<PAGE>

                             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, 1996

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      No   X   (See explanation below).
           -----   -----
<PAGE>
<PAGE>
Quarterly Report on  Form 10-Q for  the three months  ended March  31,
1996 was filed on May 21, 1996, one day after the required due date.

     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

                                  ii
<PAGE>
<PAGE>
                             FORM 10-K405
                           TABLE OF CONTENTS


PART I  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 1.   BUSINESS . . . . . . . . . . . . . . . . . . . . .    1
     ITEM 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . .    7
     ITEM 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . . . . .   22
     ITEM 4.   SUBMISSION  OF  MATTERS  TO   A  VOTE  OF  LIMITED
               PARTNERS . . . . . . . . . . . . . . . . . . . . .   26

PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
     ITEM 5.   MARKET  FOR  UNITS  AND  RELATED  LIMITED  PARTNER
               MATTERS  . . . . . . . . . . . . . . . . . . . . .   27
     ITEM 6.   SELECTED FINANCIAL DATA  . . . . . . . . . . . . .   29
     ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS  . . . . . . .   38
     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  . . .   71
     ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON
               ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . .   72

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
     ITEM 10.  DIRECTORS  AND EXECUTIVE  OFFICERS OF  THE GENERAL
               PARTNER  . . . . . . . . . . . . . . . . . . . . .   72
     ITEM 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   73
     ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL OWNERS
               AND MANAGEMENT . . . . . . . . . . . . . . . . . .   83
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . .   85

PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
     ITEM 14.  EXHIBITS,   FINANCIAL  STATEMENT   SCHEDULES,  AND
               REPORTS ON FORM 8-K  . . . . . . . . . . . . . . .   88
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .   94

                                   i
<PAGE>
<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-K  (the "Annual
Report") are references  to the  Partnership and  its related  general
partnership, collectively.  In  addition, unless the context indicates
otherwise,  all references  to the  "General  Partner" in  this Annual
Report are references to Geodyne as the general partner of the limited
partnerships  and  as the  managing  partner  of the  related  general
partnerships.

                                   1
<PAGE>
<PAGE>
     The General Partner  currently serves  as general  partner of  29
limited partnerships including the  Partnerships.  The General Partner
is a  wholly-owned subsidiary  of Samson Investment  Company.   Samson
Investment Company and  its various corporate subsidiaries,  including
the  General  Partner  (collectively,  the  "Samson  Companies"),  are
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,  1996,  the  Samson  Companies  owned
interests  in approximately  16,000 oil  and gas  wells located  in 19
states of  the United States  and Canada,  Venezuela, and Russia.   At
December 31,  1996, the Samson Companies  operated approximately 2,600
oil  and  gas wells  located in  15 states  of  the United  States and
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 the other Samson Companies.  As of March 15, 1997,
the Samson Companies employed approximately 780 persons.  No employees
are  covered  by collective  bargaining  agreements,   and  management
believes that the Samson Companies  provide 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 (800)
283-1791.


     Funding

     Although  the partnership  agreements for  the  Partnerships (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.

                                   2
<PAGE>
<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  very  difficult.   Concerning past  trends, average  yearly
wellhead gas prices in the United States have been relatively volatile
for a  number of  years.   For the past  ten years,  such prices  have
generally  been in  the $1.40  to $2.00  per Mcf  range, significantly
below  prices received in the early 1980s.   Average gas prices in the
latter  part of 1996 and  January 1997, however,  were somewhat higher
than those yearly averages.  It is not known whether this was a short-
term trend or an indicator of potentially higher average gas prices on
a longer-term basis.

                                   3
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  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 $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and  gas will likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average  price  actually  received  by the
Partnerships  for  at least  the following  year.   In  particular, it
should be noted  that December 31, 1996  prices were much higher  than
year-end prices for  the last several  years and substantially  higher
than the average prices  received in each  of the last several  years.
It is  not possible to predict whether the December 1996 pricing level
is  indicative of a new trend toward  higher energy prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  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,
1996:

                                   4
<PAGE>
<PAGE>
Partnership                  Purchaser                 Percentage
-----------     ----------------------------------     ----------

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

   II-B         Hallwood                                 18.1%
                El Paso                                  22.5%
                Amoco                                    11.0%
                J-O'B                                    11.0%

   II-C         El Paso                                  24.5%
                Amoco                                    10.5%

   II-D         El Paso                                  19.1%

   II-E         El Paso                                  30.8%

   II-F         El Paso                                  22.4%
                Texaco Exploration & Producing,
                  Inc. ("Texaco")                        12.5%

   II-G         El Paso                                  22.4%
                Texaco                                   12.6%

   II-H         El Paso                                  22.1%
                Texaco                                   12.7%


     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.

                                   5
<PAGE>
<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,  including, but  not
limited  to, the Natural Gas Act of  1938 (the "NGA"), the Natural Gas
Policy  Act of 1978 (the  "NGPA"), and regulations  promulgated by the
Federal Energy Regulatory  Commission (the "FERC") under  the NGA, the
NGPA, and other statutes.  The provisions of the NGA and the  NGPA, as
well as the  regulations thereunder,  are complex and  affect all  who
produce, resell,  transport, or  purchase gas, including  the Partner-
ships.   Although virtually all of the Partnerships' gas production is
not subject to price  regulation, the NGA, NGPA, and  FERC 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 therewith, may increase the
cost of the Partnerships' operations  or may affect the  Partnerships'
ability  to  complete,  in  a  timely  fashion,  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.  

                                   6
<PAGE>
<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 position 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, 1996.  

                          Well Statistics(1)
                        As of December 31, 1996

          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      1,140  342  733    65      54.05  30.34  18.51   5.20
II-B        278  142   91    45      34.00  19.16  10.67   4.17
II-C        352  122  203    27      13.52   4.05   9.00    .47
II-D        308  134  166     8      54.46  25.99  26.86   1.61
II-E      1,178  709  393    76      29.14  15.87  12.04   1.23
II-F      1,151  703  374    74      15.66   5.49   8.62   1.55
II-G      1,151  703  374    74      34.80  11.88  19.67   3.25
II-H      1,151  703  374    74       9.02   2.94   5.30    .78
 
---------------
(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 expressed
     as  whole  numbers and  fractions thereof.    For example,  a 15%
     leasehold  interest in a well represents one gross well, but 0.15
     net well.
(4)  Wells which have not been designated as oil or gas.


                                   7
<PAGE>
<PAGE>
     Drilling Activities

     The Partnerships  did not participate in  any drilling activities
during the year ended December 31, 1996.


     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 indica-
tive of the relationship of oil and gas prices.  The respective prices
of oil and gas are affected by market and other factors in addition to
relative energy content.  

                                   8
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                      103,230     120,420     150,281
  Gas (Mcf)                     1,737,090   1,768,316   2,226,658

Oil and gas sales:
  Oil                          $2,105,377  $2,030,710  $2,272,594
  Gas                           3,727,497   2,640,845   4,099,355
                                ---------   ---------   ---------
    Total                      $5,832,874  $4,671,555  $6,371,949
                                =========   =========   =========
Total direct operating 
  expenses                     $1,941,040  $1,846,264  $2,383,367
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     33.3%       39.5%       37.4%

Average sales price:
  Per barrel of oil                $20.40      $16.86      $15.12
  Per Mcf of gas                     2.15        1.49        1.84

Direct operating expenses per
  equivalent Bbl of oil            $ 4.94      $ 4.45      $ 4.57


                                  9
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       74,434      81,304     111,099
  Gas (Mcf)                     1,219,775   1,205,296   1,649,869

Oil and gas sales:
  Oil                          $1,557,104  $1,351,079  $1,683,529
  Gas                           2,622,423   1,853,715   3,020,100
                                ---------   ---------   ---------
    Total                      $4,179,527  $3,204,794  $4,703,629
                                =========   =========   =========
Total direct operating 
  expenses                     $1,164,713  $1,524,778  $2,014,972
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     27.9%       47.6%       42.8%

Average sales price:
  Per barrel of oil                $20.92      $16.62      $15.15
  Per Mcf of gas                     2.15        1.54        1.83

Direct operating expenses per
  equivalent Bbl of oil            $ 4.19      $ 5.40      $ 5.22


                                 10
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       25,093      26,383      34,074
  Gas (Mcf)                       685,344     737,277     975,652

Oil and gas sales:
  Oil                          $  530,533  $  446,522  $  533,966
  Gas                           1,395,407   1,073,415   1,755,200
                                ---------   ---------   ---------
    Total                      $1,925,940  $1,519,937  $2,289,166
                                =========   =========   =========
Total direct operating 
  expenses                     $  602,924  $  698,645  $  819,854
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     31.3%       46.0%       35.8%

Average sales price:
  Per barrel of oil                $21.14      $16.92      $15.67
  Per Mcf of gas                     2.04        1.46        1.80

Direct operating expenses per
  equivalent Bbl of oil            $ 4.33      $ 4.68      $ 4.17

                                  11
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       66,517      88,913      93,610
  Gas (Mcf)                     1,637,645   1,906,303   2,000,016

Oil and gas sales:
  Oil                          $1,332,558  $1,457,580  $1,415,937
  Gas                           2,996,544   2,443,936   3,433,223
                                ---------   ---------   ---------
    Total                      $4,329,102  $3,901,516  $4,849,160
                                =========   =========   =========
Total direct operating 
  expenses                     $1,800,899  $2,136,244  $1,735,761
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     41.6%       54.8%       35.8%

Average sales price:
  Per barrel of oil                $20.03      $16.39      $15.13
  Per Mcf of gas                     1.83        1.28        1.72

Direct operating expenses per
  equivalent Bbl of oil            $ 5.31      $ 5.25      $ 4.07


                                  12
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       53,804      63,680      66,656
  Gas (Mcf)                       861,464     937,469     853,317

Oil and gas sales:
  Oil                          $1,096,064  $1,070,217  $1,029,794
  Gas                           1,597,253   1,227,192   1,450,912
                                ---------   ---------   ---------
    Total                      $2,693,317  $2,297,409  $2,480,706
                                =========   =========   =========
Total direct operating 
  expenses                     $  913,077  $1,148,507  $  943,898
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     33.9%       50.0%       38.0%

Average sales price:
  Per barrel of oil                $20.37      $16.81      $15.45
  Per Mcf of gas                     1.85        1.31        1.70

Direct operating expenses per
  equivalent Bbl of oil            $ 4.63      $ 5.22      $ 4.52

                                  13
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       47,395      54,773      63,723
  Gas (Mcf)                       761,702     845,804     833,628

Oil and gas sales:
  Oil                          $  939,731  $  882,021  $  946,186
  Gas                           1,493,582   1,146,571   1,370,378
                                ---------   ---------   ---------
    Total                      $2,433,313  $2,028,592  $2,316,564
                                =========   =========   =========
Total direct operating 
  expenses                     $  643,984  $  661,659  $  777,636
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     26.5%       32.6%       33.6%

Average sales price:
  Per barrel of oil                $19.83      $16.10      $14.85
  Per Mcf of gas                     1.96        1.36        1.64

Direct operating expenses per
  equivalent Bbl of oil            $ 3.69      $ 3.38      $ 3.84


                                  14
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       99,593     115,206     134,034
  Gas (Mcf)                     1,626,530   1,832,915   1,921,696

Oil and gas sales:
  Oil                          $1,975,112  $1,855,886  $1,991,144
  Gas                           3,183,687   2,492,201   3,125,632
                                ---------   ---------   ---------
    Total                      $5,158,799  $4,348,087  $5,116,776
                                =========   =========   =========
Total direct operating 
  expenses                     $1,386,254  $1,455,357  $1,827,558
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     26.9%       33.5%       35.7%

Average sales price:
  Per barrel of oil                $19.83      $16.11      $14.86
  Per Mcf of gas                     1.96        1.36        1.63

Direct operating expenses per
  equivalent Bbl of oil            $ 3.74      $ 3.46      $ 4.02


                                  15
<PAGE>
<PAGE>
                          Net Production Data

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

                                    Year Ended December 31,
                               ----------------------------------
                                  1996        1995        1994
                               ----------  ----------  ----------
Production:
  Oil (Bbls)                       23,172      26,870      31,241
  Gas (Mcf)                       397,146     449,854     452,661

Oil and gas sales:
  Oil                          $  459,899  $  433,226  $  464,290
  Gas                             770,323     609,509     744,596
                                ---------   ---------   ---------
    Total                      $1,230,222  $1,042,735  $1,208,886
                                =========   =========   =========
Total direct operating 
  expenses                     $  339,390  $  358,984  $  427,693
                                =========   =========   =========

Direct operating expenses
  as a percentage of oil
  and gas sales                     27.6%       34.4%       35.4%

Average sales price:
  Per barrel of oil                $19.85      $16.12      $14.86
  Per Mcf of gas                     1.94        1.35        1.64

Direct operating expenses per
  equivalent Bbl of oil            $ 3.80      $ 3.52      $ 4.01


     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, 1996.  The schedule of  quantities of proved oil and gas
reserves  was prepared by the  General Partner in  accordance with the
rules  prescribed  by  the  Securities and  Exchange  Commission  (the
"SEC").    Certain reserve  information  was reviewed  by  Ryder Scott
Company Petroleum Engineers ("Ryder  Scott"), an independent petroleum
engineering  firm.   As used  throughout this  Annual Report,  "proved
reserves"  refers to those estimated quantities of crude oil, gas, and
gas  liquids which  geological and  engineering data  demonstrate with
reasonable  certainty to be recoverable in future years from known oil
and gas reservoirs under existing economic and operating conditions.

                                  16
<PAGE>
<PAGE>
     Net  present value  represents estimated  future gross  cash flow
from  the production and sale of proved reserves, net of estimated oil
and  gas  production costs  (including  production  taxes, ad  valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10%  per annum.  Net  present value attributable to  the
Partnerships' proved reserves was calculated  on the basis of  current
costs and prices at December 31, 1996.  Such prices were not escalated
except  in  certain circumstances  where  escalations  were fixed  and
readily   determinable   in   accordance   with   applicable  contract
provisions.   The  prices used  in calculating  the net  present value
attributable to  the Partnerships' proved reserves  do not necessarily
reflect market  prices  for  oil  and  gas  production  subsequent  to
December  31, 1996.  Furthermore, gas prices at December 31, 1996 were
much  higher than the price used for determining the Partnerships' net
present value of proved reserves for  the year ended December 31, 1995
and  substantially  higher than  the  average prices  received  by the
Partnerships  in each  of the  last several  years.   There can  be no
assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves  at December 31, 1996  will actually
be realized for such production.  

     The process  of  estimating  oil and  gas  reserves  is  complex,
requiring  significant  subjective  decisions  in  the  evaluation  of
available  geological,  engineering,   and  economic  data   for  each
reservoir.   The data for  a given reservoir  may change substantially
over time as a  result of, among other things,  additional development
activity,  production  history,  and  viability  of  production  under
varying economic  conditions; consequently, it is  reasonably possible
that material revisions to existing reserve estimates may occur in the
near future.  Although every reasonable effort has been made to ensure
that 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. 


                          Proved Reserves and
                           Net Present Values
                         From Proved Reserves
                      As of December 31, 1996(1)

II-A Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           9,255,329
    Oil and liquids (Bbls)                                695,390

  Net present value (discounted at 10% per annum)     $23,454,758

                                  17
<PAGE>
<PAGE>
II-B Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           5,589,703
    Oil and liquids (Bbls)                                503,394

  Net present value (discounted at 10% per annum)     $15,249,542

II-C Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           4,258,644
    Oil and liquids (Bbls)                                203,909

  Net present value (discounted at 10% per annum)     $ 9,845,066

II-D Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                          11,012,174
    Oil and liquids (Bbls)                                495,079

  Net present value (discounted at 10% per annum)     $23,069,097

II-E Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           5,696,474
    Oil and liquids (Bbls)                                303,372

  Net present value (discounted at 10% per annum)     $12,754,193

II-F Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           4,671,485
    Oil and liquids (Bbls)                                365,138

  Net present value (discounted at 10% per annum)     $12,025,692

II-G Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                          10,122,558
    Oil and liquids (Bbls)                                769,142

  Net present value (discounted at 10% per annum)     $25,771,957

                                  18
<PAGE>
<PAGE>
II-H Partnership:
----------------
  Estimated proved reserves:
    Gas (Mcf)                                           2,493,240
    Oil and liquids (Bbls)                                180,002

  Net present value (discounted at 10% per annum)     $ 6,222,904

----------

(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  compara-
ble 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  reserves
information 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.   Northeast Utah  contains the  Uinta
Basin,  while the Sacramento  Basin is located  in central California.
The  Williston Basin  is located  in North  Dakota, South  Dakota, and
Eastern Montana.

                                  19
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Significant Properties
                                          ----------------------

                                                          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           172   10.12        67     239      30    13%     56,591    4,583,335    9,605,291
    Gulf Coast         233    9.70         3     236       1    -      186,870    1,855,107    4,833,677
    Permian            498    5.23        11     509      16     3%     91,382    1,258,092    2,982,511

II-B Partnership:
    Anadarko            37    5.45        11      48       8     9%     18,455    2,332,446    4,904,421
    Gulf Coast          46    1.37         3      49       1     2%     43,234    1,076,201    2,409,972
    Permian             20    2.69         7      27      16    59%     58,220    1,025,990    2,196,687
    Southern Okla.
     Folded Belt        15    4.22         2      17      15    88%    118,212      821,542    2,982,728
    Uinta               15    1.44        -       15      -     -      133,223      219,144    1,749,631

II-C Partnership:
    Anadarko           108    6.70        22     130      16    12%     22,981    2,261,901    4,760,983
    Permian             26    1.28         7      33      16    48%     27,118      503,265    1,061,868
    Southern Okla.
     Folded Belt        19    1.95         2      21      18    86%     51,405      602,381    1,654,265

II-D Partnership:
    Anadarko            79   12.01        12      91       9    10%     43,174    4,120,739    8,337,726
    Permian             14    2.67         3      17       5    29%     28,068    1,461,239    2,521,323
    Sacramento          39    6.52         2      41      -     -         -       2,183,556    3,091,151
    Williston           74    2.67        -       74      -     -      245,581      246,136    2,317,923

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

</TABLE>

                                                    20
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Significant Properties
                                          ----------------------

                                                          Wells
                                                        Operated by
                                                        Affiliates       Oil        Gas
                     Gross    Net     Other    Total    ------------   Reserves   Reserves     Present
     Basin           Wells   Wells    Wells(1) Wells    Number   %      (Bbl)      (Mcf)        Value
------------------   ------  -------  -------- ------   ------  ----   --------  ----------   ----------
<S>                  <C>     <C>      <C>      <C>      <C>     <C>    <C>       <C>          <C>           
II-E Partnership:
    Anadarko            39    2.24        28      67      14    21%      5,898    2,362,873    4,049,813
    Permian            873    5.63     3,460   4,333       9    -      132,526    1,962,531    4,565,985
    Southern Okla.
     Folded Belt        10     .50        -       10       1    10%     38,593      771,679    1,893,563

II-F Partnership:
    Anadarko            66    2.39        33      99      17    17%     11,624    1,860,844    3,437,641
    Permian            865    9.04     3,457   4,322       4    -      311,615    1,857,783    6,583,662
    Southern Okla.
     Folded Belt        29    2.12        -       29      23    79%     19,370      654,710    1,327,324

II-G Partnership:
    Anadarko            66    5.08        33      99      17    17%     25,094    3,939,371    7,288,404
    Permian            865   18.86     3,457   4,322       4    -      651,290    3,886,548   13,768,604
    Southern Okla.
     Folded Belt        29    4.80        -       29      23    79%     43,905    1,484,410    3,008,441

II-H Partnership:
    Anadarko            66    1.21        28      94      17    18%      5,839      931,949    1,722,779
    Permian            865    4.37     3,454   4,319       4    -      150,607      899,328    3,183,754
    Southern Okla.
     Folded Belt        29    1.27        -       29      23    79%     11,594      392,317      794,946


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

                                               21
<PAGE>
<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

     On September  12, 1988 Wolverine Exploration  Company and certain
other  parties filed a lawsuit against Natural Gas Pipeline Company of
America, Inc. and certain other parties in which the plaintiffs sought
to recover damages as a result of an alleged breach of a gas contract.
(Wolverine Exploration Company et al. v. Natural  Gas Pipeline Company
of America, et al., Case No. CJ-88-5522, District Court, Tulsa County,
Oklahoma).  The  II-A, II-B, II-C, II-D, and II-E  Partnerships own an
interest in certain oil  and gas properties which are subject  to said
lawsuit, and there is a possibility that said Partnerships may recover
damages  as a result of the  alleged breach of the  gas contract.  The
lawsuit involves legal and factual issues concerning alleged (i) take-
or-pay deficiencies  and (ii)  gas pricing  claims.   In June 1995,  a
hearing was conducted before  a three person arbitration panel  and on
September 6,  1995  the panel  issued  its determination  and  awarded
damages to the plaintiffs in the matter.  

     The Partnerships'  estimated share  of the awarded  damages would
increase  the   following  Partnerships'   assets  by   the  following
approximate amounts:  

             Partnership       Total      Per Unit
             -----------    ----------    --------

                II-A        $1,300,000     $ 2.50
                II-B         2,100,000       5.50
                II-C           900,000       5.50
                II-D         2,300,000       7.00
                II-E         4,700,000      19.50


                                  22
<PAGE>
<PAGE>
The above estimates may change for a number of reasons, including, but
not limited to, an appeal of the award by the one remaining defendant,
Texaco  Inc. ("Texaco"),  and any  final award  of expenses  and post-
judgment interest.    

     Geodyne  filed a petition  with the  Tulsa County  District Court
seeking  confirmation of  the arbitration  award.   A hearing  on such
petition was held on May 1 and 2, 1996.  As of the date of this Annual
Report, no ruling has been issued in the matter.  Texaco, on the other
hand, has sought to reopen its Chapter 11 bankruptcy proceedings in an
effort  to avoid  enforcement  of the  arbitration  award through  the
bankruptcy  court.     Texaco's   motion  to  reopen   the  bankruptcy
proceedings  was granted and Texaco  has filed an adversary proceeding
seeking to void the arbitration.  Geodyne and other parties have moved
to  dismiss the adversary complaint.   In addition,  both parties have
moved for summary judgment  in the bankruptcy proceedings.   A hearing
on the motions for summary judgment  was heard in January 1997 and the
parties are currently awaiting  a ruling from the bankruptcy  court on
such motions.

     In  the event the Partnerships  ultimately receive any  or all of
the damages awarded, the  funds will be included in  the Partnerships'
revenues for the quarter in which they are received.  Limited Partners
who  hold Units  at the  time any related  cash distribution  is made,
then, will benefit from any recovery associated with the litigation.  

     On October  26, 1994  Geodyne and  the Partnerships,  among other
parties,  were named  as defendants  in a  lawsuit alleging  causes of
action  based   on  fraud,  negligent   misrepresentation,  breach  of
fiduciary  duty, breach of implied covenant, and breach of contract in
connection with the  offer and sale  of limited partnership  interests
("Units")  in  the Partnerships  (Sidney  Neidick  et al.  v.  Geodyne
Resources,  Inc., et al., Case No. 94-052860, District Court of Harris
County, Texas).  The plaintiffs' petition alleged that the lawsuit was
being brought as a  class action on behalf of  investors who purchased
Units  in  the Partnerships.    On  June  7,  1995,  Geodyne  and  the
Partnerships  were dismissed  without prejudice  as defendants  in the
matter.  In addition, on June  7, 1995, the matter was certified as  a
class action.  A class action notice was mailed on June 7, 1995 to all
Limited Partners who are members of the class.  

                                  23
<PAGE>
<PAGE>
     On November  23 and  25, 1994, Geodyne,  PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two  related  lawsuits  alleging  misrepresentations  made  to  induce
investments in  the Partnerships  and asserting  causes of action  for
common  law  fraud  and  deceit   and  unjust  enrichment  (Romine  v.
PaineWebber,  Inc., et al, Case No. 94-CIV-8558, U. S. District Court,
Southern District of New York and Romine v. PaineWebber, Inc., et  al,
Case No. 94-132844, Supreme Court of  the State of New York, County of
New  York).  The federal court case  was later consolidated with other
similar  actions (to which Geodyne is not  a party) under the title In
Re:  PaineWebber Limited Partnerships' Litigation and was certified as
a  class  action  on May  30,  1995  (the  "Federal Partnership  Class
Action").  A  class action notice  was mailed on June  7, 1995 to  all
members  of  the class.   The  Federal  Partnership Class  Action also
alleges  violations of 18  U.S.C. Section  1962(c) and  the Securities
Exchange Act of  1934.  Compensatory  and punitive damages,  interest,
and costs have been requested in both matters.   The amended complaint
in  the Federal Partnership Class  Action no longer  asserts any claim
directly against Geodyne.  

     On  January   18,  1996,  PaineWebber  issued   a  press  release
indicating  that it  had reached  an agreement  to settle  the pending
Federal  Partnership  Class  Action  along  with  the  Neidick  matter
referred  to above  (collectively, the "PaineWebber  Partnership Class
Actions"), along with  a settlement with the  SEC and an  agreement to
settle  with  various  state securities  regulators.    On  that date,
PaineWebber paid $125 million into an interest bearing account as part
of  a  memorandum of  understanding  in connection  with  the proposed
settlement (the  "Settlement Fund").   The Settlement Fund  applies to
claims related to  both the Partnerships and certain  other investment
programs  sold by PaineWebber.   In addition, PaineWebber  agreed to a
SEC  administrative order creating a capped $40 million fund (the "SEC
Claims Fund"), which is to be distributed to eligible Limited Partners
by an independent administrator  (the "Claims Administrator"); a civil
penalty  of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators.  Such settlement is not an
obligation  of either  the Partnerships  or Geodyne  and, accordingly,
would not affect the financial statements of the Partnerships.

     In connection with the  PaineWebber Partnership Class Actions, on
July  17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above.  Pursuant to that order,
plaintiffs'  counsel  mailed to  class  members  the Class  Settlement
Notice (the "Notice") and Proof of Claim.   Eligible class members are
generally those  who purchased their  Units through PaineWebber  on or
before December 31, 1992 and who have not (i) previously  opted out of
the  Class, (ii)  previously  released PaineWebber,  or (iii)  finally
adjudicated their claims against PaineWebber.

                                  24
<PAGE>
<PAGE>
     Plaintiffs' counsel  will be responsible  for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among  eligible  Limited Partners  and  investors  in other  unrelated
PaineWebber  partnerships  in accordance  with  the  settlement.   The
amount and date of  any payment will vary depending upon  many factors
set forth  in the Notice.  It is currently expected that payments from
the Settlement Fund will be made some time in 1997.

     In addition,  eligible Limited  Partners in the  Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow  fund to which PaineWebber will  make payments
through May  30, 2001 if  spot market  oil and natural  gas prices  as
reported by  the  New  York Mercantile  Exchange  fall  below  certain
thresholds set forth  in the  Notice (the "Pricing  Guarantee").   The
threshold prices used in  the Pricing Guarantee are $18.00  per barrel
of oil  and $1.80  per  Mcf of  gas.   Under  the Notice,  PaineWebber
payments, if any, made pursuant to the Pricing Guarantee  will be paid
to Limited Partners of record on June 30, 1996 irrespective of whether
they subsequently sell/dispose of  their Units to third parties.   The
Pricing Guarantee  does NOT  attach to  the Units  as an attribute  of
ownership  in  the Partnerships  and is  not  an obligation  of either
Geodyne or the Partnerships.  

     A  look back provision is  also included in  the settlement which
may  provide additional  funds  as of  January  1, 2001  for  eligible
Limited Partners.   Class members who  sold their Units prior  to June
30, 1996  will not be eligible for payments, if any, under the Pricing
Guarantee or the look back provision.

     Eligible  Limited Partners  were required  to timely  execute and
return a proof of claim by January 17, 1997 in order to participate in
the settlement.  
                                  25
<PAGE>
<PAGE>
     In  connection with  the  SEC Claims  Fund,  on April  17,  1996,
PaineWebber mailed a Notice and Claim Form to each Limited Partner who
purchased Units  in the Partnerships through  PaineWebber from January
1, 1986  to December 31, 1992.   Limited Partners are  not eligible to
participate in the  claims process  if they (i)  previously reached  a
settlement with PaineWebber or (ii) had their  direct investment claim
resolved by a court  or in arbitration.   Participation in the  claims
process  is  optional, and  does not  prevent  a Limited  Partner from
pursuing any other  remedy against PaineWebber that  may be available.
Limited Partners had until October 22, 1996 to complete the claim form
and  return  it to  the Claims  Administrator.   The  determination of
whether  a Limited  Partner is entitled  to a  recovery under  the SEC
Claims Fund will be  based on whether or not  the Claims Administrator
determines that  the Limited Partner's investment  in the Partnerships
was suitable for  him at the time  of purchase.   In addition, if  the
Limited  Partner has  opted out of  the PaineWebber  Partnership Class
Action and has not already settled with PaineWebber or has had a claim
resolved by a court  or in arbitration, the Claims  Administrator will
also  consider   allegations  that  misrepresentations  were  made  in
connection with the sale of the Units.

     The General Partner has been advised that PaineWebber is awaiting
confirmation of  the settlement described  above by the  federal court
judge.   The deadline for such confirmation is currently scheduled for
March 28, 1997, subject to an additional thirty day extension.

     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 1996.

                                  26
<PAGE>
<PAGE>
                                PART II

ITEM 5.   MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

     As of February 28, 1997, the number  of Units outstanding and the
approximate number of Limited Partners  of record in the  Partnerships
were as follows:


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

             II-A         484,283            4,423
             II-B         361,719            2,817
             II-C         154,621            1,450
             II-D         314,878            3,077
             II-E         228,821            2,333
             II-F         171,400            1,745
             II-G         372,189            2,685
             II-H          91,711            1,277


     Units were  initially sold for a price of $100. The Units are not
traded on any exchange and there is no public trading market for them.
The General Partner  is aware  of certain transfers  of Units  between
unrelated parties, some of which  are facilitated by secondary trading
firms and matching  services.  However,  the General Partner  believes
that  these transfers  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 repur-
chase  offer per Unit  as of the  periods indicated.   For purposes of
this  Annual Report, a Unit represents an initial subscription of $100
to the Partnership.

                                  27
<PAGE>
<PAGE>
                        Repurchase Offer Prices
                        -----------------------

                      1995                   1996            1997
               -------------------    ------------------     ----
               1st  2nd  3rd  4th     1st  2nd  3rd  4th     1st
P/ship         Qtr. Qtr. Qtr. Qtr.    Qtr. Qtr. Qtr. Qtr.    Qtr.
------         ---- ---- ---- ----    ---- ---- ---- ----    ----

 II-A          $14  $15  $14  $13     $12  $11  $15  $13     $12
 II-B           14   14   13   13      12   12   14   11      10
 II-C           16   18   17   17      16   15   18   16      13
 II-D           17   22   21   20      19   18   23   22      19
 II-E           17   18   18   17      17   15   21   20      18
 II-F           26   24   23   21      19   18   25   22      20
 II-G           27   24   22   21      19   18   24   22      19
 II-H           27   23   22   21      19   17   24   21      19


     Cash Distributions

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

     The  following is  a summary  of cash  distributions paid  to the
Limited Partners  for the years  ended December 31, 1995  and 1996 and
for the first quarter of 1997:

                                  28
<PAGE>
<PAGE>
                          Cash Distributions
                          ------------------

                                1995
                 ----------------------------------
                   1st      2nd      3rd      4th
  P/ship         Quarter  Quarter  Quarter  Quarter
  ------         -------  -------  -------  -------

   II-A           $1.35    $1.03    $ .64    $ .81
   II-B            1.37     1.09      .47      .28
   II-C            2.10     1.33      .81      .39
   II-D            1.62     1.41      .64     1.02
   II-E            1.07      .57      .33      .35
   II-F            1.52     1.31     1.52     1.58
   II-G            1.48     1.33     1.54     1.45
   II-H            1.47     1.31     1.47     1.36

                                1996                   1997
                 ----------------------------------   -------
                   1st      2nd      3rd      4th       1st
  P/ship         Quarter  Quarter  Quarter  Quarter   Quarter
  ------         -------  -------  -------  -------   -------

   II-A           $ .97    $ .97    $1.27   $2.16(1)  $1.58
   II-B             .46      .85     1.27    2.21(1)   1.47 
   II-C             .60     1.40     1.39    2.05(1)   2.38(1)
   II-D            1.08     1.15     1.06    1.56(1)   2.52(1)
   II-E             .80     1.24     1.02    1.39(1)   1.53(1)
   II-F            1.72     1.76     2.33    2.85(1)   2.39 
   II-G            1.64     1.68     2.20    2.78(1)   2.31
   II-H            1.60     1.59     2.07    2.66(1)   2.24 

----------------------
(1)  Includes proceeds from the sale of oil and gas properties.


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."

                                  29
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $5,832,874     $ 4,671,555    $ 6,371,949    $ 5,445,632    $ 7,296,183
Net Income (Loss):
  Limited Partners      2,043,339    (    715,678)       265,761   (    723,059)       611,081
  General Partner         156,483          81,747        145,993         84,771        173,679
  Total                 2,199,822    (    633,931)       411,754   (    638,288)       784,760
Limited Partners' Net
  Income (Loss) per
    Unit                     4.22    (       1.48)           .55   (       1.49)          1.26
Limited Partners' Cash
  Distributions per
    Unit                     5.37            3.83           5.49           5.72           6.75
Total Assets            9,068,387       9,833,188     12,673,498     15,773,152     18,228,191
Partners' Capital
  (Deficit):
  Limited Partners      8,937,891       9,494,552     12,065,230     14,459,469     17,956,097
  General Partner     (   342,481)   (    311,994)  (    297,741)  (    303,734)  (    240,427)
Number of Units
  Outstanding             484,283         484,283        484,283        484,283        484,283

</TABLE>
                                               30
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C> 
Oil and Gas Sales      $4,179,527     $3,204,794     $4,703,629     $ 4,615,384    $ 5,974,270
Net Income (Loss):
  Limited Partners      1,329,755    (   798,537)   (   574,825)   (    330,130)     1,083,345
  General Partner         113,834         37,441         87,118          90,840        160,869
  Total                 1,443,589    (   761,096)   (   487,707)   (    239,290)     1,244,214
Limited Partners' Net
  Income (Loss) per
    Unit                     3.68    (      2.21)   (      1.59)   (        .91)          2.99
Limited Partners' Cash
  Distributions per
    Unit                     4.79           3.21           5.98            6.64           8.76
Total Assets            5,579,977      6,237,427      8,302,058      11,063,368     13,629,059
Partners' Capital
  (Deficit):
  Limited Partners      5,552,662      5,955,907      7,914,444      10,654,269     13,387,529
  General Partner     (   265,183)   (   246,438)   (   222,879)   (    196,997)  (    179,762)
Number of Units
  Outstanding             361,719        361,719        361,719         361,719        361,719

</TABLE>

                                               31
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>     
Oil and Gas Sales      $1,925,940     $1,519,937     $2,289,166     $1,896,565     $2,509,914
Net Income (Loss):
  Limited Partners        707,991    (   337,547)   (    37,871)   (    36,537)       394,335
  General Partner          53,569         20,538         52,546         39,050         68,653
  Total                   761,560    (   317,009)        14,675          2,513        462,988
Limited Partners' Net
  Income (Loss) per
    Unit                     4.58    (      2.18)   (       .24)   (       .24)          2.55
Limited Partners' Cash
  Distributions per
    Unit                     5.43           4.63           7.06           7.44           8.75
Total Assets            2,941,348      3,205,943      4,291,920      5,486,394      6,379,426
Partners' Capital
  (Deficit):
  Limited Partners      2,907,706      3,039,715      4,092,262      5,220,133      6,407,337
  General Partner     (   115,619)   (    99,615)   (    84,153)   (    80,199)   (    64,354)
Number of Units
  Outstanding             154,621        154,621        154,621        154,621        154,621


                                               32
<PAGE>
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $4,329,102     $3,901,516     $4,849,160     $ 4,353,624    $ 5,816,604
Net Income (Loss):
  Limited Partners      1,270,858    (   697,631)   (   193,308)   (    138,556)       471,887
  General Partner          99,743         44,055        108,234          85,418        148,256
  Total                 1,370,601    (   653,576)   (    85,074)   (     53,138)       620,143
Limited Partners' Net
  Income (Loss) per
    Unit                     4.04    (      2.22)   (       .61)   (        .44)          1.50
Limited Partners' Cash
  Distributions per
    Unit                     4.85           4.69           6.25            9.29           9.75
Total Assets            6,953,850      7,291,164      9,571,883      11,687,932     14,528,961
Partners' Capital
  (Deficit):
  Limited Partners      6,627,744      6,884,886      9,057,517      11,215,825     14,278,065
  General Partner     (   218,956)   (   143,473)   (   111,528)   (    135,262)  (    107,460)
Number of Units
  Outstanding             314,878        314,878        314,878         314,878        314,878

</TABLE>
                                               33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C> 
Oil and Gas Sales      $2,693,317     $2,297,409     $2,480,706     $ 2,572,564    $ 3,474,833
Net Income (Loss):
  Limited Partners        695,738    ( 1,279,244)   (   842,191)   (    523,678)  (  1,036,685)
  General Partner          66,720          9,448         43,060          49,510         64,978
  Total                   762,458    ( 1,269,796)   (   799,131)   (    474,168)  (    971,707)
Limited Partners' Net
  Income (Loss) per
    Unit                     3.04    (      5.59)   (      3.68)   (       2.29)  (       4.53)
Limited Partners' Cash
  Distributions per
    Unit                     4.45           2.32           4.78            7.81           8.75
Total Assets            5,976,145      6,279,396      8,117,206      10,020,423     12,193,708
Partners' Capital
  (Deficit):
  Limited Partners      5,770,144      6,093,406      7,902,650       9,839,841     12,151,338
  General Partner     (   147,595)   (   122,950)   (   104,398)   (     94,958)  (     80,783)
Number of Units
  Outstanding             228,821        228,821        228,821         228,821        228,821

                                               34
<PAGE>
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>             <C>            <C>              
Oil and Gas Sales      $2,433,313     $2,028,592     $2,316,564      $2,636,304     $3,244,904
Net Income (Loss):
  Limited Partners      1,108,389    (   191,631)        19,524         122,048        223,113
  General Partner          79,948         46,686         54,498          73,431         76,429
  Total                 1,188,337    (   144,945)        74,022         195,479        299,542
Limited Partners' Net
  Income (Loss) per
    Unit                     6.47    (      1.12)           .11             .71           1.30
Limited Partners'  
  Cash Distributions
    Per Unit                 8.66           5.93           9.21            8.87          11.25
Total Assets            5,312,077      5,733,459      6,967,432       8,544,148      9,973,253
Partners' Capital
  (Deficit):
  Limited Partners      5,315,174      5,691,785      6,898,416       8,458,892      9,857,985
  General Partner     (   105,914)   (    84,377)   (    80,063)    (    52,561)   (    49,422)
Number of Units
  Outstanding             171,400        171,400        171,400         171,400        171,400

</TABLE>
                                               35
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>            <C>            <C>            <C>            <C>
Oil and Gas Sales      $ 5,158,799    $ 4,348,087    $ 5,116,776    $ 5,581,221    $ 6,940,143
Net Income (Loss):
  Limited Partners       2,250,119   (    714,189)  (     87,682)       130,828        434,796
  General Partner          165,845         94,880        113,680        153,901        161,329
  Total                  2,415,964   (    619,309)        25,998        284,729        596,125
Limited Partners' Net
  Income (Loss)
    per Unit                  6.05   (       1.92)  (        .24)           .35           1.17
Limit Partners' Cash
  Distributions per
    Unit                      8.30           5.80           8.72           8.74          10.50
Total Assets            11,576,732     12,519,149     15,456,785     18,825,582     22,002,703
Partners' Capital
  (Deficit):
  Limited Partners      11,598,490     12,439,371     15,313,560     18,646,242     21,770,067
  General Partner     (    244,312)  (    197,620)  (    181,500)  (    122,180)  (    104,626)
Number of Units
  Outstanding              372,189        372,189        372,189        372,189        372,189

</TABLE>
                                             36
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    Selected Financial Data

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

                          1996           1995           1994           1993           1992
                      -------------  -------------  -------------  -------------  -------------
<S>                   <C>             <C>            <C>            <C>            <C>
Oil and Gas Sales      $1,230,222      $1,042,735     $1,208,886     $1,367,514     $1,653,431
Net Income (Loss):
  Limited Partners        519,143     (   239,052)   (    47,630)        20,790         19,504
  General Partner          38,792          21,532         26,955         36,610         37,211
  Total                   557,935     (   217,520)   (    20,675)        57,400         56,715
Limited Partners' Net
  Income (Loss)
    per Unit                 5.66     (      2.61)   (       .52)           .23            .21
Limited Partners' Cash
  Distributions per
    Unit                     7.93            5.61           8.39           8.67           9.75
Total Assets            2,790,245       3,024,656      3,790,149      4,618,128      5,416,166
Partners' Capital
  (Deficit):
  Limited Partners      2,795,040       3,002,897      3,756,949      4,574,579      5,349,318
  General Partner     (    58,835)    (    47,635)   (    42,167)   (    29,122)   (    26,477)
Number of Units
  Outstanding              91,711          91,711         91,711         91,711         91,711

</TABLE>
                                               37
<PAGE>
<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
very difficult.   Concerning past trends, average yearly  wellhead gas
prices in the United States have been relatively volatile for a number
of years.  For the  past ten years, such prices have generally been in
the  $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s.  Average gas prices in the latter part of 1996 and
January  1997,  however,  were   somewhat  higher  than  those  yearly
averages.   It is not known whether this was  a short-term trend or an
indicator of potentially  higher average gas  prices on a  longer-term
basis.
                                  38
<PAGE>
<PAGE>
     Substantially  all of  the Partnerships'  gas reserves  are being
sold in  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 $2.00
per  Mcf at  December  31,  1995 to  approximately  $3.57 per  Mcf  at
December 31, 1996.  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.

     Due to global consumption and supply trends over the last several
months, oil prices have  recently been higher than the  yearly average
prices of  the late to  mid-1980s and  early 1990s.   It is not  known
whether  this trend will continue.   Prices for  the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.  

     Future prices for both oil and  gas will likely be different from
(and may be  lower than) the  prices in effect  on December 31,  1996.
Primarily due to heating  season demand, year-end prices in  many past
years  have tended  to  be higher,  and  in some  cases  significantly
higher,  than  the  yearly  average  price  actually  received  by the
Partnerships  for  at least  the following  year.   In  particular, it
should be noted  that December 31, 1996  prices were much higher  than
year-end prices for  the last several  years and substantially  higher
than the average prices  received in each  of the last several  years.
It is  not possible to predict whether the December 1996 pricing level
is  indicative of a new trend toward  higher energy prices or a short-
term  deviation from  the recent  history of  low to  moderate prices;
therefore,  management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.


     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."  

                                  39
<PAGE>
<PAGE>
     Effective  October   1,  1995,  the   Partnerships  adopted   the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for Disposal",  which  is  intended  to  establish  more
consistent accounting  standards for  measuring the recoverability  of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying costs  of their proved  oil and gas  properties for each
field,  rather than  for the  Partnerships' properties  as a  whole as
previously  allowed by  the  SEC.   See Note  1  to the  Partnerships'
financial statements, included in Item  8 of this Annual Report for  a
further description of  this impairment policy.   As a  result of  the
Partnerships' adoption of  SFAS No. 121,  the Partnerships recorded  a
non-cash  charge against  earnings (impairment  provision) during  the
fourth quarter of 1995 as follows:  

                     Partnership     Amount
                     -----------    --------

                        II-A        $994,919
                        II-B         450,601
                        II-C         245,324
                        II-D         370,172
                        II-E         465,045
                        II-F         312,270
                        II-G         839,228
                        II-H         259,808

No  such charge was  recorded for any  Partnership for the  year ended
December 31, 1996 under SFAS No. 121 or during the year ended December
31, 1994 pursuant to the Partnerships' prior impairment policy.  

                                  40
<PAGE>
<PAGE>
     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen  a drop in oil  and gas prices.   This drop is  a function of the
cyclical nature of oil and gas  prices as discussed under the  heading
"Competition and  Marketing" in  Item 1  of this  Annual Report.   The
Partnerships' reserves were determined at  December 31, 1996 using oil
and  gas prices of approximately $23.75  per barrel and $3.57 per Mcf,
respectively.   As  of the  date of  this Annual  Report, oil  and gas
prices received  by the  Partnerships have decreased  to approximately
$19.00  per barrel and $1.60  per Mcf, respectively  (the "Filing Date
Prices").  If the Filing Date Prices, as opposed to  December 31, 1996
prices,  were   used  in  calculating  the   standardized  measure  of
discounted future net cash  flows of the Partnerships' proved  oil and
gas reserves as of  December 31, 1996, as  contained in Note 4  to the
Partnerships' financial statements  included in Item 8  of this Annual
Report, the value assigned  to the Partnerships' oil and  gas reserves
would  have been significantly lower.   In addition,  using the Filing
Date Prices  to determine the  recoverability of  the of  oil and  gas
reserves would  have required  impairment provisions of  the following
approximate amounts at December 31, 1996:

               Partnership          Amount
               -----------         --------
                 II-A              $224,000
                 II-B               135,000
                 II-C                37,000
                 II-D               144,000
                 II-E               318,000
                 II-F               209,000
                 II-G               490,000
                 II-H               126,000

If the  Filing Date Prices are in effect on  March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997.  Impairment provisions do  not impact
the Partnerships  cash flows from operating  activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases when oil and gas prices are depressed.  Accordingly, the II-
A Partnership has six  fields, the II-B Partnership has  three fields,
the  II-C and II-H Partnerships have four fields, the II-D Partnership
has  five  fields, the  II-E Partnership  has  seven fields,  the II-F
Partnership has two fields, and the  II-G Partnership has one field in
which it is reasonably  possible that additional impairment provisions
will be recorded in the near term if oil and gas prices decrease below
the Filing Date Prices.

                                  41
<PAGE>
<PAGE>
                           II-A Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas sales increased $1,161,319 (24.9%) for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this  increase, approximately  $365,000  and  $1,146,000,
respectively, were related to  increases in the average prices  of oil
and gas sold, partially offset by a decrease of approximately $290,000
related to a decrease in volumes of oil sold.   Volumes of oil and gas
sold decreased  17,190 barrels and  31,226 Mcf, respectively,  for the
year ended  December 31, 1996 as  compared to the year  ended December
31,  1995.  Average oil and gas  prices increased to $20.40 per barrel
and $2.15 per Mcf, respectively, for the year ended  December 31, 1996
from $16.86 per  barrel and $1.49 per Mcf,  respectively, for the year
ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes) increased  $94,776 (5.1%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.  This increase resulted primarily from an increase in production
taxes  associated with  the increase  in oil  and gas  sales discussed
above.  As a percentage of oil and gas sales, these expenses decreased
to 33.3% for the year ended December 31, 1996 from 39.5% for the  year
ended December 31, 1995.   This percentage decrease was  primarily due
to the increase in the average prices  of oil and gas sold during  the
year ended  December 31, 1996 as  compared to the  year ended December
31, 1995,  partially  offset  by the  dollar  increase  in  production
expenses discussed above.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
properties decreased  $644,559 (35.0%) for the year ended December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining gas reserves  at December 31,  1996,   (ii) the decrease  in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable  base of oil and  gas properties due  to the impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and gas  sales, this  expense decreased  to 20.5%  for the  year ended
December  31, 1996 from  39.4% for the  year ended  December 31, 1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion,  and amortization  discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.

                                  42
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-A
Partnership recognized a non-cash  charge against earnings of $994,919
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-A Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996.

     General  and administrative expenses decreased $34,887 (5.3%) for
the year  ended  December 31,  1996  as  compared to  the  year  ended
December 31, 1995.   This decrease resulted primarily from  a decrease
in  legal fees during the year ended  December 31, 1996 as compared to
the year ended  December 31,  1995.  As  a percentage  of oil and  gas
sales, these expenses decreased  to 10.6% for the year  ended December
31, 1996  from 14.0%  for  the year  ended December  31,  1995.   This
percentage  decrease was primarily due to  the increase in oil and gas
sales discussed above.

     The  Limited Partners in the II-A  Partnership have received cash
distributions through  December 31,  1996 of $38,826,357  or 80.2%  of
Limited Partner capital contributions.

                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas sales decreased $1,700,394 (26.7%) for the year
ended  December 31, 1995  as compared to  the year ended  December 31,
1994.    Of  this   decrease,  approximately  $451,000  and  $843,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $619,000 was related  to a decrease  in the average
price  of gas sold, partially  offset by an  increase of approximately
$210,000  related to  an increase in  the average  price of  oil sold.
Volumes  of oil and gas sold decreased 29,861 barrels and 458,342 Mcf,
respectively, for the  year ended December 31, 1995 as compared to the
year ended December 31, 1994.  Volumes of oil sold decreased primarily
due to (i) adjustments made by a purchaser in 1994 related to oil sold
in prior periods, (ii) repairs resulting in the shutting-in of certain
wells  during the  year  ended December  31,  1995, and  (iii)  normal
declines in production on several wells during the year ended December
31, 1995.   Volumes of gas sold decreased primarily due to (i) several
wells being shut-in  during the year ended December 31,  1995 and (ii)
normal  declines in production on  several wells.   Average oil prices
increased to $16.86  per barrel for  the year ended December  31, 1995
from $15.12 per barrel for the year ended December 31,  1994.  Average
gas prices decreased to $1.49 per  Mcf for the year ended December 31,
1995 from $1.84 per Mcf for the year ended December 31, 1994. 

                                  43
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $537,103 (22.5%) for the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.   This decrease was primarily due  to the decrease in volumes of
oil  and gas  sold.   As  a percentage  of  oil and  gas sales,  these
expenses increased slightly to  39.5% for the year ended  December 31,
1995 from 37.4% for the year ended December 31, 1994.  This percentage
increase was primarily due to the decrease in the average price of gas
sold during the year ended  December 31, 1995 as compared to  the year
ended December 31, 1994. 

     Depreciation,  depletion,  and  amortization   of  oil  and   gas
properties decreased  $1,293,969 (41.3%)  for the year  ended December
31,  1995 as  compared to  the  year ended  December 31,  1994.   This
decrease was  primarily a result of the decrease in volumes of oil and
gas sold  during the year ended  December 31, 1995 as  compared to the
year  ended December 31, 1994 and upward revisions of previous reserve
estimates at December 31, 1995.  As a percentage of oil and gas sales,
this expense decreased to 39.4%  for the year ended December  31, 1995
from 49.2%  for the  year ended  December 31,  1994.  This  percentage
decrease  was primarily  due  to  the  increase  in  the  estimate  of
remaining reserves at December 31, 1995.

     As  set  forth  under  "Results of  Operations"  above,  the II-A
Partnership recognized a non-cash  charge against earnings of $994,919
for the year  ended December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-A Partnership's adoption of SFAS
No. 121.   No  similar  charge was  necessary  during the  year  ended
December  31,  1994  under  the II-A  Partnership's  prior  impairment
policy.  

     General and administrative expenses increased $87,983 (15.5%) for
the year  ended  December  31, 1995  as  compared to  the  year  ended
December  31, 1994.  This  dollar increase resulted  primarily from an
increase  in  legal fees  associated with  a gas  contract arbitration
matter the II-A Partnership is pursuing against  Texaco.  See "Item 3.
Legal  Proceedings."   As  a percentage  of  oil and  gas sales,  this
expense increased to  14.0% for the year ended  December 31, 1995 from
8.9% for the year ended  December 31, 1994.  This  percentage increase
was  primarily due  to the  decrease in  oil and  gas  sales discussed
above. 
                                  44
<PAGE>
<PAGE>
                           II-B Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $974,733 (30.4%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $320,000  and  $744,000,
respectively, were related to  increases in the average prices  of oil
and gas sold, partially offset by a decrease of approximately $114,000
related to a  decrease in volumes  of oil sold.   Volumes of oil  sold
decreased 6,870  barrels, while volumes  of gas sold  increased 14,479
Mcf for the year ended December 31, 1996 as compared to the year ended
December 31, 1995.  Average oil and gas prices increased to $20.92 per
barrel  and $2.15 per Mcf,  respectively, for the  year ended December
31, 1996 from  $16.62 per barrel and $1.54  per Mcf, respectively, for
the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $360,065 (23.6%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.   This decrease  resulted primarily  from (i)  workover expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve the recovery of reserves,  (ii) the sale of one well during
the year ended  December 31,  1995, and  (iii) a  decrease in  general
repair and maintenance expenses  incurred on several wells  during the
year ended December 31,  1996 as compared  to the year ended  December
31, 1995, partially offset by  an increase in production taxes  due to
higher oil and  gas sales in  1996.  As  a percentage  of oil and  gas
sales, these expenses decreased  to 27.9% for the year  ended December
31,  1996  from 47.6%  for the  year ended  December  31, 1995.   This
percentage  decrease was  primarily  due  to  the dollar  decrease  in
production expenses discussed above  and the increases in the  average
prices of oil and gas sold during  the year ended December 31, 1996 as
compared to the year ended December 31, 1995.

                                  45
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $374,555 (26.1%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining gas reserves  at December 31, 1996  and (ii) a reduction  in
the depletable  base of oil  and gas properties due  to the impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and gas  sales, this  expense decreased  to 25.4% for  the year  ended
December 31, 1996  from 44.8%  for the year  ended December 31,  1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion,  and amortization  discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to the  year ended December  31,
1995.

     As  set forth  under  "Results  of  Operations" above,  the  II-B
Partnership recognized a non-cash  charge against earnings of $450,601
for the year  ended December 31, 1995.   This impairment provision was
necessary due to unamortized costs of oil and gas properties exceeding
the undiscounted future net revenues from such oil and gas properties,
in  accordance with the II-B  Partnership's adoption of  SFAS No. 121.
No similar charge  was necessary  during the year  ended December  31,
1996. 

     General and administrative expenses decreased $77,761 (13.5%) for
the  year ended  December  31,  1996 as  compared  to  the year  ended
December 31, 1995.   This decrease resulted primarily from  a decrease
in  legal fees during the year ended  December 31, 1996 as compared to
the year  ended December 31,  1995.   As a percentage  of oil and  gas
sales, these expenses decreased  to 11.9% for the year  ended December
31, 1996  from 17.9%  for  the year  ended December  31,  1995.   This
percentage decrease was  primarily due to the increase in  oil and gas
sales discussed above.

     The Limited Partners in  the II-B Partnership have received  cash
distributions through  December 31,  1996 of  $27,633,916 or  76.4% of
Limited Partner capital contributions.

                                  46
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas sales decreased $1,498,835 (31.9%) for the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of  this   decrease,  approximately  $451,000  and  $814,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $350,000 was related  to a decrease  in the average
price  of gas  sold.   Volumes of  oil and  gas sold  decreased 29,795
barrels and 444,573 Mcf, respectively, for the year ended December 31,
1995 as compared  to the year ended December 31, 1994.  Volumes of oil
sold decreased primarily due to (i) repairs resulting in the shutting-
in of certain wells, (ii) the abandonment of one significant well, and
(iii) normal declines in  production on several wells during  the year
ended December 31, 1995.  Volumes of  gas sold decreased primarily due
to  (i)  several  wells being  shut-in  and  (ii)  normal declines  in
production on several wells  during the year ended December  31, 1995.
Average oil prices increased to  $16.62 per barrel for the  year ended
December  31, 1995 from $15.15 per barrel  for the year ended December
31, 1994.  Average gas prices decreased to $1.54  per Mcf for the year
ended December 31, 1995 from $1.83 per Mcf for the year ended December
31, 1994. 

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $490,194 (24.3%) for the year
ended December 31,  1995 as compared  to the  year ended December  31,
1994.   This decrease was primarily due  to the decrease in volumes of
oil and  gas  sold  for  the year  ended  December  31, 1995.    As  a
percentage of oil and gas sales, these expenses increased to 47.6% for
the  year  ended  December 31,  1995  from  42.8% for  the  year ended
December 31, 1994.  This percentage  increase was primarily due to the
decrease in  the average price of gas sold for the year ended December
31, 1995.  

     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased  $1,350,803 (48.5%)  for the year  ended December
31,  1995 as  compared to  the  year ended  December 31,  1994.   This
decrease was  primarily a result of the decrease in volumes of oil and
gas sold during the year ended December 31, 1995 and upward  revisions
of previous reserve estimates at  December 31, 1995.  As  a percentage
of  oil and gas  sales, this expense  decreased to 44.8%  for the year
ended December  31, 1995 from  59.3% for  the year ended  December 31,
1994.  This percentage decrease  was primarily due to the increase  in
the estimate of remaining reserves at December 31, 1995.

                                  47
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-B
Partnership recognized a non-cash  charge against earnings of $450,601
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-B Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December  31,  1994  under  the II-B  Partnership's  prior  impairment
policy.  

     General  and administrative  expenses increased  $150,179 (35.4%)
for  the year ended  December 31, 1995  as compared to  the year ended
December  31, 1994.  This  dollar increase resulted  primarily from an
increase  in legal  fees associated  with a  gas contract  arbitration
matter the II-B Partnership is pursuing  against Texaco.  See "Item 3.
Legal  Proceedings."   As  a  percentage of  oil and  gas  sales, this
expense  increased to 17.9% for the  year ended December 31, 1995 from
9.0% for the  year ended December 31, 1994.   This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995.  

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

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $406,003 (26.7%) for  the year
ended  December 31,  1996 as compared  to the year  ended December 31,
1995.    Of  this   increase,  approximately  $106,000  and  $398,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by a decrease of approximately $76,000
related to a decrease in volumes of gas sold.   Volumes of oil and gas
sold  decreased 1,290  barrels and  51,933 Mcf, respectively,  for the
year ended December  31, 1996 as compared  to the year  ended December
31,  1995.  Average oil and gas  prices increased to $21.14 per barrel
and $2.04 per Mcf, respectively, for the  year ended December 31, 1996
from  $16.92 per barrel and $1.46  per Mcf, respectively, for the year
ended December 31, 1995.

                                  48
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $95,721 (13.7%) for  the year
ended December  31, 1996  as compared to  the year ended  December 31,
1995.   This decrease  resulted primarily  from (i) workover  expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve  the recovery of  reserves and (ii)  a decrease  in general
repair and  maintenance expenses incurred on several  wells during the
year ended  December 31, 1996 as  compared to the  year ended December
31,  1995,  partially  offset  by  an  increase  in  production  taxes
associated with higher oil and gas sales  in 1996.  As a percentage of
oil  and gas sales,  these expenses  decreased to  31.3% for  the year
ended December 31,  1996 from 46.0%  for the year  ended December  31,
1995.   This  percentage  decrease was  primarily  due to  the  dollar
decrease in production  expenses discussed above and  the increases in
the average  prices of oil and gas sold during the year ended December
31, 1996 as compared to the year ended December 31, 1995.

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
properties decreased $266,527 (40.1%) for the  year ended December 31,
1996 as compared  to the year ended December 31,  1995.  This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining  gas reserves  at December  31, 1996,  (ii) the  decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base  of oil and gas  properties due to  the impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and gas sales,  this expense  decreased to  20.7% for  the year  ended
December 31,  1996 from 43.7%  for the year  ended December  31, 1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion, and  amortization  discussed  above and  the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.

     As  set  forth  under "Results  of  Operations"  above,  the II-C
Partnership recognized a non-cash  charge against earnings of $245,324
for the year  ended December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-C Partnership's adoption of SFAS
No. 121.   No  similar  charge was  necessary  during the  year  ended
December 31, 1996.
                                  49
<PAGE>
<PAGE>
     General and administrative expenses decreased $34,462 (13.8%) for
the year  ended  December  31, 1996  as  compared to  the  year  ended
December 31, 1995.   This decrease resulted primarily from  a decrease
in  legal fees during the year ended  December 31, 1996 as compared to
the year  ended December  31, 1995.   As a percentage  of oil  and gas
sales, these expenses decreased  to 11.1% for the year  ended December
31, 1996  from 16.4%  for  the year  ended December  31,  1995.   This
percentage decrease was primarily due  to the increase in oil  and gas
sales discussed above.

     The  Limited Partners in the II-C  Partnership have received cash
distributions through  December 31,  1996 of $11,922,686  or 77.1%  of
Limited Partner capital contributions.

                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $769,229 (33.6%) for  the year
ended December 31,  1995 as  compared to the  year ended December  31,
1994.    Of  this   decrease,  approximately  $121,000  and  $429,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $251,000 was related  to a decrease  in the average
price  of  gas sold.   Volumes  of oil  and  gas sold  decreased 7,691
barrels and 238,375 Mcf, respectively, for the year ended December 31,
1995 as compared to the year ended December  31, 1994.  Volumes of oil
sold decreased primarily due to (i) repairs resulting in the shutting-
in  of certain wells, (ii) the  sale of several significant wells, and
(iii) normal declines in  production on several wells during  the year
ended December  31, 1995.  Volumes of gas sold decreased primarily due
to (i) several wells  being shut-in during the year ended December 31,
1995  and (ii) normal declines  in production on  several wells during
the  year ended December  31, 1995.   Average oil  prices increased to
$16.92 per barrel for the year ended December 31, 1995 from $15.67 per
barrel for  the year  ended December  31,  1994.   Average gas  prices
decreased to $1.46 per Mcf  for the year ended December 31,  1995 from
$1.80 per Mcf for the year ended December 31, 1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $121,209 (14.8%) for the year
ended  December 31,  1995 as compared  to the year  ended December 31,
1994.  This decrease was  primarily due to the decrease in  volumes of
oil and  gas sold during the  year ended December 31,  1995, partially
offset  by an  increase in  expenses related to  workovers, production
facilities, and  salt water  disposal incurred  during the  year ended
December 31,  1995.   As  a percentage  of oil  and  gas sales,  these
expenses increased to  46.0% for the year ended December 31, 1995 from
35.8% for the year ended December  31, 1994.  This percentage increase
was primarily due  to the decrease  in the average  price of gas  sold
during the year ended December 31, 1995.  

                                  50
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $630,923 (48.7%) for the year ended  December 31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was primarily  a result of the decrease in volumes of oil and gas sold
during  the year  ended  December 31,  1995  and upward  revisions  of
previous  reserve estimates at December 31,  1995.  As a percentage of
oil and gas sales, this expense decreased to 43.7% for  the year ended
December  31, 1995  from 56.6% for  the year ended  December 31, 1994.
This  percentage decrease  was primarily  due to  the increase  in the
estimate of remaining reserves at December  31, 1995, partially offset
by the decrease in the average price of gas sold during the year ended
December 31, 1995.

     As  set  forth under  "Results  of  Operations" above,  the  II-C
Partnership recognized a non-cash  charge against earnings of $245,324
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-C Partnership's adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December  31,  1994  under  the II-C  Partnership's  prior  impairment
policy.  

     General and administrative expenses increased $65,190 (35.5%) for
the  year  ended December  31,  1995  as compared  to  the year  ended
December  31, 1994.  This  dollar increase resulted  primarily from an
increase  in legal  fees associated  with a  gas contract  arbitration
matter the II-C Partnership is pursuing against Texaco.   See "Item 3.
Legal Proceedings."    As a  percentage  of oil  and  gas sales,  this
expense increased to 16.4% for  the year ended December 31,  1995 from
8.0%  for the year ended December 31,  1994.  This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales, both of which occurred
during the year ended December 31, 1995.  

                                  51
<PAGE>
<PAGE>
                           II-D Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $427,586 (11.0%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $242,000  and  $901,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by decreases of approximately $367,000
and $344,000, respectively, related to decreases in volumes of oil and
gas  sold and  a $35,000  adjustment  due to  a  net profits  interest
settlement.  Volumes of oil and  gas sold decreased 22,396 barrels and
268,658 Mcf, respectively,  for the  year ended December  31, 1996  as
compared to the year ended December 31, 1995.  The decrease in volumes
of oil sold  resulted primarily from (i) the  sale of four significant
oil producing  wells during the year ended December 31, 1996, (ii) the
shutting-in of one  well during  the year ended  December 31, 1996  in
order to perform  a workover to improve the recovery  of reserves, and
(iii)  normal declines in production due to diminished oil reserves on
two wells during  the year ended December 31, 1996  as compared to the
year ended December 31, 1995.  Average oil and gas prices increased to
$20.03 per barrel  and $1.83 per Mcf, respectively, for the year ended
December   31,  1996  from  $16.39  per  barrel  and  $1.28  per  Mcf,
respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $335,345 (15.7%) for the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.  This decrease  resulted primarily from decreases in  volumes of
oil and gas sold during  the year ended December 31, 1996  as compared
to the year ended December 31,  1995.  As a percentage of oil  and gas
sales, these expenses decreased  to 41.6% for the year  ended December
31,  1996  from 54.8%  for the  year ended  December  31, 1995.   This
percentage  decrease was primarily due to the increases in the average
prices of oil  and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.

                                  52
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $747,734 (48.3%) for the year ended  December 31,
1996 as compared to the  year ended December 31, 1995.   This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining  gas reserves  at December  31, 1996,  (ii) the  decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable  base of oil and  gas properties due  to the impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and gas  sales, this  expense decreased  to 18.5%  for the  year ended
December  31, 1996 from  39.7% for the  year ended  December 31, 1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation, depletion,  and  amortization discussed  above  and  the
increases in  the average prices of  oil and gas sold  during the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.

     As  set  forth under  "Results  of  Operations" above,  the  II-D
Partnership recognized a non-cash  charge against earnings of $370,172
for  the year ended December 31, 1995.   This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-D Partnership's adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December 31, 1996.

     General and administrative expenses decreased $89,014 (16.4%) for
the  year ended  December  31, 1996  as  compared  to the  year  ended
December 31, 1995.   This decrease resulted primarily from  a decrease
in legal fees during the  year ended December 31, 1996 as  compared to
the year  ended December  31, 1995.   As a percentage  of oil  and gas
sales, these expenses decreased  to 10.5% for the year  ended December
31,  1996  from 13.9%  for the  year ended  December  31, 1995.   This
percentage decrease  was primarily due to the  increase in oil and gas
sales discussed above.

     The Limited Partners in  the II-D Partnership have  received cash
distributions through  December 31, 1996  of $22,737,903  or 72.2%  of
Limited Partner capital contributions.

                                  53
<PAGE>
<PAGE>
                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $947,644 (19.5%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.    Of this  decrease, approximately  $161,000  was related  to a
decrease in volumes of gas sold and approximately $839,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase  of  approximately $112,000  related  to an  increase  in the
average price  of oil  sold.   Volumes of oil  and gas  sold decreased
4,697 barrels  and  93,713  Mcf,  respectively,  for  the  year  ended
December 31,  1995 as compared  to the year  ended December 31,  1994.
Average oil prices increased to $16.39  per barrel for the year  ended
December 31, 1995  from $15.13 per barrel for the  year ended December
31, 1994.  Average gas prices decreased to $1.28 per  Mcf for the year
December 31, 1995  from $1.72 per Mcf for the  year ended December 31,
1994.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) increased $400,483 (23.1%) for the year
ended  December 31, 1995  as compared to  the year  ended December 31,
1994.   This  increase was  primarily due  to lease  operating expense
adjustments  recognized  during  the  year  ended  December  31,  1994
associated with changes in  estimates by third party operators  of gas
balancing positions on certain wells, partially offset by the decrease
in volumes  of oil and  gas sold  during the year  ended December  31,
1995.  As a percentage of oil and gas sales,  these expenses increased
to 54.8% for the year ended December 31, 1995 from  35.8% for the year
ended December 31,  1994.   This percentage increase  was primarily  a
result  of the  dollar increase  in oil  and gas  production expenses,
partially offset  by the  decrease in  the average  price of  gas sold
during the year ended December 31, 1995.  

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased  $1,264,015 (44.9%)  for the year  ended December
31, 1995  as compared  to  the year  ended December  31,  1994.   This
decrease was primarily a result of  the decrease in volumes of oil and
gas sold  and  upward  revisions  of  previous  reserve  estimates  at
December 31, 1995.  As a percentage of oil and gas sales, this expense
decreased to 39.7% for the year ended December 31, 1995 from 58.0% for
the  year ended  December  31, 1994.    This percentage  decrease  was
primarily due to the increase in the estimate of remaining reserves at
December 31, 1995,  partially offset  by the decrease  in the  average
price of gas sold during the year ended December 31, 1995.

                                  54
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-D
Partnership recognized a non-cash  charge against earnings of $370,172
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-D Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December  31,  1994  under  the II-D  Partnership's  prior  impairment
policy.  

     General  and administrative  expenses increased  $144,656 (36.3%)
for  the year ended  December 31, 1995  as compared to  the year ended
December  31, 1994.  This  dollar increase resulted  primarily from an
increase  in legal  fees associated  with a  gas contract  arbitration
matter the II-D Partnership is pursuing  against Texaco.  See "Item 3.
Legal  Proceedings."   As  a  percentage of  oil and  gas  sales, this
expense  increased to 13.9% for the  year ended December 31, 1995 from
8.2% for the  year ended December 31, 1994.   This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales, both of which occurred
during the year ended December 31, 1995.  


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

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $395,908 (17.2%) for  the year
ended December  31, 1996 as  compared to  the year ended  December 31,
1995.    Of  this   increase,  approximately  $192,000  and  $465,000,
respectively, were related to  increases in the average prices  of oil
and gas  sold, partially offset by decreases of approximately $166,000
and $100,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of oil  and gas sold  decreased 9,876 barrels  and
76,005  Mcf, respectively,  for the  year ended  December 31,  1996 as
compared to the year ended December 31, 1995.  The decrease in volumes
of oil sold resulted  primarily from (i)  the sale of one  significant
oil producing  well during the year  ended December 31,  1996 and (ii)
normal  declines  in  production  due to  diminished  oil  reserves on
several wells during  the year ended December 31, 1996  as compared to
the  year  ended  December  31, 1995.    Average  oil  and  gas prices
increased  to $20.37 per barrel  and $1.85 per  Mcf, respectively, for
the year ended December 31, 1996 from $16.81 per barrel  and $1.31 per
Mcf, respectively, for the year ended December 31, 1995.

                                  55
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $235,430 (20.5%) for the year
ended December  31, 1996  as compared to  the year ended  December 31,
1995.    This  decrease resulted  primarily  from  (i)  a decrease  in
production expenses due to the sale  of one well during the year ended
December 31,  1996,  (ii) abandonment  expenses incurred  on one  well
during  the  year ended  December  31, 1995,  (iii)  workover expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve the recovery  of reserves, and (iv)  a decrease in  general
repair and maintenance expenses  incurred on several wells  during the
year  ended December 31,  1996 as compared to  the year ended December
31,  1995.   As  a percentage  of oil  and  gas sales,  these expenses
decreased to 33.9% for the year ended December 31, 1996 from 50.0% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due to the dollar decrease in  production expenses discussed
above  and the  increases in the  average prices  of oil  and gas sold
during the year ended December 31,  1996 as compared to the year ended
December 31, 1995.

     Depreciation,   depletion,  and  amortization   of  oil  and  gas
properties  decreased $629,892 (46.4%) for the year ended December 31,
1996  as compared to the year ended  December 31, 1995.  This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining  gas reserves  at December  31, 1996,  (ii) the  decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base  of oil and gas  properties due to the  impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and gas  sales, this  expense decreased to  29.3% for  the year  ended
December  31, 1996  from 59.1% for  the year ended  December 31, 1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion,  and amortization  discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.

     As  set  forth  under "Results  of  Operations"  above, the  II-E
Partnership recognized a non-cash  charge against earnings of $465,045
for  the year ended December 31,  1995.  This impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-E Partnership's adoption of SFAS
No.  121.   No  similar charge  was necessary  during  the year  ended
December 31, 1996.

                                  56
<PAGE>
<PAGE>
     General  and administrative  expenses decreased  $199,100 (32.3%)
for the  year ended December  31, 1996 as  compared to the  year ended
December 31, 1995.   This decrease resulted primarily from  a decrease
in  legal fees during the year ended  December 31, 1996 as compared to
the year  ended December  31, 1995.   As a percentage  of oil  and gas
sales, these expenses decreased  to 15.5% for the year  ended December
31, 1996  from 26.8%  for  the year  ended December  31,  1995.   This
percentage  decrease  was  primarily due  to  the  dollar  decrease in
general  and administrative expenses and  the increase in  oil and gas
sales discussed above.

     The Limited Partners  in the II-E Partnership have  received cash
distributions through  December 31,  1996 of  $13,425,574 or 58.7%  of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total  oil and gas sales  decreased $183,297 (7.4%)  for the year
ended  December 31, 1995  as compared to  the year  ended December 31,
1994.     Of  this  decrease,  approximately   $46,000  and  $366,000,
respectively, were  related to a decrease in volumes of oil sold and a
decrease  in  the  average price  of  gas  sold,  partially offset  by
increases of approximately $143,000 and $87,000, respectively, related
to an increase  in volumes of gas sold and an  increase in the average
price of  oil sold.  Volumes  of oil sold decreased  2,976 barrels and
volumes of gas  sold increased 84,152 Mcf for  the year ended December
31, 1995 as compared to the year ended December 31, 1994.  Average oil
prices increased to $16.81  per barrel for the year ended December 31,
1995 from  $15.45 per  barrel for  the year  ended December  31, 1994.
Average gas  prices  decreased to  $1.31 per  Mcf for  the year  ended
December  31, 1995 from $1.70 per Mcf  for the year ended December 31,
1994. 
                                  57
<PAGE>
<PAGE>
     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) increased $204,609 (21.7%) for the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.   This  increase  was primarily  due to  (i)  a lease  operating
expense adjustment recognized during the  year ended December 31, 1994
associated  with changes in estimates  by the third  party operator of
gas  balancing positions on certain wells, (ii) an increase in volumes
of gas sold during the year ended December 31, 1995, (iii) abandonment
expenses incurred on one well during the year ended December 31, 1995,
and (iv) workover expenses incurred on two wells during the year ended
December 31, 1995 in order to improve the recovery of reserves.   As a
percentage of oil and gas sales, these expenses increased to 50.0% for
the year  ended  December  31, 1995  from  38.0% for  the  year  ended
December 31, 1994.  This percentage increase was primarily a result of
the decrease  in the average price  of gas sold during  the year ended
December 31, 1995.  

     Depreciation,  depletion,  and   amortization  of  oil  and   gas
properties decreased $717,013 (34.5%) for the  year ended December 31,
1995 as compared  to the year ended December 31,  1994.  This decrease
was primarily  a result of  the decrease  in volumes of  oil sold  and
upward  revisions of previous reserve  estimates at December 31, 1995,
partially offset by  the increase in  volumes of gas  sold during  the
same  period.   As a  percentage of  oil and  gas sales,  this expense
decreased to 59.1% for the year ended December 31, 1995 from 83.7% for
the  year ended  December  31, 1994.    This percentage  decrease  was
primarily  due to the increase  in the estimate  of remaining reserves
discussed above.

     As  set  forth under  "Results  of  Operations"  above, the  II-E
Partnership recognized a non-cash  charge against earnings of $465,045
for the year  ended December 31, 1995.  This  impairment provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-E Partnership's adoption of SFAS
No.  121.   No similar  charge  was necessary  during  the year  ended
December  31,  1994  under  the II-E  Partnership's  prior  impairment
policy.  

     General and administrative  expenses increased $344,472  (126.7%)
for the  year ended December  31, 1995 as  compared to the  year ended
December  31, 1994.  This  dollar increase resulted  primarily from an
increase in  legal fees  associated  with a  gas contract  arbitration
matter the II-E Partnership is pursuing against Texaco.   See "Item 3.
Legal  Proceedings."   As  a  percentage of  oil  and gas  sales, this
expense increased to 26.8%  for the year ended December  31, 1995 from
11.0% for the  year ended December 31, 1994.  This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales discussed above.

                                  58
<PAGE>
<PAGE>
                           II-F Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $404,721 (20.0%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $177,000  and  $457,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by decreases of approximately $119,000
and $114,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of  oil and gas  sold decreased 7,378  barrels and
84,102  Mcf, respectively,  for the  year ended  December 31,  1996 as
compared to the  year ended December  31, 1995.   Average oil and  gas
prices increased to $19.83 per barrel and $1.96 per Mcf, respectively,
for the  year ended December 31, 1996 from $16.10 per barrel and $1.36
per Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes) decreased  $17,675 (2.7%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.  This decrease  resulted primarily from decreases in  volumes of
oil  and gas sold during the year  ended December 31, 1996 as compared
to the year  ended December 31, 1995, partially offset  by an increase
in production taxes associated with the increase  in oil and gas sales
discussed above.  As a percentage of oil and gas sales, these expenses
decreased to 26.5% for the year ended December 31, 1996 from 32.6% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due  to the increases in  the average prices of  oil and gas
sold during the  year ended December 31, 1996 as  compared to the year
ended December 31, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased $505,018 (48.7%) for  the year ended December 31,
1996  as compared to the year ended  December 31, 1995.  This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining  gas reserves  at December  31, 1996,  (ii) the  decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of  oil and gas properties  due to the  impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and  gas sales, this  expense decreased  to 21.8%  for the  year ended
December 31, 1996  from 51.1% for  the year ended  December 31,  1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion,  and  amortization discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December 31,  1996 as compared  to the  year ended December  31,
1995.

                                  59
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-F
Partnership recognized a non-cash  charge against earnings of $312,270
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-F Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses decreased to 8.5%  for the year ended December  31, 1996 from
9.9% for the year ended December  31, 1995.  This percentage  decrease
was primarily  due to the increases  in the average prices  of oil and
gas sold  during the year ended  December 31, 1996 as  compared to the
year ended December 31, 1995.

     The Limited Partners in  the II-F Partnership have  received cash
distributions through  December 31, 1996  of $13,042,051  or 76.1%  of
Limited Partner capital contributions.


                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $287,972 (12.4%) for  the year
ended  December 31, 1995  as compared to  the year ended  December 31,
1994.    Of this  decrease, approximately  $133,000  was related  to a
decrease in volumes of oil sold and approximately $237,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase  of  approximately  $68,000  related to  an  increase  in the
average  price  of oil  sold.   Volumes  of  oil sold  decreased 8,950
barrels  and volumes  of gas  sold increased 12,176  Mcf for  the year
ended December  31, 1995  as compared to  the year ended  December 31,
1994.  Average oil prices increased to $16.10 per barrel  for the year
ended December 31,  1995 from  $14.85 per  barrel for  the year  ended
December 31,  1994.  Average gas prices decreased to $1.36 per Mcf for
the year ended December 31, 1995 from $1.64 per Mcf for the year ended
December 31, 1994. 

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $115,977 (14.9%) for the year
ended December 31,  1995 as compared  to the year  ended December  31,
1994.   This decrease was primarily due  to the decrease in volumes of
oil sold coupled  with a  decrease in expenses  related to  workovers,
repairs, and power  and fuel during the year ended  December 31, 1995.
As  a percentage  of  oil  and  gas  sales,  these  expenses  remained
relatively  constant at 32.6% for the  year ended December 31, 1995 as
compared to 33.6% for the year ended December 31, 1994.  

                                  60
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $233,854 (18.4%) for the year ended  December 31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was  primarily a result of the decrease  in volumes of oil sold during
the  year ended  December 31,  1995 and  upward revisions  of previous
reserve estimates  at December 31, 1995.   As a percentage  of oil and
gas sales, this expense decreased to 51.1% for the year ended December
31,  1995 from  54.8% for  the  year ended  December 31,  1994.   This
percentage  decrease was primarily due to the increase in the estimate
of  remaining  reserves  discussed  above,  partially  offset  by  the
decrease in  the  average price  of  gas sold  during the  year  ended
December 31, 1995.

     As  set  forth under  "Results  of  Operations" above,  the  II-F
Partnership recognized a non-cash  charge against earnings of $312,270
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-F Partnership's adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December  31,  1994  under  the II-F  Partnership's  prior  impairment
policy.  

     General and administrative expenses remained  relatively constant
for the year ended December 31, 1995 as compared to the similar period
in  1994.   As  a percentage  of  oil and  gas  sales, these  expenses
increased slightly to 9.9%  for the year ended December 31,  1995 from
8.8%  for the year ended  December 31, 1994.  This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended  December 31,  1995 as compared  to the year  ended December 31,
1994.   
                                  61
<PAGE>
<PAGE>
                           II-G Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $810,712 (18.6%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.    Of  this   increase,  approximately  $370,000  and  $976,000,
respectively, were related to  increases in the average prices  of oil
and  gas sold, partially offset by decreases of approximately $252,000
and $281,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of oil  and gas sold decreased  15,613 barrels and
206,385 Mcf, respectively,  for the  year ended December  31, 1996  as
compared to the  year ended December  31, 1995.   Average oil and  gas
prices increased to $19.83 per barrel and $1.96 per Mcf, respectively,
for the  year ended December 31, 1996 from $16.11 per barrel and $1.36
per Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes) decreased  $69,103 (4.7%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.  This decrease  resulted primarily from decreases in  volumes of
oil  and gas sold during the year  ended December 31, 1996 as compared
to the year  ended December 31, 1995, partially offset  by an increase
in production taxes associated with the increase  in oil and gas sales
discussed above.  As a percentage of oil and gas sales, these expenses
decreased to 26.9% for the year ended December 31, 1996 from 33.5% for
the  year ended  December  31, 1995.    This percentage  decrease  was
primarily due  to the increases in  the average prices of  oil and gas
sold during the  year ended December 31, 1996 as  compared to the year
ended December 31, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased  $1,143,679 (49.6%)  for the year  ended December
31, 1996  as compared  to  the year  ended December  31,  1995.   This
decrease  resulted  primarily  from  (i)  an  upward  revision in  the
estimate  of remaining  gas reserves  at December  31, 1996,  (ii) the
decrease in volumes of oil and gas sold during the year ended December
31, 1996 as compared to  the year ended December 31, 1995, and (iii) a
reduction in  the depletable base of oil and gas properties due to the
impairment  provision recorded  in  1995 as  discussed  below.   As  a
percentage of oil and gas  sales, this expense decreased to 22.5%  for
the  year  ended December  31,  1996 from  53.1%  for  the year  ended
December  31, 1995.  This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization discussed
above and  the increases in  the average  prices of oil  and gas  sold
during the year ended December 31, 1996 as compared to  the year ended
December 31, 1995.

                                  62
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-G
Partnership recognized a non-cash  charge against earnings of $839,228
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-G Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996.

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses  remained  relatively constant  at  8.7% for  the  year ended
December 31, 1996 as compared to 10.1% for the year ended December 31,
1995.

     The Limited Partners in  the II-G Partnership have received  cash
distributions through  December 31,  1996 of  $26,638,371 or  71.6% of
Limited Partner capital contributions.

                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $768,689 (15.0%) for  the year
ended December  31, 1995 as  compared to  the year ended  December 31,
1994.    Of  this   decrease,  approximately  $280,000  and  $145,000,
respectively, were related to decreases in volumes of oil and gas sold
and  approximately $495,000 was related  to a decrease  in the average
price  of gas sold, partially  offset by an  increase of approximately
$144,000 related  to an  increase in  the average  price of oil  sold.
Volumes of oil  and gas sold decreased 18,828 barrels  and 88,781 Mcf,
respectively, for the year ended December 31, 1995  as compared to the
year ended December 31, 1994.  Average oil prices increased  to $16.11
per barrel for the year ended December 31, 1995 from $14.86 per barrel
for the year ended December 31, 1994.  Average gas prices decreased to
$1.36 per Mcf for the year ended December 31, 1995 from  $1.63 per Mcf
for the year ended December 31, 1994. 

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $372,201 (20.4%) for the year
ended December 31,  1995 as  compared to the  year ended December  31,
1994.   This decrease was primarily due  to the decrease in volumes of
oil and  gas  sold coupled  with  a decrease  in expenses  related  to
workovers and production facilities during the year ended December 31,
1995.  As a percentage of oil and gas sales,  these expenses decreased
to 33.5% for the year ended December 31, 1995  from 35.7% for the year
ended December 31, 1994.   This percentage decrease was  primarily due
to  the decrease in workover  expenses during the  year ended December
31, 1995 as compared to the year ended December 31, 1994.  

                                  63
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $502,587 (17.9%) for the year ended  December 31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was primarily  a result of the decrease in volumes of oil and gas sold
during  the year  ended  December 31,  1995  and upward  revisions  of
previous  reserve estimates at December 31,  1995.  As a percentage of
oil and gas sales, this expense decreased to 53.1% for  the year ended
December  31, 1995  from 54.9% for  the year ended  December 31, 1994.
This percentage decrease was  primarily due to the upward  revision in
reserve estimates discussed above, partially offset by the decrease in
the average price of gas sold  during the year ended December 31, 1995
as compared to the year ended December 31, 1994.  

     As  set  forth under  "Results  of  Operations" above,  the  II-G
Partnership recognized a non-cash  charge against earnings of $839,228
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-G Partnership's adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December  31,  1994  under  the II-G  Partnership's  prior  impairment
policy.  

     General and administrative expenses remained  relatively constant
for the year ended December 31, 1995 as compared to the similar period
in  1994.   As  a percentage  of  oil and  gas  sales, these  expenses
increased to  10.1% for the year ended December 31, 1995 from 8.6% for
the  year ended December 31,  1994 due to the  decrease in oil and gas
sales during the year ended December  31, 1995 as compared to the year
ended December 31, 1994.  

                                  64
<PAGE>
<PAGE>
                           II-H Partnership
                           ----------------

                 Year Ended December 31, 1996 Compared
                    to Year Ended December 31, 1995
                 -------------------------------------

     Total oil and gas  sales increased $187,487 (18.0%) for  the year
ended December 31,  1996 as  compared to the  year ended December  31,
1995.     Of  this  increase,  approximately   $86,000  and  $234,000,
respectively, were related to  increases in the average prices  of oil
and gas sold,  partially offset by decreases of  approximately $60,000
and  $71,000, respectively, related to decreases in volumes of oil and
gas sold.   Volumes of  oil and gas  sold decreased 3,698  barrels and
52,708  Mcf, respectively,  for the  year ended  December 31,  1996 as
compared to the  year ended December  31, 1995.   Average oil and  gas
prices increased to $19.85 per barrel and $1.94 per Mcf, respectively,
for the  year ended December 31, 1996 from $16.12 per barrel and $1.35
per Mcf, respectively, for the year ended December 31, 1995.

     Oil  and  gas  production  expenses  (including  lease  operating
expenses  and production taxes) decreased  $19,594 (5.5%) for the year
ended December 31,  1996 as compared  to the year  ended December  31,
1995.   This decrease resulted primarily from the decreases in volumes
of  oil  and gas  sold  during the  year  ended December  31,  1996 as
compared to the  year ended December 31, 1995, partially  offset by an
increase in production taxes  associated with the increase in  oil and
gas  sales discussed  above.  As  a percentage  of oil  and gas sales,
these expenses decreased to 27.6% for the year ended December 31, 1996
from 34.4%  for the  year ended  December 31, 1995.   This  percentage
decrease  was primarily due to the increases  in the average prices of
oil and gas  sold during the year ended December  31, 1996 as compared
to the year ended December 31, 1995.

     Depreciation,  depletion,   and  amortization  of  oil   and  gas
properties decreased $269,588 (49.0%) for  the year ended December 31,
1996  as compared to the year ended  December 31, 1995.  This decrease
resulted  primarily from  (i) an  upward revision  in the  estimate of
remaining  gas reserves  at December  31, 1996,  (ii) the  decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of  oil and gas properties  due to the  impairment
provision recorded in 1995 as discussed below.  As a percentage of oil
and  gas sales, this  expense decreased  to 22.8%  for the  year ended
December 31, 1996  from 52.8% for  the year ended  December 31,  1995.
This percentage decrease was  primarily due to the dollar  decrease in
depreciation,  depletion,  and  amortization discussed  above  and the
increases in  the average prices of  oil and gas sold  during the year
ended December 31,  1996 as compared  to the  year ended December  31,
1995.

                                  65
<PAGE>
<PAGE>
     As  set  forth  under "Results  of  Operations"  above, the  II-H
Partnership recognized a non-cash  charge against earnings of $259,808
for the year ended December 31,  1995.  This impairment provision  was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-H Partnership's adoption of SFAS
No. 121.    No similar  charge  was necessary  during  the year  ended
December 31, 1996. 

     General  and administrative expenses remained relatively constant
for the  year ended December  31, 1996 as  compared to the  year ended
December  31,  1995.   As a  percentage of  oil  and gas  sales, these
expenses decreased to 9.0%  for the year ended December  31, 1996 from
10.3% for the  year ended December 31, 1995.  This percentage decrease
was primarily  due to the increases  in the average prices  of oil and
gas sold  during the year ended  December 31, 1996 as  compared to the
year ended December 31, 1995.

     The Limited Partners in  the II-H Partnership have  received cash
distributions  through December  31,  1996 of  $6,163,364 or  67.2% of
Limited Partner capital contributions.

                 Year Ended December 31, 1995 Compared
                    to Year Ended December 31, 1994
                 -------------------------------------

     Total oil and gas  sales decreased $166,151 (13.7%) for  the year
ended December  31, 1995 as  compared to the  year ended  December 31,
1994.   Of  this  decrease, approximately  $65,000  was related  to  a
decrease in volumes of oil sold and approximately $130,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase  of  approximately $34,000  related  to  an increase  in  the
average price  of oil sold.   Volumes  of oil and  gas sold  decreased
4,371 barrels and 2,807 Mcf, respectively, for the year ended December
31, 1995 as compared to the year ended December 31, 1994.  Average oil
prices increased to  $16.12 per barrel for the year ended December 31,
1995 from  $14.86 per  barrel for  the year  ended December  31, 1994.
Average  gas  prices decreased  to $1.35  per Mcf  for the  year ended
December 31, 1995 from $1.64  per Mcf for the year ended  December 31,
1994. 

     Oil  and  gas  production  expenses  (including  lease  operating
expenses and production taxes) decreased $68,709 (16.1%) for the  year
ended  December 31, 1995  as compared to  the year  ended December 31,
1994.  This decrease was  primarily due to the decrease in  volumes of
oil and  gas sold  and a  decrease  in expenses  related to  workovers
during the year ended December 31,  1995 as compared to the year ended
December  31,  1994.   As a  percentage of  oil  and gas  sales, these
expenses  remained relatively  constant at  34.4% for  the  year ended
December 31,  1995 compared to  35.4% for the year  ended December 31,
1994.  
                                  66
<PAGE>
<PAGE>
     Depreciation,  depletion,   and  amortization  of   oil  and  gas
properties decreased $149,340 (21.3%) for the year ended  December 31,
1995 as compared to the  year ended December 31, 1994.   This decrease
was primarily  a result of the decrease in volumes of oil and gas sold
during  the year  ended  December 31,  1995  and upward  revisions  of
previous  reserve estimates at December 31,  1995.  As a percentage of
oil and gas sales, this expense decreased to 52.8% for  the year ended
December  31, 1995  from 57.9% for  the year ended  December 31, 1994.
This  percentage decrease  was primarily  due to  the increase  in the
estimate of  remaining reserves  discussed above, partially  offset by
the decrease  in the average price  of gas sold during  the year ended
December 31, 1995.

     As  set  forth under  "Results  of  Operations" above,  the  II-H
Partnership recognized a non-cash  charge against earnings of $259,808
for the year ended  December 31, 1995.  This impairment  provision was
necessary  due  to the  unamortized costs  of  oil and  gas properties
exceeding the undiscounted future  net revenues from such oil  and gas
properties, in accordance with the II-H Partnership's adoption of SFAS
No.  121.   No  similar charge  was  necessary during  the  year ended
December  31,  1994  under  the II-H  Partnership's  prior  impairment
policy.  

     General and administrative  expenses decreased $3,398  (3.1%) for
the  year  ended December  31,  1995  as compared  to  the year  ended
December 31, 1994.   This  dollar decrease resulted  primarily from  a
decrease in  professional and filing fees.  As a percentage of oil and
gas  sales, these  expenses  increased to  10.3%  for the  year  ended
December 31,  1995 from  9.2% for the  year ended  December 31,  1994.
This percentage increase  resulted primarily from the decrease  in oil
and  gas sales during the year ended  December 31, 1995 as compared to
the year ended December 31, 1994.  


     Average Sales Prices, Production  Volumes, and Average Production
     Costs

     The following is a  comparison 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 the  years ended December  31,
1996, 1995, and 1994. These factors comprise the change in net oil and
gas operations discussed in the "Results of Operations" section above.

                                  67
<PAGE>
<PAGE>
                         1996 Compared to 1995
                         ---------------------

                         Average Sales Prices
   ------------------------------------------------------------
   P/ship          1996                1995           % Change
   ------    ----------------    ----------------    ----------
               Oil      Gas        Oil      Gas
             ($/Bbl)  ($/Mcf)    ($/Bbl)  ($/Mcf)    Oil    Gas
             -------  -------    -------  -------    ---   ----
    II-A     $20.40   $2.15       $16.86   $1.49     21%   44%
    II-B      20.92    2.15        16.62    1.54     26%   40%
    II-C      21.14    2.04        16.92    1.46     25%   40%
    II-D      20.03    1.83        16.39    1.28     22%   43%
    II-E      20.37    1.85        16.81    1.31     21%   41%
    II-F      19.83    1.96        16.10    1.36     23%   44%
    II-G      19.83    1.96        16.11    1.36     23%   44%
    II-H      19.85    1.94        16.12    1.35     23%   44%


                          Production Volumes
------------------------------------------------------------------
P/ship         1996                 1995            % Change
------  ------------------   ------------------   ----------------
          Oil       Gas        Oil       Gas        Oil     Gas
        (Bbls)     (Mcf)     (Bbls)     (Mcf)     (Bbls)   (Mcf)
        -------  ---------   ------   ---------   ------   -----
 II-A   103,230  1,737,090   120,420  1,768,316    (14%)   ( 2%)
 II-B    74,434  1,219,775    81,304  1,205,296    ( 8%)     1%
 II-C    25,093    685,344    26,383    737,277    ( 5%)   ( 7%)
 II-D    66,517  1,637,645    88,913  1,906,303    (25%)   (14%)
 II-E    53,804    861,464    63,680    937,469    (16%)   ( 8%)
 II-F    47,395    761,702    54,773    845,804    (13%)   (10%)
 II-G    99,593  1,626,530   115,206  1,832,915    (14%)   (11%)
 II-H    23,172    397,146    26,870    449,854    (14%)   (12%)


                       Average Production Costs
                     per Equivalent Barrel of Oil
                 --------------------------------
                 P/ship     1996   1995  % Change
                 ------    -----  -----  --------
                  II-A     $4.94  $4.45    11%
                  II-B      4.19   5.40   (22%)
                  II-C      4.33   4.68   ( 7%)
                  II-D      5.31   5.25     1%
                  II-E      4.63   5.22   (11%)
                  II-F      3.69   3.38     9%
                  II-G      3.74   3.46     8%
                  II-H      3.80   3.52     8%

                                  68
<PAGE>
<PAGE>
                         1995 Compared to 1994
                         ---------------------

                         Average Sales Prices
   ------------------------------------------------------------
   P/ship          1995                1994           % Change
   ------    ----------------    ----------------    ----------
               Oil      Gas        Oil      Gas
             ($/Bbl)  ($/Mcf)    ($/Bbl)  ($/Mcf)    Oil   Gas
             -------  -------    -------  -------    ---  -----
    II-A      $16.86   $1.49      $15.12   $1.84     12%  (19%)
    II-B       16.62    1.54       15.15    1.83     10%  (16%)
    II-C       16.92    1.46       15.67    1.80      8%  (19%)
    II-D       16.39    1.28       15.13    1.72      8%  (26%)
    II-E       16.81    1.31       15.45    1.70      9%  (23%)
    II-F       16.10    1.36       14.85    1.64      8%  (17%)
    II-G       16.11    1.36       14.86    1.63      8%  (17%)
    II-H       16.12    1.35       14.86    1.64      8%  (18%)


                          Production Volumes
----------------------------------------------------------------
P/ship          1995                 1994            % Change
------   ------------------   ------------------   -------------
           Oil       Gas        Oil       Gas        Oil    Gas
         (Bbls)     (Mcf)     (Bbls)     (Mcf)     (Bbls)  (Mcf)
         -------  ---------   ------   ---------   ------  -----
 II-A    120,420  1,768,316   150,281  2,226,658   (20%)   (21%)
 II-B     81,304  1,205,296   111,099  1,649,869   (27%)   (27%)
 II-C     26,383    737,277    34,074    975,652   (23%)   (24%)
 II-D     88,913  1,906,303    93,610  2,000,016   ( 5%)   ( 5%)
 II-E     63,680    937,469    66,656    853,317   ( 4%)    10%
 II-F     54,773    845,804    63,723    833,628   (14%)     1%
 II-G    115,206  1,832,915   134,034  1,921,696   (14%)   ( 5%)
 II-H     26,870    449,854    31,241    452,661   (14%)   ( 1%)


                       Average Production Costs
                     per Equivalent Barrel of Oil
                 --------------------------------
                 P/ship     1995   1994  % Change
                 ------    -----  -----  --------
                  II-A     $4.45  $4.57  ( 2.6%)
                  II-B      5.40   5.22    3.4%
                  II-C      4.68   4.17   12.2%
                  II-D      5.25   4.07   29.0%
                  II-E      5.22   4.52   15.5%
                  II-F      3.38   3.84  (12.0%)
                  II-G      3.46   4.02  (13.9%)
                  II-H      3.52   4.01  (12.2%)

                                  69
<PAGE>
<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 production
levels for the year  ended December 31, 1996, the  Partnerships proved
reserve  quantities at  December  31, 1996  would  have the  following
lives:

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

                 II-A          5.3           6.7
                 II-B          4.6           6.8
                 II-C          6.2           8.1
                 II-D          6.7           7.4
                 II-E          6.6           5.6
                 II-F          6.1           7.7
                 II-G          6.2           7.7
                 II-H          6.3           7.7


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

     The Samson  Companies are currently in the  process of evaluating
certain oil and  gas properties  owned by the  Partnerships and  other
entities of  the Samson Companies.  As a result of such evaluation, it
is expected  that certain of  these properties  will be placed  in bid
packages and offered  for sale during the  first half of 1997.   It is
likely that  the Partnerships will  have an  interest in  some of  the
properties being sold.   It is currently  estimated that the value  of
such   sales,  as  a  percentage  of  total  proved  reserves  of  any
Partnership, will range from 1% to 20%.

     The decision to accept any  offer for the purchase of a  property
owned by  one or more Partnerships will be made by the General Partner
after  giving due  consideration to  the offer  price and  the General
Partner's estimate  of both  the property's remaining  proved reserves
and future  operating costs.  Net  proceeds from the sale  of any such
properties  will  be distributed  to  the  Partnerships  and  will  be
included in  the calculation  of the Partnerships'  cash distributions
for the quarter immediately following the Partnerships' receipt of the
proceeds.

                                  70
<PAGE>
<PAGE>
     Following completion  of any sale, the  Partnerships' quantity of
proved reserves  will  be  reduced.   It  is also  possible  that  the
Partnerships'  repurchase values  and future cash  distributions could
decline as a result of a  reduction of the Partnerships' reserve base.
On  the other  hand,  the  General  Partner  believes  there  will  be
beneficial   operating  efficiencies  related   to  the  Partnerships'
remaining properties.    This is  primarily due to  the fact that  the
properties being  considered for sale are more likely to bear a higher
ratio  of  operating  expenses  as   compared  to  reserves  than  the
properties not  being considered  for sale.   The  net effect  of such
property sales is  difficult to predict as of the  date of this Annual
Report.

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


     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 1996.   Oil and gas
prices  have fluctuated  during recent  years and  generally  have not
followed the same pattern as inflation.  See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                                  71
<PAGE>
<PAGE>
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    44  President and Director

     Judy K. Fox        45  Secretary

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

     Dennis  R. Neill joined the  Samson Companies in  1981, was named
Senior Vice President and  Director of Geodyne  on March 3, 1993,  and
was named President of Geodyne on June 30, 1996.  Prior to joining the
Samson Companies, 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;  President  and  Director  of  Samson  Properties
Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation,
Geodyne Depositary Company,  Geodyne Institutional Depositary Company,
Geodyne  Nominee Corporation,  Berry  Gas Company,  Circle L  Drilling
Company,  and Compression,  Inc.; and  President and  Chairman  of the
Board of Directors of Samson Securities Company.

     Judy K.  Fox joined the  Samson Companies  in 1990 and  was named
Secretary of  Geodyne on June 30,  1996.  Prior to  joining the Samson
Companies,  she served as Gas Contract Manager for Ely Energy Company.
Ms.  Fox is  also Secretary  of Berry Gas  Company, Circle  L Drilling
Company,  Compression,  Inc.,   Dyco  Petroleum  Corporation,  Geodyne
Depositary Company, Geodyne Institutional Depositary  Company, Geodyne
Nominee   Corporation,   Samson  Hydrocarbons   Company,   and  Samson
Properties Incorporated.

                                  72
<PAGE>
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

     The  General Partner and its affiliates are reimbursed for actual
general  and administrative  costs  and operating  costs incurred  and
attributable  to the conduct of the business affairs and operations of
the Partnerships, computed on a  cost basis, determined in  accordance
with generally accepted accounting  principles.  Such reimbursed costs
and  expenses  allocated  to  the Partnerships  include  office  rent,
secretarial,   employee   compensation   and   benefits,   travel  and
communication costs,  fees for professional services,  and other items
generally classified as general or administrative expense.  The amount
of general and administrative expense allocated to the General Partner
and its affiliates which was charged to each Partnership for the years
ended December  31, 1996,  1995, and  1994 is set  forth in  the table
below.


         Partnership      1996        1995        1994
         -----------    --------    --------    --------

            II-A        $509,772    $509,772    $509,772
            II-B         380,760     380,760     380,757
            II-C         162,756     162,756     162,759
            II-D         331,452     331,452     331,451
            II-E         240,864     240,864     240,864
            II-F         180,420     180,420     180,421
            II-G         391,776     391,776     391,778
            II-H          96,540      96,540      96,358


     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 for the years ended December 31, 1996, 1995, and 1994:

                                  73
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-A Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $270,179    -       -         -            -          -         -
                  1995   $278,336    -       -         -            -          -         -
                  1996   $298,217    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-A Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     A Partnership and no individual's salary or other compensation reimbursement from the II-A
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               74
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-B Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $201,801    -       -         -            -          -         -
                  1995   $207,895    -       -         -            -          -         -
                  1996   $222,745    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-B Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     B Partnership and no individual's salary or other compensation reimbursement from the II-B
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               75
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-C Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $86,262     -       -         -            -          -         -
                  1995   $88,865     -       -         -            -          -         -
                  1996   $95,212     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-C Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     C Partnership and no individual's salary or other compensation reimbursement from the II-C
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               76
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-D Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $175,669    -       -         -            -          -         -
                  1995   $180,973    -       -         -            -          -         -
                  1996   $193,899    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-D Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     D Partnership and no individual's salary or other compensation reimbursement from the II-D
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               77
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-E Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C> 
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $127,658    -       -         -            -          -         -
                  1995   $131,512    -       -         -            -          -         -
                  1996   $140,905    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-E Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     E Partnership and no individual's salary or other compensation reimbursement from the II-E
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>

                                               78
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-F Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $ 95,623    -       -         -            -          -         -
                  1995   $ 98,509    -       -         -            -          -         -
                  1996   $105,546    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-F Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     F Partnership and no individual's salary or other compensation reimbursement from the II-F
     Partnership equals or exceeds $100,000 per annum.  
</TABLE>
                                               79
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-G Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $207,643    -       -         -            -          -         -
                  1995   $213,910    -       -         -            -          -         -
                  1996   $229,189    -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-G Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     G Partnership and no individual's salary or other compensation reimbursement from the II-G
     Partnership equals or exceeds $100,000 per annum.  

</TABLE>
                                               80
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Salary Reimbursements

                                        II-H Partnership
                                        ----------------
                              Three Years Ended December 31, 1996

                                                         Long Term Compensation
                                                     -------------------------------
                            Annual Compensation             Awards           Payouts
                         -------------------------   ---------------------   -------
                                                                   Securi-
                                            Other                   ties                 All
     Name                                   Annual   Restricted    Under-               Other
      and                                  Compen-     Stock       lying      LTIP     Compen-
   Principal             Salary     Bonus  sation     Award(s)    Options/   Payouts   sation
   Position       Year     ($)       ($)     ($)        ($)        SARs(#)     ($)       ($)
---------------   ----   -------   ------- -------   ----------   --------   -------   -------
<S>               <C>    <C>       <C>     <C>       <C>          <C>        <C>       <C>
C. Philip 
Tholen,
President,
Chief Executive
Officer(1)(2)     1994     -         -       -         -            -          -         -
                  1995     -         -       -         -            -          -         -
                  1996     -         -       -         -            -          -         -
Dennis R. Neill,
President(2)(3)   1996     -         -       -         -            -          -         -

All Executive
Officers, 
Directors,
and Employees
as a group(4)     1994   $51,070     -       -         -            -          -         -
                  1995   $52,711     -       -         -            -          -         -
                  1996   $56,476     -       -         -            -          -         -
----------
(1)  Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2)  The  general and administrative expenses paid by  the II-H Partnership and attributable to
     salary reimbursements do not include any  salary or other compensation attributable to Mr.
     Tholen or Mr. Neill.
(3)  Mr. Neill became President of Geodyne on July 1, 1996.
(4)  No officer or director of Geodyne or its affiliates provides full-time services to the II-
     H Partnership and no individual's salary or other compensation reimbursement from the II-H
     Partnership equals or exceeds $100,000 per annum.  

</TABLE>
                                               81
<PAGE>
<PAGE>
     During  1994 and 1995 El  Paso, an affiliate  of the Partnerships
until December 6, 1995,  purchased a portion of the  Partnerships' gas
at market  prices and resold such gas at market prices directly to end
users and local  distribution companies.   The table below  summarizes
the dollar amount  of gas sold by the Partnerships  to Premier for the
years ended December 31, 1995 and 1994.


         Partnership      1995       1994
         -----------    --------  ----------

            II-A        $825,515  $1,085,911
            II-B         374,717     595,951
            II-C         225,948     365,980
            II-D         682,346     909,348
            II-E         593,218     618,067
            II-F         367,527     543,786
            II-G         776,211   1,150,665
            II-H         182,878     272,053


After  December  6, 1995  the Partnerships'  gas  was marketed  by the
General  Partner and  its  affiliates, who  were  reimbursed for  such
activities as  general  and administrative  expenses.   See "Item  13.
Certain Relationships and Related Transactions."

     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.

     In  addition  to  the  compensation/reimbursements  noted  above,
during the three years  ended December 31, 1996, the  Samson Companies
were in the  business of  supplying field and  drilling equipment  and
services  to  affiliated and  unaffiliated  parties  in the  industry.
These  companies may have provided equipment and services for wells in
which the Partnerships have an interest.  These equipment and services
were 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.

                                  82
<PAGE>
<PAGE>
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 28, 1997 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                     56,064.00   (11.6%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            56,064.00   (11.6%)

II-B Partnership:
----------------
 Samson Resources Company                     48,360.00   (13.4%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            48,360.00   (13.4%)

II-C Partnership:
----------------
 Samson Resources Company                     22,210.50   (14.4%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            22,210.50   (14.4%)

II-D Partnership:
----------------
 Samson Resources Company                     35,703.00   (11.3%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            35,703.00   (11.3%)

                                  83
<PAGE>
<PAGE>
II-E Partnership:
----------------
 Samson Resources Company                     30,413.67   (13.3%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            30,413.67   (13.3%)

II-F Partnership:
----------------
 Samson Resources Company                     21,917.75   (12.8%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            21,917.75   (12.8%)

II-G Partnership:
----------------
 Samson Resources Company                     35,452.00   ( 9.5%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            35,452.00   ( 9.5%)

II-H Partnership:
----------------
 Samson Resources Company                     12,082.00   (13.2%)
 All affiliates, directors,
   and officers of the General
   Partner as a group and
   the General Partner (4 persons)            12,082.00   (13.2%)


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

                                  84
<PAGE>
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

                                  85
<PAGE>
<PAGE>
     As a result of Samson Investment Company's ("Samson") acquisition
of the  General Partner and  its affiliates, Samson,  PaineWebber, and
the  General Partner  and certain  of its  affiliates entered  into an
advisory  agreement  which  relates  primarily  to  the  Partnerships.
PaineWebber served as the  dealer manager of the original  offering of
Units.   The Advisory Agreement became  effective on March 3, 1993 and
will expire on  March 3, 1998.  The  Advisory Agreement provides that:
(i)  Samson and  the General Partner  will comply, and  will cause the
Partnerships to comply, with  provisions of the Partnership Agreements
(including all  restrictions, prohibitions,  and  other provisions  of
such  agreements  concerning  transactions  in  which  Samson  or  its
affiliates  purchase or sell properties from or to, or render services
to,  the Partnerships  and the  terms of  such agreements  relating to
farmouts of oil and gas properties), and Samson will cause the General
Partner  to comply with  all applicable fiduciary  duties; (ii) Samson
will review periodically with PaineWebber on a retrospective basis the
general operations and performance  of the Partnerships and the  terms
of  any   material  transaction   by  a  Partnership,   including  any
transaction that  involves participation by the  Samson Companies; and
(iii)  Samson will review with PaineWebber on a prospective basis, and
will allow  PaineWebber to advise  Samson and  to comment on,  (A) any
General Partner-initiated  amendment to a  Partnership Agreement which
requires a vote  of the Limited  Partners of such Partnership  and (B)
any proposal initiated by the General Partner or any of its affiliates
that  would involve  a reorganization, merger,  or consolidation  of a
Partnership, a  sale of all  or substantially all  of the assets  of a
Partnership  (including a  roll-up or  corporate stock  exchange), the
liquidation  or dissolution of a Partnership, or the exchange of cash,
securities, or other assets for all or any outstanding Units.

                                  86
<PAGE>
<PAGE>
     In addition, the Advisory Agreement provides, among other things,
that: (i) Samson will cause the General Partner to offer to repurchase
Units  at  a  price  to  be  calculated  in  accordance  with  certain
guidelines and to be paid in cash or a combination of cash and certain
securities, all subject to  certain limitations and restrictions; (ii)
Samson will  provide PaineWebber  certain information relating  to the
Partnerships and the  Limited Partners; (iii)  Samson and the  General
Partner  will maintain  an "800"  investor services  telephone number;
(iv) Samson and  the General  Partner will take  certain actions  with
respect  to  oil  and  gas  properties  held  by  nominees,  insurance
maintained by the Partnerships, approval as to transfers  of interests
in  the  Partnerships,  and   the  selection  of  independent  reserve
engineers; (v) Samson and the General Partner acknowledge the standing
of PaineWebber  to institute actions, subject  to certain limitations,
in connection with  the Advisory  Agreement on behalf  of the  Limited
Partners; and  (vi) if  Samson  proposes a  consolidation, merger,  or
exchange offer involving any limited partnership managed by Samson, it
will propose to include all of the Partnerships in such transaction or
provide  a statement to PaineWebber as to  the reasons why some or all
of the Partnerships are not included in such transaction.

     Pursuant  to  the Advisory  Agreement,  the  General Partner  has
agreed to  reimburse PaineWebber for all  reasonable expenses incurred
by  it in  connection with  the matters  contemplated by  the Advisory
Agreement, and Samson has agreed to indemnify PaineWebber and  certain
related parties  from certain liabilities incurred  in connection with
the Advisory Agreement.

     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  the  Samson
Companies, 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  the  Samson Companies.   On  the  other hand,
management believes that  the Partnerships'  negotiating strength  and
contractual  positions   have  been   enhanced  by  virtue   of  their
affiliation with the Samson  Companies.  For a description  of certain
of the relationships and related transactions see  "Item 11. Executive
Compensation."

                                  87
<PAGE>
<PAGE>
                                PART IV

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


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

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

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

               as  of December 31,  1996 and 1995 and  for each of the
               three years in  the period ended December  31, 1996 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.

                                  88
<PAGE>
<PAGE>
                    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  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  Advisory Agreement dated  as of November 24,  1992
                    between  Samson,  PaineWebber, Geodyne  Resources,
                    Geodyne   Properties,  Inc.,   Geodyne  Production
                    Company,  and  Geodyne  Energy  Company  filed  as
                    Exhibit 28.3  to  Registrant's Current  Report  on
                    Form  8-K  on  December  24, 1992  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-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.

                                  89
<PAGE>
<PAGE>
               4.5  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.

               4.6  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.

               4.7  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.

               4.8  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.

               4.9  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.  

                                  90
<PAGE>
<PAGE>
               4.10 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. 

               4.11 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.   

               4.12 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.  

               4.13 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.  

               4.14 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.  

               4.15 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.  

                                  91
<PAGE>
<PAGE>
          *    23.1 Consent of Ryder Scott Company Petroleum Engineers
                    for Geodyne Energy  Income Limited Partnership II-
                    A.

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

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

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

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

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

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

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

          *    27.1 Financial   Data   Schedule   containing   summary
                    financial information extracted  from the  Geodyne
                    Energy Income Limited Partnership II-A's financial
                    statements  as of  December 31,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.

                                  92
<PAGE>
<PAGE>
          *    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,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.

          *    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,  1996 and  for the
                    year ended December 31, 1996.


               All other Exhibits are omitted as inapplicable.

               ----------

               *Filed herewith.


     (b)  Reports on Form 8-K for the fourth quarter of 1996:

               None.

                                  93
<PAGE>
<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

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  94
<PAGE>
<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-B

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  95
<PAGE>
<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-C

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  96
<PAGE>
<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-D

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  97
<PAGE>
<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-E

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  98
<PAGE>
<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-F

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                 99
<PAGE>
<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-G

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox

                                  100
<PAGE>
<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-H

                              By:  GEODYNE RESOURCES, INC.
                                   General Partner

                                   March 18, 1997


                              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          March 18, 1997
     -------------------    Director (Principal
        Dennis R. Neill     Executive Officer)

     /s/Patrick M. Hall     (Principal             March 18, 1997
     -------------------    Financial and
        Patrick M. Hall     Accounting Officer)

     /s/Judy K. Fox         Secretary              March 18, 1997
     -------------------
        Judy K. Fox
                                  101
<PAGE>
<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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-A,  an Oklahoma limited partnership, and
Geodyne Production  Partnership II-A, an Oklahoma general partnership,
as of December 31,  1996 and 1995 and the  related combined statements
of operations, changes in partners'  capital (deficit), and cash flows
for  the  years ended  December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable  assurance about whether the financial
statements  are free  of  material misstatement.    An audit  includes
examining,  on  a  test  basis, evidence  supporting  the  amounts and
disclosures  in  the financial  statements.   An  audit  also includes
assessing  the accounting  principles used  and  significant estimates
made  by  management, as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position  of the Geodyne  Energy Income  Limited Partnership  II-A and
Geodyne  Production Partnership II-A at December 31, 1996 and 1995 and
the  combined results of their operations and cash flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-A and Geodyne Production
Partnership II-A changed their method  of accounting for impairment of
their oil and gas properties as of October 1, 1995. 


                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997

                                  F-1
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $  875,918      $  508,024
  Accounts receivable:
    Oil and gas sales, including 
      $153,461 due from related 
      parties at 1995                  1,073,459         765,075
                                       ---------       ---------
    Total current assets              $1,949,377      $1,273,099

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method        6,170,793       7,390,812

DEFERRED CHARGE                          948,217       1,169,277
                                       ---------       ---------
                                      $9,068,387      $9,833,188
                                       =========       =========

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

CURRENT LIABILITIES:
  Accounts payable                    $  212,801      $  213,126
  Gas imbalance payable                  101,493         164,837
                                       ---------      ----------
    Total current liabilities         $  314,294      $  377,963

ACCRUED LIABILITY                     $  158,683      $  272,667

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($  342,481)    ($  311,994)
  Limited Partners, issued and 
    outstanding, 484,283 Units         8,937,891       9,494,552
                                       ---------      ----------
    Total Partners' capital           $8,595,410      $9,182,558
                                       ---------      ----------
                                      $9,068,387      $9,833,188
                                       =========       ========= 

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

                                  F-2
<PAGE>
<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, 1996, 1995, and 1994

                                1996       1995          1994
                             ----------  ----------   ----------

REVENUES:
  Oil and gas sales,
    including $825,515 and 
    $1,085,911 of sales to
    related parties in
    1995 and 1994            $5,832,874  $4,671,555   $6,371,949
  Interest income                28,323      20,126       31,747
  Gain on sale of oil and
    gas properties               96,827      12,179       21,991
  Other income                     -           -          72,028
                              ---------   ---------    ---------
                             $5,958,024  $4,703,860   $6,497,715

COSTS AND EXPENSES:
  Lease operating            $1,601,063  $1,564,012   $2,023,881
  Production tax                339,977     282,252      359,486
  Depreciation, depletion,
    and amortization of oil 
    and gas properties        1,196,600   1,841,159    3,135,128
  Impairment provision             -        994,919         -
  General and administrative    620,562     655,449      567,466
                              ---------   ---------    ---------
                             $3,758,202  $5,337,791   $6,085,961
                              ---------   ---------    ---------
NET INCOME (LOSS)            $2,199,822 ($  633,931)  $  411,754
                              =========   =========    =========

GENERAL PARTNER -
  NET INCOME                 $  156,483  $   81,747   $  145,993
                              =========   =========    =========

LIMITED PARTNERS -
  NET INCOME (LOSS)          $2,043,339 ($  715,678)  $  265,761
                              =========   =========    =========

NET INCOME (LOSS) per Unit   $     4.22 ($     1.48)  $      .55
                              =========   =========    =========

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


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

                                  F-3
<PAGE>
<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, 1996, 1995, and 1994

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

Balance, Dec. 31, 1993    $14,459,469   ($303,734)   $14,155,735
  Net income                  265,761     145,993        411,754
  Cash distributions     (  2,660,000)  ( 140,000)  (  2,800,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $12,065,230   ($297,741)   $11,767,489
  Net income (loss)      (    715,678)     81,747   (    633,931)
  Cash Distributions     (  1,855,000)  (  96,000)  (  1,951,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1995    $ 9,494,552   ($311,994)   $ 9,182,558
  Net income                2,043,339     156,483      2,199,822 
  Cash distributions     (  2,600,000)  ( 186,970)  (  2,786,970)
                           ----------     -------     ----------
Balance, Dec. 31, 1996    $ 8,937,891   ($342,481)   $ 8,595,410
                           ==========     =======     ==========

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

                                  F-4
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $2,199,822   ($  633,931)   $  411,754
  Adjustments to reconcile 
    net income (loss) to net
    cash provided by
    operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties        1,196,600     1,841,159     3,135,128
    Impairment provision             -          994,919          -
    Gain on sale of oil and
      gas properties          (    96,827)  (    12,179)  (    21,991)
    (Increase) decrease in
       accounts receivable    (   308,384)       63,981       163,316
    (Increase) decrease in 
      deferred charge             221,060   (   188,505)  (   159,357)
    Decrease in accounts 
      payable                 (       325)  (    76,265)  (     9,190)
    Decrease in gas 
      imbalance payable       (    63,344)  (    53,112)  (   755,225)
    Increase (decrease) in
      accrued liability       (   113,984)  (   126,002)       53,007
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $3,034,618    $1,810,065    $2,817,442
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   98,540)  ($  168,118)  ($  305,300)
  Proceeds from sale of
    oil and gas properties        218,786        23,383        34,826
                                ---------     ---------     ---------
  Net cash provided (used)
    by investing activities    $  120,246   ($  144,735)  ($  270,474)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($2,786,970)  ($1,951,000)  ($2,800,000)
                                ---------     ---------     ---------
  Net cash used by financing
    activities                ($2,786,970)  ($1,951,000)  ($2,800,000)
                                ---------     ---------     ---------

NET INCREASE (DECREASE) IN 
  CASH AND CASH EQUIVALENTS    $  367,894   ($  285,670)  ($  253,032)

                                  F-5
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          508,024       793,694     1,046,726
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  875,918    $  508,024    $  793,694
                                =========     =========     =========

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

                                   F-6
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-B,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-B, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-B  and
Geodyne  Production Partnership II-B at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended December 31, 1996,  1995, and 1994 in conformity  with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-B and Geodyne Production
Partnership  II-B changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 



                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997
                                  F-7
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------
CURRENT ASSETS:
  Cash and cash equivalents             $  569,257    $  168,239
  Accounts receivable:
    Oil and gas sales, including 
      $81,240 due from related  
      parties at 1995                      710,208       584,133
                                         ---------     ---------
    Total current assets                $1,279,465    $  752,372

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method          4,140,409     5,258,752

DEFERRED CHARGE                            160,103       226,303
                                         ---------     ---------
                                        $5,579,977    $6,237,427
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $  189,245    $  211,226
  Gas imbalance payable                     17,055        15,048
                                         ---------     ---------
    Total current liabilities           $  206,300    $  226,274

ACCRUED LIABILITY                       $   86,198    $  301,684

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  265,183)  ($  246,438)
  Limited Partners, issued and 
    outstanding, 361,719 Units           5,552,662     5,955,907
                                         ---------     ---------
    Total Partners' capital             $5,287,479    $5,709,469
                                         ---------     ---------
                                        $5,579,977    $6,237,427
                                         =========     =========

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

                                  F-8
<PAGE>
<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, 1996, 1995, and 1994

                             1996          1995          1994
                         ------------  ------------  ------------
REVENUES:
  Oil and gas sales,
    including $374,717
    and $595,951 of sales
    to related parties
    in 1995 and 1994      $4,179,527    $3,204,794    $4,703,629
  Interest income             16,689         9,960        20,907
  Gain (loss) on sale of
    oil and gas
    properties           (    28,890)       10,869        14,693
                           ---------     ---------     ---------
                          $4,167,326    $3,225,623    $4,739,229

COSTS AND EXPENSES:
  Lease operating         $  912,347    $1,315,780    $1,720,223
  Production tax             252,366       208,998       294,749
  Depreciation, depletion, 
    and amortization of oil
    and gas properties     1,062,233     1,436,788     2,787,591
  Impairment provision          -          450,601          -
  General and
    administrative           496,791       574,552       424,373
                           ---------     ---------     ---------
                          $2,723,737    $3,986,719    $5,226,936
                           ---------     ---------     ---------
NET INCOME (LOSS)         $1,443,589   ($  761,096)  ($  487,707)
                           =========     =========     =========

GENERAL PARTNER -
  NET INCOME              $  113,834    $   37,441    $   87,118
                           =========     =========     =========

LIMITED PARTNERS -
  NET INCOME (LOSS)       $1,329,755   ($  798,537)  ($  574,825)
                           =========     =========     =========

NET INCOME (LOSS) 
  per Unit                $     3.68   ($     2.21)  ($     1.59)
                           =========     =========     =========

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

                The accompanying notes are an integral
             part of these combined financial statements.
  
                                 F-9
<PAGE>
<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, 1996, 1995, and 1994


                            Limited       General
                            Partners      Partner       Total
                         -------------  ----------  -------------
Balance, Dec. 31, 1993    $10,654,269   ($196,997)   $10,457,272
  Net income (loss)      (    574,825)     87,118   (    487,707)
  Cash distributions     (  2,165,000)  ( 113,000)  (  2,278,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $ 7,914,444   ($222,879)   $ 7,691,565
  Net income (loss)      (    798,537)     37,441   (    761,096)
  Cash distributions     (  1,160,000)  (  61,000)  (  1,221,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $ 5,552,662   ($265,183)   $ 5,287,479
                           ==========     =======     ==========

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

                                 F-10
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,443,589   ($  761,096)  ($  487,707)
  Adjustments to reconcile 
    net income (loss) to net
    cash provided by
    operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties        1,062,233     1,436,788     2,787,591
    Impairment provision             -          450,601          -
    (Gain) loss on sale of
      oil and gas properties       28,890   (    10,869)  (    14,693)
    (Increase) decrease in
      accounts receivable     (   126,075)  (    11,586)      233,588
    (Increase) decrease in 
      deferred charge              66,200   (    53,003)  (    48,827)
    Increase (decrease) in
      accounts payable        (    21,981)  (    11,178)       22,788
    Increase (decrease) in  
      gas imbalance payable         2,007   (     3,745)  (   184,769)
    Increase (decrease) in
      accrued liability       (   215,486)  (    67,612)      166,378
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $2,239,377    $  968,300    $2,474,349
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   89,173)  ($  217,765)  ($  203,350)
  Proceeds from sale of
    oil and gas properties        116,393        15,254        33,230
                                ---------     ---------     ---------
  Net cash provided (used) by 
    investing activities       $   27,220   ($  202,511)  ($  170,120)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,865,579)  ($1,221,000)  ($2,278,000)
                                ---------     ---------     ---------
  Net cash used by financing
  activities                  ($1,865,579)  ($1,221,000)  ($2,278,000)
                                ---------     ---------     ---------

NET INCREASE (DECREASE) IN 
  CASH AND CASH EQUIVALENTS    $  401,018   ($  455,211)   $   26,229

                                 F-11
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          168,239       623,450       597,221
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  569,257    $  168,239    $  623,450
                                =========     =========     =========


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

                                 F-12
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-C,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-C, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-C  and
Geodyne  Production Partnership II-C at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-C and Geodyne Production
Partnership  II-C changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 


                              COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
March 14, 1997

                                 F-13
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  387,334    $   82,353
  Accounts receivable:
    Oil and gas sales, including 
      $46,202 due from related 
      parties at 1995                      340,182       291,365
                                         ---------     ---------
    Total current assets                $  727,516    $  373,718

NET OIL AND GAS PROPERTIES,
  utilizing the successful efforts
  method                                 2,048,879     2,572,284

DEFERRED CHARGE                            164,953       259,941
                                         ---------     ---------
                                        $2,941,348    $3,205,943
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $   69,727    $   67,293
  Gas imbalance payable                     10,386        59,892
                                         ---------     ---------
    Total current liabilities           $   80,113    $  127,185

ACCRUED LIABILITY                       $   69,148    $  138,658

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  115,619)  ($   99,615)
  Limited Partners, issued and 
    outstanding, 154,621 Units           2,907,706     3,039,715
                                         ---------     ---------
    Total Partners' capital             $2,792,087    $2,940,100
                                         ---------     ---------
                                        $2,941,348    $3,205,943
                                         =========     =========

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

                                 F-14
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
REVENUES:
  Oil and gas sales, including 
    $225,948 and $365,980 of
    sales to related parties
    in 1995 and 1994           $1,925,940    $1,519,937    $2,289,166
  Interest income                   8,460         6,475        13,099
  Gain on sale of oil 
    and gas properties             42,354        13,807        11,076
  Other income                       -             -              180
                                ---------     ---------     ---------
                               $1,976,754    $1,540,219    $2,313,521

COSTS AND EXPENSES:
  Lease operating              $  477,750    $  594,932    $  663,437
  Production tax                  125,174       103,713       156,417
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties            397,849       664,376     1,295,299
  Impairment provision               -          245,324          -
  General and administrative      214,421       248,883       183,693
                                ---------     ---------     ---------
                               $1,215,194    $1,857,228    $2,298,846
                                ---------     ---------     ---------
NET INCOME (LOSS)              $  761,560   ($  317,009)   $   14,675
                                =========     =========     =========

GENERAL PARTNER - NET INCOME   $   53,569    $   20,538    $   52,546
                                =========     =========     =========

LIMITED PARTNERS - NET 
  INCOME (LOSS)                $  707,991   ($  337,547)  ($   37,871)
                                =========     =========     =========

NET INCOME (LOSS) per Unit     $     4.58   ($     2.18)  ($      .24)
                                =========     =========     =========

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

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

                                F-15
<PAGE>
<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, 1996, 1995, and 1994

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

Balance, Dec. 31, 1993      $5,220,133   ($ 80,199)   $5,139,934
  Net income (loss)        (    37,871)     52,546        14,675
  Cash distributions       ( 1,090,000)  (  56,500)  ( 1,146,500)
                             ---------     -------     ---------

Balance, Dec. 31, 1994      $4,092,262   ($ 84,153)   $4,008,109
  Net income (loss)        (   337,547)     20,538   (   317,009)
  Cash distributions       (   715,000)  (  36,000)  (   751,000)
                             ---------     -------     ---------

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

Balance, Dec. 31, 1996      $2,907,706   ($115,619)   $2,792,087
                             =========     =======     =========

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

                                F-16
<PAGE>
<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, 1996, 1995, and 1994

                                  1996        1995            1994
                              ------------  ----------    ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  761,560   ($317,009)     $   14,675
  Adjustments to reconcile 
    net income (loss) to  
    net cash provided by
    operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties          397,849     664,376       1,295,299
    Impairment provision             -        245,324            -
    (Gain) loss on sale of
      oil and gas properties  (    42,354)  (  13,807)    (    11,076)
    (Increase) decrease in
      accounts receivable     (    48,817)  (   3,127)         72,543
    (Increase) decrease in 
      deferred charge              94,988   (  49,148)    (    27,159)
    Increase (decrease) in 
      accounts payable              2,434      10,952     (     8,557)
    Increase (decrease) in  
      gas imbalance payable   (    49,506)  (  45,047)    (   104,745)
    Increase (decrease) in 
      accrued liability       (    69,510)     16,127          50,653
                                ---------     -------       ---------
  Net cash provided by
    operating activities       $1,046,644    $508,641      $1,281,633
                                ---------     -------       ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($    5,076)  ($ 77,297)    ($   58,552)
  Proceeds from sale of
    oil and gas properties        172,986      21,108           4,143
                                ---------     -------       ---------
  Net cash provided (used)
    by investing activities    $  167,910   ($ 56,189)    ($   54,409)
                                ---------     -------       ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($  909,573)  ($751,000)    ($1,146,500)
                                ---------     -------       ---------
  Net cash used by financing
    activities                ($  909,573)  ($751,000)    ($1,146,500)
                                ---------     -------       ---------
NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS    $  304,981   ($298,548)     $   80,724

                                 F-17
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD           82,353     380,901         300,177
                                ---------     -------       ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  387,334    $ 82,353      $  380,901
                                =========     =======       =========

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

                                 F-18
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-D,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-D, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-D  and
Geodyne  Production Partnership II-D at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-D and Geodyne Production
Partnership  II-D changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 



                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997

                                 F-19
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  906,737    $  317,368
  Accounts receivable:
    Oil and gas sales, including 
      $124,908 due from related 
      parties at 1995                      793,183       630,370
                                         ---------     ---------
    Total current assets                $1,699,920    $  947,738

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method          4,390,791     5,394,199

DEFERRED CHARGE                            863,139       949,227
                                         ---------     ---------
                                        $6,953,850    $7,291,164
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $  159,967    $  146,808
  Gas imbalance payable                    118,313       117,523
                                         ---------     ---------
    Total current liabilities           $  278,280    $  264,331

ACCRUED LIABILITY                       $  266,782    $  285,420

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  218,956)  ($  143,473)
  Limited Partners, issued and 
    outstanding, 314,878 Units           6,627,744     6,884,886
                                         ---------     ---------
    Total Partners' capital             $6,408,788    $6,741,413
                                         ---------     ---------
                                        $6,953,850    $7,291,164
                                         =========     =========

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

                                 F-20
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
REVENUES:
  Oil and gas sales, including 
    $682,346 and $909,348 of
    sales to related parties 
    in 1995 and 1994           $4,329,102    $3,901,516    $4,849,160
  Interest income                  16,083        14,424         9,816
  Gain on sale of oil 
    and gas properties             80,630        27,963         2,133
                                ---------     ---------     ---------
                               $4,425,815    $3,943,903    $4,861,109

COSTS AND EXPENSES:
  Lease operating              $1,492,375    $1,854,632    $1,296,072
  Production tax                  308,524       281,612       439,689
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties            800,433     1,548,167     2,812,182
  Impairment provision               -          370,172          -
  General and administrative      453,882       542,896       398,240
                                ---------     ---------     ---------
                               $3,055,214    $4,597,479    $4,946,183
                                ---------     ---------     ---------
NET INCOME (LOSS)              $1,370,601   ($  653,576)  ($   85,074)
                                =========     =========     =========

GENERAL PARTNER - NET INCOME   $   99,743    $   44,055    $  108,234
                                =========     =========     =========

LIMITED PARTNERS - 
NET INCOME (LOSS)              $1,270,858   ($  697,631)  ($  193,308)
                                =========     =========     =========

NET INCOME (LOSS) per Unit     $     4.04   ($     2.22)  ($      .61)
                                =========     =========     =========

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

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

                                 F-21
<PAGE>
<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, 1996, 1995, and 1994

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

Balance, Dec. 31, 1993    $11,215,825   ($135,262)   $11,080,563
  Net income (loss)      (    193,308)    108,234   (     85,074)
  Cash distributions     (  1,965,000)  (  84,500)  (  2,049,500)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $ 9,057,517   ($111,528)   $ 8,945,989
  Net income (loss)      (    697,631)     44,055   (    653,576)
  Cash distributions     (  1,475,000)  (  76,000)  (  1,551,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $ 6,627,744   ($218,956)   $ 6,408,788
                           ==========     =======     ==========

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

                                 F-22
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,370,601   ($  653,576)  ($   85,074)
  Adjustments to reconcile 
    net income (loss) to net 
    cash provided by operating
    activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties          800,433     1,548,167     2,812,182
    Impairment provision             -          370,172          -
    Gain on sale of oil
      and gas properties      (    80,630)  (    27,963)  (     2,133)
    (Increase) decrease in 
      accounts receivable     (   162,813)       66,975       321,203
    (Increase) decrease in
      deferred charge              86,088        99,720   (   506,260)
    Increase (decrease) in
      accounts payable             13,159   (    48,428)       31,666
    Increase (decrease) in
      gas imbalance payable           790   (    90,500)  (    54,864)
    Increase (decrease) in 
      accrued liability       (    18,638)       62,785        41,723
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $2,008,990    $1,327,352    $2,558,443
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   22,210)  ($   58,694)  ($  100,082)
  Proceeds from sale of
    oil and gas properties        305,815        36,097         7,537
                                ---------     ---------     ---------
  Net cash provided (used)
   by investing activities     $  283,605   ($   22,597)  ($   92,545)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,703,226)  ($1,551,000)  ($2,049,500)
                                ---------     ---------     ---------
  Net cash used by financing
    activities                ($1,703,226)  ($1,551,000)  ($2,049,500)
                                ---------     ---------     ---------

NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS    $  589,369   ($  246,245)   $  416,398


                                 F-23
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          317,368       563,613       147,215
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  906,737    $  317,368    $  563,613
                                =========     =========     =========

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

                                 F-24
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-E,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-E, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-E  and
Geodyne  Production Partnership II-E at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-E and Geodyne Production
Partnership  II-E changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 


                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997

                                 F-25
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------

CURRENT ASSETS:
  Cash and cash equivalents             $  528,765    $  201,042
  Accounts receivable:
    Oil and gas sales, including 
      $122,758 due from related  
      parties at 1995                      512,573       409,630
                                         ---------     ---------
    Total current assets                $1,041,338    $  610,672

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method          4,579,160     5,293,979

DEFERRED CHARGE                            355,647       374,745
                                         ---------     ---------
                                        $5,976,145    $6,279,396
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $  133,181    $   90,392
  Gas imbalance payable                    161,181        84,265
                                         ---------     ---------
    Total current liabilities           $  294,362    $  174,657

ACCRUED LIABILITY                       $   59,234    $  134,283

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  147,595)  ($  122,950)
  Limited Partners, issued and 
    outstanding, 228,821 Units           5,770,144     6,093,406
                                         ---------     ---------
    Total Partners' capital             $5,622,549    $5,970,456
                                         ---------     ---------
                                        $5,976,145    $6,279,396
                                         =========     ========= 

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

                                 F-26
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

REVENUES:
  Oil and gas sales, including 
    $593,218 and $618,067 
    sales to related parties 
    in 1995 and 1994           $2,693,317    $2,297,409    $2,480,706
  Interest income                  10,863         5,942         5,481
  Gain on sale of oil
    and gas properties            117,078        15,120         1,475
  Other income                       -             -            4,361
                                ---------     ---------     ---------
                               $2,821,258    $2,318,471    $2,492,023

COSTS AND EXPENSES:
  Lease operating              $  710,012    $  965,824    $  725,707
  Production tax                  203,065       182,683       218,191
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties            728,518     1,358,410     2,075,423
  Impairment provision               -          465,045          -
  General and administrative      417,205       616,305       271,833
                                ---------     ---------     ---------
                               $2,058,800    $3,588,267    $3,291,154
                                ---------     ---------     ---------
NET INCOME (LOSS)              $  762,458   ($1,269,796)  ($  799,131)
                                =========     =========     =========

GENERAL PARTNER - NET INCOME   $   66,720    $    9,448    $   43,060
                                =========     =========     =========

LIMITED PARTNERS - 
  NET INCOME (LOSS)            $  695,738   ($1,279,244)  ($  842,191)
                                =========     =========     =========

NET INCOME (LOSS) per Unit     $     3.04   ($     5.59)  ($     3.68)
                                =========     =========     =========

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

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

                                 F-27
<PAGE>
<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, 1996, 1995, and 1994

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

Balance, Dec. 31, 1993    $9,839,841    ($ 94,958)   $9,744,883
  Net income (loss)      (   842,191)      43,060   (   799,131)
  Cash distributions     ( 1,095,000)   (  52,500)  ( 1,147,500)
                           ---------      -------     ---------

Balance, Dec. 31, 1994    $7,902,650    ($104,398)   $7,798,252
  Net income (loss)      ( 1,279,244)       9,448   ( 1,269,796)
  Cash distributions     (   530,000)   (  28,000)  (   558,000)
                           ---------      -------     ---------

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

Balance, Dec. 31, 1996    $5,770,144    ($147,595)   $5,622,549
                           =========      =======     =========

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

                                 F-28
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $  762,458   ($1,269,796)  ($  799,131)
  Adjustments to reconcile 
    net income (loss) to net 
    cash provided by operating
    activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties          728,518     1,358,410     2,075,423
    Impairment provision             -          465,045          -
    Gain on sale of oil
      and gas properties      (   117,078)  (    15,120)  (     1,475)
    (Increase) decrease in
      accounts receivable     (   102,943)  (    54,265)      223,408
    (Increase) decrease in
      deferred charge              19,098        64,136   (   322,362)
    Increase (decrease) in 
      accounts payable             42,789   (     6,685)  (    13,503)
    Increase (decrease) in gas
      imbalance payable            76,916        42,485   (     3,938)
    Increase (decrease) in
      accrued liability       (    75,049)  (    45,814)       60,855
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,334,709    $  538,396    $1,219,277
                                ---------     ---------     ---------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   70,806)  ($   82,764)  ($   44,274)
  Proceeds from sale of
    oil and gas properties        174,185        43,062         2,308
                                ---------     ---------     ---------
Net cash provided (used) by
  investing activities         $  103,379   ($   39,702)  ($   41,966)
                                ---------     ---------     ---------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,110,365)  ($  558,000)  ($1,147,500)
                                ---------     ---------     ---------
  Net cash used by financing
    activities                ($1,110,365)  ($  558,000)  ($1,147,500)
                                ---------     ---------     ---------

NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS    $  327,723   ($   59,306)   $   29,811

                                 F-29
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          201,042       260,348       230,537
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  528,765    $  201,042    $  260,348
                                =========     =========     =========

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

                                 F-30
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-F,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-F, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-F  and
Geodyne  Production Partnership II-F at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-F and Geodyne Production
Partnership  II-F changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 



                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997

                                 F-31
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------
CURRENT ASSETS:
  Cash and cash equivalents             $  441,903    $  325,816
  Accounts receivable:
    General Partner                     $   15,285          -
    Oil and gas sales, including 
      $66,788 due from related 
      parties at 1995                      429,839       352,473
                                         ---------     ---------
    Total current assets                $  887,027    $  678,289

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method          4,353,347     4,936,055

DEFERRED CHARGE                             71,703       119,115
                                         ---------     ---------
                                        $5,312,077    $5,733,459
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $   42,918    $   79,348
  Gas imbalance payable                     31,577        23,373
                                         ---------     ---------
    Total current liabilities           $   74,495    $  102,721

ACCRUED LIABILITY                       $   28,322    $   23,330

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($  105,914)  ($   84,377)
  Limited Partners, issued and 
    outstanding, 171,400 Units           5,315,174     5,691,785
                                         ---------     ---------
    Total Partners' capital             $5,209,260    $5,607,408
                                         ---------     ---------
                                        $5,312,077    $5,733,459
                                         =========     =========


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

                                 F-32
<PAGE>
<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, 1996, 1995, and 1994

                                      1996        1995         1994
                                  ------------  ----------  ----------
REVENUES:
  Oil and gas sales, including 
    $367,527 and $543,786 of
    sales to related parties 
    in 1995 and 1994               $2,433,313   $2,028,592  $2,316,564
  Interest income                      14,218        9,818       8,634
  Gain on sale of oil 
    and gas properties                122,579       27,433       1,130
                                    ---------    ---------   ---------
                                   $2,570,110   $2,065,843  $2,326,328

COSTS AND EXPENSES:
  Lease operating                  $  485,892   $  522,525  $  582,556
  Production tax                      158,092      139,134     195,080
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties                531,040    1,036,058   1,269,912
  Impairment provision                   -         312,270        -
  General and administrative          206,749      200,801     204,758
                                    ---------    ---------   ---------
                                   $1,381,773   $2,210,788  $2,252,306
                                    ---------    ---------   ---------
NET INCOME (LOSS)                  $1,188,337  ($  144,945) $   74,022
                                    =========    =========   =========

GENERAL PARTNER - NET INCOME       $   79,948   $   46,686  $   54,498
                                    =========    =========   =========

LIMITED PARTNERS - NET INCOME
  (LOSS)                           $1,108,389  ($  191,631) $   19,524
                                    =========    =========   =========

NET INCOME (LOSS) per Unit         $     6.47  ($     1.12) $      .11
                                    =========    =========   =========

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

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

                                 F-33
<PAGE>
<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, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993       $8,458,892   ($ 52,561)  $8,406,331
  Net income                     19,524      54,498       74,022 
  Cash distributions        ( 1,580,000)  (  82,000) ( 1,662,000)
                              ---------     -------    ---------

Balance, Dec. 31, 1994       $6,898,416   ($ 80,063)  $6,818,353
  Net income (loss)         (   191,631)     46,686  (   144,945)
  Cash distributions        ( 1,015,000)  (  51,000) ( 1,066,000)
                              ---------     -------    ---------

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

Balance, Dec. 31, 1996       $5,315,174   ($105,914)  $5,209,260
                              =========     =======    =========

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

                                 F-34
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $1,188,337   ($  144,945)   $   74,022
  Adjustments to reconcile 
    net income (loss) to  
    net cash provided by
    operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties          531,040     1,036,058     1,269,912
    Impairment provision             -          312,270          -
    Gain on sale of oil
      and gas properties      (   122,579)  (    27,433)  (     1,130)
    Increase in accounts
      receivable - general
      partner                 (    15,285)         -             -
    (Increase) decrease in
      accounts receivable -
      oil and gas sales       (    77,366)  (    30,509)       89,992
    (Increase) decrease in 
      deferred charge              47,412   (    20,864)  (    52,880)
    Increase (decrease) in
      accounts payable        (    36,430)       13,954         4,291
    Increase (decrease) in
      gas imbalance payable         8,204   (    20,210)        2,965
    Increase (decrease) in
      accrued liability             4,992   (    16,772)        4,006
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $1,528,325    $1,101,549    $1,391,178
                                ---------     ---------     ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   11,332)  ($   18,171)  ($   38,920)
  Proceeds from sale of
    oil and gas properties        185,579        71,041         2,412
                                ---------     ---------     ---------
Net cash provided (used) by
  investing activities         $  174,247    $   52,870   ($   36,508)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($1,586,485)  ($1,066,000)  ($1,662,000)
                                ---------     ---------     ---------
  Net cash used by financing
    activities                ($1,586,485)  ($1,066,000)  ($1,662,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS    $  116,087    $   88,419   ($  307,330)


                                 F-35
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          325,816       237,397       544,727
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  441,903    $  325,816    $  237,397
                                =========     =========     =========


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


                                 F-36
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-G,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-G, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-G  and
Geodyne  Production Partnership II-G at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-G and Geodyne Production
Partnership  II-G changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 



                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997

                                 F-37
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                         1996           1995
                                     -------------  -------------
CURRENT ASSETS:
  Cash and cash equivalents           $   932,165    $   661,921
  Accounts receivable:
    General Partner                        34,620           -
    Oil and gas sales, including 
      $141,036 due from related 
      parties at 1995                     911,439        748,457
                                       ----------     ----------
    Total current assets              $ 1,878,224    $ 1,410,378

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method         9,542,790     10,851,397

DEFERRED CHARGE                           155,718        257,374
                                       ----------     ----------
                                      $11,576,732    $12,519,149
                                       ==========     ==========

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

CURRENT LIABILITIES:
  Accounts payable                    $    93,647    $   176,095
  Gas imbalance payable                    71,995         50,501
                                       ----------     ----------
    Total current liabilities         $   165,642    $   226,596

ACCRUED LIABILITY                     $    56,912    $    50,802

PARTNERS' CAPITAL (DEFICIT):
  General Partner                    ($   244,312)  ($   197,620)
  Limited Partners, issued and 
    outstanding, 372,189 Units         11,598,490     12,439,371
                                       ----------     ----------
    Total Partners' capital           $11,354,178    $12,241,751
                                       ----------     ----------
                                      $11,576,732    $12,519,149
                                       ==========     ==========


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

                                 F-38
<PAGE>
<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, 1996, 1995, and 1994

                                   1996          1995         1994
                               ------------  ------------  ----------
REVENUES:
  Oil and gas sales, including 
    $776,211 and $1,150,665 of
    sales to related parties 
    in 1995 and 1994             $5,158,799   $4,348,087    $5,116,776
  Interest income                    29,659       20,378        19,121
  Gain on sale of oil 
    and gas properties              225,341       51,339         1,377
                                  ---------    ---------    ----------

                                 $5,413,799   $4,419,804    $5,137,274

COSTS AND EXPENSES:
  Lease operating                $1,048,439   $1,152,908    $1,396,694
  Production tax                    337,815      302,449       430,864
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties            1,163,236    2,306,915     2,809,502
  Impairment provision                 -         839,228          -
  General and administrative        448,345      437,613       441,568
  Other                                -            -           32,648
                                  ---------    ---------     ---------
                                 $2,997,835   $5,039,113    $5,111,276
                                  ---------    ---------     ---------

NET INCOME (LOSS)                $2,415,964  ($  619,309)   $   25,998
                                  =========    =========     =========

GENERAL PARTNER - NET INCOME     $  165,845   $   94,880    $  113,680
                                  =========    =========     =========

LIMITED PARTNERS - NET INCOME
(LOSS)                           $2,250,119  ($  714,189)  ($   87,682)
                                  =========    =========     =========

NET INCOME (LOSS) per Unit       $     6.05  ($     1.92)  ($      .24)
                                  =========    =========     =========

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

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

                                 F-39
<PAGE>
<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, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993    $18,646,242   ($122,180)   $18,524,062
  Net income (loss)      (     87,682)    113,680         25,998 
  Cash distributions     (  3,245,000)  ( 173,000)  (  3,418,000)
                           ----------     -------     ----------

Balance, Dec. 31, 1994    $15,313,560   ($181,500)   $15,132,060
  Net income (loss)      (    714,189)     94,880   (    619,309)
  Cash distributions     (  2,160,000)  ( 111,000)  (  2,271,000)
                           ----------     -------     ----------

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

Balance, Dec. 31, 1996    $11,598,490   ($244,312)   $11,354,178
                           ==========     =======     ==========

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

                                 F-40
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------

CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net income (loss)            $ 2,415,964  ($  619,309)   $   25,998
  Adjustments to reconcile
    net income (loss) to  
    net cash provided by
      operating activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties        1,163,236     2,306,915     2,809,502
    Impairment provision              -         839,228          -
    Gain on sale of oil
      and gas properties      (   225,341)  (    51,339)  (     1,377)
    Increase in accounts
      receivable - general
      partner                 (    34,620)         -             -
    (Increase) decrease in
      accounts receivable -
      oil and gas sales       (   162,982)  (    60,518)      217,929
    (Increase) decrease in 
      deferred charge             101,656   (    38,296)  (   122,766)
    Increase (decrease) in 
      accounts payable        (    82,448)       36,125         9,959
    Increase (decrease) in
      gas imbalance payable        21,494   (    43,913)        2,370
    Increase (decrease) in
      accrued liability             6,110   (    39,539)       10,876
                                ---------     ---------     ---------
  Net cash provided by
    operating activities       $3,203,069    $2,329,354    $2,952,491
                                ---------     ---------     ---------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Capital expenditures        ($   27,441)  ($   40,899)  ($  114,454)
  Proceeds from sale of
    oil and gas properties        398,153       152,349         5,546
                                ---------     ---------     ---------
  Net cash provided (used) by
    investing activities       $  370,712    $  111,450   ($  108,908)
                                ---------     ---------     ---------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Cash distributions          ($3,303,537)  ($2,271,000)  ($3,418,000)
                                ---------     ---------     ---------
  Net cash used by financing
    activities                ($3,303,537)  ($2,271,000)  ($3,418,000)
                                ---------     ---------     ---------
NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS    $  270,244    $  169,804   ($  574,417)

                                 F-41
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD          661,921       492,117     1,066,534
                                ---------     ---------     ---------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD             $  932,165    $  661,921    $  492,117
                                =========     =========     =========

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

                                 F-42
<PAGE>
<PAGE>
                   REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

     We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-H,  an Oklahoma limited partnership, and
Geodyne  Production Partnership II-H, an Oklahoma general partnership,
as of December 31, 1996  and 1995 and the related combined  statements
of  operations, changes in partners' capital (deficit), and cash flows
for  the  years  ended December  31,  1996,  1995,  and 1994.    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 in  accordance with  generally accepted
auditing  standards.  Those standards require that we plan and perform
the  audit to obtain reasonable assurance  about whether the financial
statements are  free  of material  misstatement.   An  audit  includes
examining, on  a  test  basis, evidence  supporting  the  amounts  and
disclosures  in the  financial  statements.   An  audit also  includes
assessing the  accounting principles  used  and significant  estimates
made  by management,  as  well  as  evaluating the  overall  financial
statement  presentation.    We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In  our opinion,  the combined  financial statements  referred to
above present fairly, in all material respects, the combined financial
position of  the Geodyne  Energy Income  Limited Partnership II-H  and
Geodyne  Production Partnership II-H at December 31, 1996 and 1995 and
the combined results of their operations and cash  flows for the years
ended  December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.  

     As  disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited  Partnership II-H and Geodyne Production
Partnership  II-H changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995. 

                              COOPERS & LYBRAND L.L.P.


Tulsa, Oklahoma
March 14, 1997
                                 F-43
<PAGE>
<PAGE>
            GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
           GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                        Combined Balance Sheets
                      December 31, 1996 and 1995

                                ASSETS
                                ------

                                           1996          1995
                                       ------------  ------------
CURRENT ASSETS:
  Cash and cash equivalents             $  221,484    $  158,812
  Accounts receivable:
    General Partner                          9,151          -
    Oil and gas sales, including 
      $33,220 due from related 
      parties at 1995                      216,574       179,505
                                         ---------     ---------
    Total current assets                $  447,209    $  338,317

NET OIL AND GAS PROPERTIES, utilizing 
  the successful efforts method          2,304,814     2,624,277

DEFERRED CHARGE                             38,222        62,062
                                         ---------     ---------
                                        $2,790,245    $3,024,656
                                         =========     =========

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

CURRENT LIABILITIES:
  Accounts payable                      $   23,354    $   45,404
  Gas imbalance payable                     16,547        11,211
                                         ---------     ---------
    Total current liabilities           $   39,901    $   56,615

ACCRUED LIABILITY                       $   14,139    $   12,779

PARTNERS' CAPITAL (DEFICIT):
  General Partner                      ($   58,835)  ($   47,635)
  Limited Partners, issued and 
    outstanding, 91,711 Units            2,795,040     3,002,897
                                         ---------     ---------
    Total Partners' capital             $2,736,205    $2,955,262
                                         ---------     ---------
                                        $2,790,245    $3,024,656
                                         =========     =========

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

                                 F-44
<PAGE>
<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, 1996, 1995, and 1994

                                  1996          1995          1994
                              ------------  ------------  ------------
REVENUES:
  Oil and gas sales, including 
    $182,878 and $272,053 of 
    sales to related parties 
    in 1995 and 1994           $1,230,222    $1,042,735    $1,208,886
  Interest income                   6,728         4,721         4,315
  Gain on sale of
    oil and gas properties         51,909        11,436         4,175
                                ---------     ---------     ---------

                               $1,288,859    $1,058,892    $1,217,376

COSTS AND EXPENSES:
  Lease operating              $  257,850    $  284,635    $  322,897
  Production tax                   81,540        74,349       104,796
  Depreciation, depletion, 
    and amortization of oil 
    and gas properties            280,796       550,384       699,724
  Impairment provision               -          259,808          -
  General and administrative      110,738       107,236       110,634
                                ---------     ---------     ---------
                               $  730,924    $1,276,412    $1,238,051
                                ---------     ---------     ---------
NET INCOME (LOSS)              $  557,935   ($  217,520)  ($   20,675)
                                =========     =========     =========

GENERAL PARTNER - NET INCOME   $   38,792    $   21,532    $   26,955
                                =========     =========     =========

LIMITED PARTNERS - NET INCOME
(LOSS)                         $  519,143   ($  239,052)  ($   47,630)
                                =========     =========     =========

NET INCOME (LOSS) per Unit     $     5.66   ($     2.61)  ($      .52)
                                =========     =========     =========

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

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


                                 F-45
<PAGE>
<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, 1996, 1995, and 1994


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

Balance, Dec. 31, 1993       $4,574,579   ($29,122)   $4,545,457
  Net income (loss)         (    47,630)    26,955   (    20,675)
  Cash distributions        (   770,000)  ( 40,000)  (   810,000)
                              ---------     ------     ---------

Balance, Dec. 31, 1994       $3,756,949   ($42,167)   $3,714,782
  Net income (loss)         (   239,052)   $21,532   (   217,520)
  Cash distributions        (   515,000)  ( 27,000)  (   542,000)
                              ---------     ------     ---------

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

Balance, Dec. 31, 1996       $2,795,040   ($58,835)   $2,736,205
                              =========     ======     =========

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


                                F-46
<PAGE>
<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, 1996, 1995, and 1994

                                       1996        1995        1994
                                    ----------  ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                  $557,935   ($217,520)  ($ 20,675)
  Adjustments to reconcile 
    net income (loss) to net 
    cash provided by operating
    activities:
    Depreciation, depletion,
      and amortization of oil
      and gas properties              280,796     550,384     699,724
    Impairment provision                 -        259,808        -
    Gain on sale of oil
      and gas properties            (  51,909)  (  11,436)  (   4,175)
    Increase in accounts 
      receivable - general 
      partner                       (   9,151)       -           -
    (Increase) decrease in
      accounts receivable -
      oil and gas sales             (  37,069)  (  12,671)     46,724
    (Increase) decrease in 
      deferred charge                  23,840   (  12,223)  (  25,782)
    Increase (decrease) in 
      accounts payable              (  22,050)     11,408       1,874
    Increase (decrease) in gas
      imbalance payable                 5,336   (   7,479)  (   1,905)
    Increase (decrease) in
      accrued liability                 1,360   (   9,902)      2,727
                                      -------     -------     -------
  Net cash provided by
    operating activities             $749,088    $550,369    $698,512
                                      -------     -------     -------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures              ($  6,306)  ($ 10,563)  ($ 21,559)
  Proceeds from sale of
    oil and gas properties             96,882      36,904       1,585
                                      -------     -------     -------
Net cash provided (used) by
  investing activities               $ 90,576    $ 26,341   ($ 19,974)
                                      -------     -------     -------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Cash distributions                ($776,992)  ($542,000)  ($810,000)
                                      -------     -------     -------
  Net cash used by financing
    activities                      ($776,992)  ($542,000)  ($810,000)
                                      -------     -------     -------
NET INCREASE (DECREASE) IN  
  CASH AND CASH EQUIVALENTS          $ 62,672    $ 34,710   ($131,462)

                                 F-47
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD              158,812     124,102     255,564
                                      -------     -------     -------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                   $221,484    $158,812    $124,102
                                      =======     =======     =======

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

                                 F-48
<PAGE>
<PAGE>
                   GEODYNE ENERGY INCOME PROGRAM II
                Notes to Combined Financial Statements
         For the Years Ended December 31, 1996, 1995, and 1994

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

     Organization and Nature of Operations

     The  Geodyne Energy  Income Limited  Partnerships (the  "Partner-
ships")  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

     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, 1996:  

                                 F-49
<PAGE>
<PAGE>
                        Number of        Percent of
        Partnership    Units Owned    Outstanding Units
        -----------    -----------    -----------------
           II-A         55,866.00          11.5%
           II-B         48,304.00          13.4%
           II-C         22,201.50          14.4%
           II-D         35,495.00          11.3%
           II-E         30,267.67          13.2%
           II-F         21,700.75          12.7%
           II-G         35,414.00           9.5%
           II-H         12,070.00          13.2%

     The Partnerships' sole business is the development and production
of oil and gas.  Substantially  all of the Partnerships' gas  reserves
are  being sold regionally  in 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.


     Allocation of Costs and Revenues

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

                             Before Payout        After Payout
                           ------------------  ------------------
                           General   Limited   General   Limited
                           Partner   Partners  Partner   Partners
                           --------  --------  --------  --------
        Costs(1)
------------------------
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(2)      5%        95%        15%       85%
General and administra-
  tive costs, direct 
  administrative costs 
  and operating costs(2)     5%        95%        15%       85%

                                 F-50
<PAGE>
<PAGE>
        Income(1)
-----------------------
Temporary investments of
  Limited Partners'
  subscriptions              1%        99%         1%       99%
Income from oil and gas
  production(2)              5%        95%        15%       85%
Gain on sale of produc-
  ing properties(2)          5%        95%        15%       85%
All other income(2)          5%        95%        15%       85%

----------

(1)  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.
(2)  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 Limited
     Partners  will  decrease  to  only  90%.     Thereafter,  if  the
     distribution to  Limited Partners reaches an  average annual rate
     of 12% the allocation will  change to 15% to the  general partner
     and managing partner and 85% to the Limited Partners.


     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.

                                 F-51
<PAGE>
<PAGE>
     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.   Subsequent to year-end, all  oil and gas sales accrued as
of December 31, 1996 have been collected.  


     Receivable from General Partner

     The  receivable from the General Partner at December 31, 1996 for
the  II-F, II-G, and II-H Partnerships represents proceeds due to such
Partnerships for the  sale of oil and  gas properties.   Subsequent to
December 31, 1996 such receivable was paid to the II-F, II-G, and II-H
Partnerships.


     Oil and Gas Properties

     The  Partnerships   follow  the  successful  efforts   method  of
accounting for their  oil and  gas properties.   Under the  successful
efforts method,  the Partnerships capitalize all  property acquisition
costs  and development costs  incurred in connection  with the further
development  of  oil and  gas  reserves.   Property  acquisition costs
include costs incurred by  the Partnerships or the General  Partner to
acquire producing  properties,  including related  title insurance  or
examination  costs, commissions,  engineering,  legal  and  accounting
fees,  and similar costs directly related to the acquisitions, plus an
allocated portion  of the General Partners'  property screening costs.
The  acquisition cost to the Partnership of properties acquired by the
General  Partner  is  adjusted to  reflect  the  net  cash results  of
operations, including  interest incurred  to finance the  acquisition,
for the period of time the properties are held by the General Partner.
Leasehold  impairment  for  unproved   properties  is  based  upon  an
individual  property  assessment  and  exploratory  experience.   Upon
discovery of  commercial reserves, leasehold costs  are transferred to
producing properties.

     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, 1996, 1995,
and 1994 were as follows: 

                                 F-52
<PAGE>
<PAGE>
             Partnership    1996     1995     1994
             -----------    -----    -----    -----

                II-A        $3.05    $4.44    $6.01
                II-B         3.82     5.09     7.22
                II-C         2.86     4.45     6.59
                II-D         2.36     3.81     6.59
                II-E         3.69     6.18     9.94
                II-F         3.05     5.29     6.27
                II-G         3.14     5.48     6.18
                II-H         3.14     5.40     6.56

     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  difference
between  asset  cost  and salvage  value  is  charged  or credited  to
accumulated depreciation.

     Effective   October  1,  1995,   the  Partnerships   adopted  the
requirements of  Statement of Financial Accounting  Standards ("SFAS")
No.  121,  "Accounting for  the Impairment  of  Long Lived  Assets and
Assets  Held  for  Disposal,"  which is  intended  to  establish  more
consistent  accounting standards  for measuring the  recoverability of
long-lived  assets.     SFAS  No.  121   requires  successful  efforts
companies, like  the Partnerships,  to evaluate the  recoverability of
the  carrying  costs of  their proved  oil and  gas properties  at the
lowest  level for  which there  are identifiable  cash flows  that are
largely independent of  the cash flows of other groups  of oil and gas
properties.  With respect to the Partnerships' oil and gas properties,
this  evaluation was  performed for  each field,  rather than  for the
Partnership's  properties as  a  whole as  previously  allowed by  the
Securities  and Exchange Commission  ("SEC").   SFAS No.  121 provides
that if the  unamortized costs of  oil and gas  properties 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.  As a
result of the Partnerships' adoption of SFAS No. 121, the Partnerships
recorded  a  non-cash charge  against earnings  (impairment provision)
during the fourth quarter of 1995 as follows:  

                     Partnership     Amount
                     -----------    --------
                        II-A        $994,919
                        II-B         450,601
                        II-C         245,324
                        II-D         370,172
                        II-E         465,045
                        II-F         312,270
                        II-G         839,228
                        II-H         259,808

                                 F-53
<PAGE>
<PAGE>
No such charge  was recorded for  any Partnership for  the year  ended
December 31, 1996 under SFAS No. 121 or during the year ended December
31, 1994 pursuant to the Partnerships' prior impairment policy.  

     Subsequent to December  31, 1996,  the oil and  gas industry  has
seen a  drop in oil and  gas prices.  The  Partnerships' reserves were
determined   at  December  31,  1996  using  oil  and  gas  prices  of
approximately $23.75 per barrel  and $3.57 per Mcf, respectively.   As
of the date  of this Annual  Report on Form  10-K, oil and  gas prices
received by  the Partnerships  have decreased to  approximately $19.00
per barrel and $1.60 per Mcf, respectively (the "Filing Date Prices").
If the Filing  Date Prices, as  opposed to December  31, 1996  prices,
were used to determine the recoverability of the Partnerships' oil and
gas  reserves,  impairment  provisions of  the  following  approximate
amounts would have been required at December 31, 1996:

               Partnership          Amount
               -----------         --------
                 II-A              $224,000
                 II-B               135,000
                 II-C                37,000
                 II-D               144,000
                 II-E               318,000
                 II-F               209,000
                 II-G               490,000
                 II-H               126,000

If the  Filing Date Prices are in effect  on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as  of March 31, 1997.  Impairment provisions do not impact
the Partnerships' cash flows  from operating activities; however, they
do impact the amount  of General Partner and Limited  Partner capital.
The  risk that  the Partnerships  will be  required to  record further
impairment  provisions  in  the  future,  beyond  those  noted  above,
increases  when oil and gas  prices are depressed.   Accordingly, II-A
Partnership has six fields, the II-B Partnership has three fields, the
II-C  and II-H Partnerships have four fields, the II-D Partnership has
five  fields,  the  II-E  Partnership  has  seven  fields,   the  II-F
Partnership has two fields, and the II-G Partnership has  one field in
which it is reasonably  possible that additional impairment provisions
will be recorded in the near term if oil and gas prices decrease below
the Filing Date Prices.

                                 F-54
<PAGE>
<PAGE>
     Deferred Charge

     The Deferred Charge represents costs deferred for lease operating
expenses incurred in  connection with the Partnerships'  underproduced
gas  imbalance positions.  At  December 31, 1996  and 1995, 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:

                          1996                     1995
                  -------------------      ---------------------
   Partnership       Mcf      Amount          Mcf       Amount
   -----------    ---------  --------      ---------  ----------

      II-A        1,102,450  $948,217      1,100,703  $1,169,277
      II-B          183,942   160,103        189,899     226,303
      II-C          249,967   164,953        305,202     259,941
      II-D          987,573   863,139      1,069,431     949,227
      II-E          393,284   355,647        370,778     374,745
      II-F          125,994    71,703        179,850     119,115
      II-G          269,269   155,718        383,282     257,374
      II-H           65,248    38,222         91,013      62,062


     Accrued Liability

     The  Accrued  Liability  represents  charges  accrued  for  lease
operating  expenses  incurred  in connection  with  the  Partnerships'
overproduced  gas imbalance positions.  At December 31, 1996 and 1995,
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:


                          1996                 1995
                    -----------------    -----------------
     Partnership      Mcf     Amount       Mcf     Amount
     -----------    -------  --------    -------  --------

        II-A        184,494  $158,683    342,978  $272,667
        II-B         99,033    86,198    261,201   301,684
        II-C        104,786    69,148    194,491   138,658
        II-D        305,243   266,782    382,457   285,420
        II-E         65,503    59,234    176,074   134,283
        II-F         49,767    28,322     47,211    23,330
        II-G         98,412    56,912    101,552    50,802
        II-H         24,136    14,139     24,489    12,779

                                 F-55
<PAGE>
<PAGE>
     Oil and Gas Sales and Gas Imbalance Payable

     The Partnerships'  oil and  condensate production is  sold, title
passed,  and revenue  recognized at  or near  the  Partnerships' wells
under short-term purchase contracts at prevailing prices in accordance
with  arrangements which are customary in  the oil industry.  Sales of
gas  applicable to the Partnerships' interest in producing oil and gas
leases  are recorded  as revenue  when the  gas  is metered  and title
transferred  pursuant   to  the  gas  sales   contracts  covering  the
Partnerships'  interest in  gas  reserves.   During  such times  as  a
Partnership's  sales of gas  exceed its pro rata  ownership in a well,
such sales  are recorded as revenues unless  total sales from the well
have exceeded the  Partnership's share of estimated total gas reserves
underlying the property,  at which time such  excess is recorded  as a
liability.   At December 31,  1996 and  1995 total sales  exceeded the
Partnerships' share of estimated total gas reserves as follows:


                         1996                  1995
                   -----------------    -------------------
    Partnership      Mcf     Amount       Mcf      Amount
    -----------    -------  --------    -------  ----------

       II-A         67,662  $101,493     86,302  $164,837
       II-B         11,370    17,055      8,047    15,048
       II-C          6,924    10,386     31,689    59,892
       II-D         78,875   118,313     60,893   117,523
       II-E        107,454   161,181     43,213    84,265
       II-F         21,051    31,577     11,986    23,373
       II-G         47,997    71,995     25,898    50,501
       II-H         11,031    16,547      5,749    11,211


These amounts were  recorded as gas  imbalance payables in  accordance
with the sales method.


     General and Administrative Overhead

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

                                 F-56
<PAGE>
<PAGE>
     Use of Estimates in Financial Statements

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


     Income Taxes

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


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.  The following is a summary of
payments  made to  the  General  Partner  or  its  affiliates  by  the
Partnerships  for general and administrative costs for the years ended
December 31, 1996, 1995, and 1994:  

        Partnership      1996        1995        1994
        -----------    --------    --------    --------

           II-A        $509,772    $509,772    $509,772
           II-B         380,760     380,760     380,757
           II-C         162,756     162,756     162,759
           II-D         331,452     331,452     331,451
           II-E         240,864     240,864     240,864
           II-F         180,420     180,420     180,421
           II-G         391,776     391,776     391,778
           II-H          96,540      96,540      96,358


     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.
                                 F-57
<PAGE>
<PAGE>
     During 1994 and 1995  the Partnerships sold gas at  market prices
to El Paso  Energy Marketing  Company, formerly known  as Premier  Gas
Company ("El Paso").  El Paso, like other similar gas marketing firms,
then resold such gas to  third parties at market prices.  El  Paso was
an  affiliate of  the  Partnerships  until  December  6,  1995.    The
following table summarizes the total amount of the Partnerships' sales
to El Paso during the years ended December 31, 1995 and 1994:  


        Partnership      1995         1994
        -----------    --------    ----------

           II-A        $825,515    $1,085,911
           II-B         374,717       595,951
           II-C         225,948       365,980
           II-D         682,346       909,348
           II-E         593,218       618,067
           II-F         367,527       543,786
           II-G         776,211     1,150,665
           II-H         182,878       272,053


The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from El Paso at December 31, 1995:


              Partnership      1995
              -----------    --------

                 II-A        $153,461
                 II-B          81,240
                 II-C          46,202
                 II-D         124,908
                 II-E         122,758
                 II-F          66,788
                 II-G         141,036
                 II-H          33,220


3.   MAJOR CUSTOMERS 

     The  following  table  sets  forth  purchasers  who  individually
accounted  for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1996, 1995, and 1994:  

                                 F-58
<PAGE>
<PAGE>
Partnership            Purchaser               Percentage
-----------    ------------------------    ---------------------
                                           1996    1995    1994
                                           -----   -----   -----

   II-A        El Paso                     23.5%   17.7%   17.0%
               Hallwood Petroleum, Inc.
                 ("Hallwood")              13.9%   15.5%   14.4%
               Amoco Production Company
                 ("Amoco")                 14.7%   14.3%   12.9%
               J-O'B Operating ("J-O'B")   10.6%     -       -

   II-B        Hallwood                    18.1%   21.0%   18.0%
               El Paso                     22.5%   11.7%   12.7%
               Amoco                       11.0%     -       -
               J-O'B                       11.0%     -       -

   II-C        El Paso                     24.5%   14.9%   16.0%
               Amoco                       10.5%     -       -

   II-D        El Paso                     19.1%   17.5%   18.8%

   II-E        El Paso                     30.8%   25.8%   24.9%

   II-F        El Paso                     22.4%   18.1%   23.5%
               Texaco Exploration and 
                 Production, Inc.
                 ("Texaco")                12.5%   14.1%     - %

   II-G        El Paso                     22.4%   17.9%   22.5%
               Texaco                      12.6%   13.9%     - %

   II-H        El Paso                     22.1%   17.5%   22.5%
               Texaco                      12.7%   13.7%     - %


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


4.   SUPPLEMENTAL OIL AND GAS INFORMATION

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

                                 F-59
<PAGE>
<PAGE>
     Capitalized Costs

     The  capitalized costs  and accumulated  depreciation, depletion,
amortization, and valuation  allowance at December  31, 1996 and  1995
were as follows:  


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

                               1996             1995
                           -------------    -------------

   Proved properties        $31,896,851      $36,017,026
   Unproved properties,
     not subject to
     depreciation,
     depletion, and
     amortization               461,419          461,419
                             ----------       ----------
                            $32,358,270      $36,478,445

   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 26,187,477)    ( 29,087,633)
                             ----------       ----------
       Net oil and gas
         properties        $  6,170,793      $ 7,390,812
                             ==========       ==========

                                 F-60
<PAGE>
<PAGE>
                           II-B Partnership
                            ---------------

                               1996             1995
                           -------------    -------------

   Proved properties        $21,846,398      $26,611,424
   Unproved properties,
     not subject to
     depreciation,
     depletion, and
     amortization               396,985          396,985
                             ----------       ----------
                            $22,243,383      $27,008,409
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 18,102,974)    ( 21,749,657)
                             ----------       ----------
       Net oil and gas
         properties         $ 4,140,409      $ 5,258,752
                             ==========       ==========


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

                               1996             1995
                           -------------    -------------

   Proved properties        $10,268,834      $11,807,787
   Unproved properties,
     not subject to
     depreciation,
     depletion, and
     amortization                30,441           30,441
                             ----------       ----------
                            $10,299,275      $11,838,228

   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        (  8,250,396)    (  9,265,944)
                             ----------       ----------
       Net oil and gas
         properties         $ 2,048,879      $ 2,572,284
                             ==========       ==========

                                 F-61
<PAGE>
<PAGE>
                           II-D Partnership
                           ----------------

                               1996             1995
                           -------------    -------------

   Proved properties        $20,297,277      $22,632,078
   Unproved properties,
     not subject to
     depreciation,
     depletion, and
     amortization                    16               16
                             ----------       ----------
                            $20,297,293      $22,632,094
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 15,906,502)    ( 17,237,895)
                             ----------       ----------
       Net oil and gas
         properties         $ 4,390,791      $ 5,394,199
                             ==========       ==========


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

                               1996             1995
                           -------------    -------------

   Proved properties        $16,396,307      $17,520,680
   Unproved properties,
     not subject to
     depreciation,
     depletion, and
     amortization               680,978          680,978
                             ----------       ----------
                            $17,077,285      $18,201,658
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 12,498,125)    ( 12,907,679)
                             ----------       ----------
       Net oil and gas
         properties         $ 4,579,160      $ 5,293,979
                             ==========       ==========

                                 F-62
<PAGE>
<PAGE>
                           II-F Partnership
                           ----------------

                               1996             1995
                           -------------    -------------

   Proved properties        $11,884,071      $13,331,175
   Unproved properties,
     not subject to 
     depreciation, 
     depletion, and
     amortization             1,168,905        1,168,905
                             ----------       ----------
                            $13,052,976      $14,500,080
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        (  8,699,629)    (  9,564,025)
                             ----------       ----------
       Net oil and gas
         properties         $ 4,353,347      $ 4,936,055
                             ==========       ==========


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

                               1996             1995
                           -------------    -------------

   Proved properties        $25,536,919      $28,899,424
   Unproved properties,
     not subject to 
     depreciation, 
     depletion, and
     amortization             2,612,125        2,612,125
                             ----------       ----------
                            $28,149,044      $31,511,549
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 18,606,254)    ( 20,660,152)
                             ----------       ----------
       Net oil and gas
         properties         $ 9,542,790      $10,851,397
                             ==========       ==========

                                 F-63
<PAGE>
<PAGE>
                           II-H Partnership
                           ----------------

                               1996             1995
                           -------------    -------------

   Proved properties        $6,239,240       $ 7,097,729
   Unproved properties,
     not subject to 
     depreciation, 
     depletion, and
     amortization              660,832           660,832
                             ---------        ----------
                            $6,900,072       $ 7,758,561
   Less accumulated
     depreciation,
     depletion, amorti-
     zation, and valua-
     tion allowance        ( 4,595,258)     (  5,134,284)
                             ---------        ----------
       Net oil and gas
         properties         $2,304,814       $ 2,624,277
                             =========        ==========


     Costs Incurred

     The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities  during the years ended December
31, 1996,  1995, or  1994.   Costs  incurred  by the  Partnerships  in
connection with their  oil and gas property development activities for
the years ended December 31, 1996, 1995, and 1994 were as follows:  


           Partnership      1996      1995      1994
           -----------    --------  --------  --------

              II-A         $98,540  $168,118  $305,300
              II-B          89,173   217,765   203,350
              II-C           5,076    77,297    58,552
              II-D          22,210    58,694   100,082
              II-E          70,806    82,764    44,274
              II-F          11,332    18,171    38,920
              II-G          27,441    40,899   114,454
              II-H           6,306    10,563    21,559


                                 F-64
<PAGE>
<PAGE>
     Quantities of Proved Oil and Gas Reserves - Unaudited

     The following tables  summarize changes in net quantities  of the
Partnerships'  proved reserves, all of which are located in the United
States,  for the periods indicated.   The proved  reserves at December
31,  1996,  1995,  and  1994  were  estimated by  petroleum  engineers
employed  by   affiliates  of  the  Partnerships.     Certain  reserve
information was  reviewed by Ryder Scott  Company Petroleum Engineers,
an independent petroleum engineering firm.  

                                 F-65
<PAGE>
<PAGE>
                           II-A Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      695,009     10,501,238
  Production                       (150,281)   ( 2,226,658)
  Sales of minerals in
    place                          (  2,147)   (     3,261)
  Revision of previous 
    estimates                       133,406      1,715,644
                                    -------     ----------

Proved reserves, Dec. 31, 1994      675,987      9,986,963
  Production                       (120,420)   ( 1,768,316)
  Sales of minerals in
    place                          (    422)   (    19,550)
  Extensions and discoveries         11,099         42,427
  Revisions of previous
    estimates                       134,010      1,361,551
                                    -------     ----------

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

Proved reserves, Dec. 31, 1996      695,390      9,255,329
                                    =======     ==========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 675,948      9,816,017
                                    =======     ==========

  December 31, 1995                 700,254      9,603,075
                                    =======     ==========

  December 31, 1996                 695,390      9,255,329
                                    =======     ==========

                                 F-66
<PAGE>
<PAGE>
                           II-B Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      558,681     6,464,095
  Production                       (111,099)   (1,649,869)
  Sales of minerals in
    place                          (  1,745)   (   19,087)
  Revision of previous 
    estimates                        39,239     1,321,885
                                    -------     ---------

Proved reserves, Dec. 31, 1994      485,076     6,117,024
  Production                       ( 81,304)   (1,205,296)
  Sales of minerals in
    place                          (    756)   (   61,925)
  Extensions and discoveries         13,810        18,726
  Revisions of previous
    estimates                        78,699       860,574
                                    -------     ---------

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

Proved reserves, Dec. 31, 1996      503,394     5,589,703
                                    =======     =========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 485,076     5,884,070
                                    =======     =========

  December 31, 1995                 495,525     5,729,103
                                    =======     =========

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

                                 F-67
<PAGE>
<PAGE>
                           II-C Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      252,090     4,263,435
  Production                       ( 34,074)   (  975,652)
  Sales of minerals in
    place                          (     73)   (    3,673)
  Revision of previous 
    estimates                         2,314       751,118
                                    -------     ---------

Proved reserves, Dec. 31, 1994      220,257     4,035,228
  Production                       ( 26,383)   (  737,277)
  Sales of minerals in
    place                          (  1,141)   (    5,265)
  Extensions and discoveries          2,810         9,289
  Revisions of previous
    estimates                        10,126       681,340
                                    -------     ---------

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

Proved reserves, Dec. 31, 1996      203,909     4,258,644
                                    =======     =========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 220,257     3,935,386
                                    =======     =========

  December 31, 1995                 205,669     3,983,315
                                    =======     =========

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

                                 F-68
<PAGE>
<PAGE>
                           II-D Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      396,479     11,952,132
  Production                       ( 93,610)   ( 2,000,016)
  Sales of minerals in
    place                          (     20)   (    13,563)
  Revision of previous 
    estimates                       137,228      1,588,157
                                    -------     ----------

Proved reserves, Dec. 31, 1994      440,077     11,526,710
  Production                       ( 88,913)   ( 1,906,303)
  Sales of minerals in
    place                          (  1,286)   (    13,896)
  Extensions and discoveries            292         28,447
  Revisions of previous
    estimates                       203,408      1,275,502
                                    -------     ----------

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

Proved reserves, Dec. 31, 1996      495,079     11,012,174
                                    =======     ==========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 440,077     11,526,710
                                    =======     ==========

  December 31, 1995                 553,578     10,910,460
                                    =======     ==========

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

                                 F-69
<PAGE>
<PAGE>
                           II-E Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      303,174     6,163,139
  Production                       ( 66,656)   (  853,317)
  Sales of minerals in
    place                          (     94)   (      748)
  Revision of previous 
    estimates                         7,232       559,970
                                    -------     ---------

Proved reserves, Dec. 31, 1994      243,656     5,869,044
  Production                       ( 63,680)   (  937,469)
  Sales of minerals in
    place                          (  1,574)   (   23,318)
  Extensions and discoveries         10,194        48,960
  Revisions of previous
    estimates                       109,338     1,444,042
                                    -------     ---------

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

Proved reserves, Dec. 31, 1996      303,372     5,696,474
                                    =======     =========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 243,656     5,856,457
                                    =======     =========

  December 31, 1995                 297,934     6,401,259
                                    =======     =========

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


                                 F-70
<PAGE>
<PAGE>
                           II-F Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      403,206     5,556,737
  Production                       ( 63,723)   (  833,628)
  Sales of minerals in
    place                          (    264)   (      741)
  Revision of previous 
    estimates                        13,322    (   33,656)
                                    -------     ---------

Proved reserves, Dec. 31, 1994      352,541     4,688,712
  Production                       ( 54,773)   (  845,804)
  Sales of minerals in
    place                          (  4,031)   (   28,284)
  Extensions and discoveries            829       108,943
  Revisions of previous
    estimates                        60,441       815,149
                                    -------     ---------

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

Proved reserves, Dec. 31, 1996      365,138     4,671,485
                                    =======     =========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 352,541     4,657,944
                                    =======     =========

  December 31, 1995                 355,007     4,738,716
                                    =======     =========

  December 31, 1996                 365,138     4,671,485
                                    =======     =========


                                 F-71
<PAGE>
<PAGE>
                           II-G Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      862,055       12,213,776
  Production                       (134,034)     ( 1,921,696)
  Sales of minerals in
    place                          (    562)     (     2,026)
  Revision of previous 
    estimates                        14,538      (    30,956)
                                    -------       ----------

Proved reserves, Dec. 31, 1994      741,997       10,259,098
  Production                       (115,206)     ( 1,832,915)
  Sales of minerals in
    place                          (  8,413)     (    66,454)
  Extensions and discoveries          1,737          227,933
  Revisions of previous
    estimates                       126,364        1,715,621
                                    -------       ----------

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

Proved reserves, Dec. 31, 1996      769,142       10,122,558
                                    =======       ==========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 741,997       10,194,757
                                    =======       ==========

  December 31, 1995                 746,479       10,303,283
                                    =======       ==========

  December 31, 1996                 769,142       10,122,558
                                    =======       ==========

                                 F-72
<PAGE>
<PAGE>
                           II-H Partnership
                           ----------------


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

Proved reserves, Dec. 31, 1993      198,685     3,080,514
  Production                       ( 31,241)   (  452,661)
  Sales of minerals in
    place                          (    142)   (      512)
  Revision of previous 
    estimates                         6,580    (   59,390)
                                    -------     ---------

Proved reserves, Dec. 31, 1994      173,882     2,567,951
  Production                       ( 26,870)   (  449,854)
  Sales of minerals in
    place                          (  2,006)   (   18,719)
  Extensions and discoveries            401        52,767
  Revisions of previous
    estimates                        28,114       401,519
                                    -------     ---------

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

Proved reserves, Dec. 31, 1996      180,002     2,493,240
                                    =======     =========

PROVED DEVELOPED RESERVES:

  December 31, 1994                 173,882     2,555,068
                                    =======     =========

  December 31, 1995                 173,521     2,553,664
                                    =======     =========

  December 31, 1996                 180,002     2,493,240
                                    =======     =========

                                 F-73
<PAGE>
<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, 1996 relating  to
proved oil and gas reserves based on the standardized  measure as pre-
scribed in SFAS No. 69:


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

    Future cash inflows        $49,443,483      $31,624,260
    Future production and
      development costs       ( 14,580,094)    (  9,063,180)
                                ----------       ----------

        Future net cash
          flows                $34,863,389      $22,561,080

    10% discount to
      reflect timing of
      cash flows              ( 11,408,631)    (  7,311,538)
                                ----------       ----------

    Standardized measure
      of discounted
      future net cash
      flows                    $23,454,758      $15,249,542
                                ==========       ==========

                                 F-74
<PAGE>
<PAGE>
                                       Partnership
                              ------------------------------
                                  II-C             II-D
                              -------------    -------------

    Future cash inflows        $19,935,048      $49,961,714
    Future production and
      development costs       (  5,140,243)    ( 14,525,533)
                                ----------       ----------

        Future net cash
          flows                $14,794,805      $35,436,181

    10% discount to
      reflect timing of
      cash flows              (  4,949,739)    ( 12,367,084)
                                ----------       ----------

    Standardized measure
      of discounted
      future net cash
      flows                    $ 9,845,066      $23,069,097
                                ==========       ==========


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

    Future cash inflows        $27,529,378      $25,975,545
    Future production and
      development costs       (  6,682,314)    (  5,525,443)
                                ----------       ----------

        Future net cash
          flows                $20,847,064      $20,450,102

    10% discount to
      reflect timing of
      cash flows              (  8,092,871)    (  8,424,410)
                                ----------       ----------

    Standardized measure
      of discounted
      future net cash
      flows                    $12,754,193      $12,025,692
                                ==========       ==========

                                 F-75
<PAGE>
<PAGE>
                                       Partnership
                              ------------------------------
                                  II-G             II-H
                              -------------    -------------

    Future cash inflows        $55,808,867      $13,542,727
    Future production and
      development costs       ( 12,011,514)    (  2,975,312)
                                ----------       ----------

        Future net cash
          flows                $43,797,353      $10,567,415 

    10% discount to
      reflect timing of
      cash flows              ( 18,025,396)    (  4,344,511)
                                ----------       ----------

    Standardized measure
      of discounted
      future net cash
      flows                    $25,771,957      $ 6,222,904
                                ==========       ==========


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, 1996 using oil and gas prices
of approximately  $24.00 per barrel  and $3.60 per  Mcf, respectively.
As of the date of this Annual Report on Form 10-K, oil and  gas prices
received by the Partnerships had decreased to approximately $19.00 per
barrel and $1.60 per Mcf, respectively.  If such prices, as opposed to
December 31,  1996 prices, were  used in calculating  the standardized
measure  of  discounted future  net  cash flows  of  the Partnerships'
proved oil  and gas  reserves as of  December 31, 1996,  such decrease
would  have had  a significant  effect on  the value  of the  reserves
disclosed herein.


                                 F-76
<PAGE>
<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       Advisory  Agreement dated  as of  November 24,  1992 between
          Samson, PaineWebber, Geodyne Resources,  Geodyne Properties,
          Inc., Geodyne Production Company, and Geodyne Energy Company
          filed as Exhibit 28.3 to Registrant's Current Report on Form
          8-K on  December  24, 1992  and  is hereby  incorporated  by
          reference.

                                 F-77
<PAGE>
<PAGE>
4.4       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.

4.5       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.

4.6       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.

4.7       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.

4.8       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.

4.9       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.  

4.10      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. 

                                 F-78
<PAGE>
<PAGE>
4.11      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.   

4.12      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.  

4.13      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.  

4.14      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.  

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

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

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

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

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

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

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

                                 F-79
<PAGE>
<PAGE>
*23.7     Consent  of  Ryder  Scott  Company  Petroleum  Engineers for
          Geodyne Energy Income Limited Partnership II-G.  

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

*27.1     Financial   Data   Schedule  containing   summary  financial
          information extracted from the Geodyne Energy Income Limited
          Partnership II-A's  financial statements as of  December 31,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

*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,
          1996 and for the year ended December 31, 1996.

                                 F-80
<PAGE>
<PAGE>
*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,
          1996 and for the year ended December 31, 1996.

          All other Exhibits are omitted as inapplicable.  

     ----------

     * Filed herewith.
                                 F-81
<PAGE>