in 1998 due to the
lack of remaining economically  recoverable reserves. As a percentage of oil and
gas sales,  this  expense  decreased  to 16.4% in 1999 from 21.5% in 1998.  This
percentage decrease was primarily due to the dollar decrease in


                                      -48-
<PAGE>



depreciation,  depletion,  and  amortization  and the  increases  in the average
prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased to 14.3% for 1999 and 15.5% for 1998.

      The II-D  Partnership  achieved  payout during the second quarter of 1999.
After payout,  operations  and revenues for the II-D  Partnership  have been and
will  be  allocated  using  after  payout  percentages   included  in  the  II-D
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,
1999 totaling $32,104,903 or 101.96% of Limited Partners' capital contributions.


                     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.




                                      -49-
<PAGE>



      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  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.


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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales  increased  $106,262 (6.2%) in 1999 as compared to
1998. Of this increase,  approximately $135,000 and $83,000, respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $69,000  and  $43,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 5,156 barrels and 23,279 Mcf,  respectively,  in 1999
as compared to 1998.  The decrease in volumes of oil sold was  primarily  due to
(i) normal  declines  in  production  and (ii) a positive  prior  period  volume
adjustment made by the purchaser on three significant wells in 1998. Average oil
and gas prices  increased to $17.49 per barrel and $1.99 per Mcf,  respectively,
in 1999 from $13.31 per barrel and $1.86 per Mcf, respectively, in 1998.

      Interest  income  decreased  $85,309  (85.5%) in 1999 as compared to 1998.
This decrease was primarily due to interest income


                                      -50-
<PAGE>



earned in 1998 on the gas contract  settlement  proceeds.  There were no similar
amounts invested during 1999.

      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 gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $114,601 (17.0%) in 1999 as compared to 1998. This
decrease was  primarily due to (i) workover  expenses  incurred on several wells
during 1998 in order to improve the  recovery of reserves and (ii) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales, these expenses decreased to 30.8% in
1999 from 39.5% in 1998.  This  percentage  decrease  was  primarily  due to the
workover  expenses  incurred in 1998 and the increases in the average  prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $187,837  (34.5%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) upward  revisions in the estimates of remaining oil and gas
reserves at December  31, 1999 and (ii) the  decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales,  this expense  decreased to 19.7% in
1999 from 31.9% in 1998.  This  percentage  decrease  was  primarily  due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

      General and  administrative  expenses  decreased  $5,944 (2.2%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses decreased
to 14.9% in 1999 from 16.2% in 1998.

      The II-E  Partnership  achieved  payout  during the third quarter of 1999.
After payout,  operations  and revenues for the II-E  Partnership  have been and
will  be  allocated  using  after  payout  percentages   included  in  the  II-E
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,
1999 totaling $23,283,574 or 101.75% of Limited Partners' capital contributions.




                                      -51-
<PAGE>



                     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 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


                                      -52-
<PAGE>



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.


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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales increased  $220,534 (15.3%) in 1999 as compared to
1998. Of this increase,  approximately $116,000 and $35,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$97,000 was related to an increase in volumes of gas sold.  These increases were
partially offset by a decrease of approximately $27,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 2,056 barrels,  while volumes
of gas sold  increased  52,465 Mcf in 1999 as compared to 1998.  The increase in
volumes of gas sold was primarily  due to (i) an increase in  production  due to
the  successful  recompletion  of one  significant  well in late 1998 and (ii) a
positive  prior  period  volume  adjustment  made  by the  operator  on  another
significant well during 1999. Average oil and gas prices increased to $16.64 per
barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.84
per Mcf, respectively, in 1998.

      The II-F Partnership  sold certain oil and gas properties  during 1999 and
recognized  a $565 gain on such sales.  Sales of oil and gas  properties  during
1998  resulted  in the  II-F  Partnership  recognizing  similar  gains  totaling
$657,881.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $52,933 (13.3%) in 1999 as compared to 1998. This
increase was  primarily  due to positive  prior period lease  operating  expense
adjustments  made by the operator on several  wells during 1999. As a percentage
of oil and gas sales, these expenses remained relatively  consistent at 27.1% in
1999 and 27.6% in 1998.



                                      -53-
<PAGE>



      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $53,879  (14.9%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 1998 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1999. As a percentage of oil and gas sales,  this expense  decreased to 18.4% in
1999 from 25.0% in 1998.  This  percentage  decrease  was  primarily  due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 12.1% in 1999 from 14.0% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The II-F  Partnership  achieved  payout  during the first quarter of 1999.
After payout,  operations  and revenues for the II-F  Partnership  have been and
will be  allocated  using  the after  payout  percentages  included  in the II-F
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,
1999 totaling $17,757,051 or 103.60% of Limited Partners' capital contributions.


                     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


                                      -54-
<PAGE>



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.

      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.



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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales increased  $455,144 (14.8%) in 1999 as compared to
1998. Of this increase,  approximately $239,000 and $77,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$193,000 was related


                                      -55-
<PAGE>



to an increase in volumes of gas sold.  These increases were partially offset by
a decrease  of  approximately  $54,000  related to a decrease  in volumes of oil
sold.  Volumes of oil sold decreased  4,060  barrels,  while volumes of gas sold
increased  104,549 Mcf in 1999 as compared to 1998.  The  increase in volumes of
gas  sold  was  primarily  due to  (i)  an  increase  in  production  due to the
successful recompletion of one significant well in late 1998 and (ii) a positive
prior period volume adjustment made by the operator on another  significant well
during 1999. Average oil and gas prices increased to $16.58 per barrel and $1.91
per Mcf,  respectively,  in 1999  from  $13.32  per  barrel  and  $1.85 per Mcf,
respectively, in 1998.

      The II-G Partnership  sold certain oil and gas properties  during 1999 and
recognized a $1,063 gain on such sales.  Sales of oil and gas properties  during
1998  resulted  in the  II-G  Partnership  recognizing  similar  gains  totaling
$1,374,966.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $112,530 (13.2%) in 1999 as compared to 1998. This
increase was  primarily  due to positive  prior period lease  operating  expense
adjustments  made by the operator on several  wells during 1999. As a percentage
of oil and gas sales,  these  expenses  decreased to 27.4% in 1999 from 27.8% in
1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $118,629  (15.2%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 1998 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1999. As a percentage of oil and gas sales,  this expense  decreased to 18.7% in
1999 from 25.3% in 1998.  This  percentage  decrease  was  primarily  due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 12.4% in 1999 from 14.3% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1999 totaling $36,682,371 or 98.56% of Limited Partners' capital  contributions.
The II-G  Partnership  achieved  payout during the first quarter of 2000.  After
payout,  operations and revenues of the II-G Partnership will be allocated using
after  payout  percentages  included  in  the  II-G  Partnership's   Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partner. Before payout,  operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.


                                      -56-
<PAGE>







                     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.

      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



                                      -57-
<PAGE>




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.



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

                     Year Ended December 31, 1999 Compared
                        to Year Ended December 31, 1998
                    --------------------------------------

      Total oil and gas sales increased  $103,314 (14.1%) in 1999 as compared to
1998. Of this increase,  approximately $56,000 and $19,000,  respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$40,000 was related to an increase in volumes of gas sold.  These increases were
partially offset by a decrease of approximately $12,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 923 barrels, while volumes of
gas sold  increased  21,387 Mcf in 1999 as  compared  to 1998.  The  increase in
volumes of gas sold was primarily  due to (i) an increase in  production  due to
the  successful  recompletion  of one  significant  well in late 1998 and (ii) a
positive  prior  period  volume  adjustment  made  by the  operator  on  another
significant well during 1999. Average oil and gas prices increased to $16.62 per
barrel and $1.92 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.86
per Mcf, respectively, in 1998.

      The II-H Partnership  sold certain oil and gas properties  during 1999 and
recognized  a $421 gain on such sales.  Sales of oil and gas  properties  during
1998  resulted  in the  II-H  Partnership  recognizing  similar  gains  totaling
$317,342.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $27,195 (13.2%) in 1999 as compared to 1998. This
increase was  primarily  due to positive  prior period lease  operating  expense
adjustments  made by the operator on several  wells during 1999. As a percentage
of oil and gas sales,  these  expenses  decreased to 27.8% in 1999 from 28.0% in
1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased $21,665 (12.1%) in 1999 as compared to 1998.


                                      -58-
<PAGE>



This  decrease  was  primarily  due to (i) two  significant  wells  being  fully
depleted in 1998 due to the lack of remaining economically  recoverable reserves
and (ii) upward  revisions in the estimates of remaining oil and gas reserves at
December 31, 1999. As a percentage of oil and gas sales,  this expense decreased
to 18.8% in 1999 from 24.4% in 1998. This percentage  decrease was primarily due
to the  increases  in the  average  prices  of oil and gas sold  and the  dollar
decrease in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 1999
as  compared  to 1998.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 12.9% in 1999 from 14.7% in 1998.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
1999 totaling $8,544,364 or 93.17% of Limited Partners' capital contributions.


                     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.



                                      -59-
<PAGE>



      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 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.


      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 1999,  1998, and 1997.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.



                                      -60-
<PAGE>



                              1999 Compared to 1998
                              ---------------------

                              Average Sales Prices
--------------------------------------------------------------------------
P/ship               1999                    1998              % Change
------         ------------------      ------------------     ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---

 II-A          $16.25     $2.09         $12.38     $1.98       31%     6%
 II-B           16.18      2.04          13.43      1.97       20%     4%
 II-C           16.68      2.00          13.33      1.91       25%     5%
 II-D           16.43      2.02          12.65      1.87       30%     8%
 II-E           17.49      1.99          13.31      1.86       31%     7%
 II-F           16.64      1.91          13.32      1.84       25%     4%
 II-G           16.58      1.91          13.32      1.85       24%     3%
 II-H           16.62      1.92          13.32      1.86       25%     3%

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              1999                      1998               % Change
------       ------------------        ------------------      ------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             -------    ---------      ------    ---------     ------   -----

 II-A        84,033     1,149,550      86,428    1,433,552     ( 3%)    (20%)
 II-B        56,749       870,203      53,095      904,066       7%     ( 4%)
 II-C        17,691       500,545      16,806      478,643       5%       5%
 II-D        33,890     1,010,194      37,733    1,034,372     (10%)    ( 2%)
 II-E        32,352       624,562      37,508      647,841     (14%)    ( 4%)
 II-F        34,859       569,382      36,915      516,917     ( 6%)     10%
 II-G        73,361     1,210,210      77,421    1,105,661     ( 5%)      9%
 II-H        17,055       287,724      17,978      266,337     ( 5%)      8%

                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     1999     1998     % Change
                    ------    -----    -----     --------

                     II-A     $4.71    $5.45       (14%)
                     II-B      4.76     5.36       (11%)
                     II-C      4.35     4.42       ( 2%)
                     II-D      5.47     4.50        22%
                     II-E      4.09     4.62       (11%)
                     II-F      3.48     3.24         7%
                     II-G      3.51     3.26         7%
                     II-H      3.58     3.29         9%





                                      -61-
<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%)





                                      -62-
<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
1999  production  levels for  future  years,  the  Partnerships  proved  reserve
quantities at December 31, 1999 would have the following remaining lives:

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

                     II-A              6.1               8.7
                     II-B              6.1               8.0
                     II-C              7.2              10.6
                     II-D              8.4              15.8
                     II-E              6.5               7.9
                     II-F              5.6               8.3
                     II-G              5.7               8.3
                     II-H              5.8               8.3

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  In particular,  the relatively  high oil prices at December 31, 1999
have  caused an  increase in the  estimates  of  remaining  oil  reserves  which
therefore have increased the estimated life of said reserves.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further  material  capital  resource  commitments  in  the  future.   Occasional
expenditures  for new wells or well  recompletions  or workovers,  however,  may
reduce or eliminate cash available for a particular quarterly cash distribution.
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 1999, 1998,
and 1997.  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 1999, 1998, and 1997 were as follows:



                                      -63-
<PAGE>



                  Partnership       1999           1998            1997
                  -----------    ---------      ----------      ----------

                  II-A           $ 14,441       $  787,854      $  225,375
                  II-B             39,541           82,454         251,335
                  II-C              9,704          250,629         208,805
                  II-D             36,944          669,933         629,832
                  II-E             27,869          357,625         431,541
                  II-F              8,302          717,792         758,534
                  II-G             17,979        1,503,817       1,658,135
                  II-H              4,342          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.

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

      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



                                      -64-
<PAGE>




Partnerships, including the price of and demand for oil and gas and other market
and economic  conditions.  Even if prices and costs remain stable, the amount of
cash  available  for  distributions  will  decline  over time (as the  volume of
production from producing  properties  declines) since the  Partnerships are not
replacing  production through acquisitions of producing properties and drilling.
The  Partnerships'  quantity of proved  reserves has been reduced by the sale of
oil and gas properties as described  above;  therefore,  it is possible that the
Partnerships'  future cash distributions will decline as a result of a reduction
of the Partnerships' reserve base.

      The  Partnerships  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
1999. 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

     The  year  2000  issue  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.  To the knowledge of the General  Partner,
the  Partnerships  have not experienced any material  effects from the year 2000
issue.  Costs  incurred  by the  Partnerships  in  order  to  ensure  year  2000
compatibility were not material to the Partnerships.


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

      The Partnerships do not hold any market risk sensitive instruments.





                                      -65-
<PAGE>




ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.


                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Dennis R. Neill        47     President and Director

      Judy K. Fox            48     Secretary

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

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

      Judy K. Fox joined  Samson in 1990 and was named  Secretary of Geodyne and
its  subsidiaries on June 30, 1996.  Prior to joining Samson,  she served as Gas
Contract Manager for Ely Energy Company.  Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum



                                      -66-
<PAGE>




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 1999 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 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        1999         1998          1997
            -----------      --------     --------      --------

               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 1999, 1998, and 1997:




                                      -67-
<PAGE>





<TABLE>


                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                            Three Years Ended December 31, 1999
<CAPTION>

                                                                        Long Term Compensation

                                                                  ---------------------------------
                                   Annual Compensation                    Awards            Payouts
                                -----------------------------     -----------------------   -------
                                                                                  Securi-
                                                       Other                       ties                  All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>          <C>         <C>          <C>           <C>        <C>        <C>
Dennis R. Neill,
President(1)            1997       -         -           -            -             -          -          -
                        1998       -         -           -            -             -          -          -
                        1999       -         -           -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $304,538     -           -            -             -          -          -
                        1998    $301,683     -           -            -             -          -          -
                        1999    $311,369     -           -            -             -          -          -


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



                                      -68-
<PAGE>


<TABLE>


                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999
<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997        -           -           -            -             -       -          -
                        1998        -           -           -            -             -       -          -
                        1999        -           -           -            -             -       -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $227,466       -           -            -             -       -          -
                        1998     $225,334       -           -            -             -       -          -
                        1999     $232,568       -           -            -             -       -          -
----------
(1)   The general and  administrative  expenses paid by the II-B Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the II-B  Partnership  and no  individual's  salary  or other
      compensation  reimbursement  from the II-B  Partnership  equals or exceeds
      $100,000 per annum.
</TABLE>




                                      -69-
<PAGE>



<TABLE>


                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999

<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997        -       -           -            -             -          -          -
                        1998        -       -           -            -             -          -          -
                        1999        -       -           -            -             -          -          -


All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $97,230    -           -            -             -          -          -
                        1998     $96,319    -           -            -             -          -          -
                        1999     $99,411    -           -            -             -          -          -
----------
(1)   The general and  administrative  expenses paid by the II-C Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the II-C  Partnership  and no  individual's  salary  or other
      compensation  reimbursement  from the II-C  Partnership  equals or exceeds
      $100,000 per annum.

</TABLE>



                                      -70-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999
<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997        -           -           -             -             -      -          -
                        1998        -           -           -             -             -      -          -
                        1999        -           -           -             -             -      -          -


All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $198,009       -           -             -             -      -          -
                        1998     $196,153       -           -             -             -      -          -
                        1999     $202,451       -           -             -             -      -          -

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

</TABLE>



                                      -71-
<PAGE>

<TABLE>



                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999
<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997        -        -           -            -             -          -          -
                        1998        -        -           -            -             -          -          -
                        1999        -        -           -            -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $143,892    -           -            -             -          -          -
                        1998     $142,543    -           -            -             -          -          -
                        1999     $147,120    -           -            -             -          -          -

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




                                      -72-
<PAGE>


<TABLE>


                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999
<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997        -        -          -            -             -          -          -
                        1998        -        -          -            -             -          -          -
                        1999        -        -          -            -             -          -          -
All Executive
Officers,
Directors,
and Employees
as a group(2)           1997     $107,783    -          -            -             -          -          -
                        1998     $106,773    -          -            -             -          -          -
                        1999     $110,201    -          -            -             -          -          -
----------
(1)   The general and  administrative  expenses paid by the II-F Partnership and
      attributable to salary  reimbursements  do not include any salary or other
      compensation attributable to Mr. Neill.
(2)   No officer or director  of Geodyne or its  affiliates  provides  full-time
      services  to the II-F  Partnership  and no  individual's  salary  or other
      compensation  reimbursement  from the II-F  Partnership  equals or exceeds
      $100,000 per annum.
</TABLE>




                                      -73-
<PAGE>


<TABLE>



                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999

<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997      -          -           -           -             -          -          -
                        1998      -          -           -           -             -          -          -
                        1999      -          -           -           -             -          -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $234,047     -           -           -             -          -          -
                        1998    $231,853     -           -           -             -          -          -
                        1999    $239,297     -           -           -             -          -          -

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




                                      -74-
<PAGE>




<TABLE>

                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 1999

<CAPTION>

                                                                        Long Term Compensation

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

Dennis R. Neill,
President(1)            1997       -         -           -            -            -          -          -
                        1998       -         -           -            -            -          -          -
                        1999       -         -           -            -            -          -          -


All Executive
Officers,
Directors,
and Employees
as a group(2)           1997    $57,673      -           -            -            -          -          -
                        1998    $57,132      -           -            -            -          -          -
                        1999    $58,967      -           -            -            -          -          -

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

</TABLE>



                                      -75-
<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, 2000 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                           93,271      19.3(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 93,271      19.3(%)

II-B Partnership:
----------------
   Samson Resources Company                           70,453      19.5(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 70,453      19.5(%)



                                      -76-
<PAGE>



II-C Partnership:
----------------
   Samson Resources Company                           30,043      19.4(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 30,043      19.4(%)

II-D Partnership:
----------------
   Samson Resources Company                           51,255      16.3(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 51,255      16.3(%)

II-E Partnership:
----------------
   Samson Resources Company                           46,339      20.3(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 46,339      20.3(%)

II-F Partnership:
----------------
   Samson Resources Company                           28,284      16.5(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 28,284      16.5(%)

II-G Partnership:
----------------
   Samson Resources Company                           50,379      13.5(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 50,379      13.5(%)

II-H Partnership:
----------------
   Samson Resources Company                           16,548      18.0(%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 16,548      18.0(%)


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



                                      -77-
<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.




                                      -78-
<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,  1999 and 1998 and for each of the  three
                  years in the period ended  December 31, 1999 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




                                      -79-
<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.




                                      -80-
<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.




                                      -81-
<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,  L.P. for Geodyne Energy
                        Income Limited Partnership II-A.

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

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

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

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

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

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

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

             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.



                                      -82-
<PAGE>




             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.

             *    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, 1999 and for the year ended  December  31,
                        1999.


                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.


      (b)   Reports on Form 8-K filed during the fourth quarter of 1999:

                  None.



                                      -83-
<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 15, 2000


                                   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 15, 2000
      -------------------        Director (Principal
        Dennis R. Neill          Executive Officer)

      /s/Patrick M. Hall         (Principal                 February 15, 2000
      -------------------        Financial and
        Patrick M. Hall          Accounting Officer)

      /s/Judy K. Fox             Secretary                  February 15, 2000
      -------------------
        Judy K. Fox



                                      -84-
<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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 8, 2000




                                      F-1
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999          1998
                                                ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $  723,978     $  213,480
   Accounts receivable:
      Oil and gas sales                            702,392        506,282
                                                 ---------      ---------
      Total current assets                      $1,426,370     $  719,762

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 3,541,487      4,109,296

DEFERRED CHARGE                                    732,855        701,486
                                                 ---------      ---------
                                                $5,700,712     $5,530,544
                                                 =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  112,953     $  171,762
   Gas imbalance payable                           123,801        125,904
                                                 ---------      ---------
      Total current liabilities                 $  236,754     $  297,666

ACCRUED LIABILITY                               $  221,438     $  180,325

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  380,195)   ($  417,336)
   Limited Partners, issued and
      outstanding, 484,283 Units                 5,622,715      5,469,889
                                                 ---------      ---------
      Total Partners' capital                   $5,242,520     $5,052,553
                                                 ---------      ---------
                                                $5,700,712     $5,530,544
                                                 =========      =========






              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, 1999, 1998, and 1997

                                      1999          1998          1997
                                   ----------    ----------    ----------

REVENUES:
   Oil and gas sales               $3,762,931    $3,911,823    $5,431,745
   Interest income                     18,160        55,219        33,085
   Gain on sale of oil and
      gas properties                    6,465       685,375       176,789
   Insurance settlement
      income                          202,500        -               -
   Gas contract settlement
     income                              -        1,710,190          -
   Other income                          -             -           20,975
                                    ---------     ---------     ---------
                                   $3,990,056    $6,362,607    $5,662,594

COSTS AND EXPENSES:
   Lease operating                 $1,082,603    $1,532,475    $1,538,814
   Production tax                     215,157       240,522       349,607
   Depreciation, depletion,
      and amortization of oil
      and gas properties              599,790       799,874       780,241
   Impairment provision                  -          164,111       684,276
   General and administrative         571,548       573,597       591,256
                                    ---------     ---------     ---------
                                   $2,469,098    $3,310,579    $3,944,194
                                    ---------     ---------     ---------
NET INCOME                         $1,520,958    $3,052,028    $1,718,400
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $   99,132    $  188,400    $  141,030
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $1,421,826    $2,863,628    $1,577,370
                                    =========     =========     =========

NET INCOME per Unit                $     2.94    $     5.91    $     3.26
                                    =========     =========     =========

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, 1999, 1998, and 1997

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

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
   Net income                   1,421,826         99,132         1,520,958
   Cash distributions        (  1,269,000)     (  61,991)     (  1,330,991)
                               ----------        -------        ----------

Balance, Dec. 31, 1999        $ 5,622,715      ($380,195)      $ 5,242,520
                               ==========        =======        ==========






















              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, 1999, 1998, and 1997

                                       1999           1998           1997
                                   ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,520,958     $3,052,028     $1,718,400
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties            599,790        799,874        780,241
      Impairment provision                -           164,111        684,276
      Gain on sale of oil and
         gas properties            (     6,465)   (   685,375)   (   176,789)
      (Increase) decrease in
          accounts receivable-
           oil and gas sales       (   196,110)       331,278        235,899
      (Increase) decrease in
          accounts receivable
          - other                         -            20,975    (    20,975)
      (Increase) decrease in
         deferred charge           (    31,369)       209,555         37,176
      Increase (decrease) in
         accounts payable          (    58,809)   (    61,484)        20,445
      Increase (decrease) in
         gas imbalance payable     (     2,103)   (    16,139)        40,550
      Increase (decrease) in
         accrued liability              41,113         23,275    (     1,633)
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $1,867,005     $3,838,098     $3,317,590
                                     ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   39,957)   ($  280,907)   ($  237,163)
   Proceeds from sale of
      oil and gas properties            14,441        787,854        225,375
                                     ---------      ---------      ---------
   Net cash provided (used)
      by investing activities      ($   25,516)    $  506,947    ($   11,788)
                                     ---------      ---------      ---------




                                      F-5
<PAGE>





CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($1,330,991)   ($4,962,149)   ($3,351,136)
                                     ---------      ---------      ---------
   Net cash used by financing
      activities                   ($1,330,991)   ($4,962,149)   ($3,351,136)
                                     ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  510,498    ($  617,104)   ($   45,334)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              213,480        830,584        875,918
                                     ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  723,978     $  213,480     $  830,584
                                     =========      =========      =========



              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 8, 2000




                                      F-7
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                    1999           1998
                                                 ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                     $  372,838     $  107,021
   Accounts receivable:
      Oil and gas sales                             512,039        328,334
                                                  ---------      ---------
      Total current assets                       $  884,877     $  435,355

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  2,259,415      2,569,828

DEFERRED CHARGE                                     230,320        179,833
                                                  ---------      ---------
                                                 $3,374,612     $3,185,016
                                                  =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                              $   89,312     $   77,383
   Gas imbalance payable                             21,890         19,790
                                                  ---------      ---------
      Total current liabilities                  $  111,202     $   97,173

ACCRUED LIABILITY                                $   97,529     $   98,681

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  290,773)   ($  320,234)
   Limited Partners, issued and
      outstanding, 361,719 Units                  3,456,654      3,309,396
                                                  ---------      ---------
      Total Partners' capital                    $3,165,881     $2,989,162
                                                  ---------      ---------
                                                 $3,374,612     $3,185,016
                                                  =========      =========







              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, 1999, 1998, and 1997

                                      1999          1998           1997
                                   ----------    -----------    ----------
REVENUES:
   Oil and gas sales               $2,693,717    $2,492,043     $3,816,269
   Interest income                      9,475        50,430         19,644
   Gain on sale of oil
      and gas properties               21,562        65,551        203,247
   Gas contract settlement
      income                             -        2,793,295           -
                                    ---------     ---------      ---------
                                   $2,724,754    $5,401,319     $4,039,160

COSTS AND EXPENSES:
   Lease operating                 $  785,484    $  938,926     $1,062,972
   Production tax                     174,652       153,573        251,478
   Depreciation, depletion,
      and amortization of oil
      and gas properties              338,190       532,041        546,957
   Impairment provision                  -             -           530,988
   General and
      Administrative                  426,100       430,272        451,569
                                    ---------     ---------      ---------
                                   $1,724,426    $2,054,812     $2,843,964
                                    ---------     ---------      ---------
NET INCOME                         $1,000,328    $3,346,507     $1,195,196
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $   63,070    $  186,085     $   99,884
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $  937,258    $3,160,422     $1,095,312
                                    =========     =========      =========

NET INCOME
   per Unit                        $     2.59    $     8.74     $     3.03
                                    =========     =========      =========

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, 1999, 1998, and 1997


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

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
   Net income                      937,258         63,070       1,000,328
   Cash distributions          (   790,000)     (  33,609) (   823,609)
                                 ---------        -------       ---------

Balance, Dec. 31, 1999          $3,456,654      ($290,773)     $3,165,881
                                 =========        =======       =========



              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, 1999, 1998, and 1997

                                     1999            1998            1997
                                  -----------     ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $1,000,328      $3,346,507      $1,195,196
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties           338,190         532,041         546,957
      Impairment provision               -               -            530,988
      Gain on sale of
         oil and gas properties   (    21,562)    (    65,551)    (   203,247)
      (Increase) decrease in
         accounts receivable      (   183,705)        236,818         145,056
      Increase in
         deferred charge          (    50,487)    (    10,022)    (     9,708)
      Increase (decrease) in
         accounts payable              11,929     (    64,371)    (    47,491)
      Increase (decrease) in
         gas imbalance payable          2,100     (     4,881)          7,616
      Increase (decrease) in
         accrued liability        (     1,152)         10,162           2,321
                                    ---------       ---------       ---------
   Net cash provided by
      operating activities         $1,095,641      $3,980,703      $2,167,688
                                    ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($   45,756)    ($   83,614)    ($   20,782)
   Proceeds from sale of
      oil and gas properties           39,541          82,454         251,335
                                    ---------       ---------       ---------
   Net cash provided (used) by
      investing activities        ($    6,215)    ($    1,160)     $  230,553
                                    ---------       ---------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($  823,609)    ($4,517,096)    ($2,322,924)
                                    ---------       ---------       ---------
   Net cash used by financing
      Activities                  ($  823,609)    ($4,517,096)    ($2,322,924)
                                    ---------       ---------       ---------





                                      F-11
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       $  265,817     ($  537,553)     $   75,317

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             107,021         644,574         569,257
                                    ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $  372,838      $  107,021      $  644,574
                                    =========       =========       =========






              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.



                                    PricewaterhouseCoopers LLP



Tulsa, Oklahoma
February 8, 2000



                                      F-13
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999            1998
                                                ----------      ----------

CURRENT ASSETS:
   Cash and cash equivalents                    $  204,820      $   66,617
   Accounts receivable:
      Oil and gas sales                            244,751         157,275
                                                 ---------       ---------
      Total current assets                      $  449,571      $  223,892

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                        1,225,550       1,382,430

DEFERRED CHARGE                                    129,664         153,412
                                                 ---------       ---------
                                                $1,804,785      $1,759,734
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   38,355      $   29,848
   Gas imbalance payable                            20,300          38,249
                                                 ---------       ---------
      Total current liabilities                 $   58,655      $   68,097

ACCRUED LIABILITY                               $   54,063      $   59,308

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  119,145)    ($  133,264)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,811,212       1,765,593
                                                 ---------       ---------
      Total Partners' capital                   $1,692,067      $1,632,329
                                                 ---------       ---------
                                                $1,804,785      $1,759,734
                                                 =========       =========




              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, 1999, 1998, and 1997

                                       1999            1998             1997
                                    ----------      ----------       ----------
REVENUES:
   Oil and gas sales                $1,296,468      $1,136,474       $1,796,657
   Interest income                       5,862          25,163           11,360
   Gain on sale of oil
      and gas properties                 3,257         177,795          156,919
   Gas contract settlement
      income                              -          1,197,148             -
   Other income                           -               -               1,931
                                     ---------       ---------        ---------
                                    $1,305,587      $2,536,580       $1,966,867

COSTS AND EXPENSES:
   Lease operating                  $  345,340      $  351,162       $  397,402
   Production tax                       94,982          75,947          130,419
   Depreciation, depletion,
      and amortization of oil
      and gas properties               180,007         246,338          268,219
   Impairment provision                   -               -              66,617
   General and administrative          183,887         184,538          193,799
                                     ---------       ---------        ---------
                                    $  804,216      $  857,985       $1,056,456
                                     ---------       ---------        ---------
NET INCOME                          $  501,371      $1,678,595       $  910,411
                                     =========       =========        =========

GENERAL PARTNER - NET INCOME        $   65,752      $   95,091       $   57,028
                                     =========       =========        =========

LIMITED PARTNERS - NET
   INCOME                           $  435,619      $1,583,504       $  853,383
                                     =========       =========        =========

NET INCOME per Unit                 $     2.82      $    10.24       $     5.52
                                     =========       =========        =========

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, 1999, 1998, and 1997

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

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
   Net income                       435,619        65,752          501,371
   Cash distributions           (   390,000)    (  51,633)     (   441,633)
                                  ---------       -------        ---------

Balance, Dec. 31, 1999           $1,811,212     ($119,145)      $1,692,067
                                  =========       =======        =========







              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, 1999, 1998, and 1997

                                       1999            1998            1997
                                    ----------      ----------      ----------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $  501,371      $1,678,595      $  910,411
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties            180,007         246,338         268,219
      Impairment provision                -               -             66,617
      Gain on sale of oil
         and gas properties        (     3,257)    (   177,795)    (   156,919)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales         (    87,476)        116,124          66,783
      (Increase) decrease in
         accounts receivable -
         other                            -              1,931     (     1,931)
      (Increase) decrease in
         deferred charge                23,748     (    13,791)         25,332
      Increase (decrease) in
         accounts payable                8,507     (     3,445)    (    36,434)
      Increase (decrease) in
         gas imbalance payable     (    17,949)         15,686          12,177
      Increase (decrease) in
         accrued liability         (     5,245)          9,661     (    19,501)
                                     ---------       ---------       ---------
   Net cash provided by
      operating activities          $  599,706      $1,873,304      $1,134,754
                                     ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   29,574)    ($   34,333)    ($    5,112)
   Proceeds from sale of
      oil and gas properties             9,704         250,629         208,805
                                     ---------       ---------      ----------
   Net cash provided (used)
      by investing activities      ($   19,870)     $  216,296      $  203,693
                                     ---------       ---------      ----------





                                      F-17
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($  441,633)    ($2,381,078)    ($1,367,686)
                                     ---------       ---------       ---------
   Net cash used by financing
      Activities                   ($  441,633)    ($2,381,078)    ($1,367,686)
                                     ---------       ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  138,203     ($  291,478)    ($   29,239)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               66,617         358,095         387,334
                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  204,820      $   66,617      $  358,095
                                     =========       =========       =========






              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.










                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
February 8, 2000



                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999            1998
                                                ----------      ----------

CURRENT ASSETS:
   Cash and cash equivalents                    $  547,528      $  311,556
   Accounts receivable:
      Oil and gas sales                            461,491         342,433
                                                 ---------       ---------
      Total current assets                      $1,009,019      $  653,989

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,315,758       2,726,713

DEFERRED CHARGE                                    415,812         614,207
                                                 ---------       ---------
                                                $3,740,589      $3,994,909
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   76,408      $   67,934
   Gas imbalance payable                           114,149         149,648
                                                 ---------       ---------
      Total current liabilities                 $  190,557      $  217,582

ACCRUED LIABILITY                               $  146,343      $  206,215

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  236,260)    ($  247,182)
   Limited Partners, issued and
      outstanding, 314,878 Units                 3,639,949       3,818,294
                                                 ---------       ---------
      Total Partners' capital                   $3,403,689      $3,571,112
                                                 ---------       ---------
                                                $3,740,589      $3,994,909
                                                 =========       =========





              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, 1999, 1998, and 1997

                                      1999            1998              1997
                                  ------------    ------------      ------------
REVENUES:
   Oil and gas sales              $2,598,616      $2,411,051        $4,314,154
   Interest income                    15,031          66,699            28,919
   Gain on sale of oil
      and gas properties              36,944         496,238           447,981
   Gas contract settlement
      income                            -          3,033,646              -
   Other                                -               -               20,267
                                   ---------       ---------         ---------
                                  $2,650,591      $6,007,634        $4,811,321

COSTS AND EXPENSES:
   Lease operating                $  924,509      $  777,607        $1,331,185
   Production tax                    182,274         168,364           325,902
   Depreciation, depletion,
      and amortization of oil
      and gas properties             425,805         518,991           689,112
   Impairment provision                 -               -              143,957
   General and administrative        371,301         374,675           397,583
                                   ---------       ---------         ---------
                                  $1,903,889      $1,839,637        $2,887,739
                                   ---------       ---------         ---------
NET INCOME                        $  746,702      $4,167,997        $1,923,582
                                   =========       =========         =========

GENERAL PARTNER - NET INCOME      $  106,047      $  225,825        $  127,204
                                   =========       =========         =========

LIMITED PARTNERS -
NET INCOME                        $  640,655      $3,942,172        $1,796,378
                                   =========       =========         =========

NET INCOME per Unit               $     2.03      $    12.52        $     5.70
                                   =========       =========         =========

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, 1999, 1998, and 1997

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

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
   Net income                     640,655         106,047          746,702
   Cash distributions         (   819,000)      (  95,125)     (   914,125)
                                ---------         -------        ---------

Balance, Dec. 31, 1999         $3,639,949       ($236,260)      $3,403,689
                                =========         =======        =========




              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, 1999, 1998, and 1997

                                       1999            1998            1997
                                   ------------    ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $  746,702      $4,167,997      $1,923,582
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties            425,805         518,991         689,112
      Impairment provision                -               -            143,957
      Gain on sale of oil
         and gas properties        (    36,944)    (   496,238)    (   447,981)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales         (   119,058)        304,317         146,433
      (Increase) decrease in
         accounts receivable -
         other                            -             20,267     (    20,267)
      (Increase) decrease in
         deferred charge               198,395     (    69,862)        318,794
      Increase (decrease) in
         accounts payable                8,474     (    18,124)    (    73,909)
      Increase (decrease) in
         gas imbalance payable     (    35,499)         42,644     (    11,309)
      Decrease in
         accrued liability         (    59,872)    (    32,868)    (    27,699)
                                     ---------       ---------       ---------
   Net cash provided by
     operating activities           $1,128,003      $4,437,124      $2,640,713
                                     ---------       ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   14,850)    ($    1,639)    ($   41,889)
   Proceeds from sale of
      oil and gas properties            36,944         669,933         629,832
                                     ---------       ---------       ---------
   Net cash provided
      by investing activities       $   22,094      $  668,294      $  587,943
                                     ---------       ---------       ---------





                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($  914,125)    ($5,945,004)    ($2,984,251)
                                     ---------       ---------       ---------
   Net cash used by financing
      Activities                   ($  914,125)    ($5,945,004)    ($2,984,251)
                                     ---------       ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        $  235,972     ($  839,586)     $  244,405

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              311,556       1,151,142         906,737
                                     ---------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  547,528      $  311,556      $1,151,142
                                     =========       =========       =========




              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.




                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
February 8, 2000




                                      F-25
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999            1998
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  450,833      $  376,779
   Accounts receivable:
      Oil and gas sales                            319,501         220,028
                                                 ---------       ---------
      Total current assets                      $  770,334      $  596,807

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,035,168       2,388,613

DEFERRED CHARGE                                    216,068         275,532
                                                 ---------       ---------
                                                $3,021,570      $3,260,952
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   48,834      $   38,881
   Gas imbalance payable                           151,074         148,458
                                                 ---------       ---------
      Total current liabilities                 $  199,908      $  187,339

ACCRUED LIABILITY                               $   42,252      $   81,050

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  162,586)    ($  173,306)
   Limited Partners, issued and
      outstanding, 228,821 Units                 2,941,996       3,165,869
                                                 ---------       ---------
      Total Partners' capital                   $2,779,410      $2,992,563
                                                 ---------       ---------
                                                $3,021,570      $3,260,952
                                                 =========       =========





              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, 1999, 1998, and 1997

                                     1999             1998            1997
                                 ------------     ------------    ------------

REVENUES:
   Oil and gas sales              $1,810,725       $1,704,463      $2,616,003
   Interest income                    14,505           99,814          21,722
   Gain on sale of oil
      and gas properties              23,406          328,245         272,654
   Gas contract settlement
      income                            -           6,159,355            -
                                   ---------        ---------       ---------
                                  $1,848,636       $8,291,877      $2,910,379

COSTS AND EXPENSES:
   Lease operating                $  429,026       $  550,014      $  700,409
   Production tax                    128,863          122,476         208,912
   Depreciation, depletion,
      and amortization of oil
      and gas properties             356,203          544,040         626,965
   Impairment provision                 -                -            992,851
   General and administrative        270,387          276,331         314,835
                                   ---------        ---------       ---------
                                  $1,184,479       $1,492,861      $2,843,972
                                   ---------        ---------       ---------
NET INCOME                        $  664,157       $6,799,016      $   66,407
                                   =========        =========       =========

GENERAL PARTNER - NET INCOME      $   76,030       $  356,722      $   66,976
                                   =========        =========       =========

LIMITED PARTNERS -
   NET INCOME (LOSS)              $  588,127       $6,442,294     ($      569)
                                   =========        =========       =========

NET INCOME per Unit               $     2.57       $    28.15      $      .00
                                   =========        =========       =========

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, 1999, 1998, and 1997

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

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
   Net income                     588,127          76,030         664,157
   Cash distributions         (   812,000)      (  65,310)    (   877,310)
                                ---------         -------       ---------

Balance, Dec. 31, 1999         $2,941,996       ($162,586)     $2,779,410
                                =========         =======       =========




              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, 1999, 1998, and 1997

                                        1999           1998           1997
                                    ------------   ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $  664,157     $6,799,016     $   66,407
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties             356,203        544,040        626,965
      Impairment provision                 -              -           992,851
      Gain on sale of oil
         and gas properties         (    23,406)   (   328,245)   (   272,654)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales          (    99,473)       195,349         97,196
      (Increase) decrease in
         accounts receivable -
         other                             -               110    (       110)
      Decrease in deferred
         charge                          59,464         54,999         25,116
      Increase (decrease) in
         accounts payable                 9,953    (    61,722)   (    32,578)
      Increase (decrease) in
         gas imbalance payable            2,616    (    22,631)         9,908
      Increase (decrease) in
         accrued liability          (    38,798)        17,425          4,391
                                      ---------      ---------      ---------
   Net cash provided by
      operating activities           $  930,716     $7,198,341     $1,517,492
                                      ---------      ---------      ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($    7,221)   ($  120,953)   ($   40,623)
   Proceeds from sale of
      oil and gas properties             27,869        357,625        431,541
                                      ---------      ---------      ---------
  Net cash provided by
     investing activities            $   20,648     $  236,672     $  390,918
                                      ---------      ---------      ---------





                                      F-29
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($  877,310)   ($7,729,011)   ($1,766,398)
                                      ---------      ---------      ---------
   Net cash used by financing
      Activities                    ($  877,310)   ($7,729,011)   ($1,766,398)
                                      ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS         $   74,054    ($  293,998)    $  142,012

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               376,779        670,777        528,765
                                      ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  450,833     $  376,779     $  670,777
                                      =========      =========      =========





              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.





                                    PricewaterhouseCoopers LLP





Tulsa, Oklahoma
February 8, 2000




                                      F-31
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999            1998
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  280,098      $  153,240
   Accounts receivable:
      Oil and gas sales                            286,995         187,525
                                                 ---------       ---------
      Total current assets                      $  567,093      $  340,765

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,792,192       2,086,592

DEFERRED CHARGE                                     34,366          46,373
                                                 ---------       ---------
                                                $2,393,651      $2,473,730
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   27,269      $   24,007
   Gas imbalance payable                             5,208           4,233
                                                 ---------       ---------
      Total current liabilities                 $   32,477      $   28,240

ACCRUED LIABILITY                               $   22,508      $   24,995

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  112,893)    ($  144,763)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,451,559       2,565,258
                                                 ---------       ---------
      Total Partners' capital                   $2,338,666      $2,420,495
                                                 ---------       ---------
                                                $2,393,651      $2,473,730
                                                 =========       =========





              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, 1999, 1998, and 1997

                                   1999             1998            1997
                                ----------       ----------      ----------
REVENUES:
   Oil and gas sales            $1,665,336       $1,444,802      $2,191,389
   Interest income                   7,673           18,145          17,447
   Gain on sale of oil
      and gas properties               565          657,881         557,746
                                 ---------        ---------       ---------
                                $1,673,574       $2,120,828      $2,766,582

COSTS AND EXPENSES:
   Lease operating              $  350,094       $  301,416      $  396,093
   Production tax                  101,253           96,998         150,372
   Depreciation, depletion,
      and amortization of oil
      and gas properties           306,818          360,697         409,001
   Impairment provision               -                -          1,377,160
   General and administrative      201,912          201,745         204,398
                                 ---------        ---------       ---------
                                $  960,077       $  960,856      $2,537,024
                                 ---------        ---------       ---------
NET INCOME                      $  713,497       $1,159,972      $  229,558
                                 =========        =========       =========

GENERAL PARTNER - NET INCOME    $   98,196       $   71,519      $   81,927
                                 =========        =========       =========

LIMITED PARTNERS - NET INCOME   $  615,301       $1,088,453      $  147,631
                                 =========        =========       =========

NET INCOME per Unit             $     3.59       $     6.35      $      .86
                                 =========        =========       =========

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, 1999, 1998, and 1997


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

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
   Net income                        615,301         98,196        713,497
   Cash distributions            (   729,000)     (  66,326)   (   795,326)
                                   ---------        -------      ---------

Balance, Dec. 31, 1999            $2,451,559      ($112,893)    $2,338,666
                                   =========        =======      =========





              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, 1999, 1998, and 1997

                                       1999            1998           1997
                                    ------------    ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $  713,497      $1,159,972     $  229,558
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
          and amortization of oil
          and gas properties            306,818         360,697        409,001
      Impairment provision                 -               -         1,377,160
      Gain on sale of oil
          and gas properties        (       565)    (   657,881)   (   557,746)
      (Increase) decrease in
          accounts receivable -
          oil and gas sales         (    99,470)        146,569         95,745
      Decrease in
          accounts receivable
          - general partner                -               -            15,285
      (Increase) decrease in
         accounts receivable -
         other                             -                 43    (        43)
      Decrease in deferred
         charge                          12,007          10,494         14,836
      Increase (decrease) in
          accounts payable                3,262     (    40,341)        21,430
      Increase (decrease) in
          gas imbalance payable             975     (    20,951)   (     6,393)
      Decrease in
          accrued liability         (     2,487)    (     2,912)   (       415)
                                      ---------       ---------      ---------
   Net cash provided by
      operating activities           $  934,037      $  955,690     $1,598,418
                                      ---------       ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   20,155)    ($   75,167)   ($   65,635)
   Proceeds from sale of
      oil and gas properties              8,302         717,792        758,534
                                      ---------       ---------      ---------
   Net cash provided (used) by
      investing activities          ($   11,853)     $  642,625     $  692,899
                                      ---------       ---------      ---------




                                      F-35
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($  795,326)    ($2,186,927)   ($1,991,368)
                                      ---------       ---------      ---------
   Net cash used by financing
      Activities                    ($  795,326)    ($2,186,927)   ($1,991,368)
                                      ---------       ---------      ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS              $  126,858     ($  588,612)    $  299,949

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               153,240         741,852        441,903
                                      ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  280,098      $  153,240     $  741,852
                                      =========       =========      =========







              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






                                    PricewaterhouseCoopers LLP






Tulsa, Oklahoma
February 8, 2000




                                      F-37
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                 1999             1998
                                              ----------       ----------
CURRENT ASSETS:
   Cash and cash equivalents                  $  633,816       $  333,168
   Accounts receivable:
      Oil and gas sales                          605,936          398,538
                                               ---------        ---------
      Total current assets                    $1,239,752       $  731,706

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,857,776        4,492,141

DEFERRED CHARGE                                   77,306          101,955
                                               ---------        ---------
                                              $5,174,834       $5,325,802
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $   58,877       $   51,385
   Gas imbalance payable                          11,288            9,029
                                               ---------        ---------
      Total current liabilities               $   70,165       $   60,414

ACCRUED LIABILITY                             $   52,863       $   57,830

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  266,026)     ($  304,885)
   Limited Partners, issued and
      outstanding, 372,189 Units               5,317,832        5,512,443
                                               ---------        ---------
      Total Partners' capital                 $5,051,806       $5,207,558
                                               ---------        ---------
                                              $5,174,834       $5,325,802
                                               =========        =========







              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, 1999, 1998, and 1997

                                      1999          1998             1997
                                   ----------     ----------     ----------
REVENUES:
   Oil and gas sales               $3,527,599     $3,072,455     $4,670,245
   Interest income                     16,880         38,524         37,746
   Gain on sale of oil
      and gas properties                1,063      1,374,966      1,226,822
                                    ---------      ---------      ---------

                                   $3,545,542     $4,485,945     $5,934,813

COSTS AND EXPENSES:
   Lease operating                 $  749,121     $  643,300     $  859,059
   Production tax                     216,108        209,399        326,663
   Depreciation, depletion,
      and amortization of oil
      and gas properties              660,153        778,782        916,396
   Impairment provision                  -              -         3,101,656
   General and administrative         438,106        437,963        443,590
                                    ---------      ---------      ---------
                                   $2,063,488     $2,069,444     $5,647,364
                                    ---------      ---------      ---------

NET INCOME                         $1,482,054     $2,416,501     $  287,449
                                    =========      =========      =========

GENERAL PARTNER - NET INCOME       $   99,665     $  150,050     $  172,947
                                    =========      =========      =========

LIMITED PARTNERS - NET INCOME      $1,382,389     $2,266,451     $  114,502
                                    =========      =========      =========

NET INCOME per Unit                $     3.71     $     6.09     $      .31
                                    =========      =========      =========

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, 1999, 1998, and 1997


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

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
   Net income                    1,382,389         99,665        1,482,054
   Cash distributions         (  1,577,000)     (  60,806)    (  1,637,806)
                                ----------        -------       ----------

Balance, Dec. 31, 1999         $ 5,317,832      ($266,026)     $ 5,051,806
                                ==========        =======       ==========





              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, 1999, 1998, and 1997

                                        1999            1998           1997
                                    ------------    ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $1,482,054      $2,416,501     $  287,449
   Adjustments to reconcile
      net income to
      net cash provided by
         operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties             660,153         778,782        916,396
      Impairment provision                 -               -         3,101,656
      Gain on sale of oil
         and gas properties         (     1,063)    ( 1,374,966)   ( 1,226,822)
      Decrease in
        accounts receivable -
        general partner                    -               -            34,620
      (Increase) decrease in
         accounts receivable -
        oil and gas sales           (   207,398)        311,798        201,103
      Decrease in
         deferred charge                 24,649          22,022         31,741
      Increase (decrease) in
         accounts payable                 7,492     (    84,376)        42,114
      Increase (decrease) in
         gas imbalance payable            2,259     (    48,221)   (    14,745)
      Increase (decrease) in
         accrued liability          (     4,967)    (     6,279)         7,197
                                      ---------       ---------      ---------
  Net cash provided by
   operating activities              $1,963,179      $2,015,261     $3,380,709
                                      ---------       ---------      ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   42,704)    ($  162,692)   ($  143,657)
   Proceeds from sale of
      oil and gas properties             17,979       1,503,817      1,658,135
                                      ---------       ---------      ---------
   Net cash provided (used) by
      investing activities          ($   24,725)     $1,341,125     $1,514,478
                                      ---------       ---------      ---------




                                      F-41
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($1,637,806)    ($4,587,543)   ($4,263,027)
                                      ---------       ---------      ---------
   Net cash used by financing
      Activities                    ($1,637,806)    ($4,587,543)   ($4,263,027)
                                      ---------       ---------      ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS              $  300,648     ($1,231,157)    $  632,160

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               333,168       1,564,325        932,165
                                      ---------       ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  633,816      $  333,168     $1,564,325
                                      =========       =========      =========









              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, 1999 and 1998, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management;  our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.







                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 8, 2000




                                      F-43
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 1999 and 1998

                                    ASSETS
                                    ------

                                                   1999            1998
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  147,018      $   78,275
   Accounts receivable:
      Oil and gas sales                            143,876          95,260
                                                 ---------       ---------
      Total current assets                      $  290,894      $  173,535

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   906,816       1,057,945

DEFERRED CHARGE                                     18,072          23,749
                                                 ---------       ---------
                                                $1,215,782      $1,255,229
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   14,504      $   12,408
   Gas imbalance payable                             2,789            -
                                                 ---------       ---------
      Total current liabilities                 $   17,293      $   12,408

ACCRUED LIABILITY                               $   11,016      $   12,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   66,614)    ($   75,631)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,254,087       1,306,389
                                                 ---------       ---------
      Total Partners' capital                   $1,187,473      $1,230,758
                                                 ---------       ---------
                                                $1,215,782      $1,255,229
                                                 =========       =========






              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, 1999, 1998, and 1997

                                    1999             1998             1997
                                 ----------       ----------       ----------
REVENUES:
   Oil and gas sales             $  836,927       $  733,613       $1,119,734
   Interest income                    3,613            8,669            8,764
   Gain on sale of
      oil and gas properties            421          317,342          286,788
                                  ---------        ---------        ---------

                                 $  840,961       $1,059,624       $1,415,286

COSTS AND EXPENSES:
   Lease operating               $  180,929       $  154,123       $  209,123
   Production tax                    51,729           51,340           80,919
   Depreciation, depletion,
      and amortization of oil
      and gas properties            157,329          178,994          202,115
   Impairment provision                -                -             785,220
   General and administrative       108,016          107,912          109,301
                                  ---------        ---------        ---------
                                 $  498,003       $  492,369       $1,386,678
                                  ---------        ---------        ---------
NET INCOME                       $  342,958       $  567,255       $   28,608
                                  =========        =========        =========

GENERAL PARTNER - NET INCOME     $   23,260       $   35,089       $   40,425
                                  =========        =========        =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                         $  319,698       $  532,166      ($   11,817)
                                  =========        =========        =========

NET INCOME (LOSS) per Unit       $     3.49       $     5.80      ($      .13)
                                  =========        =========        =========

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, 1999, 1998, and 1997


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

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
   Net income                        319,698        23,260         342,958
   Cash distributions            (   372,000)     ( 14,243)    (   386,243)
                                   ---------        ------       ---------

Balance, Dec. 31, 1999            $1,254,087      ($66,614)     $1,187,473
                                   =========        ======       =========
























              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, 1999, 1998, and 1997

                                              1999         1998         1997
                                            --------     --------      --------

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                               $342,958     $567,255      $ 28,608
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                 157,329       178,994       202,115
      Impairment provision                     -             -          785,220
      Gain on sale of oil
         and gas properties               (     421)    ( 317,342)    ( 286,788)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                (  48,616)       73,573        47,741
      Decrease in
        accounts receivable -
        general partner                        -             -            9,151
      Decrease in
         deferred charge                      5,677         5,770         8,703
      Increase (decrease) in
         accounts payable                     2,096     (  19,517)        8,571
      Increase (decrease) in gas
         imbalance payable                    2,789     (  13,149)    (   3,398)
      Increase (decrease) in
         accrued liability                (   1,047)    (   2,585)          509
                                            -------       -------       -------
  Net cash provided by
   operating activities                    $460,765      $472,999      $800,432
                                            -------       -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                   ($ 10,121)    ($ 40,018)    ($ 35,978)
   Proceeds from sale of
      oil and gas properties                  4,342       345,716       414,950
                                            -------       -------       -------
   Net cash provided (used) by
      investing activities                ($  5,779)     $305,698      $378,972
                                            -------       -------       -------




                                      F-47
<PAGE>




CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                    ($  386,243) ($1,064,924)  ($1,036,386)
                                           ---------    ---------     ---------
   Net cash used by financing
      Activities                         ($  386,243) ($1,064,924)  ($1,036,386)
                                           ---------    ---------     ---------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                   $   68,743  ($  286,227)   $  143,018

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     78,275      364,502    $  221,484
                                           ---------    ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  147,018   $   78,275    $  364,502
                                           =========    =========     =========





              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, 1999, 1998, and 1997

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, 1999:





                                      F-49
<PAGE>




                         Number of           Percent of
      Partnership       Units Owned       Outstanding Units
      -----------       -----------       -----------------
         II-A              93,127               19.2%
         II-B              70,425               19.5%
         II-C              37,953               24.5%
         II-D              51,109               16.2%
         II-E              46,087               20.1%
         II-F              28,182               16.4%
         II-G              50,377               13.5%
         II-H              16,548               18.0%

      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.


      Allocation of Costs and Revenues

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



                                      F-50
<PAGE>




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

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

----------

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



                                      F-51
<PAGE>




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

      The II-C  Partnership  achieved  payout during the fourth quarter of 1998.
The II-D, II-E, and II-F Partnerships  achieved payout during the second, third,
and  first  quarters  of 1999,  respectively.  The  II-A  and II-G  Partnerships
achieved payout during the first quarter of 2000.  After payout,  operations and
revenues for the II-A, II-C, II-D, II-E, II-F, and II-G  Partnerships  have been
and will be allocated using the 10% / 90% after payout  percentages as described
in Footnote 3 to the table above.


      Basis of Presentation

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


      Cash and Cash Equivalents

      The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.


      Credit Risks

      Accrued  oil and gas sales  which  are due from a  variety  of oil and gas
purchasers  subject the  Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.


      Oil and Gas Properties

      The  Partnerships  follow the successful  efforts method of accounting for
their  oil  and  gas  properties.  Under  the  successful  efforts  method,  the
Partnerships  capitalize all property  acquisition  costs and development  costs
incurred in  connection  with the further  development  of oil and gas reserves.
Property  acquisition  costs include costs incurred by the  Partnerships  or the
General  Partner  to  acquire  producing  properties,  including  related  title
insurance or examination costs, commissions,  engineering,  legal and accounting
fees, and similar costs directly related to the acquisitions,  plus an allocated
portion of the General Partners'  property screening costs. The acquisition cost
to the Partnership of properties  acquired by the General Partner is adjusted to
reflect the net



                                      F-52
<PAGE>




cash  results  of  operations,   including  interest  incurred  to  finance  the
acquisition,  for the  period  of time the  properties  are held by the  General
Partner.   Leasehold  impairment  for  unproved  properties  is  based  upon  an
individual  property  assessment and exploratory  experience.  Upon discovery of
commercial reserves, leasehold costs are transferred to producing properties.


      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent barrel of oil
produced  during the years  ended  December  31,  1999,  1998,  and 1997 were as
follows:

            Partnership       1999        1998        1997
            -----------       -----       -----       -----

               II-A           $2.18       $2.46       $2.19
               II-B            1.68        2.61        2.26
               II-C            1.78        2.55        2.24
               II-D            2.11        2.47        2.29
               II-E            2.61        3.74        3.62
               II-F            2.36        2.93        2.87
               II-G            2.40        2.98        3.01
               II-H            2.42        2.87        2.78

      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 1999,  1998,  and 1997, the  Partnerships  recorded the
following non-cash charges against earnings (impairment provisions):





                                      F-53
<PAGE>




            Partnership         1999           1998           1997
            -----------       --------       --------       --------
                 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.

      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, 1999 and 1998,  cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata  share  of total  gas  production  from  these  wells by the  following
amounts:





                                      F-54
<PAGE>




                                 1999                      1998
                        ----------------------    ----------------------
      Partnership          Mcf         Amount        Mcf        Amount
      -----------       --------      --------    ---------    ---------

         II-A           785,230       $732,855    775,894      $701,486
         II-B           239,418        230,320    173,183       179,833
         II-C           198,567        129,664    206,671       153,412
         II-D           534,394        415,812    721,663       614,207
         II-E           330,480        216,068    373,755       275,532
         II-F            57,459         34,366     81,585        46,373
         II-G           128,266         77,306    179,624       101,955
         II-H            29,495         18,072     41,907        23,749

      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
average of the annual  production  costs per Mcf. At December 31, 1999 and 1998,
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:


                                1999                     1998
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           237,263     $221,438      199,453    $180,325
         II-B           101,382       97,529       95,032      98,681
         II-C            82,792       54,063       79,897      59,308
         II-D           188,077      146,343      242,292     206,215
         II-E            64,625       42,252      109,943      81,050
         II-F            37,632       22,508       43,974      24,995
         II-G            87,710       52,863      101,886      57,830
         II-H            17,979       11,016       21,287      12,063


      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



                                      F-55
<PAGE>




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, 1999 and
1998  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:


                                1999                    1998
                        --------------------    ---------------------
      Partnership         Mcf        Amount       Mcf         Amount
      -----------       -------     --------    -------     ---------

         II-A            82,534     $123,801     83,936     $125,904
         II-B            14,593       21,890     13,193       19,790
         II-C            13,533       20,300     25,499       38,249
         II-D            76,099      114,149     99,765      149,648
         II-E           100,716      151,074     98,972      148,458
         II-F             3,472        5,208      2,822        4,233
         II-G             7,525       11,288      6,019        9,029
         II-H             1,859        2,789       -            -


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



                                      F-56
<PAGE>




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.


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, 1999, 1998,
and 1997:

            Partnership         1999          1998         1997
            -----------       --------      --------     --------

               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.



                                      F-57
<PAGE>



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, 1999, 1998, and 1997:

Partnership               Purchaser                       Percentage
-----------       ------------------------          ------------------------
                                                    1999      1998     1997
                                                    -----     -----    -----

   II-A           El Paso Energy Marketing
                     Company ("El Paso")            29.3%     32.8%    29.7%
                  Amoco Production Company          16.3%     13.0%    14.8%
                  Hallwood Petroleum, Inc.
                    ("Hallwood')                      -       10.1%    12.1%

   II-B           El Paso                           37.6%     37.6%    31.8%
                  Hallwood                          13.6%     15.6%    16.3%

   II-C           El Paso                           35.4%     36.2%    29.3%

   II-D           El Paso                           27.6%     28.4%    22.8%
                  Vintage Petroleum Inc.            10.7%     10.9%      -

   II-E           El Paso                           46.3%     47.8%    41.3%

   II-F           El Paso                           23.7%     30.8%    24.5%
                  Chevron U.S.A. Inc.
                    ("Chevron")                     10.4%     13.2%      -
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                      10.0%     12.7%    11.1%

   II-G           El Paso                           23.5%     30.6%    24.3%
                  Chevron                           10.3%     13.0%      -
                  Texaco                            10.1%     12.8%    11.1%

   II-H           El Paso                           23.3%     30.2%    23.9%
                  Texaco                            10.2%     12.8%    11.1%
                  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, 1999 and 1998 were as
follows:



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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $30,969,868       $31,003,185

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,428,381)     ( 26,893,889)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 3,541,487       $ 4,109,296
                                            ==========        ==========


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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $21,399,549       $21,466,096

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,140,134)     ( 18,896,268)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,259,415       $ 2,569,828
                                            ==========        ==========






                                      F-59
<PAGE>




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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $ 9,295,714       $ 9,312,977

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  8,070,164)     (  7,930,547)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,225,550       $ 1,382,430
                                            ==========        ==========


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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $16,790,252       $16,994,856

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 14,474,494)     ( 14,268,143)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,315,758       $ 2,726,713
                                            ==========        ==========


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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $14,907,547       $15,313,160

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 12,872,379)     ( 12,924,547)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 2,035,168       $ 2,388,613
                                            ==========        ==========





                                      F-60
<PAGE>





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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $11,059,749       $11,240,487

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  9,267,557)     (  9,153,895)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 1,792,192       $ 2,086,592
                                            ==========        ==========


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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $23,632,847       $24,013,074

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,775,071)     ( 19,520,933)
                                            ----------        ----------
            Net oil and gas
               Properties                  $ 3,857,776       $ 4,492,141
                                            ==========        ==========


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

                                              1999              1998
                                          -------------     -------------

      Proved properties                    $ 5,681,892       $5,770,764

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,775,076)     ( 4,712,819)
                                             ---------        ---------
            Net oil and gas
               Properties                  $   906,816       $1,057,945
                                             =========        =========




                                      F-61
<PAGE>




      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition or exploration activities during 1999, 1998, or 1997. Costs incurred
by the  Partnerships  in  connection  with  oil  and  gas  property  development
activities during 1999, 1998, and 1997 were as follows:

            Partnership         1999          1998         1997
            -----------       --------      --------     --------

               II-A            $39,957      $280,907     $237,163
               II-B             45,756        83,614       20,782
               II-C             29,574        34,333        5,112
               II-D             14,850         1,639       41,889
               II-E              7,221       120,953       40,623
               II-F             20,155        75,167       65,635
               II-G             42,704       162,692      143,657
               II-H             10,121        40,018       35,978


      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, 1999, 1998, and
1997 were  estimated  by  petroleum  engineers  employed  by  affiliates  of the
Partnerships.  Certain reserve  information was reviewed by Ryder Scott Company,
L.P., an  independent  petroleum  engineering  firm.  The following  information
includes certain gas balancing adjustments which cause the gas volumes to differ
from the reserve  reports  prepared by the General Partner and reviewed by Ryder
Scott.




                                      F-62
<PAGE>




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

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

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
   Production                                   ( 84,033)      (1,149,550)
   Extensions and discoveries                      3,888           28,864
   Revision of previous
      estimates                                  449,713          435,306
                                                 -------        ---------
Proved reserves, Dec. 31, 1999                   730,031        7,047,401
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 1999                             729,967        7,045,456
                                                 =======        =========




                                      F-63
<PAGE>



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

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

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
   Production                                   ( 56,749)      (  870,203)
   Extensions and discoveries                      6,352           47,148
   Revision of previous
      estimates                                  262,357          785,597
                                                 -------        ---------
Proved reserves, Dec. 31, 1999                   451,787        5,273,295
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 1999                             451,787        5,273,295
                                                 =======        =========




                                      F-64
<PAGE>





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

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

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
   Production                                   ( 17,691)      (  500,545)
   Extensions and discoveries                      2,725           20,208
   Revision of previous
      estimates                                   83,580          483,041
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   187,281        3,606,449
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 1999                             187,281        3,606,449
                                                 =======        =========



                                      F-65
<PAGE>




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

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

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
   Production                                   ( 33,890)      ( 1,010,194)
   Revision of previous
      estimates                                  314,019         1,272,422
                                                 -------         ----------

Proved reserves, Dec. 31, 1999                   537,111         8,486,921
                                                 =======        ==========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 1999                             537,111         8,486,921
                                                 =======        ==========



                                      F-66
<PAGE>




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

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

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
   Production                                   ( 32,352)      (  624,562)
   Revision of previous
      estimates                                  126,214          253,008
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   257,061        4,088,078
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 1999                             257,061        4,088,078
                                                 =======        =========



                                      F-67
<PAGE>




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

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

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
   Production                                   ( 34,859)      (  569,382)
   Sales of minerals in
      place                                     (    183)      (    1,546)
   Revision of previous
      Estimates                                   82,817          160,740
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   288,716        3,215,124
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 1999                             288,716        3,215,124
                                                 =======        =========




                                      F-68
<PAGE>




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


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

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
   Production                                   ( 73,361)      ( 1,210,210)
   Sales of minerals in
      place                                     (    414)      (     3,502)
   Revision of previous
      Estimates                                  173,496           343,572
                                                 -------        ----------

Proved reserves, Dec. 31, 1999                   607,214         6,898,144
                                                 =======        ==========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 1999                             607,214         6,898,144
                                                 =======        ==========



                                      F-69
<PAGE>




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

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

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
   Production                                   ( 17,055)      (  287,724)
   Sales of minerals in
      place                                     (    110)      (      925)
   Revision of previous
      Estimates                                   40,154           79,652
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   142,155        1,673,358
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 1999                             142,155        1,673,358
                                                 =======        =========




                                      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, 1999  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                  $32,560,933          $22,234,028
   Future production and
      development costs                ( 11,218,519)        (  7,407,239)
                                         ----------           ----------

         Future net cash
            flows                       $21,342,414          $14,826,789

   10% discount to
      reflect timing of
      cash flows                       (  8,772,202)        (  5,446,450)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $12,570,212          $ 9,380,339
                                         ==========           ==========





                                      F-71
<PAGE>





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

   Future cash inflows                  $12,441,261          $30,279,331
   Future production and
      development costs                (  3,759,714)        ( 10,464,950)
                                         ----------           ----------

         Future net cash
            flows                       $ 8,681,547          $19,814,381

   10% discount to
      reflect timing of
      cash flows                       (  3,612,713)        (  8,687,253)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $ 5,068,834          $11,127,128
                                         ==========           ==========


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

   Future cash inflows                  $14,869,537          $13,734,585
   Future production and
      development costs                (  4,478,341)        (  3,599,080)
                                         ----------           ----------

         Future net cash
            flows                       $10,391,196          $10,135,505

   10% discount to
      reflect timing of
      cash flows                       (  4,109,455)        (  4,325,066)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flow                              $ 6,281,741          $ 5,810,439
                                         ==========           ==========





                                      F-72
<PAGE>





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

   Future cash inflows                  $29,209,285          $ 6,977,383
   Future production and
      development costs                (  7,713,823)        (  1,864,139)
                                         ----------           ----------

         Future net cash
            flows                       $21,495,462          $ 5,113,244

   10% discount to
      reflect timing of
      cash flows                       (  9,170,889)        (  2,181,990)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $12,324,573          $ 2,931,254
                                         ==========           ==========


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, 1999 using oil and
gas prices of approximately $22.75 per barrel and $2.24 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,  L.P.  for Geodyne  Energy  Income
            Limited Partnership II-A.

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

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

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

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

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

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

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



                                      F-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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

*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, 1999 and for the year ended
            December 31, 1999.

            All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.


                                      F-77