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, 2000

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

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

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

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

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

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

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

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



                                      -1-
<PAGE>




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

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

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

                  DOCUMENTS INCORPORATED BY REFERENCE:  None



                                      -2-
<PAGE>



                                  FORM 10-K405
                                TABLE OF CONTENTS



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

PART II.....................................................................26
      ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
      ITEM 6.     SELECTED FINANCIAL DATA...................................28
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................37
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  ABOUT MARKET RISK........................................ 63
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............63
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................63

PART III....................................................................64
      ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
                  PARTNER...................................................64
      ITEM 11.    EXECUTIVE COMPENSATION....................................65
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT................................................74
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............75

PART IV.....................................................................76
      ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
                  ON FORM 8-K...............................................76
      SIGNATURES............................................................81


                                      -3-
<PAGE>




                                    PART I.

ITEM 1.  BUSINESS

      General

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

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

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


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



                                      -4-
<PAGE>



      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships  including the Partnerships.  The General Partner is a wholly-owned
subsidiary  of Samson  Investment  Company.  Samson  Investment  Company and its
various  corporate  subsidiaries,  including the General  Partner  (collectively
"Samson"),  are  primarily  engaged in the  production  and  development  of and
exploration  for oil and gas  reserves  and the  acquisition  and  operation  of
producing   properties.   At  December  31,  2000,  Samson  owned  interests  in
approximately 13,500 oil and gas wells located in 19 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 2000, Samson
operated  approximately  2,700  oil and gas  wells  located  in 14 states of the
United States, as well as Canada, Venezuela, and Russia.

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

      As limited partnerships,  the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2001, Samson employed approximately 965 persons. No employees
are covered by collective  bargaining  agreements,  and management believes that
Samson  provides  a  sound  employee  relations  environment.   For  information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."

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

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements") the Partnerships will terminate on December 31,
2001. However,  the Partnership  Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this  Annual  Report,  the  General  Partner  has not  determined
whether to extend the term of any Partnership.


      Funding

      Although  the  Partnership  Agreements  permit the  Partnerships  to incur
borrowings,  the Partnerships'  operations and expenses are currently funded out
of each Partnership's  revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.



                                      -5-
<PAGE>



      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is  the  production  of,  and  related
incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or
otherwise  process crude oil and  condensate.  The  Partnerships do not hold any
patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any
government  contracts.  The  Partnerships  have no  backlog of orders and do not
participate in research and development  activities.  The  Partnerships  are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.


      Competition and Marketing

      The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas  properties,  and amount of oil and gas which can be economically
produced depend  substantially  upon the prevailing  prices for oil and gas. Oil
and gas prices (and  consequently the Partnerships'  profitability)  depend 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),  the level of domestic oil and gas production,  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.  In
addition, 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.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature  and are  dependent  upon the  obtaining  of  transportation  services
provided by pipelines.  Spot prices for the  Partnerships'  gas  increased  from
approximately  $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf
at  December  31,  2000.  Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to



                                      -6-
<PAGE>



transportation  and marketing costs,  BTU adjustments,  and regional price and
quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices for the Partnerships' oil increased from approximately  $22.75
per barrel at December 31, 1999 to  approximately  $27.52 per barrel at December
31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2000:



                                      -7-
<PAGE>





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

   II-A          El Paso Energy Marketing Company
                   ("El Paso")                                     27.8%
                 Amoco Production Company                          17.2%

   II-B          El Paso                                           38.0%
                 Hallwood Petroleum, Inc.                          11.5%
                 Amoco Production Company                          10.4%

   II-C          El Paso                                           35.6%

   II-D          El Paso                                           28.6%

   II-E          El Paso                                           47.9%

   II-F          El Paso                                           20.7%

   II-G          El Paso                                           20.6%

   II-H          El Paso                                           20.7%


      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.




                                      -8-
<PAGE>




      Oil, Gas, and Environmental Control Regulations

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

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

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

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




                                      -9-
<PAGE>




      Insurance Coverage

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


ITEM 2.    PROPERTIES

           Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2000.

                               Well Statistics(1)
                             As of December 31, 2000

             Number of Gross Wells(2)           Number of Net Wells(3)
             ------------------------        ---------------------------
 P/ship       Total      Oil    Gas           Total      Oil       Gas
 ------       -----      ---    ---           -----     -----     -----
   II-A       1,011      745    266           43.21     29.53     13.68
   II-B         185      110     75           22.69     15.15      7.54
   II-C         245       93    152            7.82      2.45      5.37
   II-D         188       72    116           20.32      2.48     17.84
   II-E         859      658    201           10.62      3.96      6.66
   II-F         866      677    189           11.00      5.67      5.33
   II-G         866      677    189           23.72     12.17     11.55
   II-H         866      677    189            5.81      2.95      2.86

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




                                      -10-
<PAGE>





      Drilling Activities

      During the year ended December 31, 2000, the Partnerships  participated in
the drilling activities described below.

                                                Working
P/ship       Well Name          County    St.   Interest  Type    Status
------   ----------------       -------   ---   --------  ----   ---------

II-E     Wolfe Unit No. 7       Winkler   TX    .00330     Oil   Producing

II-F     Wolfe Unit No. 7       Winkler   TX    .00807     Oil   Producing

II-G     Wolfe Unit No. 7       Winkler   TX    .01687     Oil   Producing

II-H     Wolfe Unit No. 7       Winkler   TX    .00390     Oil   Producing


      During the year ended  December  31,  2000,  the  Partnerships  indirectly
participated in the drilling activities described below. The Partnerships do not
own working  interests in these wells;  therefore,  they did not incur any costs
associated with the drilling activity.

                                                Revenue
P/ship       Well Name          County    St.   Interest   Type   Status
------   ----------------       -------   ---   --------   ----  ---------

II-A     Hutton No. 1           Colusa    CA    .00008     Gas   Producing

II-C     Pankratz No. 2-35      Dewey     OK    .00439     Gas   Producing

II-D     Pankratz No. 2-35      Dewey     OK    .00505     Gas   Producing

II-E     McQuiddy No. 4-4       Hemphill  TX    .01969     Gas   Producing

      The II-B  Partnership  did not directly or indirectly  participate  in any
drilling activities during the year ended December 31, 2000.


      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



                                      -11-
<PAGE>



gas and oil, which rate is not necessarily indicative of the relationship of oil
and gas prices.  The respective prices of oil and gas are affected by market and
other factors in addition to relative energy content.

                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           77,024         84,033         86,428
   Gas (Mcf)                         1,003,723      1,149,550      1,433,552

Oil and gas sales:
   Oil                              $2,117,259     $1,365,308     $1,070,099
   Gas                               3,601,631      2,397,623      2,841,724
                                     ---------      ---------      ---------
     Total                          $5,718,890     $3,762,931     $3,911,823
                                     =========      =========      =========
Total direct operating
   expenses                         $1,418,970     $1,297,760     $1,772,997
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.8%          34.5%          45.3%

Average sales price:
   Per barrel of oil                    $27.49         $16.25         $12.38
   Per Mcf of gas                         3.59           2.09           1.98

Direct operating expenses per
   equivalent Bbl of oil                $ 5.81         $ 4.71         $ 5.45




                                      -12-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           52,155         56,749         53,095
   Gas (Mcf)                           707,543        870,203        904,066

Oil and gas sales:
   Oil                              $1,431,328     $  918,317     $  713,020
   Gas                               2,506,352      1,775,400      1,779,023
                                     ---------      ---------      ---------
     Total                          $3,937,680     $2,693,717     $2,492,043
                                     =========      =========      =========
Total direct operating
   expenses                         $  995,481     $  960,136     $1,092,499
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         25.3%          35.6%          43.8%

Average sales price:
   Per barrel of oil                    $27.44         $16.18         $13.43
   Per Mcf of gas                         3.54           2.04           1.97

Direct operating expenses per
   equivalent Bbl of oil                $ 5.85         $ 4.76         $ 5.36



                                      -13-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           16,424         17,691         16,806
   Gas (Mcf)                           398,166        500,545        478,643

Oil and gas sales:
   Oil                              $  456,845     $  295,047     $  224,072
   Gas                               1,399,195      1,001,421        912,402
                                     ---------      ---------      ---------
     Total                          $1,856,040     $1,296,468     $1,136,474
                                     =========      =========      =========
Total direct operating
   expenses                         $  404,470     $  440,322     $  427,109
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.8%          34.0%          37.6%

Average sales price:
   Per barrel of oil                    $27.82         $16.68         $13.33
   Per Mcf of gas                         3.51           2.00           1.91

Direct operating expenses per
   equivalent Bbl of oil                $ 4.89         $ 4.35         $ 4.42



                                      -14-
<PAGE>




                               Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           32,648         33,890         37,733
   Gas (Mcf)                           836,567      1,010,194      1,034,372

Oil and gas sales:
   Oil                              $  909,025     $  556,917     $  477,184
   Gas                               2,848,626      2,041,699      1,933,867
                                     ---------      ---------      ---------
     Total                          $3,757,651     $2,598,616     $2,411,051
                                     =========      =========      =========
Total direct operating
   expenses                         $  937,311     $1,106,783     $  945,971
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.9%          42.6%          39.2%

Average sales price:
   Per barrel of oil                    $27.84         $16.43         $12.65
   Per Mcf of gas                         3.41           2.02           1.87

Direct operating expenses per
   equivalent Bbl of oil                $ 5.45         $ 5.47         $ 4.50



                                      -15-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           23,708         32,352         37,508
   Gas (Mcf)                           611,642        624,562        647,841

Oil and gas sales:
   Oil                              $  693,214     $  565,758     $  499,076
   Gas                               2,067,671      1,244,967      1,205,387
                                     ---------      ---------      ---------
     Total                          $2,760,885     $1,810,725     $1,704,463
                                     =========      =========      =========
Total direct operating
   expenses                         $  579,065     $  557,889     $  672,490
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         21.0%          30.8%          39.5%

Average sales price:
   Per barrel of oil                    $29.24         $17.49         $13.31
   Per Mcf of gas                         3.38           1.99           1.86

Direct operating expenses per
   equivalent Bbl of oil                $ 4.61         $ 4.09         $ 4.62



                                      -16-
<PAGE>




                               Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           25,175         34,859         36,915
   Gas (Mcf)                           480,967        569,382        516,917

Oil and gas sales:
   Oil                              $  708,378     $  579,956     $  491,647
   Gas                               1,604,881      1,085,380        953,155
                                     ---------      ---------      ---------
     Total                          $2,313,259     $1,665,336     $1,444,802
                                     =========      =========      =========
Total direct operating
   expenses                         $  412,615     $  451,347     $  398,414
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         17.8%          27.1%          27.6%

Average sales price:
   Per barrel of oil                    $28.14         $16.64         $13.32
   Per Mcf of gas                         3.34           1.91           1.84

Direct operating expenses per
   equivalent Bbl of oil                $ 3.92         $ 3.48         $ 3.24



                                      -17-
<PAGE>




                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           52,807         73,361         77,421
   Gas (Mcf)                         1,031,148      1,210,210      1,105,661

Oil and gas sales:
   Oil                              $1,485,755     $1,216,334     $1,030,974
   Gas                               3,429,820      2,311,265      2,041,481
                                     ---------      ---------      ---------
     Total                          $4,915,575     $3,527,599     $3,072,455
                                     =========      =========      =========
Total direct operating
   expenses                         $  885,336     $  965,229     $  852,699
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         18.0%          27.4%          27.8%

Average sales price:
   Per barrel of oil                    $28.14         $16.58         $13.32
   Per Mcf of gas                         3.33           1.91           1.85

Direct operating expenses per
   equivalent Bbl of oil                $ 3.94         $ 3.51         $ 3.26




                                      -18-
<PAGE>




                               Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2000           1999           1998
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           12,297         17,055         17,978
   Gas (Mcf)                           245,490        287,724        266,337

Oil and gas sales:
   Oil                              $  345,882     $  283,407     $  239,450
   Gas                                 816,404        553,520        494,163
                                     ---------      ---------      ---------
     Total                          $1,162,286     $  836,927     $  733,613
                                     =========      =========      =========
Total direct operating
   expenses                         $  213,954     $  232,658     $  205,463
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         18.4%          27.8%          28.0%

Average sales price:
   Per barrel of oil                    $28.13         $16.62         $13.32
   Per Mcf of gas                         3.33           1.92           1.86

Direct operating expenses per
   equivalent Bbl of oil                $ 4.02         $ 3.58         $ 3.29


      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,  2000.  The
schedule  of  quantities  of proved oil and gas  reserves  was  prepared  by the
General  Partner in accordance  with the rules  prescribed by the Securities and
Exchange  Commission (the "SEC").  Certain  reserve  information was reviewed by
Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report,  "proved  reserves" refers to those
estimated  quantities of crude oil, gas, and gas liquids  which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years from known oil and gas  reservoirs  under  existing  economic  and
operating conditions.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present

                                      -19-
<PAGE>




value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2000.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily determinable in accordance with applicable contract provisions.  The oil
and gas prices at  December  31,  2000 have caused the  estimates  of  remaining
economically recoverable reserves, as well as the value placed on said reserves,
to be substantially higher than in the past several years. Any decrease in these
prices will result in a  corresponding  reduction  in the  estimate of remaining
reserves.  The prices used in calculating the net present value  attributable to
the Partnerships'  proved reserves do not necessarily  reflect market prices for
oil  and gas  production  subsequent  to  December  31,  2000.  There  can be no
assurance  that the prices  used in  calculating  the net  present  value of the
Partnerships' proved reserves at December 31, 2000 will actually be realized for
such  production.  The General Partner  believes that it is unlikely that prices
will remain at their current high levels.

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

                               Proved Reserves and
                               Net Present Values
                              From Proved Reserves
                           As of December 31, 2000 (1)

II-A Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   6,707,781
      Oil and liquids (Bbls)                                        548,403

   Net present value (discounted at 10% per annum)              $26,167,291




                                      -20-
<PAGE>

II-B Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,842,161
      Oil and liquids (Bbls)                                        361,833

   Net present value (discounted at 10% per annum)              $18,182,791


II-C Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,391,042
      Oil and liquids (Bbls)                                        126,153

   Net present value (discounted at 10% per annum)              $11,103,853

II-D Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   8,264,342
      Oil and liquids (Bbls)                                        253,737

   Net present value (discounted at 10% per annum)              $26,325,421

II-E Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   4,054,722
      Oil and liquids (Bbls)                                        229,723

   Net present value (discounted at 10% per annum)              $14,391,992

II-F Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   3,158,866
      Oil and liquids (Bbls)                                        269,110

   Net present value (discounted at 10% per annum)              $12,803,971

II-G Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                   6,779,445
      Oil and liquids (Bbls)                                        565,056

   Net present value (discounted at 10% per annum)              $27,261,672



                                      -21-
<PAGE>

II-H Partnership:
----------------
   Estimated proved reserves:
      Gas (Mcf)                                                  1,646,842
      Oil and liquids (Bbls)                                       131,882

   Net present value (discounted at 10% per annum)              $6,528,724

----------

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


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


      Significant Properties

      The   following   table  sets  forth  the  number  and   percent  of  each
Partnership's  total wells which are operated by affiliates of the  Partnerships
as of December 31, 2000:

                                Operated Wells
                  ----------------------------------------
                    Partnership     Number       Percent
                    -----------     ------       -------
                       II-A           58             5%
                       II-B           35            18%
                       II-C           45            17%
                       II-D           26            12%
                       II-E           35             1%
                       II-F           45             2%
                       II-G           45             2%
                       II-H           45             2%


      The following tables set forth certain well and reserve  information as of
December  31, 2000 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.



                                      -22-
<PAGE>
      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico.  The Sacramento
Basin is located in central California.





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

                                     Significant Properties as of December 31, 2000
                                     ----------------------------------------------

                                                                    Wells
                                                                  Operated by
                                                                  Affiliates       Oil          Gas
                        Gross     Net        Other      Total    -------------   Reserves     Reserves       Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)        (Mcf)          Value
------------------      ------   -------    --------    ------   ------   ----   --------    ----------    -----------
<S>                      <C>      <C>         <C>        <C>       <C>     <C>    <C>        <C>           <C>
II-A Partnership:
      Anadarko           112      7.39        40         152       31      20%    52,122     3,752,119     $11,765,581
      Permian            483      4.27         9         492       10       2%    98,801       879,632       3,813,914
      Gulf Coast         249     11.47         -         249        -       -%   114,951       718,699       3,804,714


II-B Partnership:
      Anadarko            36      3.53         2          38       12      32%    20,844     2,373,132     $ 6,981,617
      Southern Okla.
       Folded Belt        13      3.53         -          13       12      92%    57,114       836,674       3,047,490
      Permian             13      1.68         -          13       10      77%    23,833       817,258       2,789,088
      Uinta                9       .91         3          12        -       -%   139,582       276,510       2,175,146


II-C Partnership:
      Anadarko            76      3.57         9          85       18      21%    17,550     1,840,077     $ 5,338,934
      Southern Okla.
       Folded Belt        16      1.62         -          16       15      94%    24,841       555,501       1,800,843
      Permian             16       .80         1          17       10      59%    10,917       394,286       1,318,099

II-D Partnership:
      Anadarko            48      6.11         7          55        8      15%    18,756     2,841,386     $ 8,636,813
      Sacramento          32      5.28         -          32        -       -%      -        2,029,247       6,737,276
      Gulf Coast          10      1.50         1          11        7      64%    67,878       710,357       2,376,653
      Permian              7      1.61         2           9        4      44%     8,332       911,825       2,323,614

--------------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.
(2)  Percent of the Partnership's total wells in the basin which are operated by affiliates of the
     Partnerships.
</TABLE>

                                      -24-
<PAGE>
<TABLE>
<CAPTION>

                                     Significant Properties as of December 31, 2000
                                     ----------------------------------------------

                                                                  Wells
                                                               Operated by
                                                                Affiliates        Oil          Gas
                        Gross     Net       Other     Total    -------------    Reserves     Reserves      Present
     Basin              Wells    Wells     Wells(1)   Wells    Number   %(2)     (Bbl)        (Mcf)         Value
------------------      ------   -------   --------   ------   ------   ----    --------    ----------   -----------
<S>                      <C>     <C>         <C>      <C>        <C>    <C>     <C>         <C>          <C>
II-E Partnership:
      Anadarko            35      1.91          20       55      19      35%        956     1,516,685    $ 4,812,527
      Permian            746      3.79       1,518    2,264       6       -%     98,935     1,145,155      4,465,127
      Southern Okla.
       Folded Belt         1       .18           -        1       1     100%      4,961       702,426      2,221,159
      Gulf Coast          40      2.54           5       45       7      16%     84,152       322,494      1,767,932


II-F Partnership:
      Permian            742      6.39       1,517    2,259       2       -%    240,454     1,009,920    $ 6,076,773
      Anadarko            41      1.96          17       58      18      31%      3,440     1,646,381      5,239,565


II-G Partnership:
      Permian            742     13.35       1,517    2,259       2       -%    502,384     2,109,536    $12,695,892
      Anadarko            41      4.14          17       58      18      31%      7,411     3,497,913     11,129,656
      Southern Okla.
       Folded Belt        23      4.21           3       26      21      81%     27,999       859,139      2,505,521


II-H Partnership:
      Permian            742      3.09       1,517    2,259       2       -%    116,234       488,716    $ 2,938,853
      Anadarko            41       .98          17       58      18      31%      1,787       834,065      2,653,212
      Southern Okla.
       Folded Belt        23      1.11           3       26      21      81%      7,393       227,206        662,604
----------------------
(1)  Wells in which only a non-working (e.g. royalty) interest is owned.
(2)  Percent of the Partnership's total wells in the basin which are operated by affiliates of the
     Partnerships.
</TABLE>


                                      -25-
<PAGE>



      Title to Oil and Gas Properties

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

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


ITEM 3.     LEGAL PROCEEDINGS

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


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

      There were no matters  submitted to a vote of the Limited  Partners of any
Partnership during 2000.


                                    PART II.

ITEM 5.     MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS

      As  of  February  1,  2001,  the  number  of  Units  outstanding  and  the
approximate  number of Limited  Partners of record in the  Partnerships  were as
follows:

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

               II-A            484,283               3,712
               II-B            361,719               2,342
               II-C            154,621               1,222
               II-D            314,878               2,565
               II-E            228,821               1,939
               II-F            171,400               1,527
               II-G            372,189               2,298
               II-H             91,711               1,098


      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



                                      -26-
<PAGE>



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

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

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

                      1999                          2000                 2001
            ------------------------      ------------------------       ----
            1st    2nd    3rd   4th       1st   2nd    3rd    4th        1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.
------      ----   ----   ----  ----      ----  ----   ----   ----       ----

 II-A       $12    $12    $13   $12       $11   $10    $17    $15        $13
 II-B        12     12     12    11        10     9     17     14         12
 II-C        17     16     16    15        14    13     22     20         17
 II-D        17     16     17    16        15    14     24     22         18
 II-E        15     15     15    15        13    12     18     15         13
 II-F        18     17     20    19        17    16     22     19         17
 II-G        18     17     20    19        17    15     21     19         16
 II-H        18     17     20    18        17    15     21     18         16


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


      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts from the sale of oil and gas  production and cash  requirements  of the
Partnership.  Distributable cash is determined by the General Partner at the end
of each calendar  quarter and distributed to the Limited Partners within 45 days
after the end of the quarter.  Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in



                                      -27-
<PAGE>



the sole  judgment  of the  General  Partner  to pay costs,  expenses,  or other
Partnership  obligations  whether  accrued or anticipated to accrue.  In certain
instances,  the  General  Partner  may not  distribute  the full  amount of cash
receipts  which might  otherwise be available for  distribution  in an effort to
equalize or stabilize  the amounts of  quarterly  distributions.  Any  available
amounts not  distributed  are invested and the interest or income thereon is for
the accounts of the Limited Partners.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 1999 and 2000 and the first quarter of 2001.

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

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

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


                                  2000                               2001
            ---------------------------------------------------    ---------
              1st          2nd            3rd           4th          1st
P/ship        Qtr.         Qtr.           Qtr.          Qtr.         Qtr.
------      --------    ----------     ----------    ----------    ---------

 II-A        $1.25        $1.09          $1.40         $1.96        $2.02
 II-B          .97         1.02           1.36          2.41         1.93
 II-C         1.20         1.24           1.44          2.02         2.55
 II-D         1.41         1.23           1.24          1.71         4.20
 II-E         1.25          .76           1.76          2.75         2.14
 II-F         1.54         1.69           1.76          2.50         2.53
 II-G         1.57         1.73           1.73          2.44         2.47
 II-H         1.41         1.64           1.74          2.46         2.46

ITEM 6.           SELECTED FINANCIAL DATA

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



                                      -28-
<PAGE>
<TABLE>
<CAPTION>
                                                Selected Financial Data

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

                                2000            1999              1998              1997              1996
                            -----------     ------------      ------------      ------------      ------------

<S>                         <C>              <C>               <C>               <C>               <C>
Oil and Gas Sales           $5,718,890       $3,762,931        $3,911,823        $5,431,745        $5,832,874
Net Income:
   Limited Partners          2,697,991        1,421,826         2,863,628         1,577,370         2,043,339
   General Partner             373,521           99,132           188,400           141,030           156,483
   Total                     3,071,512        1,520,958         3,052,028         1,718,400         2,199,822
Limited Partners' Net
   Income per Unit                5.57             2.94              5.91              3.26              4.22

Limited Partners' Cash
   Distributions per
     Unit                         5.70             2.62              9.80(1)           6.54              5.37
Total Assets                 5,753,841        5,700,712         5,530,544         7,495,013         9,068,387
Partners' Capital
   (Deficit):
   Limited Partners          5,561,706        5,622,715         5,469,889         7,350,261         8,937,891
   General Partner         (   333,839)     (   380,195)      (   417,336)      (   387,587)      (   342,481)
Number of Units
   Outstanding                 484,283          484,283           484,283           484,283           484,283

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

                                      -29-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,937,680        $2,693,717        $2,492,043        $3,816,269        $4,179,527
Net Income:
   Limited Partners         1,839,198           937,258         3,160,422         1,095,312         1,329,755
   General Partner            163,872            63,070           186,085            99,884           113,834
   Total                    2,003,070         1,000,328         3,346,507         1,195,196         1,443,589
Limited Partners' Net
   Income per Unit               5.08              2.59              8.74              3.03              3.68
Limited Partners' Cash
   Distributions per
     Unit                        5.76              2.18             11.92(1)           6.03              4.79
Total Assets                3,176,745         3,374,612         3,185,016         4,414,695         5,579,977
Partners' Capital
   (Deficit):
   Limited Partners         3,212,852         3,456,654         3,309,396         4,464,974         5,552,662
   General Partner        (   269,807)      (   290,773)      (   320,234)      (   305,223)      (   265,183)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719

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

                                      -30-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999             1998               1997              1996
                          ------------      ------------     ------------       ------------      ------------

<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $1,856,040        $1,296,468       $1,136,474         $1,796,657        $1,925,940
Net Income:
   Limited Partners           886,994           435,619        1,583,504            853,383           707,991
   General Partner            132,143            65,752           95,091             57,028            53,569
   Total                    1,019,137           501,371        1,678,595            910,411           761,560
Limited Partners' Net
   Income per Unit               5.74              2.82            10.24               5.52              4.58
Limited Partners' Cash
   Distributions per
     Unit                        5.90              2.53            14.73(1)            8.43              5.43
Total Assets                1,771,934         1,804,785        1,759,734          2,440,315         2,941,348
Partners' Capital
   (Deficit):
   Limited Partners         1,786,206         1,811,212        1,765,593          2,458,089         2,907,706
   General Partner        (   105,478)      (   119,145)     (   133,264)       (   123,277)      (   115,619)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

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

                                      -31-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $3,757,651        $2,598,616        $2,411,051        $4,314,154        $4,329,102
Net Income:
   Limited Partners         2,287,970           640,655         3,942,172         1,796,378         1,270,858
   General Partner            291,859           106,047           225,825           127,204            99,743
   Total                    2,579,829           746,702         4,167,997         1,923,582         1,370,601
Limited Partners' Net
   Income per Unit               7.27              2.03             12.52              5.70              4.04
Limited Partners' Cash
   Distributions per
     Unit                        5.59              2.60             18.09(1)           9.04              4.85
Total Assets                4,271,202         3,740,589         3,994,909         5,780,264         6,953,850
Partners' Capital
   (Deficit):
   Limited Partners         4,167,919         3,639,949         3,818,294         5,572,122         6,627,744
   General Partner        (   180,437)      (   236,260)      (   247,182)      (   224,003)      (   218,956)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878

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

                                      -32-
<PAGE>
<TABLE>
<CAPTION>



                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,760,885        $1,810,725        $1,704,463        $2,616,003        $2,693,317
Net Income:
   Limited Partners         1,504,695           588,127         6,442,294       (       569)          695,738
   General Partner            200,766            76,030           356,722            66,976            66,720
   Total                    1,705,461           664,157         6,799,016            66,407           762,458
Limited Partners' Net
   Income per Unit               6.58              2.57             28.15               .00              3.04
Limited Partners' Cash
   Distributions per
     Unit                        6.52              3.55             32.21(1)           7.32              4.45
Total Assets                2,908,582         3,021,570         3,260,952         4,257,875         5,976,145
Partners' Capital
   (Deficit):
   Limited Partners         2,953,691         2,941,996         3,165,869         4,094,575         5,770,144
   General Partner        (   133,047)      (   162,586)      (   173,306)      (   172,017)      (   147,595)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821

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

                                      -33-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,313,259        $1,665,336        $1,444,802        $2,191,389        $2,433,313
Net Income:
   Limited Partners         1,405,133           615,301         1,088,453           147,631         1,108,389
   General Partner            175,647            98,196            71,519            81,927            79,948
   Total                    1,580,780           713,497         1,159,972           229,558         1,188,337
Limited Partners' Net
   Income per Unit               8.20              3.59              6.35               .86              6.47
Limited Partners'
   Cash Distributions
     Per Unit                    7.49              4.25             12.34             10.92              8.66
Total Assets                2,513,797         2,393,651         2,473,730         3,564,889         5,312,077
Partners' Capital
   (Deficit):
   Limited Partners         2,573,692         2,451,559         2,565,258         3,590,805         5,315,174
   General Partner        (   101,577)      (   112,893)      (   144,763)      (   143,355)      (   105,914)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400
</TABLE>

                                      -34-
<PAGE>
<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,915,575        $3,527,599        $3,072,455        $4,670,245        $ 5,158,799
Net Income:
   Limited Partners         2,967,172         1,382,389         2,266,451           114,502          2,250,119
   General Partner            371,389            99,665           150,050           172,947            165,845
   Total                    3,338,561         1,482,054         2,416,501           287,449          2,415,964
Limited Partners' Net
   Income per Unit               7.97              3.71              6.09               .31               6.05
Limit Partners' Cash
   Distributions per
     Unit                        7.47              4.24             11.94             10.80               8.30
Total Assets                5,385,526         5,174,834         5,325,802         7,635,720         11,576,732
Partners' Capital
   (Deficit):
   Limited Partners         5,504,004         5,317,832         5,512,443         7,690,992         11,598,490
   General Partner        (   212,913)      (   266,026)      (   304,885)      (   312,392)      (    244,312)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189            372,189
</TABLE>

                                      -35-
<PAGE>

<TABLE>
<CAPTION>

                                                 Selected Financial Data

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

                              2000              1999              1998              1997              1996
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,162,286        $  836,927        $  733,613        $1,119,734        $1,230,222
Net Income:
   Limited Partners           722,427           319,698           532,166       (    11,817)          519,143
   General Partner             56,035            23,260            35,089            40,425            38,792
   Total                      778,462           342,958           567,255            28,608           557,935
Limited Partners' Net
   Income per Unit               7.88              3.49              5.80       (       .13)             5.66
Limited Partners' Cash
   Distributions per
     Unit                        7.25              4.06             11.26             10.65              7.93
Total Assets                1,278,287         1,215,782         1,255,229         1,788,149         2,790,245
Partners' Capital
   (Deficit):
   Limited Partners         1,311,514         1,254,087         1,306,389         1,807,223         2,795,040
   General Partner        (    54,632)      (    66,614)      (    75,631)      (    78,796)      (    58,835)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

</TABLE>


                                      -36-
<PAGE>





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

      Use of Forward-Looking Statements and Estimates

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

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

      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis of results of operations  provided below. The  Partnerships'  revenues,
net income or loss, cash flows,  carrying value of oil and gas  properties,  and
amount of oil and gas which can be economically  produced  depend  substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships'  profitability)  depend 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),
the level of domestic oil and gas production,  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



                                      -37-
<PAGE>



oil and gas industry trends cannot be accurately  predicted or  anticipated.  In
addition, 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.  Predicting future prices is not possible. Concerning
past trends,  oil and gas prices in the United States have been highly  volatile
for many years.

      Over the past ten years average yearly  wellhead gas prices have generally
been in the $1.40 to $2.40 per Mcf range.  However,  due to  unusual  supply and
demand  circumstances  gas prices are  currently  substantially  higher than the
upper end of this range. Substantially all of the Partnerships' gas reserves are
being sold on the "spot  market."  Prices on the spot market are subject to wide
seasonal and regional pricing  fluctuations due to the highly competitive nature
of the spot market. In addition, such spot market sales are generally short-term
in nature  and are  dependent  upon the  obtaining  of  transportation  services
provided by pipelines.  Spot prices for the  Partnerships'  gas  increased  from
approximately  $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf
at  December  31,  2000.  Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.

      For the past ten years,  average  oil prices  have  generally  been in the
$16.00 to $24.00 per barrel  range,  but have been  extremely  volatile over the
past three  years.  Due to global  consumption  and  supply  trends as well as a
slowdown in Asian energy demand,  oil prices in late 1997 and early 1998 reached
historically low levels,  dropping to as low as approximately  $9.25 per barrel.
However, production curtailment agreements among major oil producing nations and
other supply and demand  factors have caused  recent oil prices to climb to over
$30.00  per  barrel in some  markets.  It is not known  whether  this trend will
continue.  Prices for the Partnerships' oil increased from approximately  $22.75
per barrel at December 31, 1999 to  approximately  $27.52 per barrel at December
31, 2000.

      Future  prices  for both oil and gas will  likely  be  different  from the
prices in effect on December 31, 2000. While it is impossible to predict whether
future oil and gas prices will (i) stabilize,  (ii) increase, or (iii) decrease,
management  believes it is possible that average oil and gas prices for the near
future  may be  somewhat  higher  than the prices  experienced  over the past 10
years.

      As discussed in the "Results of Operations" section below,  volumes of oil
and gas sold also significantly affect the Partnerships'  revenues.  Oil and gas
wells generally  produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer



                                      -38-
<PAGE>



economic.  The Partnerships are not acquiring additional oil and gas properties,
and  the  existing  properties  are  not  experiencing   significant  additional
production through drilling or other capital projects. Therefore, volumes of oil
and gas produced  naturally decline from year to year. While it is difficult for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.

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


      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 2000 as compared to the year ended  December  31, 1999 and for the
year ended December 31, 1999 as compared to the year ended December 31, 1998.


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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                      --------------------------------------

      Total  oil  and  gas  sales  increased  $1,955,959  (52.0%)  in  2000 as
compared to 1999. Of this  increase,  approximately  $866,000 and  $1,508,000,
respectively, were related to increases in the



                                      -39-
<PAGE>



average prices of oil and gas sold.  These increases were partially  offset by a
decrease of approximately $304,000 related to a decrease in volumes of gas sold.
Volumes  of  oil  and  gas  sold  decreased   7,009  barrels  and  145,827  Mcf,
respectively,  in 2000 as compared to 1999.  The decrease in volumes of gas sold
was primarily due to (i) a positive prior period volume  adjustment  made by the
purchaser on one  significant  well during 1999, (ii) the shutting-in of another
significant well during 2000 due to low well pressure, and (iii) normal declines
in  production.  Average oil and gas prices  increased  to $27.49 per barrel and
$3.59 per Mcf,  respectively,  in 2000 from $16.25 per barrel and $2.09 per Mcf,
respectively, in 1999.

      The II-A Partnership  recognized an insurance  settlement in the amount of
$202,500 during 1999. No similar settlements occurred during 2000.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $121,210 (9.3%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 24.8% in 2000 from
34.5% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $185,917  (31.0%) in 2000 as  compared  to 1999.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2000 due to the
lack  of  remaining  economically   recoverable  reserves,  which  increase  was
partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a
percentage  of oil and gas sales,  this expense  decreased to 13.7% in 2000 from
15.9% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 15.2% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $50,763,357 or 104.82% of Limited Partners' capital contributions.
The II-A  Partnership  achieved  payout during the first quarter of 2000.  After
payout,  operations and revenues for the II-A  Partnership  are allocated  using
after  payout  percentages  included  in  the  II-A  Partnership's   Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.



                                      -40-
<PAGE>




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

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

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

      The II-A Partnership  sold certain oil and gas properties  during 1999 and
recognized a $6,465 gain on such sales.  Sales of oil and gas properties  during
1998  resulted  in the  II-A  Partnership  recognizing  similar  gains  totaling
$685,375.

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

      The II-A Partnership  recognized income from a gas contract  settlement in
the amount of $1,710,190  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.

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



                                      -41-
<PAGE>



decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in oil and gas production expenses.

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

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

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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                      --------------------------------------

      Total oil and gas sales increased  $1,243,963  (46.2%) in 2000 as compared
to 1999. Of this increase, approximately $587,000 and $1,063,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by approximately  $332,000 related to a decrease
in volumes of gas sold.  Volumes of oil and gas sold decreased 4,594 barrels and
162,660 Mcf, respectively,  in 2000 as compared to 1999. The decrease in volumes
of gas sold was primarily due to (i) a positive  prior period volume  adjustment
made by the purchaser on one significant  well during 1999, (ii) the shutting-in
of one significant  well during 2000 due to low well pressure,  and (iii) normal
declines  in  production.  Average  oil and gas prices  increased  to $27.44 per
barrel and $3.54 per Mcf, respectively, in 2000 from $16.18 per barrel and $2.04
per Mcf, respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-B
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$248,993  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the II-B Partnership recognizing similar gains of $21,562.

      Oil and gas production  expenses (including lease operating expenses and
production  taxes) increased  $35,345 (3.7%) in 2000 as compared to 1999. As a
percentage  of oil and gas sales,  these  expenses  decreased to 25.3% in 2000
from 35.6% in 1999.  This



                                      -42-
<PAGE>



percentage  decrease was primarily due to the increases in the average  prices
of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $449,801  (133.0%)  in 2000 as compared to 1999.  This  increase  was
primarily due to one  significant  well being fully  depleted in 2000 due to the
lack  of  remaining  economically   recoverable  reserves,  which  increase  was
partially  offset  by the  decreases  in  volumes  of oil  and  gas  sold.  As a
percentage  of oil and gas sales,  this expense  increased to 20.0% in 2000 from
12.6% in 1999. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.9% in 2000 from 15.8% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000  totaling   $37,005,916  or  102.31%  of  the  Limited   Partners'  capital
contributions. The II-B Partnership achieved payout during the fourth quarter of
2000.  After  payout,  operations  and  revenues  for the II-B  Partnership  are
allocated  using after  payout  percentages  included in the II-B  Partnership's
Partnership  Agreement.  After payout percentages  allocate operating income and
expenses  10% to the General  Partner and 90% to the  Limited  Partners.  Before
payout,  operating  income and expenses were allocated 5% to the General Partner
and 95% to the Limited Partners.


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

      Total oil and gas sales  increased  $201,674 (8.1%) in 1999 as compared to
1998.  Of this  increase,  approximately  $49,000  was related to an increase in
volumes of oil sold and approximately $156,000 and $63,000,  respectively,  were
related to increases in the average prices of oil and gas sold.  These increases
were partially offset by approximately  $67,000 related to a decrease in volumes
of gas sold. Volumes of oil sold increased 3,654 barrels and volumes of gas sold
decreased 33,863 Mcf in 1999 as compared to 1998. The decrease in volumes of gas
sold was  primarily due to normal  declines in  production,  which  decrease was
partially  offset by a  positive  prior  period  volume  adjustment  made by the
purchaser  on one  significant  well  during  1999.  Average  oil and gas prices
increased  to $16.18 per barrel  and $2.04 per Mcf,  respectively,  in 1999 from
$13.43 per barrel and $1.97 per Mcf, respectively, in 1998.


                                      -43-
<PAGE>





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

      The II-B Partnership  recognized income from a gas contract  settlement in
the amount of $2,793,295  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.

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

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

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


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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                      --------------------------------------

      Total oil and gas sales increased  $559,572 (43.2%) in 2000 as compared to
1999. Of this increase,  approximately $183,000 and $603,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $205,000  related to a
decrease in volumes of gas sold. Volumes of oil and gas



                                      -44-
<PAGE>



sold decreased 1,267 barrels and 102,379 Mcf, respectively,  in 2000 as compared
to 1999. The decrease in volumes of gas sold was primarily due to (i) a positive
prior period volume  adjustment  made by the purchaser on one  significant  well
during 1999, (ii) the shutting-in of one significant well during 2000 due to low
well pressure,  and (iii) a negative prior period volume  adjustment made by the
operator on another  significant  well during  2000.  Average oil and gas prices
increased  to $27.82 per barrel  and $3.51 per Mcf,  respectively,  in 2000 from
$16.68 per barrel and $2.00 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $35,852  (8.1%) in 2000 as compared to 1999. As a
percentage of oil and gas sales,  these expenses decreased to 21.8% in 2000 from
34.0% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased  $170,658  (94.8%) in 2000 as  compared  to 1999.  This  increase  was
primarily due to one  significant  well being fully depleted  during 2000 due to
the lack of  economically  recoverable  reserves,  which  increase was partially
offset by the  decreases in volumes of oil and gas sold.  As a percentage of oil
and gas sales,  this expense increased to 18.9% in 2000 from 13.9% in 1999. This
percentage  increase was primarily due to the dollar  increase in  depreciation,
depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 14.2% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000  totaling   $16,803,686  or  108.68%  of  the  Limited   Partners'  capital
contributions.


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

      Total oil and gas sales increased  $159,994 (14.1%) in 1999 as compared to
1998. Of this increase,  approximately $12,000 and $42,000,  respectively,  were
related to  increases in volumes of oil and gas sold and  approximately  $59,000
and $47,000,  respectively,  were related to increases in the average  prices of
oil and gas sold.  Volumes of oil and gas sold  increased 885 barrels and 21,902
Mcf,  respectively,  in 1999 as compared to 1998. The increase in volumes of gas
sold was primarily due to a positive prior period volume  adjustment made by the
purchaser on one  significant  well during 1999,  which  increase was  partially
offset by normal declines in production. Average oil and gas



                                      -45-
<PAGE>



prices increased to $16.68 per barrel and $2.00 per Mcf,  respectively,  in 1999
from $13.33 per barrel and $1.91 per Mcf, respectively, in 1998.

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

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

      The II-C Partnership  recognized income from a gas contract  settlement in
the amount of $1,197,148  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $66,331  (26.9%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily  due to upward  revisions in the  estimates  of remaining  oil and gas
reserves at December 31, 1999 and several wells being substantially  depleted in
1998. As a percentage of oil and gas sales,  this expense  decreased to 13.9% in
1999 from 21.7% in 1998.  This  percentage  decrease  was  primarily  due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

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





                                      -46-
<PAGE>




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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                      --------------------------------------

      Total oil and gas sales increased  $1,159,035  (44.6%) in 2000 as compared
to 1999. Of this increase, approximately $373,000 and $1,158,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases were partially offset by a decrease of approximately  $351,000 related
to a  decrease  in volumes  of gas sold.  Volumes of oil and gas sold  decreased
1,242 barrels and 173,627 Mcf,  respectively,  in 2000 as compared to 1999.  The
decrease in volumes of gas sold was primarily  due to (i) negative  prior period
volume adjustments on two significant wells during 2000 and (ii) normal declines
in  production.  Average oil and gas prices  increased  to $27.84 per barrel and
$3.41 per Mcf,  respectively,  in 2000 from $16.43 per barrel and $2.02 per Mcf,
respectively, in 1999.

      As  discussed  in  "Liquidity  and  Capital  Resources"  below,  the  II-D
Partnership  sold certain oil and gas  properties  during 2000 and  recognized a
$514,114  gain on such  sales.  Sales  of oil and  gas  properties  during  1999
resulted in the II-D Partnership recognizing similar gains of $36,944.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) decreased  $169,472 (15.3%) in 2000 as compared to 1999. This
decrease  was  primarily  due to (i) a positive  prior  period  lease  operating
expense  adjustment  made by the operator on one  significant  well during 1999,
(ii) a negative  prior period lease  operating  expense  adjustment  made by the
operator  on another  significant  well during  2000,  and (iii) the sale of one
significant  well during 2000.  These decreases were partially  offset by (i) an
increase in production  taxes associated with the increase in oil and gas sales,
(ii) a positive  prior period lease  operating  expense  adjustment  made by the
operator  on one  significant  well during  2000,  and (iii)  workover  expenses
incurred on one significant well during 2000 in order to improve the recovery of
reserves.  As a percentage  of oil and gas sales,  these  expenses  decreased to
24.9% in 2000 from 42.6% in 1999. This percentage  decrease was primarily due to
the dollar decrease in oil and gas production  expenses and the increases in the
average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $10,775  (2.5%)  in 2000 as  compared  to  1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000.  These decreases were partially  offset by one significant  well being
fully depleted in 2000 due to the lack of remaining economically



                                      -47-
<PAGE>



recoverable  reserves.  As a  percentage  of oil and  gas  sales,  this  expense
decreased  to 11.0% in 2000 from 16.4% in 1999.  This  percentage  decrease  was
primarily due to the increases in the average prices of oil and gas sold.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 10.0% in 2000 from 14.3 % in 1999.  This  percentage  decrease was
primarily due to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $33,864,903 or 107.55% of Limited Partners' capital contributions.


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

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

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

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

      The II-D Partnership  recognized income from a gas contract  settlement in
the amount of $3,033,646  during 1998. This settlement  involved claims made for
take or pay  deficiencies  and gas pricing  issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $160,812 (17.0%) in 1999 as compared to 1998. This
increase  was  primarily  due to (i) a positive  prior  period  lease  operating
expense adjustment made by



                                      -48-
<PAGE>



the  operator  on one  significant  well  during  1999 and (ii) an  increase  in
production  taxes  associated  with  the  increase  in oil and gas  sales.  As a
percentage of oil and gas sales,  these expenses increased to 42.6% in 1999 from
39.2% in 1998.

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

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

      The II-D  Partnership  achieved  payout during the second quarter of 1999.
After payout,  operations  and revenues for the II-D  Partnership  are allocated
using after payout percentages  included in the II-D  Partnership's  Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.


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

                      Year Ended December 31, 2000 Compared
                          to Year Ended December 31, 1999
                      --------------------------------------

      Total oil and gas sales increased  $950,160 (52.5%) in 2000 as compared to
1999. Of this increase,  approximately $279,000 and $848,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by a decrease  of  approximately  $151,000  related to a
decrease  in volumes of oil sold.  Volumes of oil and gas sold  decreased  8,644
barrels and 12,920 Mcf, respectively,  in 2000 as compared to 1999. The decrease
in volumes of oil sold was primarily due to (i) normal  declines in  production,
(ii) the sale of one  significant  well during  late 2000,  and (iii) a negative
prior period  volume  adjustment  made by the operator on one  significant  well
during 2000. Average oil and gas prices increased to $29.24 per barrel and $3.38
per Mcf,  respectively,  in 2000  from  $17.49  per  barrel  and  $1.99 per Mcf,
respectively, in 1999.

      Oil and gas production  expenses (including lease operating expenses and
production taxes) increased $21,176 (3.8%) in 2000 as



                                      -49-
<PAGE>



compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 21.0% in 2000 from 30.8% in 1999. This percentage  decrease was primarily due
to the increases in the average prices of oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
increased $5,639 (1.6%) in 2000 as compared to 1999. This increase was primarily
due to one  significant  well being  fully  depleted  in 2000 due to the lack of
remaining economically  recoverable reserves. This increase was partially offset
by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in
the  estimates  of remaining  oil and gas  reserves at December  31, 2000.  As a
percentage  of oil and gas sales,  this expense  decreased to 13.1% in 2000 from
19.7% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $2,668 (1.0%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 9.9% in 2000 from 14.9% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $24,776,574 or 108.28% of Limited Partners' capital contributions.


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

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

      Interest  income  decreased  $85,309  (85.5%) in 1999 as compared to 1998.
This  decrease  was  primarily  due to  interest  income  earned  in 1998 on gas
contract  settlement  proceeds.  There were no similar  amounts  invested during
1999.

      The II-E Partnership  recognized  income from a gas contract  settlement
in the amount of $6,159,355 during 1998.  This



                                      -50-
<PAGE>



settlement  involved  claims made for take or pay  deficiencies  and gas pricing
issues arising out of a gas purchase contract.  No similar settlements  occurred
during 1999.

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

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

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

      The II-E  Partnership  achieved  payout  during the third quarter of 1999.
After payout,  operations  and revenues for the II-E  Partnership  are allocated
using after payout percentages  included in the II-E  Partnership's  Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.


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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $647,923 (38.9%) in 2000 as compared to
1999. Of this increase,  approximately $290,000 and $688,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by decreases  of  approximately  $161,000 and  $169,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 9,684 barrels and 88,415 Mcf,  respectively,  in 2000
as compared to 1999. The decrease in volumes


                                      -51-
<PAGE>



of oil sold was primarily due to normal declines in production.  The decrease in
volumes  of gas  sold  was  primarily  due to a  positive  prior  period  volume
adjustment made by the operator on one  significant  well during 1999 and normal
declines  in  production.  Average  oil and gas prices  increased  to $28.14 per
barrel and $3.34 per Mcf, respectively, in 2000 from $16.64 per barrel and $1.91
per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $38,732 (8.6%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 17.8% in 2000 from 27.1% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $93,251  (30.4%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a percentage of oil and gas sales,  this expense  decreased to 9.2%
in 2000 from 18.4% in 1999.  This  percentage  decrease was primarily due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

      General and  administrative  expenses  increased  $2,398 (1.2%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 8.8% in 2000 from 12.1% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $19,040,051 or 111.09% of Limited Partners' capital contributions.


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

      Total oil and gas sales increased  $220,534 (15.3%) in 1999 as compared to
1998. Of this increase,  approximately $116,000 and $35,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$97,000 was related to an increase in volumes of gas sold.  These increases were
partially offset by a decrease of approximately $27,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 2,056



                                      -52-
<PAGE>



barrels,  while volumes of gas sold increased  52,465 Mcf in 1999 as compared to
1998.  The increase in volumes of gas sold was  primarily due to (i) an increase
in production due to the successful recompletion of one significant well in late
1998 and (ii) a positive prior period volume  adjustment made by the operator on
another  significant  well during 1999.  Average oil and gas prices increased to
$16.64  per  barrel  and $1.91 per Mcf,  respectively,  in 1999 from  $13.32 per
barrel and $1.84 per Mcf, respectively, in 1998.

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

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

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

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

      The II-F  Partnership  achieved  payout  during the first quarter of 1999.
After payout,  operations  and revenues for the II-F  Partnership  are allocated
using  the  after  payout   percentages   included  in  the  II-F  Partnership's
Partnership  Agreement.  After payout percentages  allocate operating income and
expenses  10% to the General  Partner and 90% to the  Limited  Partners.  Before
payout,  operating  income and expenses were allocated 5% to the General Partner
and 95% to the Limited Partners.




                                      -53-
<PAGE>




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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $1,387,976  (39.3%) in 2000 as compared
to 1999. Of this increase, approximately $610,000 and $1,461,000,  respectively,
were  related to  increases  in the  average  prices of oil and gas sold.  These
increases  were  partially  offset by  decreases of  approximately  $341,000 and
$342,000,  respectively,  related to  decreases  in volumes of oil and gas sold.
Volumes  of  oil  and  gas  sold  decreased  20,554  barrels  and  179,062  Mcf,
respectively,  in 2000 as compared to 1999.  The decrease in volumes of oil sold
was primarily due to normal  declines in production.  The decrease in volumes of
gas sold was primarily due to a positive prior period volume  adjustment made by
the  operator  on one  significant  well  during  1999 and  normal  declines  in
production.  Average oil and gas prices increased to $28.14 per barrel and $3.33
per Mcf,  respectively,  in 2000  from  $16.58  per  barrel  and  $1.91 per Mcf,
respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $79,893 (8.3%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 18.0% in 2000 from 27.4% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $202,798  (30.7%) in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a percentage of oil and gas sales,  this expense  decreased to 9.3%
in 2000 from 18.7% in 1999.  This  percentage  decrease was primarily due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

      General and administrative  expenses remained  relatively constant in 2000
as  compared  to 1999.  As a  percentage  of oil and gas sales,  these  expenses
decreased  to 9.0% in 2000 from  12.4% in 1999.  This  percentage  decrease  was
primarily due to the increase in oil and gas sales.



                                      -54-
<PAGE>




      The Limited Partners have received cash distributions through December 31,
2000 totaling $39,463,371 or 106.03% of Limited Partners' capital contributions.
The II-G  Partnership  achieved  payout during the first quarter of 2000.  After
payout, operations and revenues for the II-G Partnership are allocated using the
after  payout  percentages  included  in  the  II-G  Partnership's   Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.


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

      Total oil and gas sales increased  $455,144 (14.8%) in 1999 as compared to
1998. Of this increase,  approximately $239,000 and $77,000, respectively,  were
related to increases in the average prices of oil and gas sold and approximately
$193,000 was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of approximately $54,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 4,060 barrels,  while volumes
of gas sold  increased  104,549 Mcf in 1999 as compared to 1998. The increase in
volumes of gas sold was primarily  due to (i) an increase in  production  due to
the  successful  recompletion  of one  significant  well in late 1998 and (ii) a
positive  prior  period  volume  adjustment  made  by the  operator  on  another
significant well during 1999. Average oil and gas prices increased to $16.58 per
barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.85
per Mcf, respectively, in 1998.

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

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

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $118,629  (15.2%) in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 1998 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1999. As a



                                      -55-
<PAGE>



percentage  of oil and gas sales,  this expense  decreased to 18.7% in 1999 from
25.3% in 1998.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold and the dollar decrease in  depreciation,
depletion, and amortization.

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


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

                      Year Ended December 31, 2000 Compared
                         to Year Ended December 31, 1999
                     --------------------------------------

      Total oil and gas sales increased  $325,359 (38.9%) in 2000 as compared to
1999. Of this increase,  approximately $141,000 and $344,000, respectively, were
related to increases in the average prices of oil and gas sold.  These increases
were  partially  offset by  decreases  of  approximately  $79,000  and  $81,000,
respectively,  related to decreases  in volumes of oil and gas sold.  Volumes of
oil and gas sold decreased 4,758 barrels and 42,234 Mcf,  respectively,  in 2000
as compared to 1999.  The decrease in volumes of oil sold was  primarily  due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to a positive  prior period  volume  adjustment  made by the operator on one
significant well during 1999 and normal declines in production.  Average oil and
gas prices  increased to $28.13 per barrel and $3.33 per Mcf,  respectively,  in
2000 from $16.62 per barrel and $1.92 per Mcf, respectively, in 1999.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  decreased  $18,704 (8.0%) in 2000 as compared to 1999.  This
decrease  was  primarily  due to (i) a  decrease  in  lease  operating  expenses
associated  with the  decreases  in volumes of oil and gas sold,  (ii)  positive
prior period lease operating expense adjustments made by the operator on several
wells during 1999, and (iii) the sale of one significant  well during late 1999.
These  decreases  were  partially  offset by an  increase  in  production  taxes
associated  with the increase in oil and gas sales.  As a percentage  of oil and
gas sales,  these expenses  decreased to 18.4% in 2000 from 27.8% in 1999.  This
percentage  decrease was primarily due to the increases in the average prices of
oil and gas sold.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $50,028  (31.8%)  in 2000 as  compared  to 1999.  This  decrease  was
primarily  due to (i) the  decreases  in  volumes  of oil and gas  sold and (ii)
upward  revisions in the estimates of remaining oil and gas reserves at December
31, 2000. As a



                                      -56-
<PAGE>



percentage  of oil and gas sales,  this  expense  decreased to 9.2% in 2000 from
18.8% in 1999.  This  percentage  decrease was primarily due to the increases in
the average prices of oil and gas sold and the dollar decrease in  depreciation,
depletion, and amortization.

      General and  administrative  expenses  increased  $2,339 (2.2%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 9.5% in 2000 from 12.9% in 1999. This  percentage  decrease was primarily due
to the increase in oil and gas sales.

      The Limited Partners have received cash distributions through December 31,
2000 totaling $9,209,364 or 100.42% of Limited Partners' capital  contributions.
The II-H  Partnership  achieved payout during the fourth quarter of 2000.  After
payout,  operations and revenues for the II-H  Partnership  are allocated  using
after  payout  percentages  included  in  the  II-H  Partnership's   Partnership
Agreement.  After payout percentages  allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and  expenses  were  allocated  5% to the General  Partner and 95% to the
Limited Partners.


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

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

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

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



                                      -57-
<PAGE>



gas sales, these expenses decreased to 27.8% in 1999 from 28.0% in 1998.

      Depreciation,  depletion,  and  amortization  of oil  and  gas  properties
decreased  $21,665  (12.1%)  in 1999 as  compared  to 1998.  This  decrease  was
primarily due to (i) two  significant  wells being fully depleted in 1998 due to
the  lack  of  remaining  economically  recoverable  reserves  and  (ii)  upward
revisions in the  estimates  of  remaining  oil and gas reserves at December 31,
1999. As a percentage of oil and gas sales,  this expense  decreased to 18.8% in
1999 from 24.4% in 1998.  This  percentage  decrease  was  primarily  due to the
increases in the average  prices of oil and gas sold and the dollar  decrease in
depreciation, depletion, and amortization.

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


      Average Sales Prices, Production Volumes, and Average Production Costs

      The following  tables are  comparisons  of the annual  average oil and gas
sales prices,  production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2000,  1999, and 1998.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.


                                      -58-
<PAGE>




                              2000 Compared to 1999
                             ---------------------

                              Average Sales Prices
---------------------------------------------------------------------------
P/ship               2000                    1999               % Change
------         ------------------      ------------------     ------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------     -----    ---

 II-A          $27.49     $3.59        $16.25     $2.09        69%     72%
 II-B           27.44      3.54         16.18      2.04        70%     74%
 II-C           27.82      3.51         16.68      2.00        67%     76%
 II-D           27.84      3.41         16.43      2.02        69%     69%
 II-E           29.24      3.38         17.49      1.99        67%     70%
 II-F           28.14      3.34         16.64      1.91        69%     75%
 II-G           28.14      3.33         16.58      1.91        70%     74%
 II-H           28.13      3.33         16.62      1.92        69%     73%

                               Production Volumes
----------------------------------------------------------------------------
P/ship              2000                      1999               % Change
------       --------------------      -------------------     --------------
               Oil         Gas           Oil        Gas          Oil     Gas
             (Bbls)       (Mcf)        (Bbls)      (Mcf)       (Bbls)   (Mcf)
             ------     ---------      ------    ---------     ------   -----

 II-A        77,024     1,003,723      84,033    1,149,550     ( 8%)    (13%)
 II-B        52,155       707,543      56,749      870,203     ( 8%)    (19%)
 II-C        16,424       398,166      17,691      500,545     ( 7%)    (20%)
 II-D        32,648       836,567      33,890    1,010,194     ( 4%)    (17%)
 II-E        23,708       611,642      32,352      624,562     (27%)    ( 2%)
 II-F        25,175       480,967      34,859      569,382     (28%)    (16%)
 II-G        52,807     1,031,148      73,361    1,210,210     (28%)    (15%)
 II-H        12,297       245,490      17,055      287,724     (28%)    (15%)


                           Average Production Costs
                         per Equivalent Barrel of Oil
                    -------------------------------------
                    P/ship     2000     1999     % Change
                    ------    -----    -----     --------

                     II-A     $5.81    $4.71       23%
                     II-B      5.85     4.76       23%
                     II-C      4.89     4.35       12%
                     II-D      5.45     5.47       -
                     II-E      4.61     4.09       13%
                     II-F      3.92     3.48       13%
                     II-G      3.94     3.51       12%
                     II-H      4.02     3.58       12%



                                      -59-
<PAGE>



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

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

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

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

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

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

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



                                      -60-
<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
2000  production  levels for  future  years,  the  Partnerships  proved  reserve
quantities at December 31, 2000 would have the following remaining lives:

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

                     II-A              6.7               7.1
                     II-B              6.8               6.9
                     II-C              8.5               7.7
                     II-D              9.9               7.8
                     II-E              6.6               9.7
                     II-F              6.6              10.7
                     II-G              6.6              10.7
                     II-H              6.7              10.7

These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.  Any  decrease  from the high oil and gas prices at December 31, 2000
may cause a decrease in the estimated life of said reserves.

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

      The  Partnerships  sold certain oil and gas properties  during 2000, 1999,
and 1998.  The sale of the  Partnerships'  properties  were made by the  General
Partner after giving due  consideration  to both the offer price and the General
Partner's  estimate  of the  property's  remaining  proved  reserves  and future
operating  costs.  Net  proceeds  from  the  sale of any  such  properties  were
distributed  to  the  Partnerships  and  included  in  the  calculation  of  the
Partnerships'  cash  distributions  for the quarter  immediately  following  the
Partnerships' receipt of the proceeds. The amount of such proceeds from the sale
of oil and gas properties during 2000, 1999, and 1998, were as follows:



                                      -61-
<PAGE>




            Partnership         2000          1999             1998
            -----------       ---------     ---------        ----------

               II-A           $ 99,721       $14,441         $  787,854
               II-B            257,751        39,541             82,454
               II-C            113,746         9,704            250,629
               II-D            723,535        36,944            669,933
               II-E            171,330        27,869            357,625
               II-F             92,073         8,302            717,792
               II-G            193,656        17,979          1,503,817
               II-H             45,271         4,342            345,716

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

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

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

                              Settlement   Per
            Partnership         Amount     Unit
            -----------       ----------  ------

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

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

      There can be no  assurance  as to the amount of the  Partnerships'  future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available  cash flow generated by the  Partnerships'
operating  activities,  which will be affected (either positively or negatively)
by many factors beyond the control of the



                                      -62-
<PAGE>



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

      The  Partnerships  will terminate on December 31, 2001 in accordance  with
the Partnership Agreements. However, the Partnership Agreements provide that the
General  Partner may extend the term of each  Partnership for up to five periods
of two years each. As of the date of this Annual Report, the General Partner has
not determined whether to extend the term of any Partnership.


      Inflation and Changing Prices

      Prices obtained for oil and gas production  depend upon numerous  factors,
including the extent of domestic and foreign production, foreign imports of oil,
market  demand,  domestic  and  foreign  economic  conditions  in  general,  and
governmental  regulations  and tax laws.  The general  level of inflation in the
economy did not have a material effect on the operations of the  Partnerships in
2000. Oil and gas prices have fluctuated  during recent years and generally have
not followed the same pattern as  inflation.  See "Item 2.  Properties - Oil and
Gas Production, Revenue, and Price History."


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

      The Partnerships do not hold any market risk sensitive instruments.



ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


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

      None.



                                      -63-
<PAGE>





                                   PART III.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

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

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

      Dennis R. Neill        48     President and Director

      Judy K. Fox            49     Secretary

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

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

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


      Section 16(a) Beneficial Ownership Reporting Compliance

      To the best knowledge of the Partnerships  and the General Partner,  there
were no officers,  directors,  or ten percent owners who were delinquent  filers
during 2000 of reports required under Section 16 of the Securities  Exchange Act
of 1934.



                                      -64-
<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.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2000, 1999, and 1998, is set forth in the table below.
Although the actual  costs  incurred by the General  Partner and its  affiliates
have  fluctuated  during the three years  presented,  the amounts charged to the
Partnerships  have not  fluctuated  due to  expense  limitations  imposed by the
Partnership Agreements.

            Partnership        2000         1999          1998
            -----------      --------     --------      --------

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

      None  of  the  officers  or  directors  of  the  General  Partner  receive
compensation  directly from the  Partnerships.  The  Partnerships  reimburse the
General  Partner  or its  affiliates  for that  portion  of such  officers'  and
directors'   salaries  and  expenses   attributable  to  time  devoted  by  such
individuals  to the  Partnerships'  activities  based on the  allocation  method
described above. The following tables indicate the approximate amount of general
and  administrative  expense  reimbursement  attributable to the salaries of the
directors,  officers,  and employees of the General  Partner and its  affiliates
during 2000, 1999, and 1998:



                                      -65-
<PAGE>
<TABLE>
<CAPTION>


                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                        Long Term Compensation
                                                                  ----------------------------------
                                     Annual Compensation                   Awards            Payouts
                                -----------------------------     -----------------------    -------
                                                                                  Securi-
                                                       Other                       ties                   All
     Name                                              Annual     Restricted      Under-                 Other
      and                                             Compen-       Stock         lying       LTIP      Compen-
   Principal                    Salary     Bonus      sation       Award(s)      Options/    Payouts    sation
   Position             Year      ($)       ($)         ($)          ($)          SARs(#)      ($)        ($)
---------------         ----    -------   -------     -------     ----------     --------    -------    -------
<S>                     <C>     <C>          <C>         <C>          <C>           <C>         <C>        <C>
Dennis R. Neill,
President(1)            1998       -         -           -            -             -           -          -
                        1999       -         -           -            -             -           -          -
                        2000       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $301,683     -           -            -             -           -          -
                        1999    $311,369     -           -            -             -           -          -
                        2000    $302,550     -           -            -             -           -          -

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

                                      -66-
<PAGE>
<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                             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>
Dennis R. Neill,
President(1)            1998        -           -           -            -             -             -           -
                        1999        -           -           -            -             -             -           -
                        2000        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $225,334       -           -            -             -             -           -
                        1999     $232,568       -           -            -             -             -           -
                        2000     $225,981       -           -            -             -             -           -

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

                                      -67-
<PAGE>
<TABLE>
<CAPTION>

                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                           Long Term Compensation
                                                                    -----------------------------------
                                       Annual Compensation                   Awards             Payouts
                                 -------------------------------    ------------------------    -------
                                                                                    Securi-
                                                          Other                      ties                     All
     Name                                                 Annual    Restricted      Under-                   Other
      and                                                Compen-      Stock         lying        LTIP       Compen-
   Principal                     Salary       Bonus      sation      Award(s)      Options/     Payouts     sation
   Position             Year       ($)         ($)         ($)         ($)          SARs(#)       ($)         ($)
---------------         ----     -------     -------     -------    ----------     --------     -------     -------
<S>                     <C>      <C>            <C>         <C>         <C>            <C>         <C>         <C>
Dennis R. Neill,
President(1)            1998        -           -           -           -              -           -           -
                        1999        -           -           -           -              -           -           -
                        2000        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $96,319        -           -           -              -           -           -
                        1999     $99,411        -           -           -              -           -           -
                        2000     $96,596        -           -           -              -           -           -
----------
(1)   The general and administrative  expenses paid by the II-C Partnership and attributable to salary reimbursements do
      not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time  services to the II-C  Partnership and no
      individual's  salary or other compensation  reimbursement from the II-C Partnership equals or exceeds $100,000 per
      annum.
</TABLE>

                                      -68-
<PAGE>
<TABLE>
<CAPTION>
                                                 Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                           Long Term Compensation
                                                                     ----------------------------------
                                       Annual Compensation                    Awards            Payouts
                                 -------------------------------     -------------------------  -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                     Salary       Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
---------------         ----     -------     -------     -------     ----------     --------    -------     -------
<S>                     <C>      <C>            <C>         <C>           <C>           <C>        <C>         <C>
Dennis R. Neill,
President(1)            1998        -           -           -             -             -          -           -
                        1999        -           -           -             -             -          -           -
                        2000        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $196,153       -           -             -             -          -           -
                        1999     $202,451       -           -             -             -          -           -
                        2000     $196,717       -           -             -             -          -           -

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

                                      -69-
<PAGE>
<TABLE>
<CAPTION>
                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                           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>
Dennis R. Neill,
President(1)            1998        -          -          -             -              -           -           -
                        1999        -          -          -             -              -           -           -
                        2000        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $142,543      -          -             -              -           -           -
                        1999     $147,120      -          -             -              -           -           -
                        2000     $142,953      -          -             -              -           -           -

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

</TABLE>
                                      -70-
<PAGE>
<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                            Long Term Compensation
                                                                     -----------------------------------
                                       Annual Compensation                   Awards              Payouts
                                 -------------------------------     -----------------------     -------
                                                                                     Securi-
                                                          Other                       ties                    All
     Name                                                 Annual     Restricted      Under-                  Other
      and                                                Compen-       Stock         lying       LTIP       Compen-
   Principal                     Salary       Bonus      sation       Award(s)      Options/    Payouts     sation
   Position             Year       ($)         ($)         ($)          ($)          SARs(#)      ($)         ($)
---------------         ----     -------     -------     -------     ----------     --------    -------     -------
<S>                     <C>         <C>         <C>        <C>            <C>           <C>        <C>         <C>
Dennis R. Neill,
President(1)            1998        -           -          -              -             -          -           -
                        1999        -           -          -              -             -          -           -
                        2000        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998     $106,773       -          -              -             -          -           -
                        1999     $110,201       -          -              -             -          -           -
                        2000     $107,079       -          -              -             -          -           -
----------
(1)   The general and administrative  expenses paid by the II-F Partnership and attributable to salary reimbursements do
      not include any salary or other compensation attributable to Mr. Neill.
(2)   No officer or director of Geodyne or its affiliates  provides  full-time  services to the II-F  Partnership and no
      individual's  salary or other compensation  reimbursement from the II-F Partnership equals or exceeds $100,000 per
      annum.
</TABLE>

                                      -71-
<PAGE>
<TABLE>
<CAPTION>


                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                          Long Term Compensation
                                                                  -------------------------------------
                                   Annual Compensation                    Awards                Payouts
                                -----------------------------     -----------------------       -------
                                                                                 Securi-
                                                       Other                      ties                        All
     Name                                              Annual     Restricted     Under-                      Other
      and                                             Compen-       Stock        lying           LTIP       Compen-
   Principal                    Salary      Bonus     sation       Award(s)     Options/        Payouts     sation
   Position             Year      ($)        ($)        ($)          ($)         SARs(#)          ($)         ($)
---------------         ----    -------    -------    -------     ----------    --------        -------     -------
<S>                     <C>     <C>           <C>       <C>            <C>          <C>            <C>         <C>
Dennis R. Neill,
President(1)            1998      -           -         -              -            -              -           -
                        1999      -           -         -              -            -              -           -
                        2000      -           -         -              -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $231,853      -         -              -            -              -           -
                        1999    $239,297      -         -              -            -              -           -
                        2000    $232,519      -         -              -            -              -           -

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

                                      -72-
<PAGE>
<TABLE>
<CAPTION>

                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2000

                                                                          Long Term Compensation
                                                                  -------------------------------------
                                      Annual Compensation                  Awards               Payouts
                                -------------------------------   ------------------------      -------
                                                                                   Securi-
                                                         Other                      ties                      All
     Name                                                Annual   Restricted       Under-                    Other
      and                                               Compen-     Stock          lying         LTIP       Compen-
   Principal                    Salary       Bonus      sation     Award(s)       Options/      Payouts     sation
   Position             Year      ($)         ($)         ($)        ($)           SARs(#)        ($)         ($)
---------------         ----    -------     -------     -------   ----------      --------      -------     -------
<S>                     <C>        <C>        <C>          <C>        <C>             <C>          <C>         <C>
Dennis R. Neill,
President(1)            1998       -          -            -          -               -            -           -
                        1999       -          -            -          -               -            -           -
                        2000       -          -            -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           1998    $57,132       -            -          -               -            -           -
                        1999    $58,967       -            -          -               -            -           -
                        2000    $57,296       -            -          -               -            -           -

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

</TABLE>

                                      -73-
<PAGE>





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

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


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table provides information as to the beneficial ownership of
the Units as of February 1, 2001 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                            109,605    (22.6%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  109,605    (22.6%)

II-B Partnership:
----------------
   Samson Resources Company                             76,700    (21.2%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   76,700    (21.2%)



                                      -74-
<PAGE>





II-C Partnership:
----------------
   Samson Resources Company                           42,172      (27.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 42,172      (27.3%)

II-D Partnership:
----------------
   Samson Resources Company                           67,190      (21.3%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 67,190      (21.3%)

II-E Partnership:
----------------
   Samson Resources Company                           57,381      (25.1%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 57,381      (25.1%)

II-F Partnership:
----------------
   Samson Resources Company                           35,192      (20.5%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 35,192      (20.5%)

II-G Partnership:
----------------
   Samson Resources Company                           60,399      (16.2%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 60,399      (16.2%)

II-H Partnership:
----------------
   Samson Resources Company                           20,901      (22.8%)
   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                 20,901      (22.8%)


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



                                      -75-
<PAGE>



conflicts  of interest  that cannot be totally  eliminated.  The  allocation  of
acquisition  and  drilling  opportunities  and the  nature  of the  compensation
arrangements  between  the  Partnerships  and the  General  Partner  also create
potential  conflicts of interest.  An affiliate of the Partnerships owns some of
the  Partnerships'  Units and  therefore  has an identity of interest with other
Limited Partners with respect to the operations of the Partnerships.

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

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

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


PART IV.

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

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


                                      -76-
<PAGE>


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

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

                  as of  December  31,  2000 and 1999 and for each of the  three
                  years in the period ended  December 31, 2000 are filed as part
                  of this report:

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

            (2)   Financial Statement Schedules:

                  None.

            (3)   Exhibits:

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

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

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

                                      -77-
<PAGE>


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

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

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


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

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

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

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

                                      -78-
<PAGE>


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

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

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

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

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

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

                                      -79-
<PAGE>


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

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

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

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

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

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

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

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

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

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

                  All other Exhibits are omitted as inapplicable.

                  ----------

                  *Filed herewith.


      (b)   Reports on Form 8-K filed during the fourth quarter of 2000:

                  None.



                                      -80-
<PAGE>



                                     SIGNATURES

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

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

                                  By:   GEODYNE RESOURCES, INC.
                                        General Partner

                                        February 23, 2001

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

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

By:   //s// Dennis R. Neill      President and              February 23, 2001
      -------------------        Director (Principal
         Dennis R. Neill         Executive Officer)

      //s//Patrick M. Hall       (Principal                 February 23, 2001
      -------------------        Financial and
         Patrick M. Hall         Accounting Officer)

      //s// Judy K. Fox          Secretary                  February 23, 2001
      -------------------
         Judy K. Fox



                                      -81-
<PAGE>
ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-A, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-A,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 8, 2001



                                      F-1
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000           1999
                                                ----------     ----------
CURRENT ASSETS:
   Cash and cash equivalents                    $1,070,734     $  723,978
   Accounts receivable:
      Oil and gas sales                          1,042,022        702,392
                                                 ---------      ---------
      Total current assets                      $2,112,756     $1,426,370

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 2,827,525      3,541,487

DEFERRED CHARGE                                    813,560        732,855
                                                 ---------      ---------
                                                $5,753,841     $5,700,712
                                                 =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                             $  169,414     $  112,953
   Gas imbalance payable                           103,856        123,801
                                                 ---------      ---------
      Total current liabilities                 $  273,270     $  236,754

ACCRUED LIABILITY                               $  252,704     $  221,438

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  333,839)   ($  380,195)
   Limited Partners, issued and
      outstanding, 484,283 Units                 5,561,706      5,622,715
                                                 ---------      ---------
      Total Partners' capital                   $5,227,867     $5,242,520
                                                 ---------      ---------
                                                $5,753,841     $5,700,712
                                                 =========      =========






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



                                      F-2
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
                       Combined Statements of Operations
             For the Years Ended December 31, 2000, 1999, and 1998

                                      2000          1999          1998
                                   ----------    ----------    ----------

REVENUES:
   Oil and gas sales               $5,718,890    $3,762,931    $3,911,823
   Interest income                     43,440        18,160        55,219
   Gain on sale of oil and
      gas properties                   87,841         6,465       685,375
   Insurance settlement
      income                             -          202,500          -
   Gas contract settlement
      income                             -             -        1,710,190
                                    ---------     ---------     ---------
                                   $5,850,171    $3,990,056    $6,362,607

COSTS AND EXPENSES:
   Lease operating                 $1,097,459    $1,082,603    $1,532,475
   Production tax                     321,511       215,157       240,522
   Depreciation, depletion,
      and amortization of oil
      and gas properties              785,707       599,790       799,874
   Impairment provision                  -             -          164,111
   General and administrative         573,982       571,548       573,597
                                    ---------     ---------     ---------
                                   $2,778,659    $2,469,098    $3,310,579
                                    ---------     ---------     ---------
NET INCOME                         $3,071,512    $1,520,958    $3,052,028
                                    =========     =========     =========

GENERAL PARTNER -
   NET INCOME                      $  373,521    $   99,132    $  188,400
                                    =========     =========     =========

LIMITED PARTNERS -
   NET INCOME                      $2,697,991    $1,421,826    $2,863,628
                                    =========     =========     =========

NET INCOME per Unit                $     5.57    $     2.94    $     5.91
                                    =========     =========     =========

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




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



                                      F-3
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998

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

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

Balance, Dec. 31, 1998        $ 5,469,889      ($417,336)      $ 5,052,553
   Net income                   1,421,826         99,132         1,520,958
   Cash distributions        (  1,269,000)     (  61,991)     (  1,330,991)
                               ----------        -------        ----------

Balance, Dec. 31, 1999        $ 5,622,715      ($380,195)      $ 5,242,520
   Net income                   2,697,991        373,521         3,071,512
   Cash distributions        (  2,759,000)     ( 327,165)     (  3,086,165)
                               ----------        -------        ----------

Balance, Dec. 31, 2000        $ 5,561,706      ($333,839)      $ 5,227,867
                               ==========        =======        ==========




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



                                      F-4
<PAGE>
<TABLE>
<CAPTION>





                      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, 2000, 1999, and 1998

                                           2000               1999             1998
                                       ------------       ------------     ------------
<S>                                     <C>               <C>              <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                            $3,071,512        $1,520,958       $3,052,028
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                 785,707           599,790          799,874
      Impairment provision                     -                 -             164,111
      Gain on sale of oil and
         gas properties                 (    87,841)      (     6,465)     (   685,375)
      (Increase) decrease in
         accounts receivable-
         oil and gas sales              (   339,630)      (   196,110)         331,278
      Decrease in accounts
         receivable - other                    -                 -              20,975
      (Increase) decrease in
         deferred charge                (    80,705)      (    31,369)         209,555
      Increase(decrease) in
         accounts payable                    56,461       (    58,809)     (    61,484)
      Decrease in gas
         imbalance payable              (    19,945)      (     2,103)     (    16,139)
      Increase in accrued
         liability                           31,266            41,113           23,275
                                          ---------         ---------        ---------
   Net cash provided by
      operating activities               $3,416,825        $1,867,005       $3,838,098
                                          ---------         ---------        ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                 ($   83,625)      ($   39,957)     ($  280,907)
   Proceeds from sale of
      oil and gas properties                 99,721            14,441          787,854
                                          ---------         ---------        ---------
   Net cash provided (used)
      by investing activities            $   16,096       ($   25,516)      $  506,947
                                          ---------         ---------        ---------



                                      F-5
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                   ($3,086,165)      ($1,330,991)     ($4,962,149)
                                          ---------         ---------        ---------
   Net cash used by financing
      activities                        ($3,086,165)      ($1,330,991)     ($4,962,149)
                                          ---------         ---------        ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS             $  346,756        $  510,498      ($  617,104)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                   723,978           213,480          830,584
                                          ---------         ---------        ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                      $1,070,734        $  723,978       $  213,480
                                          =========         =========        =========

</TABLE>





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






                                      F-6
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-B, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-B,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 8, 2001



                                      F-7
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                    2000           1999
                                                -----------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                     $  714,162     $  372,838
   Accounts receivable:
      Oil and gas sales                             728,372        512,039
                                                  ---------      ---------
      Total current assets                       $1,442,534     $  884,877

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                  1,530,002      2,259,415

DEFERRED CHARGE                                     204,209        230,320
                                                  ---------      ---------
                                                 $3,176,745     $3,374,612
                                                  =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                              $  128,102     $   89,312
   Gas imbalance payable                             17,720         21,890
                                                  ---------      ---------
      Total current liabilities                  $  145,822     $  111,202

ACCRUED LIABILITY                                $   87,878     $   97,529

PARTNERS' CAPITAL (DEFICIT):
   General Partner                              ($  269,807)   ($  290,773)
   Limited Partners, issued and
      outstanding, 361,719 Units                  3,212,852      3,456,654
                                                  ---------      ---------
      Total Partners' capital                    $2,943,045     $3,165,881
                                                  ---------      ---------
                                                 $3,176,745     $3,374,612
                                                  =========      =========






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



                                      F-8
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
                       Combined Statements of Operations
             For the Years Ended December 31, 2000, 1999, and 1998

                                      2000           1999          1998
                                   ----------     ----------    ----------
REVENUES:
   Oil and gas sales               $3,937,680    $2,693,717     $2,492,043
   Interest income                     29,499         9,475         50,430
   Gain on sale of oil
      and gas properties              248,993        21,562         65,551
   Gas contract settlement
      income                             -             -         2,793,295
                                    ---------     ---------      ---------
                                   $4,216,172    $2,724,754     $5,401,319

COSTS AND EXPENSES:
   Lease operating                 $  771,307    $  785,484     $  938,926
   Production tax                     224,174       174,652        153,573
   Depreciation, depletion,
      and amortization of oil
      and gas properties              787,991       338,190        532,041
   General and
      administrative                  429,630       426,100        430,272
                                    ---------     ---------      ---------
                                   $2,213,102    $1,724,426     $2,054,812
                                    ---------     ---------      ---------
NET INCOME                         $2,003,070    $1,000,328     $3,346,507
                                    =========     =========      =========

GENERAL PARTNER -
   NET INCOME                      $  163,872    $   63,070     $  186,085
                                    =========     =========      =========

LIMITED PARTNERS -
   NET INCOME                      $1,839,198    $  937,258     $3,160,422
                                    =========     =========      =========

NET INCOME per Unit                $     5.08    $     2.59     $     8.74
                                    =========     =========      =========

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







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



                                      F-9
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

Balance, Dec. 31, 1998          $3,309,396      ($320,234)     $2,989,162
   Net income                      937,258         63,070       1,000,328
   Cash distributions          (   790,000)     (  33,609)    (   823,609)
                                 ---------        -------       ---------

Balance, Dec. 31, 1999          $3,456,654      ($290,773)     $3,165,881
   Net income                    1,839,198        163,872       2,003,070
   Cash distributions          ( 2,083,000)     ( 142,906)    ( 2,225,906)
                                 ---------        -------       ---------

Balance, Dec. 31, 2000          $3,212,852      ($269,807)     $2,943,045
                                 =========        =======       =========






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




                                      F-10
<PAGE>
<TABLE>
<CAPTION>



                      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, 2000, 1999, and 1998

                                          2000            1999              1998
                                      -----------     ------------      ------------
<S>                                   <C>             <C>               <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                          $2,003,070      $1,000,328        $3,346,507
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties               787,991         338,190           532,041
      Gain on sale of
         oil and gas properties       (   248,993)    (    21,562)      (    65,551)
      (Increase) decrease in
         accounts receivable          (   216,333)    (   183,705)          236,818
      (Increase) decrease in
         deferred charge                   26,111     (    50,487)      (    10,022)
      Increase (decrease) in
         accounts payable                  38,790          11,929       (    64,371)
      Increase (decrease) in
         gas imbalance payable        (     4,170)          2,100       (     4,881)
      Increase (decrease) in
         accrued liability            (     9,651)    (     1,152)           10,162
                                        ---------       ---------         ---------
   Net cash provided by
      operating activities             $2,376,815      $1,095,641        $3,980,703
                                        ---------       ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures               ($   67,336)    ($   45,756)      ($   83,614)
   Proceeds from sale of
      oil and gas properties              257,751          39,541            82,454
                                        ---------       ---------         ---------
   Net cash provided (used) by
      investing activities             $  190,415     ($    6,215)      ($    1,160)
                                        ---------       ---------         ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                 ($2,225,906)    ($  823,609)      ($4,517,096)
                                        ---------       ---------         ---------
   Net cash used by financing
      activities                      ($2,225,906)    ($  823,609)      ($4,517,096)
                                        ---------       ---------         ---------




                                      F-11
<PAGE>




NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS           $  341,324      $  265,817       ($  537,553)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              $  372,838         107,021           644,574
                                        ---------       ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                    $  714,162      $  372,838        $  107,021
                                        =========       =========         =========

</TABLE>




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




                                      F-12
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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

      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-C, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-C,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP













Tulsa, Oklahoma
February 8, 2001



                                      F-13
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000            1999
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  412,356      $  204,820
   Accounts receivable:
      Oil and gas sales                            350,577         244,751
                                                 ---------       ---------
      Total current assets                      $  762,933      $  449,571

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                          878,906       1,225,550

DEFERRED CHARGE                                    130,095         129,664
                                                 ---------       ---------
                                                $1,771,934      $1,804,785
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   21,688      $   38,355
   Gas imbalance payable                            15,380          20,300
                                                 ---------       ---------
      Total current liabilities                 $   37,068      $   58,655

ACCRUED LIABILITY                               $   54,138      $   54,063

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  105,478)    ($  119,145)
   Limited Partners, issued and
      outstanding, 154,621 Units                 1,786,206       1,811,212
                                                 ---------       ---------
      Total Partners' capital                   $1,680,728      $1,692,067
                                                 ---------       ---------
                                                $1,771,934      $1,804,785
                                                 =========       =========




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



                                      F-14
<PAGE>
<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                             2000            1999             1998
                                         ----------      ----------       ----------
<S>                                      <C>             <C>              <C>
REVENUES:
   Oil and gas sales                     $1,856,040      $1,296,468       $1,136,474
   Interest income                           13,304           5,862           25,163
   Gain on sale of oil
      and gas properties                     90,494           3,257          177,795
   Gas contract settlement
      income                                   -               -           1,197,148
                                          ---------       ---------        ---------
                                         $1,959,838      $1,305,587       $2,536,580

COSTS AND EXPENSES:
   Lease operating                       $  285,595      $  345,340       $  351,162
   Production tax                           118,875          94,982           75,947
   Depreciation, depletion,
      and amortization of oil
      and gas properties                    350,665         180,007          246,338
   General and administrative               185,566         183,887          184,538
                                          ---------       ---------        ---------
                                         $  940,701      $  804,216       $  857,985
                                          ---------       ---------        ---------
NET INCOME                               $1,019,137      $  501,371       $1,678,595
                                          =========       =========        =========

GENERAL PARTNER -
   NET INCOME                            $  132,143      $   65,752       $   95,091
                                          =========       =========        =========

LIMITED PARTNERS -
   NET INCOME                            $  886,994      $  435,619       $1,583,504
                                          =========       =========        =========

NET INCOME per Unit                      $     5.74      $     2.82       $    10.24
                                          =========       =========        =========

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

</TABLE>








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




                                      F-15
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998

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

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

Balance, Dec. 31, 1998           $1,765,593     ($133,264)      $1,632,329
   Net income                       435,619        65,752          501,371
   Cash distributions           (   390,000)    (  51,633)     (   441,633)
                                  ---------       -------        ---------

Balance, Dec. 31, 1999           $1,811,212     ($119,145)      $1,692,067
   Net income                       886,994       132,143        1,019,137
   Cash distributions           (   912,000)    ( 118,476)     ( 1,030,476)
                                  ---------       -------        ---------

Balance, Dec. 31, 2000           $1,786,206     ($105,478)      $1,680,728
                                  =========       =======        =========



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



                                      F-16
<PAGE>

<TABLE>
<CAPTION>


                 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, 2000, 1999, and 1998

                                             2000              1999            1998
                                         ------------      ------------    ------------
<S>                                       <C>               <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                             $1,019,137        $  501,371      $1,678,595
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                  350,665           180,007         246,338
      Gain on sale of oil
         and gas properties              (    90,494)      (     3,257)    (   177,795)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales               (   105,826)      (    87,476)        116,124
      Decrease in accounts
         receivable - other                     -                 -              1,931
      (Increase) decrease in
         deferred charge                 (       431)           23,748     (    13,791)
      Increase (decrease) in
         accounts payable                (    16,667)            8,507     (     3,445)
      Increase (decrease) in
         gas imbalance payable           (     4,920)      (    17,949)         15,686
      Increase (decrease) in
         accrued liability                        75       (     5,245)          9,661
                                           ---------         ---------       ---------
   Net cash provided by
      operating activities                $1,151,539        $  599,706      $1,873,304
                                           ---------         ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($   27,273)      ($   29,574)    ($   34,333)
   Proceeds from sale of
      oil and gas properties                 113,746             9,704         250,629
                                           ---------         ---------       ---------
   Net cash provided (used)
      by investing activities             $   86,473       ($   19,870)     $  216,296
                                           ---------         ---------       ---------




                                      F-17
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($1,030,476)      ($  441,633)    ($2,381,078)
                                           ---------         ---------       ---------
   Net cash used by financing
      activities                         ($1,030,476)      ($  441,633)    ($2,381,078)
                                           ---------         ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS              $  207,536        $  138,203     ($  291,478)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    204,820            66,617         358,095
                                           ---------         ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  412,356        $  204,820      $   66,617
                                           =========         =========       =========

</TABLE>




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



                                      F-18
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-D, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-D,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.










                                    PricewaterhouseCoopers LLP








Tulsa, Oklahoma
February 8, 2001



                                      F-19
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000            1999
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $1,432,990      $  547,528
   Accounts receivable:
      Oil and gas sales                            703,180         461,491
                                                 ---------       ---------
      Total current assets                      $2,136,170      $1,009,019

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,737,343       2,315,758

DEFERRED CHARGE                                    397,689         415,812
                                                 ---------       ---------
                                                $4,271,202      $3,740,589
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   54,672      $   76,408
   Gas imbalance payable                            74,121         114,149
                                                 ---------       ---------
      Total current liabilities                 $  128,793      $  190,557

ACCRUED LIABILITY                               $  154,927      $  146,343

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  180,437)    ($  236,260)
   Limited Partners, issued and
      outstanding, 314,878 Units                 4,167,919       3,639,949
                                                 ---------       ---------
      Total Partners' capital                   $3,987,482      $3,403,689
                                                 ---------       ---------
                                                $4,271,202      $3,740,589
                                                 =========       =========




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




                                      F-20
<PAGE>
<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                            2000            1999              1998
                                         ----------      ----------        ----------
<S>                                      <C>             <C>               <C>
REVENUES:
   Oil and gas sales                     $3,757,651      $2,598,616        $2,411,051
   Interest income                           34,763          15,031            66,699
   Gain on sale of oil
      and gas properties                    514,114          36,944           496,238
   Gas contract settlement
      income                                   -               -            3,033,646
                                          ---------       ---------         ---------
                                         $4,306,528      $2,650,591        $6,007,634

COSTS AND EXPENSES:
   Lease operating                       $  672,765      $  924,509        $  777,607
   Production tax                           264,546         182,274           168,364
   Depreciation, depletion,
      and amortization of oil
      and gas properties                    415,030         425,805           518,991
   General and administrative               374,358         371,301           374,675
                                          ---------       ---------         ---------
                                         $1,726,699      $1,903,889        $1,839,637
                                          ---------       ---------         ---------
NET INCOME                               $2,579,829      $  746,702        $4,167,997
                                          =========       =========         =========

GENERAL PARTNER -
   NET INCOME                            $  291,859      $  106,047        $  225,825
                                          =========       =========         =========

LIMITED PARTNERS -
   NET INCOME                            $2,287,970      $  640,655        $3,942,172
                                          =========       =========         =========

NET INCOME per Unit                      $     7.27      $     2.03        $    12.52
                                          =========       =========         =========

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

</TABLE>






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




                                      F-21
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998

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

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

Balance, Dec. 31, 1998         $3,818,294       ($247,182)      $3,571,112
   Net income                     640,655         106,047          746,702
   Cash distributions         (   819,000)      (  95,125)     (   914,125)
                                ---------         -------        ---------

Balance, Dec. 31, 1999         $3,639,949       ($236,260)      $3,403,689
   Net income                   2,287,970         291,859        2,579,829
   Cash distributions         ( 1,760,000)      ( 236,036)     ( 1,996,036)
                                ---------         -------        ---------

Balance, Dec. 31, 2000         $4,167,919       ($180,437)      $3,987,482
                                =========         =======        =========






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




                                      F-22
<PAGE>

<TABLE>
<CAPTION>


                      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, 2000, 1999, and 1998

                                           2000              1999              1998
                                       ------------      ------------      ------------
<S>                                    <C>               <C>               <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                           $2,579,829        $  746,702        $4,167,997
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                415,030           425,805           518,991
      Gain on sale of oil
         and gas properties            (   514,114)      (    36,944)      (   496,238)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales             (   241,689)      (   119,058)          304,317
      Decrease in accounts
         receivable - other                   -                 -               20,267
      (Increase) decrease in
         deferred charge                    18,123           198,395       (    69,862)
      Increase (decrease) in
         accounts payable              (    21,736)            8,474       (    18,124)
      Increase (decrease) in
         gas imbalance payable         (    40,028)      (    35,499)           42,644
      Increase (decrease) in
         accrued liability                   8,584       (    59,872)      (    32,868)
                                         ---------         ---------         ---------
   Net cash provided by
     operating activities               $2,203,999        $1,128,003        $4,437,124
                                         ---------         ---------         ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                ($   46,036)      ($   14,850)      ($    1,639)
   Proceeds from sale of
      oil and gas properties               723,535            36,944           669,933
                                         ---------         ---------         ---------
   Net cash provided
      by investing activities           $  677,499        $   22,094        $  668,294
                                         ---------         ---------         ---------



                                      F-23
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                  ($1,996,036)      ($  914,125)      ($5,945,004)
                                         ---------         ---------         ---------
   Net cash used by financing
      activities                       ($1,996,036)      ($  914,125)      ($5,945,004)
                                         ---------         ---------         ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS            $  885,462        $  235,972       ($  839,586)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  547,528           311,556         1,151,142
                                         ---------         ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                     $1,432,990        $  547,528        $  311,556
                                         =========         =========         =========

</TABLE>



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




                                      F-24
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-E, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-E,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.




                                    PricewaterhouseCoopers LLP












Tulsa, Oklahoma
February 8, 2001



                                      F-25
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000            1999
                                               ------------    ------------

CURRENT ASSETS:
   Cash and cash equivalents                    $  511,025      $  450,833
   Accounts receivable:
      Oil and gas sales                            541,215         319,501
                                                 ---------       ---------
      Total current assets                      $1,052,240      $  770,334

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,652,204       2,035,168

DEFERRED CHARGE                                    204,138         216,068
                                                 ---------       ---------
                                                $2,908,582      $3,021,570
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   29,489      $   48,834
   Gas imbalance payable                            22,545         151,074
                                                 ---------       ---------
      Total current liabilities                 $   52,034      $  199,908

ACCRUED LIABILITY                               $   35,904      $   42,252

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  133,047)    ($  162,586)
   Limited Partners, issued and
      outstanding, 228,821 Units                 2,953,691       2,941,996
                                                 ---------       ---------
      Total Partners' capital                   $2,820,644      $2,779,410
                                                 ---------       ---------
                                                $2,908,582      $3,021,570
                                                 =========       =========




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




                                      F-26
<PAGE>
<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                              2000             1999            1998
                                           ----------       ----------      ----------
<S>                                        <C>              <C>             <C>
REVENUES:
   Oil and gas sales                       $2,760,885       $1,810,725      $1,704,463
   Interest income                             23,459           14,505          99,814
   Gain on sale of oil
      and gas properties                      135,079           23,406         328,245
   Gas contract settlement
      income                                     -                -          6,159,355
                                            ---------        ---------       ---------
                                           $2,919,423       $1,848,636      $8,291,877

COSTS AND EXPENSES:
   Lease operating                         $  394,003       $  429,026      $  550,014
   Production tax                             185,062          128,863         122,476
   Depreciation, depletion,
      and amortization of oil
      and gas properties                      361,842          356,203         544,040
   General and administrative                 273,055          270,387         276,331
                                            ---------        ---------       ---------
                                           $1,213,962       $1,184,479      $1,492,861
                                            ---------        ---------       ---------
NET INCOME                                 $1,705,461       $  664,157      $6,799,016
                                            =========        =========       =========

GENERAL PARTNER -
   NET INCOME                              $  200,766       $   76,030      $  356,722
                                            =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                              $1,504,695       $  588,127      $6,442,294
                                            =========        =========       =========

NET INCOME per Unit                        $     6.58       $     2.57      $    28.15
                                            =========        =========       =========

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

</TABLE>




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




                                      F-27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998

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

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

Balance, Dec. 31, 1998         $3,165,869       ($173,306)     $2,992,563
   Net income                     588,127          76,030         664,157
   Cash distributions         (   812,000)      (  65,310)    (   877,310)
                                ---------         -------       ---------

Balance, Dec. 31, 1999         $2,941,996       ($162,586)     $2,779,410
   Net income                   1,504,695         200,766       1,705,461
   Cash distributions         ( 1,493,000)      ( 171,227)    ( 1,664,227)
                                ---------         -------       ---------

Balance, Dec. 31, 2000         $2,953,691       ($133,047)     $2,820,644
                                =========         =======       =========





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




                                      F-28
<PAGE>
<TABLE>
<CAPTION>



                      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, 2000, 1999, and 1998

                                              2000             1999            1998
                                          ------------     ------------    ------------
<S>                                       <C>              <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                              $1,705,461       $  664,157      $6,799,016
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                   361,842          356,203         544,040
      Gain on sale of oil
         and gas properties               (   135,079)     (    23,406)    (   328,245)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                (   221,714)     (    99,473)        195,349
      Decrease in accounts
         receivable - other                      -                -                110
      Decrease in deferred
         charge                                11,930           59,464          54,999
      Increase (decrease) in
         accounts payable                 (    19,345)           9,953     (    61,722)
      Increase (decrease) in
         gas imbalance payable            (   128,529)           2,616     (    22,631)
      Increase (decrease) in
         accrued liability                (     6,348)     (    38,798)         17,425
                                            ---------        ---------       ---------
   Net cash provided by
      operating activities                 $1,568,218       $  930,716      $7,198,341
                                            ---------        ---------       ---------

CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($   15,129)     ($    7,221)    ($  120,953)
   Proceeds from sale of
      oil and gas properties                  171,330           27,869         357,625
                                            ---------        ---------       ---------
  Net cash provided by
     investing activities                  $  156,201       $   20,648      $  236,672
                                            ---------        ---------       ---------



                                      F-29
<PAGE>




CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,664,227)     ($  877,310)    ($7,729,011)
                                            ---------        ---------       ---------
   Net cash used by financing
      activities                          ($1,664,227)     ($  877,310)    ($7,729,011)
                                            ---------        ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS               $   60,192       $   74,054     ($  293,998)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                     450,833          376,779         670,777
                                            ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  511,025       $  450,833      $  376,779
                                            =========        =========       =========

</TABLE>



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




                                      F-30
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-F, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-F,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.





                                    PricewaterhouseCoopers LLP











Tulsa, Oklahoma
February 8, 2001



                                      F-31
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000            1999
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  441,154      $  280,098
   Accounts receivable:
      Oil and gas sales                            440,181         286,995
                                                 ---------       ---------
      Total current assets                      $  881,335      $  567,093

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                 1,597,803       1,792,192

DEFERRED CHARGE                                     34,659          34,366
                                                 ---------       ---------
                                                $2,513,797      $2,393,651
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   21,902      $   27,269
   Gas imbalance payable                             7,439           5,208
                                                 ---------       ---------
      Total current liabilities                 $   29,341      $   32,477

ACCRUED LIABILITY                               $   12,341      $   22,508

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($  101,577)    ($  112,893)
   Limited Partners, issued and
      outstanding, 171,400 Units                 2,573,692       2,451,559
                                                 ---------       ---------
      Total Partners' capital                   $2,472,115      $2,338,666
                                                 ---------       ---------
                                                $2,513,797      $2,393,651
                                                 =========       =========




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




                                      F-32
<PAGE>
<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                          2000             1999            1998
                                       ----------       ----------      ----------
<S>                                    <C>              <C>             <C>
REVENUES:
   Oil and gas sales                   $2,313,259       $1,665,336      $1,444,802
   Interest income                         16,519            7,673          18,145
   Gain on sale of oil
      and gas properties                   81,494              565         657,881
                                        ---------        ---------       ---------
                                       $2,411,272       $1,673,574      $2,120,828

COSTS AND EXPENSES:
   Lease operating                     $  258,353       $  350,094      $  301,416
   Production tax                         154,262          101,253          96,998
   Depreciation, depletion,
      and amortization of oil
      and gas properties                  213,567          306,818         360,697
   General and administrative             204,310          201,912         201,745
                                        ---------        ---------       ---------
                                       $  830,492       $  960,077      $  960,856
                                        ---------        ---------       ---------
NET INCOME                             $1,580,780       $  713,497      $1,159,972
                                        =========        =========       =========

GENERAL PARTNER -
   NET INCOME                          $  175,647       $   98,196      $   71,519
                                        =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                          $1,405,133       $  615,301      $1,088,453
                                        =========        =========       =========

NET INCOME per Unit                    $     8.20       $     3.59      $     6.35
                                        =========        =========       =========

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

</TABLE>









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




                                      F-33
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

Balance, Dec. 31, 1998            $2,565,258      ($144,763)    $2,420,495
   Net income                        615,301         98,196        713,497
   Cash distributions            (   729,000)     (  66,326)   (   795,326)
                                   ---------        -------      ---------

Balance, Dec. 31, 1999            $2,451,559      ($112,893)    $2,338,666
   Net income                      1,405,133        175,647      1,580,780
   Cash distributions            ( 1,283,000)     ( 164,331)   ( 1,447,331)
                                   ---------        -------      ---------

Balance, Dec. 31, 2000            $2,573,692      ($101,577)    $2,472,115
                                   =========        =======      =========







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




                                      F-34
<PAGE>
<TABLE>
<CAPTION>



                      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, 2000, 1999, and 1998

                                              2000             1999            1998
                                          ------------     ------------    ------------

<S>                                       <C>              <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                              $1,580,780       $  713,497      $1,159,972
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
          and amortization of oil
          and gas properties                  213,567          306,818         360,697
      Gain on sale of oil
          and gas properties              (    81,494)     (       565)    (   657,881)
      (Increase) decrease in
          accounts receivable -
          oil and gas sales               (   153,186)     (    99,470)        146,569
      Decrease in accounts
          receivable - other                     -                -                 43
      (Increase) decrease in
          deferred charge                 (       293)          12,007          10,494
      Increase (decrease) in
          accounts payable                (     5,367)           3,262     (    40,341)
      Increase (decrease) in
          gas imbalance payable                 2,231              975     (    20,951)
      Decrease in
          accrued liability               (    10,167)     (     2,487)    (     2,912)
                                            ---------        ---------       ---------
   Net cash provided by
      operating activities                 $1,546,071       $  934,037      $  955,690
                                            ---------        ---------       ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                   ($   29,757)     ($   20,155)    ($   75,167)
   Proceeds from sale of
      oil and gas properties                   92,073            8,302         717,792
                                            ---------        ---------       ---------
   Net cash provided (used) by
      investing activities                 $   62,316      ($   11,853)     $  642,625
                                            ---------        ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                     ($1,447,331)     ($  795,326)    ($2,186,927)
                                            ---------        ---------       ---------
   Net cash used by financing
      activities                          ($1,447,331)     ($  795,326)    ($2,186,927)
                                            ---------        ---------       ---------



                                      F-35
<PAGE>




NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                    $  161,056       $  126,858     ($  588,612)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                  $  280,098          153,240         741,852
                                            ---------        ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                        $  441,154       $  280,098      $  153,240
                                            =========        =========       =========

</TABLE>







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




                                      F-36
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-G, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-G,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.






                                    PricewaterhouseCoopers LLP










Tulsa, Oklahoma
February 8, 2001



                                      F-37
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                 2000             1999
                                             ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                  $  934,304       $  633,816
   Accounts receivable:
      Oil and gas sales                          935,211          605,936
                                               ---------        ---------
      Total current assets                    $1,869,515       $1,239,752

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method               3,439,338        3,857,776

DEFERRED CHARGE                                   76,673           77,306
                                               ---------        ---------
                                              $5,385,526       $5,174,834
                                               =========        =========

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

CURRENT LIABILITIES:
   Accounts payable                           $   47,021       $   58,877
   Gas imbalance payable                          16,142           11,288
                                               ---------        ---------
      Total current liabilities               $   63,163       $   70,165

ACCRUED LIABILITY                             $   31,272       $   52,863

PARTNERS' CAPITAL (DEFICIT):
   General Partner                           ($  212,913)     ($  266,026)
   Limited Partners, issued and
      outstanding, 372,189 Units               5,504,004        5,317,832
                                               ---------        ---------
      Total Partners' capital                 $5,291,091       $5,051,806
                                               ---------        ---------
                                              $5,385,526       $5,174,834
                                               =========        =========






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



                                      F-38
<PAGE>
<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                                2000          1999             1998
                                             ----------     ----------     ----------
<S>                                          <C>            <C>            <C>
REVENUES:
   Oil and gas sales                         $4,915,575     $3,527,599     $3,072,455
   Interest income                               36,288         16,880         38,524
   Gain on sale of oil
      and gas properties                        170,343          1,063      1,374,966
                                              ---------      ---------      ---------

                                             $5,122,206     $3,545,542     $4,485,945

COSTS AND EXPENSES:
   Lease operating                           $  554,889     $  749,121     $  643,300
   Production tax                               330,447        216,108        209,399
   Depreciation, depletion,
      and amortization of oil
      and gas properties                        457,355        660,153        778,782
   General and administrative                   440,954        438,106        437,963
                                              ---------      ---------      ---------
                                             $1,783,645     $2,063,488     $2,069,444
                                              ---------      ---------      ---------

NET INCOME                                   $3,338,561     $1,482,054     $2,416,501
                                              =========      =========      =========

GENERAL PARTNER -
   NET INCOME                                $  371,389     $   99,665     $  150,050
                                              =========      =========      =========

LIMITED PARTNERS -
   NET INCOME                                $2,967,172     $1,382,389     $2,266,451
                                              =========      =========      =========

NET INCOME per Unit                          $     7.97     $     3.71     $     6.09
                                              =========      =========      =========

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

</TABLE>






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




                                      F-39
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

Balance, Dec. 31, 1998         $5,512,443      ($304,885)     $5,207,558
   Net income                   1,382,389         99,665       1,482,054
   Cash distributions         ( 1,577,000)     (  60,806)    ( 1,637,806)
                                ---------        -------       ---------

Balance, Dec. 31, 1999         $5,317,832      ($266,026)     $5,051,806
   Net income                   2,967,172        371,389       3,338,561
   Cash distributions         ( 2,781,000)     ( 318,276)    ( 3,099,276)
                                ---------        -------       ---------

Balance, Dec. 31, 2000         $5,504,004      ($212,913)     $5,291,091
                                =========        =======       =========





















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




                                      F-40
<PAGE>
<TABLE>
<CAPTION>



                      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, 2000, 1999, and 1998

                                             2000            1999              1998
                                         ------------    ------------      ------------
<S>                                      <C>             <C>               <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                             $3,338,561      $1,482,054        $2,416,501
   Adjustments to reconcile
      net income to
      net cash provided by
         operating activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                  457,355         660,153           778,782
      Gain on sale of oil
         and gas properties              (   170,343)    (     1,063)      ( 1,374,966)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales               (   329,275)    (   207,398)          311,798
      Decrease in deferred
         charge                                  633          24,649            22,022
      Increase (decrease) in
         accounts payable                (    11,856)          7,492       (    84,376)
      Increase (decrease) in
         gas imbalance payable                 4,854           2,259       (    48,221)
      Decrease in accrued
         liability                       (    21,591)    (     4,967)      (     6,279)
                                           ---------       ---------         ---------
  Net cash provided by
   operating activities                   $3,268,338      $1,963,179        $2,015,261
                                           ---------       ---------         ---------
CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures                  ($   62,230)    ($   42,704)      ($  162,692)
   Proceeds from sale of
      oil and gas properties                 193,656          17,979         1,503,817
                                           ---------       ---------         ---------
   Net cash provided (used) by
      investing activities                $  131,426     ($   24,725)       $1,341,125
                                           ---------       ---------         ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions                    ($3,099,276)    ($1,637,806)      ($4,587,543)
                                           ---------       ---------         ---------
   Net cash used by financing
      activities                         ($3,099,276)    ($1,637,806)      ($4,587,543)
                                           ---------       ---------         ---------




                                      F-41
<PAGE>




NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                   $  300,488      $  300,648       ($1,231,157)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                    633,816         333,168         1,564,325
                                           ---------       ---------         ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                       $  934,304      $  633,816        $  333,168
                                           =========       =========         =========

</TABLE>




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




                                      F-42
<PAGE>



                       REPORT OF INDEPENDENT ACCOUNTANTS

TO THE PARTNERS

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


      In our opinion,  the accompanying  combined balance sheets and the related
combined  statements of operations,  changes in partners'  capital (deficit) and
cash flows present  fairly,  in all material  respects,  the combined  financial
position of the Geodyne  Energy  Income  Limited  Partnership  II-H, an Oklahoma
limited  partnership,  and  Geodyne  Production  Partnership  II-H,  an Oklahoma
general partnership,  at December 31, 2000 and 1999, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.  These  financial  statements  are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial  statements based on our audits.  We conducted our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.







                                    PricewaterhouseCoopers LLP









Tulsa, Oklahoma
February 8, 2001



                                      F-43
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                            Combined Balance Sheets
                          December 31, 2000 and 1999

                                    ASSETS
                                    ------

                                                   2000            1999
                                               ------------    ------------
CURRENT ASSETS:
   Cash and cash equivalents                    $  229,651      $  147,018
   Accounts receivable:
      Oil and gas sales                            223,004         143,876
                                                 ---------       ---------
      Total current assets                      $  452,655      $  290,894

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method                   807,844         906,816

DEFERRED CHARGE                                     17,788          18,072
                                                 ---------       ---------
                                                $1,278,287      $1,215,782
                                                 =========       =========

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

CURRENT LIABILITIES:
   Accounts payable                             $   11,405      $   14,504
   Gas imbalance payable                             3,993           2,789
                                                 ---------       ---------
      Total current liabilities                 $   15,398      $   17,293

ACCRUED LIABILITY                               $    6,007      $   11,016

PARTNERS' CAPITAL (DEFICIT):
   General Partner                             ($   54,632)    ($   66,614)
   Limited Partners, issued and
      outstanding, 91,711 Units                  1,311,514       1,254,087
                                                 ---------       ---------
      Total Partners' capital                   $1,256,882      $1,187,473
                                                 ---------       ---------
                                                $1,278,287      $1,215,782
                                                 =========       =========





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




                                      F-44
<PAGE>

<TABLE>
<CAPTION>



                      GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                     GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
                             Combined Statements of Operations
                   For the Years Ended December 31, 2000, 1999, and 1998

                                             2000             1999            1998
                                          ----------       ----------      ----------
<S>                                       <C>              <C>             <C>
REVENUES:
   Oil and gas sales                      $1,162,286       $  836,927      $  733,613
   Interest income                             8,580            3,613           8,669
   Gain on sale of
      oil and gas properties                  39,206              421         317,342
                                           ---------        ---------       ---------
                                          $1,210,072       $  840,961      $1,059,624

COSTS AND EXPENSES:
   Lease operating                        $  134,727       $  180,929      $  154,123
   Production tax                             79,227           51,729          51,340
   Depreciation, depletion,
      and amortization of oil
      and gas properties                     107,301          157,329         178,994
   General and administrative                110,355          108,016         107,912
                                           ---------        ---------       ---------
                                          $  431,610       $  498,003      $  492,369
                                           ---------        ---------       ---------
NET INCOME                                $  778,462       $  342,958      $  567,255
                                           =========        =========       =========

GENERAL PARTNER -
   NET INCOME                             $   56,035       $   23,260      $   35,089
                                           =========        =========       =========

LIMITED PARTNERS -
   NET INCOME                             $  722,427       $  319,698      $  532,166
                                           =========        =========       =========

NET INCOME per Unit                       $     7.88       $     3.49      $     5.80
                                           =========        =========       =========

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

</TABLE>









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




                                      F-45
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
               GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
         Combined Statements of Changes in Partners' Capital (Deficit)
             For the Years Ended December 31, 2000, 1999, and 1998


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

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

Balance, Dec. 31, 1998            $1,306,389      ($75,631)     $1,230,758
   Net income                        319,698        23,260         342,958
   Cash distributions            (   372,000)     ( 14,243)    (   386,243)
                                   ---------        ------       ---------

Balance, Dec. 31, 1999            $1,254,087      ($66,614)     $1,187,473
   Net income                        722,427        56,035         778,462
   Cash distributions            (   665,000)     ( 44,053)    (   709,053)
                                   ---------        ------       ---------

Balance, Dec. 31, 2000            $1,311,514      ($54,632)     $1,256,882
                                   =========        ======       =========





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




                                      F-46
<PAGE>
<TABLE>
<CAPTION>



                      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, 2000, 1999, and 1998

                                                   2000          1999           1998
                                                ----------    -----------    ------------
<S>                                             <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                                   $778,462       $342,958       $  567,255
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
         and amortization of oil
         and gas properties                      107,301        157,329          178,994
      Gain on sale of oil
         and gas properties                    (  39,206)     (     421)     (   317,342)
      (Increase) decrease in
         accounts receivable -
         oil and gas sales                     (  79,128)     (  48,616)          73,573
      Decrease in
         deferred charge                             284          5,677            5,770
      Increase (decrease) in
         accounts payable                      (   3,099)         2,096      (    19,517)
      Increase (decrease) in gas
         imbalance payable                         1,204          2,789      (    13,149)
      Decrease in
         accrued liability                     (   5,009)     (   1,047)     (     2,585)
                                                 -------        -------        ---------
  Net cash provided by
      operating activities                      $760,809       $460,765       $  472,999
                                                 -------        -------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Capital expenditures                        ($ 14,394)     ($ 10,121)     ($   40,018)
   Proceeds from sale of
      oil and gas properties                      45,271          4,342          345,716
                                                 -------        -------        ---------
   Net cash provided (used) by
      investing activities                      $ 30,877      ($  5,779)      $  305,698
                                                 -------        -------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Cash distributions                          ($709,053)     ($386,243)     ($1,064,924)
                                                 -------        -------        ---------
   Net cash used by financing
      activities                               ($709,053)     ($386,243)     ($1,064,924)
                                                 -------        -------        ---------





                                      F-47
<PAGE>




NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                         $ 82,633      $  68,743      ($  286,227)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                        147,018         78,275          364,502
                                                 -------       ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                             $229,651      $ 147,018       $   78,275
                                                 =======       =========       =========

</TABLE>






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




                                      F-48
<PAGE>



                       GEODYNE ENERGY INCOME PROGRAM II
                    Notes to Combined Financial Statements
             For the Years Ended December 31, 2000, 1999, and 1998

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization and Nature of Operations

      The Geodyne Energy Income Limited  Partnerships (the  "Partnerships") were
formed  pursuant  to a public  offering  of  depositary  units  ("Units").  Upon
formation,  investors became limited partners (the "Limited  Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of each  Partnership.  Each  Partnership  is a general  partner  in the  related
Geodyne Production  Partnership (the "Production  Partnership") in which Geodyne
Resources,  Inc.  serves  as  the  managing  partner.  Limited  Partner  capital
contributions  were  contributed  to the  related  Production  Partnerships  for
investment in producing oil and gas properties.  The Partnerships were activated
on the following dates with the following Limited Partner capital contributions.

                                                     Limited
                              Date of             Partner Capital
      Partnership           Activation             Contributions
      -----------       ------------------        ---------------

         II-A           July 22, 1987              $48,428,300
         II-B           October 14,1987             36,171,900
         II-C           January 14, 1988            15,462,100
         II-D           May 10, 1988                31,487,800
         II-E           September 27, 1988          22,882,100
         II-F           January 5, 1989             17,140,000
         II-G           April 10, 1989              37,218,900
         II-H           May 17, 1989                 9,171,100

      The  Partnerships  will terminate on December 31, 2001 in accordance  with
the  partnership  agreements for the  Partnerships.  However,  such  partnership
agreements  provide  that  the  General  Partner  may  extend  the  term of each
Partnership  for up to five  periods of two years each.  As of the date of these
financial  statements,  the General Partner has not determined whether to extend
the term of any Partnership.

      For  purposes  of  these  financial   statements,   the  Partnerships  and
Production  Partnerships are collectively  referred to as the "Partnerships" and
the general  partner and managing  partner are  collectively  referred to as the
"General Partner".







                                      F-49
<PAGE>




      An affiliate of the General  Partner owned the following Units at December
31, 2000:

                            Number of              Percent of
      Partnership          Units Owned          Outstanding Units
      -----------          -----------          -----------------
         II-A                109,605                  22.6%
         II-B                 76,700                  21.2%
         II-C                 42,172                  27.3%
         II-D                 67,190                  21.3%
         II-E                 57,381                  25.1%
         II-F                 35,192                  20.5%
         II-G                 60,399                  16.2%
         II-H                 20,901                  22.8%

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


      Allocation of Costs and Revenues

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



                                      F-50
<PAGE>




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

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

----------

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



                                      F-51
<PAGE>



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

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


      Basis of Presentation

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


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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



                                      F-52
<PAGE>



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


      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent barrel of oil
produced  during the years ended  December 31,  2000,  1999,  and 1998,  were as
follows:

            Partnership       2000        1999        1998
            -----------       -----       -----       -----

               II-A           $3.22       $2.18       $2.46
               II-B            4.63        1.68        2.61
               II-C            4.24        1.78        2.55
               II-D            2.42        2.11        2.47
               II-E            2.88        2.61        3.74
               II-F            2.03        2.36        2.93
               II-G            2.04        2.40        2.98
               II-H            2.02        2.42        2.87

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

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such  properties,  the cost of the properties is written down to
fair value,  which is determined by using the discounted  future cash flows from
the properties.  During 1998, the II-A Partnership recorded a non-cash charge of
$164,111  against  earnings   (impairment   provisions).   No  other  impairment
provisions  were  recorded  by the  Partnerships  during the three  years  ended
December 31, 2000.

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




                                      F-53
<PAGE>




      Deferred Charge

      The Deferred Charge represents costs deferred for lease operating expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The rate used in calculating  the deferred  charge is the average of
the annual  production costs per Mcf. At December 31, 2000 and 1999,  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:

                               2000                       1999
                        ----------------------    ---------------------
      Partnership         Mcf          Amount       Mcf         Amount
      -----------       -------       --------    -------      --------

         II-A           712,025       $813,560    785,230      $732,855
         II-B           191,404        204,209    239,418       230,320
         II-C           181,140        130,095    198,567       129,664
         II-D           514,941        397,689    534,394       415,812
         II-E           321,477        204,138    330,480       216,068
         II-F            62,013         34,659     57,459        34,366
         II-G           137,283         76,673    128,266        77,306
         II-H            31,311         17,788     29,495        18,072

      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rate used in calculating the accrued liability is the
average of the annual  production  costs per Mcf. At December 31, 2000 and 1999,
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:


                              2000                       1999
                        --------------------      -------------------
      Partnership         Mcf        Amount         Mcf       Amount
      -----------       -------     --------      -------    --------

         II-A           221,166     $252,704      237,263    $221,438
         II-B            82,368       87,878      101,382      97,529
         II-C            75,380       54,138       82,792      54,063
         II-D           200,605      154,927      188,077     146,343
         II-E            56,542       35,904       64,625      42,252
         II-F            22,081       12,341       37,632      22,508
         II-G            55,992       31,272       87,710      52,863
         II-H            10,573        6,007       17,979      11,016





                                      F-54
<PAGE>




      Oil and Gas Sales and Gas Imbalance Payable

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary in the oil  industry.  Sales of gas  applicable  to the  Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred  pursuant to the gas sales contracts  covering the
Partnerships'  interest in gas  reserves.  During such times as a  Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's  share
of estimated  total gas reserves  underlying  the  property,  at which time such
excess is  recorded as a  liability.  The rates per Mcf used to  calculate  this
liability  are based on the average gas prices  received  for the volumes at the
time the overproduction occurred. This also approximates the price for which the
Partnerships  are currently  settling this  liability.  At December 31, 2000 and
1999  total  sales  exceeded  the  Partnerships'  share of  estimated  total gas
reserves as follows:

                               2000                    1999
                        --------------------    --------------------
      Partnership         Mcf        Amount       Mcf        Amount
      -----------       ------      --------    -------     --------

         II-A           69,237      $103,856     82,534     $123,801
         II-B           11,813        17,720     14,593       21,890
         II-C           10,253        15,380     13,533       20,300
         II-D           49,414        74,121     76,099      114,149
         II-E           15,030        22,545    100,716      151,074
         II-F            4,959         7,439      3,472        5,208
         II-G           10,761        16,142      7,525       11,288
         II-H            2,662         3,993      1,859        2,789


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

      The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.

      General and Administrative Overhead

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


                                      F-55
<PAGE>




      Use of Estimates in Financial Statements

      The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates. Further, the
deferred  charge,  the gas  imbalance  payable,  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 by the General  Partner.  When actual  costs  incurred
benefit other  partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  partnerships  and affiliates.  The General Partner believes this allocation
method is reasonable.  Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the  Partnerships  have not  fluctuated  due to  expense  limitations
imposed by the  Partnership  Agreements.  The following is a summary of payments
made to the General  Partner or its affiliates by the  Partnerships  for general
and  administrative  overhead costs for the years ended December 31, 2000, 1999,
and 1998:



                                      F-56
<PAGE>




            Partnership         2000          1999         1998
            -----------       --------      --------     --------

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


      Affiliates  of the  Partnerships  operate  certain  of  the  Partnerships'
properties  and  their  policy  is to bill the  Partnerships  for all  customary
charges and cost reimbursements associated with these activities,  together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable  to third  party  charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.



3.    MAJOR CUSTOMERS

      The following table sets forth purchasers who  individually  accounted for
ten  percent or more of each  Partnership's  combined  oil and gas sales for the
years ended December 31, 2000, 1999, and 1998:

Partnership               Purchaser                         Percentage
-----------       ------------------------          ------------------------
                                                    2000      1999     1998
                                                    -----     -----    -----
   II-A           El Paso Energy Marketing
                     Company ("El Paso")            27.8%     29.3%    32.8%
                  Amoco Production Company          17.2%     16.3%    13.0%
                  Hallwood Petroleum, Inc.
                    ("Hallwood')                      -         -      10.1%

   II-B           El Paso                           38.0%     37.6%    37.6%
                  Hallwood                          11.5%     13.6%    15.6%
                  Amoco Production Company          10.4%       -        -

   II-C           El Paso                           35.6%     35.4%    36.2%

   II-D           El Paso                           28.6%     27.6%    28.4%
                  Vintage Petroleum Inc.              -       10.7%    10.9%

   II-E           El Paso                           47.9%     46.3%    47.8%



                                      F-57
<PAGE>




   II-F           El Paso                           20.7%     23.7%    30.8%
                  Chevron U.S.A. Inc.
                    ("Chevron")                       -       10.4%    13.2%
                  Texaco Exploration and
                    Production, Inc.
                    ("Texaco")                        -       10.0%    12.7%

   II-G           El Paso                           20.6%     23.5%    30.6%
                  Chevron                             -       10.3%    13.0%
                  Texaco                              -       10.1%    12.8%

   II-H           El Paso                           20.7%     23.3%    30.2%
                  Texaco                              -       10.2%    12.8%
                  Chevron                             -         -      12.6%

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


4.    SUPPLEMENTAL OIL AND GAS INFORMATION

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

      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2000 and 1999 were as
follows:

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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $30,686,730       $30,969,868

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 27,859,205)     ( 27,428,381)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 2,827,525       $ 3,541,487
                                            ==========        ==========



                                      F-58
<PAGE>





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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $20,445,020       $21,399,549

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 18,915,018)     ( 19,140,134)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,530,002       $ 2,259,415
                                            ==========        ==========

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

                                              2000              1999
                                          ------------      -------------

      Proved properties                     $8,992,289       $ 9,295,714

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                         ( 8,113,383)     (  8,070,164)
                                             ---------         ----------
            Net oil and gas
               properties                   $  878,906       $ 1,225,550
                                             =========         ==========


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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $15,305,902       $16,790,252

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 13,568,559)     ( 14,474,494)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,737,343       $ 2,315,758
                                            ==========        ==========




                                      F-59
<PAGE>




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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $13,462,347       $14,907,547

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 11,810,143)     ( 12,872,379)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,652,204       $ 2,035,168
                                            ==========        ==========


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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $10,586,512       $11,059,749

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  8,988,709)     (  9,267,557)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 1,597,803       $ 1,792,192
                                            ==========        ==========


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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $22,628,667       $23,632,847

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        ( 19,189,329)     ( 19,775,071)
                                            ----------        ----------
            Net oil and gas
               properties                  $ 3,439,338       $ 3,857,776
                                            ==========        ==========



                                      F-60
<PAGE>




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

                                              2000              1999
                                          -------------     -------------

      Proved properties                    $ 5,445,548       $ 5,681,892

      Less accumulated deprecia-
         tion, depletion, amorti-
         zation, and valuation
         allowance                        (  4,637,704)     (  4,775,076)
                                             ---------        ----------
            Net oil and gas
               properties                  $   807,844       $   906,816
                                             =========        ==========


      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2000,  1999,  and 1998.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2000, 1999, and 1998, were as follows:

            Partnership         2000          1999         1998
            -----------       -------        -------     --------

               II-A           $83,625        $39,957     $280,907
               II-B            67,336         45,756       83,614
               II-C            27,273         29,574       34,333
               II-D            46,036         14,850        1,639
               II-E            15,129          7,221      120,953
               II-F            29,757         20,155       75,167
               II-G            62,230         42,704      162,692
               II-H            14,394         10,121       40,018


      Quantities of Proved Oil and Gas Reserves - Unaudited

      The  following  tables   summarize   changes  in  net  quantities  of  the
Partnerships' proved reserves,  all of which are located in the United States of
America,  for the periods  indicated.  The proved reserves at December 31, 2000,
1999, and 1998, were estimated by petroleum  engineers employed by affiliates of
the  Partnerships.  Certain  reserve  information  was  reviewed  by Ryder Scott
Company,   L.P.,  an  independent  petroleum  engineering  firm.  The  following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the reserve  reports  prepared by the General Partner and
reviewed by Ryder Scott.



                                      F-61
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   360,463        7,732,781
   Production                                   ( 84,033)      (1,149,550)
   Extensions and discoveries                      3,888           28,864
   Revision of previous
      estimates                                  449,713          435,306
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   730,031        7,047,401
   Production                                   ( 77,024)      (1,003,723)
   Sales of minerals in
      place                                     ( 14,216)      (    8,706)
   Extensions and discoveries                         12           16,357
   Revision of previous
      estimates                                 ( 90,400)         656,452
                                                 -------        ---------
Proved reserves, Dec. 31, 2000                   548,403        6,707,781
                                                 =======        =========

PROVED DEVELOPED RESERVES:


   December 31, 1998                             360,463        7,732,781
                                                 =======        =========
   December 31, 1999                             729,967        7,045,456
                                                 =======        =========
   December 31, 2000                             548,403        6,707,781
                                                 =======        =========




                                      F-62
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   239,827        5,310,753
   Production                                   ( 56,749)      (  870,203)
   Extensions and discoveries                      6,352           47,148
   Revision of previous
      estimates                                  262,357          785,597
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   451,787        5,273,295
   Production                                   ( 52,155)      (  707,543)
   Sales of minerals in
      place                                     ( 19,091)      (    6,778)
   Extensions and discoveries                          8            3,084
   Revision of previous
      estimates                                 ( 18,716)         280,103
                                                 -------        ---------
Proved reserves, Dec. 31, 2000                   361,833        4,842,161
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 2000                             361,833        4,842,161
                                                 =======        =========



                                      F-63
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   118,667        3,603,745
   Production                                   ( 17,691)      (  500,545)
   Extensions and discoveries                      2,725           20,208
   Revision of previous
      estimates                                   83,580          483,041
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   187,281        3,606,449
   Production                                   ( 16,424)      (  398,166)
   Sales of minerals in
      place                                     ( 28,896)      (   11,837)
   Revision of previous
      estimates                                 ( 15,808)         194,596
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   126,153        3,391,042
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 2000                             126,153        3,391,042
                                                 =======        =========



                                      F-64
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   256,982         8,224,693
   Production                                   ( 33,890)       (1,010,194)
   Revision of previous
      estimates                                  314,019         1,272,422
                                                 -------         ---------

Proved reserves, Dec. 31, 1999                   537,111         8,486,921
   Production                                   ( 32,648)       (  836,567)
   Sales of minerals in
      place                                     (269,014)       (   79,651)
   Extensions and discoveries                       -                5,023
   Revision of previous
      estimates                                   18,288           688,616
                                                 -------         ---------

Proved reserves, Dec. 31, 2000                   253,737         8,264,342
                                                 =======         =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 2000                             253,737         8,264,342
                                                 =======         =========



                                      F-65
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   163,199        4,459,632
   Production                                   ( 32,352)      (  624,562)
   Revision of previous
      estimates                                  126,214          253,008
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   257,061        4,088,078
   Production                                   ( 23,708)      (  611,642)
   Sales of minerals in
      place                                     (  9,137)      (    2,995)
   Extensions and discoveries                        951            1,745
   Revision of previous
      estimates                                    4,556          579,536
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   229,723        4,054,722
                                                 =======        =========

PROVED DEVELOPED RESERVES:


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

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

   December 31, 2000                             229,723        4,054,722
                                                 =======        =========



                                      F-66
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   240,941        3,625,312
   Production                                   ( 34,859)      (  569,382)
   Sales of minerals in
      place                                     (    183)      (    1,546)
   Revision of previous
      estimates                                   82,817          160,740
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   288,716        3,215,124
   Production                                   ( 25,175)      (  480,967)
   Sales of minerals in
      place                                     (  6,269)      (    8,348)
   Extensions and discoveries                      4,355          198,944
   Revision of previous
      estimates                                    7,483          234,113
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   269,110        3,158,866
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 2000                             269,110        3,158,866
                                                 =======        =========





                                      F-67
<PAGE>




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


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

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

Proved reserves, Dec. 31, 1998                   507,493         7,768,284
   Production                                   ( 73,361)       (1,210,210)
   Sales of minerals in
      place                                     (    414)       (    3,502)
   Revision of previous
      estimates                                  173,496           343,572
                                                 -------         ---------

Proved reserves, Dec. 31, 1999                   607,214         6,898,144
   Production                                   ( 52,807)       (1,031,148)
   Sales of minerals in
      place                                     ( 13,212)       (   19,115)
   Extensions and discoveries                     10,159           432,005
   Revision of previous
      estimates                                   13,702           499,559
                                                 -------         ---------

Proved reserves, Dec. 31, 2000                   565,056         6,779,445
                                                 =======         =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 2000                             565,056         6,779,445
                                                 =======         =========



                                      F-68
<PAGE>




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

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

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

Proved reserves, Dec. 31, 1998                   119,166        1,882,355
   Production                                   ( 17,055)      (  287,724)
   Sales of minerals in
      place                                     (    110)      (      925)
   Revision of previous
      estimates                                   40,154           79,652
                                                 -------        ---------

Proved reserves, Dec. 31, 1999                   142,155        1,673,358
   Production                                   ( 12,297)      (  245,490)
   Sales of minerals in
      place                                     (  3,113)      (    4,094)
   Extensions and discoveries                      2,120          106,209
   Revision of previous
      estimates                                    3,017          116,859
                                                 -------        ---------

Proved reserves, Dec. 31, 2000                   131,882        1,646,842
                                                 =======        =========

PROVED DEVELOPED RESERVES:

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

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

   December 31, 2000                             131,882        1,646,842
                                                 =======        =========




                                      F-69
<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, 2000  relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:


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

   Future cash inflows                  $54,731,509      $38,193,621
   Future production and
      development costs                ( 12,630,008)    (  8,481,255)
                                         ----------       ----------

         Future net cash
            flows                       $42,101,501      $29,712,366

   10% discount to
      reflect timing of
      cash flows                       ( 15,934,210)    ( 11,529,575)
                                         ----------       ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $26,167,291      $18,182,791
                                         ==========       ==========




                                      F-70
<PAGE>




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

   Future cash inflows                  $23,226,933          $54,211,263
   Future production and
      development costs                (  4,379,357)        ( 10,678,778)
                                         ----------           ----------

         Future net cash
            flows                       $18,847,576          $43,532,485

   10% discount to
      reflect timing of
      cash flows                       (  7,743,723)        ( 17,207,064)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $11,103,853          $26,325,421
                                         ==========           ==========


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

   Future cash inflows                  $30,456,562          $26,194,538
   Future production and
      development costs                (  6,196,370)        (  4,481,466)
                                         ----------           ----------

         Future net cash
            flows                       $24,260,192          $21,713,072

   10% discount to
      reflect timing of
      cash flows                       (  9,868,200)        (  8,909,101)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flow                              $14,391,992          $12,803,971
                                         ==========           ==========




                                      F-71
<PAGE>




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

   Future cash inflows                  $55,931,788          $13,462,248
   Future production and
      development costs                (  9,655,989)        (  2,358,478)
                                         ----------           ----------

         Future net cash
            flows                       $46,275,799          $11,103,770

   10% discount to
      reflect timing of
      cash flows                       ( 19,014,127)        (  4,575,046)
                                         ----------           ----------

   Standardized measure
      of discounted
      future net cash
      flows                             $27,261,672          $ 6,528,724
                                         ==========           ==========


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'  future cash inflows as of December 31, 2000 were  determined
using the following year-end prices:

                              Oil (per BBL)  Gas (per Mcf)
                              -------------  -------------
                    II-A         $30.20         $5.67
                    II-B          30.24          5.59
                    II-C          30.14          5.71
                    II-D          29.36          5.66
                    II-E          30.13          5.80
                    II-F          29.54          5.77
                    II-G          29.53          5.78
                    II-H          29.53          5.80





                                      F-72
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data for 2000 and 1999 are as
      follows:
<TABLE>
<CAPTION>

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

                                                            2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                            <C>               <C>               <C>               <C>
Total Revenues                 $1,247,671        $1,414,828        $1,566,227        $1,621,445
Gross Profit (1)                  869,809         1,096,962         1,256,439         1,207,991
Net Income                        561,801           840,602         1,000,747           668,362
Limited Partners'
   Net Income
   Per Unit                          1.02              1.54              1.84              1.17



                                                            1999
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                 $  661,232        $1,039,983        $1,142,774        $1,146,067
Gross Profit (1)                  330,072           739,974           857,399           764,851
Net Income                         13,162           461,011           548,071           498,714
Limited Partners'
   Net Income
   Per Unit                           .01               .90              1.06               .97
-----------------------
(1) Total revenues less oil and gas production expenses.
</TABLE>



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





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

                                                             2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>             <C>               <C>               <C>
Total Revenues                  $853,839        $1,022,432        $1,251,513        $1,088,388
Gross Profit (1)                 614,129           785,998         1,038,148           782,416
Net Income                       414,703           620,241           875,072            93,054
Limited Partners'
   Net Income
   Per Unit                         1.08              1.62              2.30               .08



                                                             1999
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $517,543        $  570,566          $815,593        $  821,052
Gross Profit (1)                 244,119           351,968           595,093           573,438
Net Income                        18,813           163,934           387,425           430,156
Limited Partners'
   Net Income
   Per Unit                          .04               .42              1.01              1.12
----------------------
(1) Total revenues less oil and gas production expenses.
</TABLE>



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





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

                                                            2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>               <C>               <C>               <C>
Total Revenues                  $406,599          $464,746          $520,590          $567,903
Gross Profit (1)                 299,641           361,467           427,618           466,642
Net Income                       206,292           282,958           353,916           175,971
Limited Partners'
   Net Income
   Per Unit                         1.18              1.63              2.04               .89



                                                            1999
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $242,182          $284,390          $381,081          $397,934
Gross Profit (1)                 131,018           190,872           289,165           254,210
Net Income                        23,441            95,714           186,969           195,247
Limited Partners'
   Net Income
   Per Unit                          .11               .52              1.06              1.13
----------------------
(1) Total revenues less oil and gas production expenses.
</TABLE>



                                      F-75
<PAGE>
<TABLE>
<CAPTION>





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

                                                            2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>               <C>             <C>               <C>
Total Revenues                  $835,689          $881,896        $1,156,941        $1,432,002
Gross Profit (1)                 607,460           628,198           931,389         1,202,170
Net Income                       422,163           477,620           790,177           889,869
Limited Partners'
   Net Income
   Per Unit                         1.19              1.35              2.24              2.49



                                                            1999
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $508,499          $660,547          $709,002        $  772,543
Gross Profit (1)                 222,950           411,322           516,049           393,487
Net Income                        14,999           215,123           326,092           190,488
Limited Partners'
   Net Income                        .03               .59               .90               .51
   Per Unit
----------------------
(1) Total revenues less oil and gas production expenses.
</TABLE>



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





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

                                                            2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>               <C>               <C>               <C>
Total Revenues                  $516,180          $669,309          $979,150          $754,784
Gross Profit (1)                 396,887           505,407           833,493           604,571
Net Income                       233,825           369,477           685,768           416,391
Limited Partners'
   Net Income
   Per Unit                          .89              1.43              2.66              1.60


                                                            1999
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $331,809          $500,940          $494,676          $521,211
Gross Profit (1)                 184,076           387,467           367,389           351,815
Net Income (Loss)              (   7,580)          207,526           199,290           264,921
Limited Partners'
   Net Income(Loss)
   Per Unit                        ( .05)              .84               .75              1.03
----------------------
(1) Total revenues less oil and gas production expenses.

</TABLE>


                                      F-77
<PAGE>

<TABLE>
<CAPTION>



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

                                                            2000
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>               <C>               <C>               <C>
Total Revenues                  $519,367          $580,750          $620,485          $690,670
Gross Profit (1)                 404,761           482,599           529,734           581,563
Net Income                       274,730           380,419           425,092           500,539
Limited Partners'
   Net Income
   Per Unit                         1.41              1.97              2.20              2.62



                                                            1999
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $396,908          $378,643          $456,306          $441,717
Gross Profit (1)                 238,907           299,555           361,940           321,825
Net Income                        67,399           168,782           239,154           238,162
Limited Partners'
   Net Income
   Per Unit                          .30               .84              1.22              1.23
----------------------
(1) Total revenues less oil and gas production expenses.

</TABLE>


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





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

                                                            2000
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                           <C>                <C>               <C>               <C>
Total Revenues                $1,065,655         $1,269,929        $1,317,932        $1,468,690
Gross Profit (1)                 820,768          1,057,826         1,123,874         1,234,402
Net Income                       538,443            838,513           898,945         1,062,660
Limited Partners'
   Net Income
   Per Unit                         1.27               2.00              2.15              2.55



                                                            1999
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                $  857,799         $  856,482        $  892,739        $  938,522
Gross Profit (1)                 520,957            684,529           692,955           681,872
Net Income                       148,296            404,241           432,943           496,574
Limited Partners'
   Net Income
   Per Unit                          .35               1.02              1.09              1.25
----------------------
(1) Total revenues less oil and gas production expenses.

</TABLE>


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





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

                                                            2000
                              -----------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

<S>                             <C>               <C>               <C>               <C>
Total Revenues                  $228,423          $317,504          $314,324          $349,821
Gross Profit (1)                 170,102           265,369           267,339           293,308
Net Income                       102,747           211,950           212,628           251,137
Limited Partners'
   Net Income
   Per Unit                         1.05              2.18              2.20              2.45



                                                            1999
                              ------------------------------------------------------------------
                                 First             Second             Third            Fourth
                                Quarter            Quarter           Quarter           Quarter
                              -----------        -----------       -----------       -----------

Total Revenues                  $199,439          $199,466          $223,091          $218,965
Gross Profit (1)                 119,398           157,922           174,149           156,834
Net Income                        31,921            90,378           111,719           108,940
Limited Partners'
   Net Income
   Per Unit                          .31               .92              1.14              1.12
----------------------
(1) Total revenues less oil and gas production expenses.

</TABLE>



                                      F-80
<PAGE>






                               INDEX TO EXHIBITS
                               -----------------


Number      Description
------      -----------

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

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

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

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

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

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

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




                                      F-81
<PAGE>



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

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

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

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

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

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

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




                                      F-82
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                      F-83
<PAGE>




            All other Exhibits are omitted as inapplicable.

      ----------

      * Filed herewith.


                                      F-84