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

For the fiscal year ended December 31, 2006

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 if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act.

            Yes         No     X
                  -----       -----



                                      -1-
<PAGE>



      Indicate by check mark if the  Registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

            Yes         No     X
                  -----       -----

      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
                  -----       -----

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

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

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer,  an accelerated  filer,  or a  non-accelerated  filer.  See definition of
"accelerated  filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act (check one):

            -----  Large accelerated filer

            -----  Accelerated filer

              X    Non-accelerated filer
            -----


      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).

            Yes         No     X
                  -----       -----

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


                  DOCUMENTS INCORPORATED BY REFERENCE:  None



                                      -2-
<PAGE>



                                   FORM 10-K
                               TABLE OF CONTENTS



PART I.......................................................................4
      ITEM 1.     BUSINESS...................................................4
      ITEM 1A.    RISK FACTORS...............................................9
      ITEM 1B.    UNRESOLVED STAFF COMMENTS.................................16
      ITEM 2.     PROPERTIES................................................16
      ITEM 3.     LEGAL PROCEEDINGS.........................................37
      ITEM 4.     SUBMISSION OF MATTERS TO A VOTE
                  OF LIMITED PARTNERS.......................................38

PART II.....................................................................38
      ITEM 5.     MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS,
                  AND ISSUER PURCHASES OF UNITS.............................38
      ITEM 6.     SELECTED FINANCIAL DATA...................................41
      ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.......................51
      ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                  MARKET RISK...............................................86
      ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............87
      ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.......................87
      ITEM 9A.    CONTROLS AND PROCEDURES...................................87
      ITEM 9B.    OTHER INFORMATION.........................................88


PART III....................................................................88
      ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
                  AND CORPORATE GOVERNANCE..................................88
      ITEM 11.    EXECUTIVE COMPENSATION....................................90
      ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT....................................100
      ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                  AND DIRECTOR INDEPENDENCE................................102
      ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES...................104

PART IV....................................................................105
      ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES...............105
      SIGNATURES...........................................................128




                                      -3-
<PAGE>




                                    PART I.

ITEM 1.      BUSINESS

      General

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

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

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

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

      The  General  Partner  currently  serves as general  partner of 26 limited
partnerships including the Partnerships, and is a wholly-owned
subsidiary of Samson Investment Company.  Samson



                                      -4-
<PAGE>



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, 2006, Samson owned interests
in  approximately  12,000  oil and gas wells  located in 19 states of the United
States,  Alberta  Canada and the United Kingdom North Sea. At December 31, 2006,
Samson  operated  approximately  4,000 oil and gas wells located in 15 states of
the United States and Alberta Canada.

      Until liquidation (See "Partnership  Termination" below), the Partnerships
are  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,  2007,  Samson  employed  approximately  1,200  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 and  Corporate
Governance."

      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].


      Partnership Termination

      Pursuant to the terms of the partnership  agreements for the  Partnerships
(the  "Partnership  Agreements")  the  Partnerships  would  have  terminated  on
December 31, 2001. However, the Partnership  Agreements provide that the General
Partner may extend the term of each  Partnership  for up to five  periods of two
years each. The General Partner has extended the terms of the  Partnerships  for
their third two-year  extension  thereby  extending  their  termination  date to
December 31, 2007. On February 5, 2007,  the General  Partner mailed a notice to
the limited partners  announcing that the Partnerships will terminate at the end
of their current term,  December 31, 2007. See "Item 7. Management's  Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations"  for more
information regarding the termination and liquidation of the Partnerships.




                                      -5-
<PAGE>



      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.


      Principal Products Produced and Services Rendered

      The  Partnerships'  sole  business  is  the  production  of,  and  related
incidental  development  of,  oil and gas.  The  Partnerships  do not  refine or
otherwise  process crude oil and  condensate.  The  Partnerships do not hold any
patents,  trademarks,  licenses,  or  concessions  and are  not a  party  to any
government  contracts.  The  Partnerships  have no  backlog of orders and do not
participate in research and development  activities.  The  Partnerships  are not
presently  encountering  shortages  of  oilfield  tubular  goods,   compressors,
production material, or other equipment.  However,  substantial increases in the
global  price  of  steel  as well as  increases  in the  prices  for oil and gas
supplies and services  will further  increase the costs of any future  workover,
recompletion or drilling activities conducted by the Partnerships.


      Competition and Marketing

      The primary source of liquidity and Partnership cash  distributions  comes
from the net revenues  generated  from the sale of oil and gas produced from the
Partnerships' oil and gas properties.  During the past year, the sale of oil and
gas properties has also generated significant revenues for the Partnerships. The
level of net  revenues  is highly  dependent  upon the total  volumes of oil and
natural gas sold. Oil and gas reserves are depleting  assets and will experience
production declines over time, thereby likely resulting in reduced net revenues.
The level of net revenues is also highly  dependent upon the prices received for
oil and gas sales,  which prices have  historically  been very  volatile and may
continue to be so. Additionally, lower oil and natural gas prices may reduce the
amount of oil and gas that is economic  to produce and reduce the  Partnerships'
revenues and cash flow.  Various factors beyond the  Partnerships'  control will
affect prices for oil and natural gas, such as:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The ability of the members of the  Organization of Petroleum  Exporting
         Countries ("OPEC") to agree upon and maintain oil prices and production
         quotas;
      *  Political  instability  or armed conflict in  oil-producing  regions or
         around major shipping areas;



                                      -6-
<PAGE>




      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      * The effect of worldwide energy conservation.

      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  or may experience only a gradual decline, thus
adversely  affecting  net revenues as either  production  or oil and natural gas
prices decline.  In any particular  period, net revenues may also be affected by
either  the  receipt  of  proceeds  from  property  sales  or the  incursion  of
additional  costs  as a  result  of  well  workovers,  recompletions,  new  well
drilling, and other events.

      As discussed in "Item 7. Management's Discussion and Analysis of Financial
Condition  and  Results of  Operations,"  the  Partnerships  will  terminate  on
December 31, 2007. The volumes, pricing, and expense factors discussed above may
also impact the price the Partnerships  receive for their oil and gas properties
in connection with the liquidation of the Partnerships' assets.


      Significant Customers

      The  following  customers  accounted  for  ten  percent  or  more  of  the
Partnerships' oil and gas sales during the year ended December 31, 2006:

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

   II-A          BP America Production Company                      15.9%

   II-B          Citation Oil & Gas Corp. ("Citation")              16.4%

   II-C          Citation                                           13.6%

   II-D          Vintage Petroleum, Inc.                            10.6%

   II-E          Atlas Pipeline Mid-Continent LLC                   12.9%

   II-F          Duke Energy Field Services, Inc. ("Duke")          10.9%

   II-G          Duke                                               11.1%

   II-H          Duke                                               11.4%



                                      -7-
<PAGE>





      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.


      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.



                                      -8-
<PAGE>




      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  the   protection  of   environmental,
biological,  cultural and  aesthetic  resources.  Compliance  with such laws and
regulations,  together  with any penalties  resulting  from  noncompliance,  may
increase  the  cost  of  the   Partnerships'   operations   or  may  affect  the
Partnerships'   ability  to  timely  complete  existing  or  future  activities.
Management  anticipates  that various local,  state,  and federal  environmental
control agencies will have an increasing impact on oil and gas operations.


      Insurance Coverage

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



ITEM 1A.    RISK FACTORS

      The following factors,  among others, could cause actual results to differ
materially  from those  contained  in  forward-looking  statements  made in this
report and presented  elsewhere from time to time.  Such factors,  among others,
may have a material adverse effect upon the  Partnerships'  business,  financial
condition, and results of operations.

      The  following  discussion of risk factors  should be read in  conjunction
with the  combined  financial  statements  and related  notes  included  herein.
Because of these and other  factors,  past financial  performance  should not be
considered an indication of future performance.


      Termination of Partnerships in 2007
      -----------------------------------

      The Partnerships will terminate on December 31, 2007. Upon termination, we
will sell the  Partnerships'  properties.  There is no assurance that the market
for the Partnerships' properties



                                      -9-
<PAGE>



will be favorable at that time.  The market for oil and gas properties is highly
dependent on current and anticipated future prices for oil and gas. These prices
fluctuate  due  to a  number  of  uncontrollable  factors  as  described  in the
following paragraph.  A decrease in oil and gas prices and/or anticipated future
oil and gas prices would probably  depress the market for oil and gas properties
and result in lowered sales proceeds to the Partnerships.


      Oil and Natural Gas Prices Fluctuate Due to a Number of
      -------------------------------------------------------
      Uncontrollable Factors, and Any Decline Will Adversely
      ------------------------------------------------------
      Affect the Partnerships' Financial Condition.
      ---------------------------------------------

      The  Partnerships'  results of  operations  depend  upon the  prices  they
receive  for  their  oil and  natural  gas as well as the  sales  of oil and gas
properties  pursuant to the liquidation plan described in "Item 7.  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations."  We
sell most of the  Partnerships'  oil and natural  gas liquids at current  market
prices rather than through fixed-price contracts.  Historically, the markets for
oil and natural gas have been  volatile  and are likely to remain so. The prices
we receive depend upon factors beyond our control, including:

         *  Worldwide and domestic supplies of oil and natural gas;
         *  The  ability  of  the members of OPEC to agree upon and maintain oil
            prices and production quotas;
         *  Political instability or  armed conflict in oil-producing regions or
            around major shipping areas;
         *  The level of consumer demand and overall economic activity;
         *  The competitiveness of alternative fuels;
         *  Weather conditions and the impact of weather-related events;
         *  The availability and proximity of pipelines for transportation;
         *  Domestic and foreign government regulations and taxes;
         *  Market expectations; and
         *  The effect of worldwide energy conservation.

      Government  regulations,  such as regulation of natural gas transportation
and price controls,  can affect product prices.  These external  factors and the
volatile  nature of the energy  markets make it  difficult to reliably  estimate
future prices of oil and natural gas.

      Any  decline  in  oil  and  natural  gas  prices  adversely   affects  the
Partnerships'  financial  condition.  If the oil and  gas  industry  experiences
significant  price declines,  the Partnerships may not be able to maintain their
current level of cash



                                      -10-
<PAGE>



distributions.  See "Item 1.  Business-Competition  and  Marketing" and "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations." Furthermore,  significant price declines will negatively affect the
ultimate cash received upon the sale of oil and gas properties in liquidation of
the Partnerships.


      Reserve Estimates Depend on Many Assumptions That May Turn
      ----------------------------------------------------------
      Out to be Inaccurate.  Any Material Inaccuracies in the
      -------------------------------------------------------
      Partnerships' Reserve Estimates or Underlying Assumptions
      ---------------------------------------------------------
      Could Cause the Quantities and Net Present Value of Their
      ---------------------------------------------------------
      Reserves to be Overstated.
      --------------------------

      Estimating  quantities of proved oil and natural gas reserves is a complex
process.  It requires  interpretations  of available  technical data and various
assumptions, including assumptions relating to economic factors. Any significant
inaccuracies  in these  interpretations  or  assumptions or changes of condition
could cause the quantities and net present value of the  Partnerships'  reserves
to be overstated.

      To prepare  estimates  of  economically  recoverable  oil and  natural gas
reserves and future net cash flows,  we analyze many variable  factors,  such as
historical  production from the area compared with  production  rates from other
producing areas. We also analyze available geological,  geophysical,  production
and engineering  data, and the extent,  quality and reliability of this data can
vary.  The process  also  involves  economic  assumptions  relating to commodity
prices,  production costs,  severance and excise taxes, capital expenditures and
workover  and  remedial  costs.  Actual  results  most likely will vary from our
estimates.  Any significant  variance could reduce the estimated  quantities and
present value of reserves shown in this annual report.

      You should not assume that the present value of future net cash flows from
the  Partnerships'  proved  reserves  shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities  and Exchange  Commission  requirements,  the  Partnerships  base the
estimated  discounted future net cash flows from their proved reserves on prices
and costs on the date of the  estimate.  Actual  current  and future  prices and
costs may differ  materially  from those used in the earlier  net present  value
estimate,  and as a result, net present value estimates using current prices and
costs may be  significantly  less than the earlier estimate which is provided in
this annual  report.  See "Item 2.  Properties-Proved  Reserves  and Net Present
Value."



                                      -11-
<PAGE>



      We have  included in Note 7 to the financial  statements  included in this
Annual  Report  on  Form  10-K  unaudited   combined   balance  sheets  for  the
Partnerships  which are  prepared on a  liquidation  basis,  rather than a going
concern basis, due to the Partnerships'  termination on December 31, 2007. While
these balance  sheets are prepared  with the intent of showing fair value,  they
are also based on estimates regarding future net cash flows until the properties
are sold as well as the prices which may be received for the properties  through
the liquidation  process.  Actual current and future prices and costs as well as
the prices  buyers are  willing to pay at the time the  properties  are sold may
differ  materially  from the estimates used in the  preparation of the unaudited
liquidation basis combined balance sheets.


      Drilling Oil and Natural Gas Wells is a High-Risk Activity
      ----------------------------------------------------------
      and Subjects Us to a Variety of Factors That We Cannot
      ------------------------------------------------------
      Control.
      --------

      Drilling oil and natural gas wells,  including development wells, involves
numerous  risks,  including  the risk that the  Partnerships  may not  encounter
commercially  productive oil and natural gas reservoirs.  While the Partnerships
do not expend a significant portion of their capital on drilling activities,  to
the extent  they do drill wells this can be a  significant  risk factor to them.
They may not recover all or any portion of their  investment  in new wells.  The
presence  of   unanticipated   pressures  or   irregularities   in   formations,
miscalculations  or  accidents  may  cause  their  drilling   activities  to  be
unsuccessful  and  result  in a total  loss  of  investment.  Further,  drilling
operations  may be  curtailed,  delayed or  canceled as a result of a variety of
factors, including:

         *  Unexpected drilling conditions;
         *  Title problems;
         *  Restricted access to land for drilling or laying pipeline;
         *  Pressure or irregularities in formations;
         *  Equipment failure or accidents;
         *  Adverse weather conditions; and
         *  Costs of, or shortages or delays in the  availability  of,  drilling
            rigs, tubular materials and equipment.




                                      -12-
<PAGE>



      The Marketability of the Partnerships' Production is
      ----------------------------------------------------
      Dependent upon Transportation and Processing Facilities Over
      ------------------------------------------------------------
      Which We Have No Control.
      -------------------------

      The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing  facilities.  Any significant  change in market factors affecting
these  infrastructure  facilities  could harm their business.  The  Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not  own.  These  facilities  may  be  temporarily  unavailable  due  to  market
conditions or mechanical reasons, or may not be available to us in the future.


      Reliance on Third Party Operators
      ---------------------------------

      A  substantial  portion of the  Partnerships'  properties  are operated by
third  parties.   The  Partnerships  have  little,  if  any,  control  over  the
operational  decisions and costs associated with these properties.  In addition,
the  Partnerships  are totally  reliant on the third party  operators'  internal
controls associated with the operators' accounting for revenues and expenses.


      No Market for Units
      -------------------

      The Partnerships'  Units are not listed on any exchange or national market
system,  and there is no established  public trading market for them.  Secondary
market   activity   for  the  Units  has  been  limited  and  varies  among  the
Partnerships.  The General  Partner's annual  repurchase offer was terminated on
March 9, 2007 in anticipation of the  Partnership's  termination at December 31,
2007.  Therefore,  you may only sell your Units via (i) occasional  "4.9% tender
offers" which are made for the Units and (ii) transfers facilitated by secondary
trading firms and matching  services.  To ensure that the proper parties receive
their share of the Partnerships'  liquidation proceeds, the General Partner will
not accept,  process, or recognize any transfers of Units (with the exception of
certain  transactions  between  related  persons) for which  completed  transfer
documentation  is not mailed to the General Partner with a postmark on or before
June 30, 2007. Accordingly,  there will be no market for the Partnerships' Units
after June 30, 2007. See "Item 5. Market for Units and Related  Limited  Partner
Matters."




                                      -13-
<PAGE>



      The Partnerships are Subject to Complex Federal, State and
      ----------------------------------------------------------
      Local Laws and Regulations that Could Adversely Affect Their
      ------------------------------------------------------------
      Business
      --------

      Extensive federal,  state and local regulation of the oil and gas industry
significantly  affects the  Partnerships'  operations.  In particular,  they are
subject to stringent environmental  regulations.  These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:

         *  Discharge permits for drilling operations;
         *  Drilling bonds;
         *  Spacing of wells;
         *  Unitization and pooling of properties;
         *  Environmental protection;
         *  Reports concerning operations; and
         *  Taxation.

      Under these laws and regulations, the Partnerships could be liable for:

         *  Personal injuries;
         *  Property damage;
         *  Oil spills;
         *  Discharge of hazardous materials;
         *  Reclamation costs;
         *  Remediation and clean-up costs; and
         *  Other environmental damages.

      While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1. Business."




                                      -14-
<PAGE>



      Conflicts of Interest
      ---------------------

      Direct and indirect  conflicts of interests  exist among the  Partnerships
and among a Partnership and the General Partner and its affiliates.  The General
Partner and its  affiliates  engage in many aspects of the oil and gas business,
including  acting as a general  partner  of a number of  affiliated  oil and gas
limited  partnerships.  The  General  Partner and its  affiliates  may engage in
transactions  with a Partnership,  and  Partnerships  will frequently  engage in
transactions with other oil and gas limited partnerships.  These conflicts could
relate to the sale of oil and gas properties in the normal course of business as
well as in the  liquidation  process.  See "Item 13. Certain  Relationships  and
Related Transactions and Director Independence."


      Payments to the General Partner
      -------------------------------

      The General Partner receives reimbursements for General and Administrative
Expenses.  The  General  Partner  also  receives  a share  of  Partnership  cash
distributions.  See "Item 11.  Executive  Compensation"  and "Item 8.  Financial
Statements and Supplementary Data."


      Financial Capability of General Partner
      ---------------------------------------

      The General Partner has limited  financial  resources.  Contingencies  may
arise which will require  funding beyond its financial  resources.  Even if such
financial  resources are available,  the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.


      Liability and Indemnification of General Partner and Related
      ------------------------------------------------------------
      Parties
      -------

      Although the General Partner  generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially  satisfied from  Partnership  assets.  The Partnership
Agreements also provide,  subject to certain  conditions,  that the Partnerships
will reimburse  (i.e.  "indemnify")  the General  Partner and its affiliates for
certain costs, claims and expenses.




                                      -15-
<PAGE>




ITEM 1B.    UNRESOLVED STAFF COMMENTS

      None.


ITEM 2.     PROPERTIES

      Well Statistics

      The  following  table  sets forth the  number of  productive  wells of the
Partnerships as of December 31, 2006.

                         Well Statistics(1)
                       As of December 31, 2006

        Number of Gross Wells(2)     Number of Net Wells(3)
        ------------------------     ----------------------
        P/ship  Total  Oil  Gas        Total   Oil    Gas
        ------  -----  ---  ---        -----  -----  -----
         II-A    996   741  255        41.66  25.44  16.22
         II-B    201    89  112        24.30  12.62  11.68
         II-C    281   104  177         9.04   2.58   6.46
         II-D    206    71  135        22.17   2.05  20.12
         II-E    793   548  245         8.72   1.62   7.10
         II-F    834   578  256        11.19   2.69   8.50
         II-G    834   578  256        24.07   5.68  18.39
         II-H    834   578  256         5.86   1.34   4.52

---------------
(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.


      Drilling Activities

      During the year ended  December 31,  2006,  the  Partnerships  directly or
indirectly participated in the drilling activities described below.







                                      -16-
<PAGE>



II-A PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bateman 28 #2            Culberson   TX      -      0.00562   Gas    Shut-in
Belt Properties #1-8     Pittsburg   OK      -      0.00910   Gas    Producing
Belt Properties #3-8     Pittsburg   OK      -      0.00380   Gas    In Progress
Baughn #2-18             Stephens    OK      -      0.00005   Gas    Producing
Baughn #4-18             Stephens    OK      -      0.00005   Gas    Producing
Carolyn Jo #1-25         Grady       OK      -      0.00257   Gas    In Progress
Geuin #2-8H              Pittsburg   OK      -      0.00380   Gas    Producing
Green #2-18              Stephens    OK      -      0.00005   Gas    Producing
Schrock #5-9             Custer      OK      -      0.02144   Gas    Producing
Shurley RR 1C #1         Sutton      TX      -      0.00159   Gas    Producing
Shurley RR 1C-2          Sutton      TX      -      0.00159   Gas    Producing
Sparks #3-11             Latimer     OK      -      0.02642   Gas    Producing



II-B PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bateman 28 #2            Culberson   TX      -      0.00786   Gas    Shut-in
Shurley RR 1C #1         Sutton      TX      -      0.00260   GAS    Producing
Shurley RR 1C-2          Sutton      TX      -      0.00260   GAS    Producing




                                      -17-
<PAGE>



II-C PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bateman 28 #2            Culberson   TX      -      0.00337   Gas    Shut-in
Haley #4-31              Beckham     OK      -      0.00837   Gas    Producing
Haley #5-31              Beckham     OK      -      0.00837   Gas    Producing
Janet Federal #7-34      Sweetwater  WY      -      0.00037   Gas    Producing
Mansfield #1-5           Canadian    OK      -      0.00083   Gas    Producing
Peanut Ray #16-4-HLID    Richland    MT      -      0.00009   Gas    Producing
Rocky-Rosemary 29-14-H   Richland    MT      -      0.00133   Gas    Producing
Shurley RR 1C #1         Sutton      TX      -      0.00112   Gas    Producing
Shurley RR 1C-2          Sutton      TX      -      0.00112   Gas    Producing
Viper #1-2               Stephens    OK      -      0.00767   Gas    Producing



II-D PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bateman 28 #2            Culberson   TX      -      0.01184   Gas    Shut-in
Haley #4-31              Beckham     OK      -      0.00982   Gas    Producing
Haley #5-31              Beckham     OK      -      0.00982   Gas    Producing
Janet Federal #7-34      Sweetwater  WY      -      0.00385   Gas    Producing
Mansfield #1-5           Canadian    OK      -      0.00096   Gas    Producing
Peanut Ray #16-4-HLID    Richland    MT      -      0.00098   Gas    Producing
Rocky-Rosemary 29-14-H   Richland    MT      -      0.01398   Gas    Producing
Viper #1-2               Stephens    OK      -      0.00880   Gas    Producing





                                      -18-
<PAGE>




II-E PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bateman 28 #2            Culberson   TX      -      0.02404   Gas    Shut-in
Bennett A #1             Yoakum      TX      -      0.00026   Oil    Producing
Cochran #1               Pecos       TX      -      0.00052   Gas    Producing
Daberry #8-1             Wheeler     TX      -      0.00110   Gas    Producing
Hester 12-4              Lea         NM      -      0.00038   Oil    Producing
Hester #12-5             Lea         NM      -      0.00038   Gas    In Progress
Hester 12 6              Lea         NM      -      0.00038   Oil    Shut-in
Hoyt #1C (DK)            Rio Arriba  NM      -      0.00006   Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -      0.00018   Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -      0.00056   Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -      0.00008   Gas    Producing
Marshall #1              Howard      TX      -      0.00415   Gas    Shut-in
Miers W A #19            Sutton      TX      -      0.00013   Gas    Producing
Pettitfils J.D. A #12    Mitchell    TX      -      0.00173   Oil    In Progress
Simpson Canyon #2027     Crockett    TX      -      0.00184   Oil    Producing
Simpson Canyon #3044     Crockett    TX      -      0.00415   Oil    Producing
Smith 18 #1              Lynn        TX      -      0.00104   Gas    Dryhole
Southland Royalty D #4   Andrews     TX    0.00415  0.00415   Oil    Producing
Tafoya #35-5             San Juan    NM      -      0.00107   Gas    Producing
Wilson A #3              Roger Mills OK    0.00009  0.00009   Gas    Producing




                                      -19-
<PAGE>




II-F PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bennett A #1             Yoakum      TX      -      0.00063   Oil    Producing
Cochran #1               Pecos       TX      -      0.00127   Gas    Producing
Daberry #8-1             Wheeler     TX      -      0.00269   Gas    Producing
Hester 12-4              Lea         NM      -      0.00094   Oil    Producing
Hester #12-5             Lea         NM      -      0.00094   Gas    In Progress
Hester 12 6              Lea         NM      -      0.00094   Oil    Shut-in
Hoyt #1C (DK)            Rio Arriba  NM      -      0.00002   Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -      0.00007   Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -      0.00022   Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -      0.00003   Gas    Producing
Marshall #1              Howard      TX      -      0.01014   Gas    Shut-in
Miers W A #19            Sutton      TX      -      0.00032   Gas    Producing
Oliver #1                McClain     OK      -      0.00184   Oil    Producing
Pettitfils J.D. A #12    Mitchell    TX      -      0.00423   Oil    In Progress
Simpson Canyon #2027     Crockett    TX      -      0.00451   Oil    Producing
Simpson Canyon #3044     Crockett    TX      -      0.01014   Oil    Producing
Smith 18 #1              Lynn        TX      -      0.00254   Gas    Dryhole
Southland Royalty D #4   Andrews     TX    0.01014  0.01014   Oil    Producing
Tafoya #35-5             San Juan    NM      -      0.00042   Gas    Producing
Wilson A #3              Roger Mills OK    0.00021  0.00021   Gas    Producing





                                      -20-
<PAGE>




II-G PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bennett A #1             Yoakum      TX      -       0.00133  Oil    Producing
Cochran #1               Pecos       TX      -       0.00265  Gas    Producing
Daberry #8-1             Wheeler     TX      -       0.00562  Gas    Producing
Hester 12-4              Lea         NM      -       0.00197  Oil    Producing
Hester #12-5             Lea         NM      -       0.00197  Gas    In Progress
Hester 12 6              Lea         NM      -       0.00197  Oil    Shut-in
Hoyt #1C (DK)            Rio Arriba  NM      -       0.00007  Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -       0.00023  Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -       0.00073  Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -       0.00010  Gas    Producing
Marshall #1              Howard      TX      -       0.02121  Gas    Shut-in
Miers W A #19            Sutton      TX      -       0.00068  Gas    Producing
Oliver #1                McClain     OK      -       0.00416  Oil    Producing
Pettitfils J.D. A #12    Mitchell    TX      -       0.00884  Oil    In Progress
Simpson Canyon #2027     Crockett    TX      -       0.00942  Oil    Producing
Simpson Canyon #3044     Crockett    TX      -       0.02121  Oil    Producing
Smith 18 #1              Lynn        TX      -       0.00530  Gas    Dryhole
Southland Royalty D #4   Andrews     TX   0.02121    0.02121  Oil    Producing
Tafoya #35-5             San Juan    NM      -       0.00139  Gas    Producing
Wilson A #3              Roger Mills OK   0.00043    0.00043  Gas    Producing




                                      -21-
<PAGE>




II-H PARTNERSHIP
---------------
                                          WORKING   REVENUE
WELL NAME                COUNTY      ST.  INTEREST  INTEREST  TYPE   STATUS
---------                ------      ---  --------  --------  ----   ------
Bennett A #1             Yoakum      TX      -      0.00031   Oil    Producing
Cochran #1               Pecos       TX      -      0.00061   Gas    Producing
Daberry #8-1             Wheeler     TX      -      0.00130   Gas    Producing
Hester 12-4              Lea         NM      -      0.00045   Oil    Producing
Hester #12-5             Lea         NM      -      0.00045   Gas    In Progress
Hester 12 6              Lea         NM      -      0.00045   Oil    Shut-in
Hoyt #1C (DK)            Rio Arriba  NM      -      0.00003   Gas    In Progress
Hoyt #1C (MV)            Rio Arriba  NM      -      0.00009   Gas    Shut-in
Jenny #1C                Rio Arriba  NM      -      0.00029   Gas    Producing
Jicarilla B #1B          Rio Arriba  NM      -      0.00004   Gas    Producing
Marshall #1              Howard      TX      -      0.00491   Gas    Shut-in
Miers W A #19            Sutton      TX      -      0.00016   Gas    Producing
Oliver #1                McClain     OK      -      0.00110   Oil    Producing
Pettitfils J.D. A #12    Mitchell    TX      -      0.00204   Oil    In Progress
Simpson Canyon #2027     Crockett    TX      -      0.00218   Oil    Producing
Simpson Canyon #3044     Crockett    TX      -      0.00491   Oil    Producing
Smith 18 #1              Lynn        TX      -      0.00123   Gas    Dryhole
Southland Royalty D #4   Andrews     TX   0.00491   0.00491   Oil    Producing
Tafoya #35-5             San Juan    NM      -      0.00055   Gas    Producing
Wilson A #3              Roger Mills OK   0.00010   0.00010   Gas    Producing





                  [Remainder of Page Intentionally Left Blank]





                                      -22-
<PAGE>



      Oil and Gas Production, Revenue, and Price History

      The following tables set forth certain historical  information  concerning
the oil  (including  condensates)  and  gas  production,  net of all  royalties,
overriding  royalties,  and other third party  interests,  of the  Partnerships,
revenues   attributable  to  such   production,   and  certain  price  and  cost
information.  As used in the tables,  direct  operating  expenses  include lease
operating  expenses  and  production  taxes.  In  addition,  gas  production  is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated  relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices.  The respective  prices of
oil and gas are  affected  by market and other  factors in  addition to relative
energy content.

                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           37,392         39,917         46,952
   Gas (Mcf)                           521,593        579,253        572,607

Oil and gas sales:
   Oil                              $2,362,844     $2,152,712     $1,746,917
   Gas                               3,381,948      4,185,234      3,103,144
                                     ---------      ---------      ---------
     Total                          $5,744,792     $6,337,946     $4,850,061
                                     =========      =========      =========
Total direct operating
   expenses                         $1,403,073     $1,369,249     $1,218,577
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.4%          21.6%          25.1%

Average sales price:
   Per barrel of oil                    $63.19         $53.93         $37.21
   Per Mcf of gas                         6.48           7.23           5.42

Direct operating expenses per
   equivalent Bbl of oil                $11.29         $10.03         $ 8.56

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -23-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           26,629         30,421         32,490
   Gas (Mcf)                           464,235        489,345        511,944

Oil and gas sales:
   Oil                              $1,711,719     $1,639,354     $1,263,451
   Gas                               2,895,111      3,426,412      2,612,190
                                     ---------      ---------      ---------
     Total                          $4,606,830     $5,065,766     $3,875,641
                                     =========      =========      =========
Total direct operating
   expenses                         $1,324,302     $1,116,478     $  972,752
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         28.7%          22.0%          25.1%

Average sales price:
   Per barrel of oil                    $64.28         $53.89         $38.89
   Per Mcf of gas                         6.24           7.00           5.10

Direct operating expenses per
   equivalent Bbl of oil                $12.73          $9.97         $ 8.26

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -24-
<PAGE>



                               Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           12,078         14,075         14,712
   Gas (Mcf)                           277,010        310,311        290,665

Oil and gas sales:
   Oil                              $  773,796     $  756,533     $  573,692
   Gas                               1,722,216      2,164,810      1,470,413
                                     ---------      ---------      ---------
     Total                          $2,496,012     $2,921,343     $2,044,105
                                     =========      =========      =========
Total direct operating
   expenses                         $  662,888     $  581,032     $  499,136
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         26.6%          19.9%          24.4%

Average sales price:
   Per barrel of oil                    $64.07         $53.75         $38.99
   Per Mcf of gas                         6.22           6.98           5.06

Direct operating expenses per
   equivalent Bbl of oil                $11.38         $ 8.83         $ 7.90

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -25-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                           14,674         15,976         18,587
   Gas (Mcf)                           630,550        722,142        645,031

Oil and gas sales:
   Oil                              $  875,017     $  812,260     $  718,264
   Gas                               3,816,436      5,146,998      3,299,228
                                     ---------      ---------      ---------
     Total                          $4,691,453     $5,959,258     $4,017,492
                                     =========      =========      =========
Total direct operating
   expenses                         $1,109,260     $1,097,388     $  977,515
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         23.6%          18.4%          24.3%

Average sales price:
   Per barrel of oil                    $59.63         $50.84         $38.64
   Per Mcf of gas                         6.05           7.13           5.11

Direct operating expenses per
   equivalent Bbl of oil                 $9.26         $ 8.05         $ 7.75

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -26-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                            4,592          4,507          4,519
   Gas (Mcf)                           334,024        349,889        343,209

Oil and gas sales:
   Oil                              $  286,603     $  238,623     $  169,989
   Gas                               2,019,105      2,551,195      1,789,882
                                     ---------      ---------      ---------
     Total                          $2,305,708     $2,789,818     $1,959,871
                                     =========      =========      =========
Total direct operating
   expenses                         $  697,023     $  517,860     $  471,599
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         30.2%          18.6%          24.1%

Average sales price:
   Per barrel of oil                    $62.41         $52.94         $37.62
   Per Mcf of gas                         6.04           7.29           5.22

Direct operating expenses per
   equivalent Bbl of oil                $11.57         $ 8.24         $ 7.64

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -27-
<PAGE>




                              Net Production Data

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

                                             Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                            3,349          3,222          2,938
   Gas (Mcf)                           221,303        226,924        268,980

Oil and gas sales:
   Oil                              $  202,585     $  169,339     $  107,070
   Gas                               1,340,936      1,597,075      1,319,069
                                     ---------      ---------      ---------
     Total                          $1,543,521     $1,766,414     $1,426,139
                                     =========      =========      =========
Total direct operating
   expenses                         $  380,933     $  308,192     $  264,205
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.7%          17.4%          18.5%

Average sales price:
   Per barrel of oil                    $60.49         $52.56         $36.44
   Per Mcf of gas                         6.06           7.04           4.90

Direct operating expenses per
   equivalent Bbl of oil                $ 9.47         $ 7.51         $ 5.53

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -28-
<PAGE>




                              Net Production Data

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

                                              Year Ended December 31,
                                    ----------------------------------------
                                       2006           2005(1)        2004(1)
                                    ----------     ----------     ----------
Production:
   Oil (Bbls)                            7,078          6,850          6,219
   Gas (Mcf)                           478,646        484,309        576,725

Oil and gas sales:
   Oil                              $  428,657     $  360,303     $  226,811
   Gas                               2,897,126      3,435,271      2,841,472
                                     ---------      ---------      ---------
     Total                          $3,325,783     $3,795,574     $3,068,283
                                     =========      =========      =========
Total direct operating
   expenses                         $  822,154     $  662,840     $  563,966
                                     =========      =========      =========

Direct operating expenses
   as a percentage of oil
   and gas sales                         24.7%          17.5%          18.4%

Average sales price:
   Per barrel of oil                    $60.56         $52.60         $36.47
   Per Mcf of gas                         6.05           7.09           4.93

Direct operating expenses per
   equivalent Bbl of oil                $ 9.47         $ 7.57         $ 5.51

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -29-
<PAGE>




                              Net Production Data

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

                                            Year Ended December 31,
                                    ---------------------------------------
                                       2006          2005(1)        2004(1)
                                    ---------      ----------     ---------
Production:
   Oil (Bbls)                           1,644          1,590         1,473
   Gas (Mcf)                          116,535        118,414       140,415

Oil and gas sales:
   Oil                               $ 99,652       $ 83,510      $ 53,794
   Gas                                708,438        838,846       694,443
                                      -------        -------       -------
     Total                           $808,090       $922,356      $748,237
                                      =======        =======       =======
Total direct operating
   expenses                          $199,871       $164,155      $140,879
                                      =======        =======       =======

Direct operating expenses
   as a percentage of oil
   and gas sales                        24.7%          17.8%         18.8%

Average sales price:
   Per barrel of oil                   $60.62         $52.52        $36.52
   Per Mcf of gas                        6.08           7.08          4.95

Direct operating expenses per
   equivalent Bbl of oil               $ 9.49         $ 7.70        $ 5.66

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.





                                      -30-
<PAGE>



      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,  2006.  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").  When preparing  such  reserves,  the General
Partner follows the SEC's definition  regarding oil and gas reserves,  which was
first  published in 1978. The General  Partner books proved oil and gas reserves
which  geological  and  engineering  data show with  reasonable  certainty to be
recovered  in the  future  from  known  reserves  under  existing  economic  and
operating conditions. Probable reserves are not booked.

      The General Partner  combines many methods of reserve  estimation in order
to obtain the most accurate  forecast,  including  both  volumetric  and analogy
methods.  Many levels of review occur during this process.  First, the engineers
review their  respective  wells,  then the operations  manager and division vice
presidents  review  the  updated  forecasts,  and  finally  the  executive  vice
president of engineering  reviews  approximately  the top 85% (or more) wells by
value. All engineers reviewing the data have completed their engineering degrees
and/or are licensed petroleum  engineers.  In addition,  reserve information for
the top 80% of each  Partnership's  reserve  base  (based on  volumes)  has been
reviewed by Ryder Scott Company,  L.P. ("Ryder Scott"), an independent petroleum
engineering  firm.  Ryder Scott has stated to the General  Partner their opinion
that (i) the estimates of reserves for the  properties  which they reviewed were
prepared in accordance with generally accepted  procedures for the estimation of
reserves,  (ii) they found no bias in the  utilization and analysis of data, and
(iii) the cash flow projections provided by Samson of gross and net reserves and
associated  revenues  and costs  based on  constant  pricing in  general  appear
reasonable.

      Net present  value  represents  estimated  future gross cash flow from the
production and sale of proved reserves,  net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated  future  development  costs,  discounted at 10% per annum. Net present
value  attributable to the  Partnerships'  proved reserves was calculated on the
basis of current  costs and prices at December  31,  2006.  Such prices were not
escalated  except in  certain  circumstances  where  escalations  were fixed and
readily  determinable in accordance with applicable contract  provisions.  While
oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85
and $61.06 per barrel, respectively),  gas prices were substantially lower as of
December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf).  This
decrease  in  gas  prices  caused  the   estimates  of  remaining   economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2006 to be lower than the  previous  estimates  and values at  December  31,
2005. The prices used in



                                      -31-
<PAGE>



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, 2006.  In fact,  subsequent to December 31, 2006 gas
prices increased significantly and then declined. There can be no assurance that
the prices used in calculating the net present value of the Partnerships' proved
reserves at December 31, 2006 will actually be realized for such production.

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

      The  reserves  table  below  reflects  reserves  as  either   discontinued
operations  or  continuing  operations.  The  discontinued  operations  reserves
consist of all the properties  classified as assets held for sale as of December
31,  2006.  See "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations"  for  more   information   about  these
discontinued operations.



                     Proved Reserves and Net Present Values
                              From Proved Reserves
                           As of December 31, 2006(1)


                                            Oil and      Net Present Value
                                 Gas        Liquids      (discounted at)
                                (Mcf)       (Bbls)        10% per annum
                              ---------     --------     -----------------

II-A Partnership:
----------------
Discontinued Operations         517,819      243,959        $ 4,861,359
Continuing Operations         5,352,033      371,443         18,500,387




                                      -32-
<PAGE>




II-B Partnership:
----------------
Discontinued Operations          54,166      115,230        $ 1,994,039
Continuing Operations         4,299,966      342,079         15,110,397


II-C Partnership:
----------------
Discontinued Operations          34,962        6,123        $   205,057
Continuing Operations         3,184,966      154,583          9,874,788


II-D Partnership:
----------------
Discontinued Operations         421,255       65,924        $ 1,574,906
Continuing Operations         7,841,673       89,927         19,387,584


II-E Partnership:
----------------
Discontinued Operations         516,051       76,780        $ 2,405,121
Continuing Operations         3,607,006       34,762          8,314,034


II-F Partnership:
----------------
Discontinued Operations         802,431      188,968        $ 5,513,698
Continuing Operations         1,873,669       30,346          4,728,696


II-G Partnership:
----------------
Discontinued Operations       1,678,731      395,342        $11,539,905
Continuing Operations         4,054,188       65,295         10,212,773


II-H Partnership:
----------------
Discontinued Operations         389,841       91,583        $ 2,675,188
Continuing Operations           997,039       16,014          2,504,592

----------

(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



                                      -33-
<PAGE>



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, 2006:

                                 Operated Wells
                  ----------------------------------------
                  Partnership       Number         Percent
                  -----------       ------         -------

                       II-A           70              6%
                       II-B           41             18%
                       II-C           58             16%
                       II-D           41             15%
                       II-E           46              2%
                       II-F           58              3%
                       II-G           58              3%
                       II-H           58              3%


      The following tables set forth certain well and reserve  information as of
December 31, 2006 for each oil and gas basin which holds a  significant  portion
of the value of the Partnerships'  properties.  The tables contain the following
information  for each such  basin:  (i) the number of gross wells and net wells,
(ii) the number of wells in which only a  non-working  interest is owned,  (iii)
the Partnership's total number of wells, (iv) the number and percentage of wells
operated by the  Partnership's  affiliates,  (v) estimated  proved oil reserves,
(vi) estimated proved gas reserves,  and (vii) the present value  (discounted at
10% per annum) of estimated future net cash flow.

      The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern  Oklahoma Folded Belt Basin is located in southern  Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico.  The Sacramento
Basin is  located  in  central  California,  and the Uinta  Basin is  located in
northeast Utah.




                                      -34-
<PAGE>



<TABLE>

                                     Significant Properties as of December 31, 2006
                                     ----------------------------------------------
<CAPTION>

                                                                    Wells
                                                                 Operated by
                                                                  Affiliates       Oil            Gas
                        Gross     Net        Other      Total    -------------   Reserves       Reserves     Present
     Basin              Wells     Wells     Wells(1)    Wells    Number   %(2)    (Bbl)          (Mcf)        Value
-----------------       -----     -----     --------    -----    ------   ----   ---------     ---------   -----------
<S>                      <C>      <C>          <C>       <C>       <C>     <C>     <C>         <C>         <C>
II-A Partnership:
      Anadarko           128       8.01        73        201       36      18%      37,300     3,020,307   $ 8,021,534
      Permian            440       2.48         7        447       14       3%      92,456       982,881     3,698,346
      Gulf Coast         273      12.28         2        275        -       -      130,066       283,743     3,155,836


II-B Partnership:
      Anadarko            41       4.48        16         57       11      19%      19,000     1,387,634   $ 3,998,386
      Uinta               15       1.53         3         18        -       -      212,528       446,349     4,080,068
      Southern Okla.
       Folded Belt        15       4.27         1         16       15      94%      66,889       899,035     2,949,994
      Permian             15       1.79         3         18       14      78%      21,801       905,107     2,367,724

II-C Partnership:
      Anadarko            87       4.05        39        126       16      13%      16,976     1,483,702   $ 4,196,195
      Southern Okla.
       Folded Belt        18       1.93         2         20       19      95%      29,110       574,680     1,678,728
      Uinta               15        .66         3         18        -       -       91,083       191,839     1,751,154
      Permian             16        .78         4         20       14      70%       9,348       462,942     1,127,169


II-D Partnership:
      Anadarko            53       7.13        26         79        7       9%      22,019     3,108,842   $ 7,865,762
      Sacramento          42       6.93         -         42        -       -         -        1,403,001     4,132,871

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



                                      -35-
<PAGE>


<TABLE>


                                     Significant Properties as of December 31, 2006
                                     ----------------------------------------------
<CAPTION>

                                                                  Wells
                                                               Operated by
                                                                Affiliates        Oil          Gas
                        Gross     Net       Other     Total    -------------    Reserves     Reserves       Present
     Basin              Wells    Wells     Wells(1)   Wells    Number   %(2)     (Bbl)        (Mcf)          Value
-----------------       -----    -----     --------   -----    ------   ----    --------    ---------    -----------
<S>                      <C>     <C>         <C>      <C>        <C>    <c>     <C>         <C>          <C>
II-E Partnership:
      Permian            690      3.80       1,168    1,858       7       -      80,500     1,368,571    $ 4,152,082
      Anadarko            50      1.94          25       75      22      29%      4,409     1,222,520      2,975,771
      Southern Okla.
       Folded Belt         1       .18           -        1       1     100%      6,047       948,426      1,813,070


II-F Partnership:
      Permian            658      6.06       1,167    1,852       2       -     194,162     1,085,634    $ 5,948,715
      Anadarko            58      2.16          25       83      28      34%      4,224     1,294,365      3,243,108


II-G Partnership:
      Permian            685     12.68       1,167    1,852       2       -     405,711     2,270,351    $12,434,057
      Anadarko            58      4.59          25       83      28      34%      9,064     2,755,660      6,894,193


II-H Partnership:
      Permian            685      2.93       1,167    1,852       2       -      93,891       524,846    $ 2,876,573
      Anadarko            58      1.09          25       83      28      34%      2,192       656,294      1,643,048

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



                                      -36-
<PAGE>




      Title to Oil and Gas Properties

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

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


ITEM 3.           LEGAL PROCEEDINGS

      A lawsuit styled Robert W. Scott,  individually  and as Managing Member of
R.W. Scott Investments,  LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County,  Wyoming on June 29, 2001. The
lawsuit seeks class action  certification  and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment  statutes.  A number of these royalty
and overriding royalty payments burden the interests of the II-A, II-C, and II-D
Partnerships.  In  February  2003,  Samson  made a  supplemental  payment to the
royalty and overriding  royalty interest owners who were potential class members
of  amounts  which  were then  thought  to have been  improperly  deducted  plus
statutory  interest thereon.  The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming Royalty Payment Act.

      On May 13, 2005 the trial court  certified  this lawsuit as a class action
and denied  Samson's motion for summary  judgment.  On June 25, 2005 the Wyoming
Supreme Court denied Samson's request for it to review these  decisions.  Samson
and the  plaintiffs  have  reached  agreement  to settle all of the  plaintiffs'
remaining  claims  in this  lawsuit,  and  Samson  expects  a formal  settlement
agreement  to be  executed  during  April  2007.  The  settlement  calls  for an
additional  royalty  payment of  $1,000,000  and is  subject to Court  approval.
Plaintiffs' counsel,  subject to Court approval,  is responsible for determining
the allocation of the $1,000,000 among the various class members after deduction
of litigation costs and attorneys' fees.  Samson cannot determine the portion of
this settlement amount  attributable to each Partnership until the allocation is
received from plaintiffs' counsel and approved by the Court.

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





                                      -37-
<PAGE>




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 2006.



                                    PART II.

ITEM 5.    MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND ISSUER
           PURCHASES OF UNITS

      As of March 1, 2007, 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                3,043
               II-B             361,719                1,876
               II-C             154,621                1,018
               II-D             314,878                2,091
               II-E             228,821                1,592
               II-F             171,400                1,293
               II-G             372,189                1,960
               II-H              91,711                  923

      Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties,  some of which
are facilitated by secondary trading firms and matching  services.  In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units.  The General  Partner  believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching  services,  no  organized  trading  market for Units exists and none is
expected  to  develop.  Due to the  nature of these  transactions,  the  General
Partner has no verifiable  information regarding prices at which Units have been
transferred.  Further,  a transferee may not become a substitute Limited Partner
without the consent of the General Partner.

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



                                      -38-
<PAGE>





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

                      2005                         2006                   2007
            ------------------------      ------------------------       -------
            1st    2nd    3rd   4th       1st   2nd    3rd    4th          1st
P/ship      Qtr.   Qtr.   Qtr.  Qtr.      Qtr.  Qtr.   Qtr.   Qtr.       Qtr.(1)
------      ----   ----   ----  ----      ----  ----   ----   ----       -------

 II-A       $15    $13    $25   $23       $20   $17    $27    $24          $21
 II-B        16     14     26    24        20    18     25     23           20
 II-C        24     22     37    35        31    27     39     36           33
 II-D        26     24     40    38        34    29     47     45           41
 II-E        22     20     33    32        27    24     33     23           19
 II-F        26     23     42    39        35    31     44     14            9
 II-G        25     22     41    38        34    30     43     14            9
 II-H        25     22     40    37        33    29     41     14            9

------------
(1) Repurchase offer terminated March 9, 2007.

      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.

      As described in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships terminate on December 31,
2007. Due to such termination and the necessary liquidation process, the General
Partner terminated the repurchase offer and right of presentment described above
as of March 9, 2007. In addition, the General Partner will not accept,  process,
or recognize any transfers of Units (with the exception of certain  transactions
between  related  persons) for which  completed  transfer  documentation  is not
mailed to the  General  Partner  with a  postmark  on or before  June 30,  2007.
Accordingly,  there will be no market for the Partnerships' Units after June 30,
2007.




                                      -39-
<PAGE>




      Cash Distributions

      Cash  distributions  are primarily  dependent  upon a  Partnership's  cash
receipts  from  the  sale  of oil and gas  production,  the  sale of oil and gas
properties  and cash  requirements  of the  Partnership.  Distributable  cash is
determined  by the  General  Partner  at the end of each  calendar  quarter  and
distributed to the Limited Partners within 45 days after the end of the quarter.
Distributions  are  restricted  to cash  on hand  less  amounts  required  to be
retained  out of such cash as  determined  in the sole  judgment  of the General
Partner to pay costs, expenses, or other Partnership obligations whether accrued
or  anticipated to accrue.  In certain  instances,  the General  Partner may not
distribute the full amount of cash receipts  which might  otherwise be available
for  distribution in an effort to equalize or stabilize the amounts of quarterly
distributions.  Any  available  amounts not  distributed  are  invested  and the
interest or income  thereon is for the  accounts of the  Limited  Partners.  See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" for information  regarding the cash  distribution  process during
liquidation of the Partnerships.

      The  following  is a summary  of cash  distributions  paid to the  Limited
Partners during 2005 and 2006 and the first quarter of 2007.



                                      -40-
<PAGE>





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

                                   2005
             ------------------------------------------------
              1st          2nd            3rd           4th
P/ship        Qtr.         Qtr.           Qtr.          Qtr.
------       ------       ------         ------        ------

 II-A        $1.90        $1.95          $1.93         $2.12
 II-B         1.82         1.95           1.69          2.05
 II-C         2.10         2.43           2.16          2.55
 II-D         1.95         2.53           1.90          2.58
 II-E         1.73         1.72           1.76          1.93
 II-F         2.51         2.72           3.21          3.39
 II-G         2.45         2.69           3.15          3.31
 II-H         2.32         2.48           2.97          3.17


                                   2006                              2007
             -------------------------------------------------     --------
              1st          2nd            3rd          4th           1st
P/ship        Qtr.         Qtr.           Qtr.         Qtr.          Qtr.
------       ------       ------         ------      ---------     --------

 II-A        $3.05        $2.65          $2.31       $ 2.84(1)     $2.70(2)
 II-B         3.27         2.75           2.38         2.18         2.84(2)
 II-C         4.07         3.57           2.81         2.58         3.27(2)
 II-D         4.10         4.48           2.44         2.34(1)      3.54(2)
 II-E         4.37         3.66           2.68        10.68(1)      3.64(2)
 II-F         4.18         4.18           4.39        29.91(1)      4.35(2)
 II-G         4.08         4.15           4.27        28.83(1)      4.46(2)
 II-H         3.91         3.82           4.09        27.15(1)      4.60(2)

------------
(1)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil  and gas  properties  at The Oil  and  Gas  Clearinghouse  auction  in
      Houston, Texas on October 11, 2006.

(2)   Includes proceeds from the sale of the Partnerships'  interests in various
      oil and gas  properties  at The Oil  and  Gas  Clearinghouse  auctions  in
      Houston, Texas on December 13, 2006 and February 1, 2007.



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."

      The selected  financial data tables  reflect  income from both  continuing
operations and discontinued  operations for the  Partnerships.  The discontinued
operations income is the income for



                                      -41-
<PAGE>



various  oil and gas  properties  sold  during  2006  and all of the  properties
classified  as  assets  held for sale as of  December  31,  2006.  See  "Item 7.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations" for more information about these discontinued operations.















                  [Remainder of Page Intentionally Left Blank]













                                      -42-
<PAGE>




<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)            2004(1)           2003(1)          2002(1)
                          ------------       ------------      ------------      ------------     ------------

<S>                        <C>                <C>               <C>               <C>              <C>
Oil and Gas Sales          $5,744,792         $6,337,946        $4,850,061        $4,589,607       $3,054,458
Income from:
   Continuing
     operations             3,596,564          4,097,572         2,920,129         2,720,091        1,232,803
   Discontinued
     operations               986,782            999,918           746,569           696,892          412,302
Net Income:
   Limited Partners         4,106,702          4,554,784         3,284,043         3,062,787        1,457,582
   General Partner            476,644            542,706           382,655           360,045          187,523
   Total                    4,583,346          5,097,490         3,666,698         3,422,832        1,645,105
Limited Partners' Net
   Income per Unit               8.48               9.41              6.78              6.32             3.01
Limited Partners' Cash
   Distributions per
   Unit                         10.85               7.90              6.38              5.03             2.49
Total Assets                5,635,477          6,732,064         5,413,607         5,073,056        4,165,182
Partners' Capital
   (Deficit):
   Limited Partners         4,211,424          5,359,722         4,632,938         4,436,895        3,811,109
   General Partner        (   205,056)       (   132,231)      (   201,586)      (   232,071)      (  241,784)
Number of Units
   Outstanding                484,283            484,283           484,283           484,283          484,283


(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -43-
<PAGE>



<TABLE>

                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,606,830        $5,065,766        $3,875,641        $3,426,909        $2,286,797
Income from:
   Continuing
     operations             2,717,837         3,258,930         2,373,205         1,993,168           826,558
   Discontinued
     Operations               419,770           454,985           337,209           293,689           147,488
Net Income:
   Limited Partners         2,810,761         3,316,237         2,429,208         2,049,029           857,193
   General Partners           326,846           397,678           281,206           242,175           116,853
   Total                    3,137,607         3,713,915         2,710,414         2,291,204           974,046
Limited Partners' Net
   Income per Unit               7.77              9.16              6.72              5.66              2.37
Limited Partners' Cash
   Distributions per
   Unit                         10.58              7.51              6.14              4.62              2.01
Total Assets                3,655,575         4,547,709         3,672,534         3,401,746         2,810,167
Partners' Capital
   (Deficit):
   Limited Partners         2,988,864         4,005,103         3,410,866         3,203,658         2,826,629
   General Partner        (   241,863)      (   178,888)      (   232,828)      (   254,807)      (   264,786)
Number of Units
   Outstanding                361,719           361,719           361,719           361,719           361,719

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.
</TABLE>





                                      -44-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)          2004(1)            2003(1)           2002(1)
                          ------------      ------------     ------------       ------------      ------------

<S>                        <C>               <C>              <C>                <C>               <C>
Oil and Gas Sales          $2,496,012        $2,921,343       $2,044,105         $1,820,882        $1,237,225
Income from:
   Continuing
     operations             1,553,052         2,032,740        1,299,591          1,085,053           666,104
   Discontinued
     Operations                58,030            75,375           48,739             54,025            27,057
Net Income:
   Limited Partners         1,442,702         1,887,279        1,208,720          1,017,928           615,932
   General Partner            168,380           220,836          139,610            121,224            77,229
   Total                    1,611,082         2,108,115        1,348,330          1,139,152           693,161
Limited Partners' Net
   Income per Unit               9.33             12.21             7.81               6.58              3.98
Limited Partners' Cash
   Distributions per
   Unit                         13.03              9.24             7.41               5.42              3.26
Total Assets                1,759,882         2,340,077        1,722,761          1,645,411         1,391,833
Partners' Capital
   (Deficit):
   Limited Partners         1,499,082         2,071,380        1,612,101          1,549,381         1,370,453
   General Partner        (    94,429)      (    57,416)     (    96,672)       (   106,418)      (    98,831)
Number of Units
   Outstanding                154,621           154,621          154,621            154,621           154,621

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -45-
<PAGE>

<TABLE>



                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      -----------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $4,691,453        $5,959,258        $4,017,492        $3,564,537        $2,593,005
Income from:
   Continuing
     operations             2,914,101         4,308,541         2,514,041         2,011,772         2,524,600
   Discontinued
     operations               332,386           296,378           179,205           169,957           151,087
Net Income:
   Limited Partners         2,895,444         4,125,010         2,408,986         1,936,342         2,391,740
   General Partner            351,043           479,909           284,260           243,043           283,947
   Total                    3,246,487         4,604,919         2,693,246         2,179,385         2,675,687
Limited Partners' Net
   Income per Unit               9.20             13.10              7.65              6.14              7.60
Limited Partners' Cash
   Distributions per
   Unit                         13.36              8.96              7.35              5.00              6.46
Total Assets                3,796,296         5,137,152         3,452,048         3,360,141         2,915,283
Partners' Capital
   (Deficit):
   Limited Partners         3,143,522         4,452,078         3,150,068         3,055,082         2,695,740
   General Partner        (   148,835)      (    65,352)      (   174,338)      (   190,287)      (    76,044)
Number of Units
   Outstanding                314,878           314,878           314,878           314,878           314,878

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -46-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $2,305,708        $2,789,818        $1,959,871        $1,982,460        $1,340,878
Income from:
   Continuing
     operations             1,234,594         1,900,620         1,147,721         1,162,784           600,667
   Discontinued
     operations             3,152,311           798,606           496,113           528,041           407,101
Net Income:
   Limited Partners         3,935,297         2,412,312         1,462,780         1,512,784           892,565
   General Partner            451,608           286,914           181,054           181,131           115,203
   Total                    4,386,905         2,699,226         1,643,834         1,693,915         1,007,768
Limited Partners' Net
   Income per Unit              17.20             10.54              6.39              6.61              3.90
Limited Partners' Cash
   Distributions per
   Unit                         21.39              7.14              6.99              6.01              2.33
Total Assets                2,576,077         3,532,158         2,589,335         2,622,429         2,385,334
Partners' Capital
   (Deficit):
   Limited Partners         2,205,940         3,164,643         2,384,331         2,519,551         2,380,767
   General Partner        (    95,977)      (    67,016)      (   132,096)      (   129,173)      (   131,864)
Number of Units
   Outstanding                228,821           228,821           228,821           228,821           228,821

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -47-
<PAGE>

<TABLE>



                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $1,543,521        $1,766,414        $1,426,139        $1,296,534        $  923,594
Income from:
   Continuing
     operations               850,512         1,170,426           807,912           803,675           423,161
   Discontinued
     operations             6,613,063         1,691,606         1,064,206           975,134           693,458
Net Income
   Limited Partners         6,705,317         2,565,057         1,668,244         1,593,959           987,108
   General Partner            758,258           296,975           203,874           189,788           129,511
   Total                    7,463,575         2,862,032         1,872,118         1,783,747         1,116,619
Limited Partners' Net
   Income per Unit              39.12             14.97              9.74              9.30              5.76
Limited Partners' Cash
   Distributions per
   Unit                         42.66             11.83             10.57              8.94              4.96
Total Assets                2,343,811         2,941,149         2,336,860         2,310,868         2,153,885
Partners' Capital
   (Deficit):
   Limited Partners         2,006,104         2,611,787         2,073,730         2,217,486         2,155,527
   General Partner        (    31,426)      (    46,261)      (    98,202)      (    91,417)      (    95,526)
Number of Units
   Outstanding                171,400           171,400           171,400           171,400           171,400

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -48-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      ------------

<S>                       <C>                <C>               <C>               <C>               <C>
Oil and Gas Sales         $ 3,325,783        $3,795,574        $3,068,283        $2,784,002        $1,975,520
Income from:
   Continuing
     operations             1,861,775         2,544,222         1,746,525         1,741,277           915,085
   Discontinued
     Operations            13,901,574         3,558,643         2,234,571         2,046,127         1,452,317
Net Income:
   Limited Partners        14,160,813         5,469,396         3,546,447         3,393,388         2,092,430
   General Partner          1,602,536           633,469           434,649           404,263           274,972
   Total                   15,763,349         6,102,865         3,981,096         3,797,651         2,367,402
Limited Partners' Net
   Income per Unit              38.05             14.70              9.52              9.12              5.62
Limited Partners' Cash
   Distributions per
   Unit                         41.33             11.60             10.35              8.73              4.95
Total Assets                5,094,223         6,299,990         5,004,538         4,950,432         4,606,106
Partners' Capital
   (Deficit):
   Limited Partners         4,268,480         5,491,667         4,341,271         4,646,824         4,501,436
   General Partner             47,955             9,830       (   101,669)      (    87,509)      (    97,205)
Number of Units
   Outstanding                372,189           372,189           372,189           372,189           372,189

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>



                                      -49-
<PAGE>


<TABLE>


                                                 Selected Financial Data
<CAPTION>

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

                              2006             2005(1)           2004(1)           2003(1)           2002(1)
                          ------------      ------------      ------------      ------------      ------------

<S>                        <C>               <C>               <C>               <C>               <C>
Oil and Gas Sales          $  808,090        $  922,356        $  748,237        $  677,472        $  477,851
Income from:
   Continuing
     Operations               432,790           591,890           402,975           399,634           200,582
   Discontinued
     Operations             3,263,496           826,216           520,886           477,702           336,128
Net Income:
   Limited Partners         3,320,858         1,270,771           822,594           786,078           474,052
   General Partner            375,428           147,335           101,267            93,794            62,658
   Total                    3,696,286         1,418,106           923,861           879,872           536,710
Limited Partners' Net
   Income per Unit              36.21             13.85              8.96              8.57              5.17
Limited Partners' Cash
   Distributions per
   Unit                         38.97             10.94              9.78              8.13              4.41
Total Assets                1,244,944         1,488,575         1,186,870         1,176,280         1,086,200
Partners' Capital
   (Deficit):
   Limited Partners         1,072,102         1,325,244         1,057,473         1,131,879         1,090,801
   General Partner        (    16,786)      (    28,897)      (    54,377)      (    51,046)      (    53,547)
Number of Units
   Outstanding                 91,711            91,711            91,711            91,711            91,711

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.

</TABLE>




                                      -50-
<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  accuracy of third party  payments  and  billings,  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.


      Discontinued Operations

      In October 2006, the II-A, II-D,  II-E, II-F, II-G, and II-H  Partnerships
sold their  interests in a number of producing  properties.  The sales proceeds,
consisting  of   approximately   $43,000,   $49,000,   $1,961,000,   $4,449,000,
$9,291,000, and $2,152,000, respectively, were included in the November 15, 2006
cash  distributions  paid  by  the  II-A,  II-D,  II-E,  II-F,  II-G,  and  II-H
Partnerships.  In December 2006, the II-A,  II-B,  II-C, II-D, II-E, II-F, II-G,
and II-H Partnerships sold their interests in additional  producing  properties.
The sales proceeds consisting of approximately $4,000,  $7,000,  $4,000, $8,000,
$362,000, $507,000, $1,151,000, and $306,000, respectively, were included in the
February 15, 2007 cash distributions  paid by the Partnerships.  These disposals
were treated as discontinued operations.  The sale of these producing properties
will  impact  the  continuing  future  operations  of  the  Partnerships.  It is
anticipated that these Partnerships will have lower lease



                                      -51-
<PAGE>



operating  costs,  lower  oil and gas  sales,  and a  reduction  in their  asset
retirement  obligations  as a result of these sales.  The reader should refer to
Note 6 to the  combined  financial  statements  indexed  in Item 15  hereof  for
additional information regarding this matter.


      Partnership Termination

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the Partnership  Agreements.  However,  the Partnership  Agreements provide
that the General Partner may extend the term of each  Partnership for up to five
periods of two years each.  The General  Partner has  extended  the terms of the
Partnerships  for  their  third  two-year  extension,  thereby  extending  their
termination  date to December 31, 2007. On February 5, 2007 the General  Partner
mailed a notice to the limited  partners  announcing  that (i) the  Partnerships
will terminate on December 31, 2007 and (ii) the General  Partner will liquidate
the Partnerships' assets and satisfy their liabilities as part of the winding-up
process required by the Partnership Agreements and state law.

      The General  Partner has been selling  selected oil and gas properties due
to the  generally  favorable  market for oil and gas  properties.  The last such
sales are anticipated to be The Oil and Gas Asset Clearinghouse  auctions in May
through  July of 2007.  While  these  property  sales  were not  related  to the
Partnerships'  liquidation,  all remaining property dispositions will be made as
part of the liquidation and winding-up process.

      Liquidation  and  Winding-Up  Process.  The  General  Partner  intends  to
commence  liquidating the  Partnerships'  properties in the second half of 2007,
and hopes to have all or substantially all of the properties sold prior to March
31, 2008. As part of the liquidation  process, the General Partner will actively
negotiate for the sale of the  properties.  These  properties will be offered to
all interested  parties through normal oil and gas property auction processes as
well as  appropriate  negotiated  transactions.  It is possible that the General
Partner will package some properties  which have value with properties that have
no or little value or are burdened  with actual or  potential  liabilities.  The
General  Partner  intends to sell such property  packages and any  associated or
otherwise remaining  Partnership assets and liabilities to the highest bidder at
auction.  It is possible that  affiliates of the General Partner may participate
in any public auction of these  properties and may be the successful high bidder
on some or all of the properties.

      Cash Distributions.  The Partnerships will make routine cash distributions
throughout  the  remainder  of  2007.  Proceeds  from  the  sale of  Partnership
properties  may be  included  in  these  normal  cash  distributions,  or may be
distributed  to the partners by way of special cash  distributions.  The General
Partner will



                                      -52-
<PAGE>



analyze the level of cash held by the  Partnerships  throughout the  liquidation
process  and  will  retain  sufficient  cash to cover  all  final  expenses  and
liabilities of the  Partnerships.  After final  settlement  from the sale of all
properties,   satisfaction  of  Partnership   expenses  and   liabilities,   and
calculation of any remaining assets and liabilities of the Partnerships, any net
cash will be paid as a final  liquidating  distribution  to all of the remaining
partners in each Partnership. It is expected that the final distribution will be
made no later than December 31, 2008.

      Repurchase  Offer.  In order to ensure that the General  Partner makes all
liquidation  distributions  to the correct  parties  based on the most  accurate
information possible,  the General Partner terminated the outstanding repurchase
offer as of March 9, 2007.  In  addition,  the General  Partner will not process
transfers  among third  parties  which are not  postmarked on or before June 30,
2007 and received by the General Partner on or before July 13, 2007. The General
Partner will not impose these  deadlines on transfers  between  family  members,
their trusts,  IRA accounts,  or similar  related  entities and transfers due to
death or divorce.

      Financial  Statements.  The  financial  statements  described  in "Item 8.
Financial  Statements  and  Supplementary  Data" and  indexed in Item 15 to this
Annual Report are audited and presented on a going concern basis.  However,  the
General  Partner has included in Note 7 to such financial  statements  unaudited
pro forma combined balance sheets which are presented on a liquidation basis.


      General Discussion

      The following  general  discussion  should be read in conjunction with the
analysis  of  results  of  operations  provided  below.  The  primary  source of
liquidity  and  Partnership  cash  distributions  comes  from  the net  revenues
generated from the sale of oil and gas produced from the  Partnerships'  oil and
gas properties and recently the sale of oil and gas properties. The level of net
revenues is highly  dependent  upon the prices  received  for oil and gas sales,
which  prices have  historically  been very  volatile and may continue to be so.
Additionally,  lower oil and natural gas prices may reduce the amount of oil and
gas that is economic to produce and reduce the  Partnerships'  revenues and cash
flow.  Various factors beyond the  Partnerships'  control will affect prices for
oil and natural gas, such as:

      *  Worldwide and domestic supplies of oil and natural gas;
      *  The  ability  of  the  members of OPEC  to agree upon  and maintain oil
         prices and production quotas;
      *  Political  instability  or  armed  conflict in oil-producing regions or
         around major shipping areas;



                                      -53-
<PAGE>




      *  The level of consumer demand and overall economic activity;
      *  The competitiveness of alternative fuels;
      *  Weather conditions and the impact of weather-related events;
      *  The availability and proximity of pipelines for transportation;
      *  Domestic and foreign government regulations and taxes;
      *  Market expectations; and
      * The effect of worldwide energy conservation.

      It is not  possible to predict the future  direction of oil or natural gas
prices.  Operating costs, including General and Administrative Expenses, may not
decline over time, may increase,  or may experience only a gradual decline, thus
adversely  affecting  net revenues as either  production  or oil and natural gas
prices decline.  In any particular  period, net revenues may also be affected by
either  the  receipt  of  proceeds  from  property  sales  or the  incursion  of
additional  costs  as a  result  of  well  workovers,  recompletions,  new  well
drilling, and other events.

      In addition to pricing, the level of net revenues is also highly dependent
upon the total  volumes of oil and natural gas sold.  Oil and gas  reserves  are
depleting  assets and will  experience  production  declines over time,  thereby
likely  resulting  in  reduced  net  revenues.  Despite  this  general  trend of
declining production,  several factors can cause the volumes of oil and gas sold
to increase,  remain  relatively  constant,  or decrease at an even greater rate
over a given period. These factors include, but are not limited to:

      *  Geophysical  conditions  which cause an  acceleration of the decline in
         production;
      *  The shutting in of wells (or the opening of previously  shut-in  wells)
         due to low oil and gas prices (or high oil and gas prices),  mechanical
         difficulties,  loss of a market or  transportation,  or  performance of
         workovers, recompletions, or other operations in the well;
      *  Prior  period volume  adjustments (either positive or negative) made by
         operators of the properties;
      *  Adjustments  in ownership or rights to production  in  accordance  with
         agreements  governing  the  operation or ownership of the well (such as
         adjustments that occur at payout or due to gas balancing); and
      *  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.



                                      -54-
<PAGE>




      Results of Operations

      An  analysis  of the  change  in net oil and gas  operations  (oil and gas
sales, less lease operating  expenses and production taxes), is presented in the
tables  following  "Results  of  Operations"  under the heading  "Average  Sales
Prices,  Production  Volumes,  and Average  Production  Costs."  Following  is a
discussion  of each  Partnership's  results  of  operations  for the year  ended
December  31, 2006 as compared to the year ended  December  31, 2005 and for the
year ended December 31, 2005 as compared to the year ended December 31, 2004.


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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales  decreased  $593,000 (9.4%) in 2006 as compared to
2005.  Of this  decrease (i) $136,000 and $416,000  were related to decreases in
volumes of oil and gas sold and (ii)  $387,000  was related to a decrease in the
average price of gas sold.  These decreases were partially offset by an increase
of $346,000 related to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 2,525 barrels and 57,660 Mcf in 2006
as compared to 2005.  The decrease in volumes of oil sold was  primarily  due to
normal  declines in  production.  This  decrease was  partially  offset by (i) a
negative prior period volume  adjustment made by the operator on one significant
well during 2005 and (ii)  increases  in  production  on two  significant  wells
following their  successful  workovers during late 2005. The decrease in volumes
of gas sold was  primarily  due to (i) normal  declines in  production  and (ii)
positive prior period volume  adjustments made by the operators on several wells
during  2005.  These  decreases  were  partially  offset  by  (i)  increases  in
production on several wells following their  successful  workovers during mid to
late 2005 and early 2006, (ii) an increase in the Partnership's revenue interest
on one  significant  well during 2006,  and (iii) the  successful  completion of
another significant well.

      Average oil prices  increased to $63.19 per barrel in 2006 from $53.93 per
barrel in 2005, while average gas prices decreased to $6.48 per Mcf in 2006 from
$7.23 per Mcf in 2005.



                                      -55-
<PAGE>




      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $34,000 (2.5%) in 2006 as compared to 2005.  This
increase  was  primarily  due to (i) an increase in  workover  expenses,  (ii) a
$47,000  increase in lease  operating  expenses  during 2006  resulting  from an
increase in the Partnership's gas balancing position on several wells, and (iii)
an increase in repair and  maintenance  expenses.  As of the date of this Annual
Report,  management  anticipates workover costs remaining at or increasing above
2006 levels due to the  increased  cost to perform a workover and the age of the
wellbores.  These  increases  were  partially  offset  by (i) the  receipt  of a
$263,000 lease operating expense credit resulting from the settlement of a class
action  lawsuit on several  wells during 2006 and (ii) a decrease in  production
taxes  associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales,  these  expenses  increased  to 24.4% in 2006 from 21.6% in 2005,
primarily due to the decrease in oil and gas sales.

      Depreciation,   depletion,  and  amortization  ("DD&A")  of  oil  and  gas
properties decreased $103,000 (30.0%) in 2006 as compared to 2005. This decrease
was primarily due to (i) several wells being fully  depleted  during 2005 due to
their lack of remaining  reserves,  (ii) an increase in  depletable  oil and gas
properties  during 2005  primarily due to the  recompletion  of one  significant
well, and (iii) the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales,  this  expense  decreased  to 4.2% in 2006 from 5.4% in 2005,
primarily due to the dollar decrease in DD&A.

      The Partnership  recognized a non-cash charge against  earnings of $13,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 9.7%
in 2006 from 8.9% in 2005.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $70,163,357 or 144.88% of Limited Partners' capital contributions.




                                      -56-
<PAGE>




                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $1,488,000  (30.7%) in 2005 as compared
to 2004. Of this increase (i) $668,000 and $1,046,000  were related to increases
in the  average  prices of oil and gas sold and (ii)  $36,000  was related to an
increase in volumes of gas sold.  These  increases  were  partially  offset by a
decrease  of $262,000  related to a decrease in volumes of oil sold.  Volumes of
oil sold decreased 7,035 barrels,  while volumes of gas sold increased 6,646 Mcf
in 2005 as compared to 2004.  The decrease in volumes of oil sold was  primarily
due to (i) normal  declines in  production,  (ii) a negative prior period volume
adjustment made by the operator on one  significant  well during 2005, and (iii)
the shutting-in of another  significant well during mid to late 2005 in order to
perform a workover. The increase in volumes of gas sold was primarily due to (i)
an increase in production on one significant well returned to production  during
mid 2005 following the resolution of  transportation  problems  associated  with
line pressure,  (ii) the successful  completion of several new wells during late
2004 and early to mid 2005,  and (iii) the first  receipt of revenues on another
significant  well during early 2005.  These  increases were partially  offset by
normal declines in production.

      Average  oil and gas prices  increased  to $53.93 per barrel and $7.23 per
Mcf in 2005 from $37.21 per barrel and $5.42 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $151,000 (12.4%) in 2005 as compared to 2004. This
increase was primarily  due to (i) an increase in workover  expenses and (ii) an
increase in production  taxes associated with the increase in oil and gas sales.
These increases were partially  offset by a reversal during 2005 of $27,000 of a
charge previously accrued for a judgment.  As a percentage of oil and gas sales,
these expenses  decreased to 21.6% in 2005 from 25.1% in 2004,  primarily due to
the increase in oil and gas sales.

      DD&A of oil and  gas  properties  increased  $149,000  (77.3%)  in 2005 as
compared to 2004.  Of this  increase  (i) $84,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $50,000
was related to  previously  fully  depleted  wells,  and (ii) $19,000 was due to
accretion of these additional asset retirement obligations. This



                                      -57-
<PAGE>



increase was also due to downward  revisions in the  estimates of remaining  oil
and  gas  reserves  following  an  unsuccessful   recompletion  attempt  on  one
significant well during 2005. As a percentage of oil and gas sales, this expense
increased  to 5.4% in  2005  from  4.0% in  2004,  primarily  due to the  dollar
increase in DD&A.

      General and administrative  expenses remained  relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.9%
in 2005 from 11.5% in 2004, primarily due to the increase in oil and gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales  decreased  $459,000 (9.1%) in 2006 as compared to
2005.  Of this  decrease (i) $204,000 and $176,000  were related to decreases in
volumes of oil and gas sold and (ii)  $356,000  was related to a decrease in the
average price of gas sold.  These decreases were partially offset by an increase
of $277,000 related to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 3,792 barrels and 25,110 Mcf in 2006
as compared to 2005, primarily due to normal declines in production. Average oil
prices  increased  to $64.28 per barrel in 2006 from  $53.89 per barrel in 2005,
while  average gas prices  decreased to $6.24 per Mcf in 2006 from $7.00 per Mcf
in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $208,000 (18.6%) in 2006 as compared to 2005. This
increase  was  primarily  due to (i) an increase in  workover  expenses,  (ii) a
$48,000 increase in lease



                                      -58-
<PAGE>



operating  expense during 2006  resulting from an increase in the  Partnership's
gas  balancing  position on several  wells,  and (iii) an increase in  saltwater
disposal  expenses incurred on several wells during 2006. As of the date of this
Annual  Report,  management  anticipates  (i)  workover  costs  remaining  at or
increasing  above 2006 levels due to  increased  costs to perform a workover and
the age of the wellbores and (ii) the saltwater  disposal  expenses to remain at
2006 levels.  These increases were partially  offset by a decrease in production
taxes  associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales,  these  expenses  increased  to 28.7% in 2006 from 22.0% in 2005,
primarily due to the dollar increase in production  expenses and the decrease in
oil and gas sales.

      DD&A of oil and  gas  properties  decreased  $106,000  (37.3%)  in 2006 as
compared  to  2005.  This  decrease  was  primarily  due to (i) an  increase  in
depletable oil and gas properties  during 2005 primarily due to the unsuccessful
recompletion  of one  significant  well, (ii) several wells being fully depleted
during 2005 due to their lack of remaining  reserves,  and (iii) the decrease in
volumes of oil and gas sold. As a percentage of oil and gas sales,  this expense
decreased  to 3.9% in  2006  from  5.6% in  2005,  primarily  due to the  dollar
decrease in DD&A.

      The Partnership  recognized a non-cash  charge against  earnings of $7,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained relatively constant for 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 9.2%
in 2006 from 8.4% in 2005.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $50,499,916 or 139.61% of Limited Partners' capital contributions.




                                      -59-
<PAGE>




                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $1,190,000  (30.7%) in 2005 as compared
to 2004. Of this increase $456,000 and $930,000 were related to increases in the
average prices of oil and gas sold.

      Volumes of oil and gas sold decreased 2,069 barrels and 22,599 Mcf in 2005
as compared to 2004.  Average oil and gas prices  increased to $53.89 per barrel
and $7.00 per Mcf in 2005 from $38.89 per barrel and $5.10 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $144,000 (14.8%) in 2005 as compared to 2004. This
increase was primarily due to (i) workover  expenses incurred on two significant
wells during 2005 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  decreased  to 22.0% in 2005 from 25.1% in 2004,  primarily  due to the
increase in oil and gas sales.

      DD&A of oil and  gas  properties  increased  $136,000  (91.2%)  in 2005 as
compared to 2004.  This increase was primarily due to downward  revisions in the
estimates  of  remaining  oil  and  gas  reserves   following  an   unsuccessful
recompletion attempt on one significant well during 2005. This increase was also
due to increases of (i) $38,000 due to the depletion of  additional  capitalized
costs  of oil and gas  properties  as a result  of the  upward  revision  in the
estimate of the asset  retirement  obligations,  of which $28,000 was related to
previously  fully  depleted  wells,  and (ii) $6,000 due to  accretion  of these
additional asset retirement  obligations.  As a percentage of oil and gas sales,
this expense  increased to 5.6% in 2005 from 3.8% in 2004,  primarily due to the
dollar increase in DD&A.

      General and  administrative  expenses  increased  $6,000 (1.3%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 8.4% in 2005 from 10.9% in 2004, primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation



                                      -60-
<PAGE>



process.  The Partnership will have lower oil and gas sales and lower production
expenses with the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $425,000 (14.6%) in 2006 as compared to
2005.  Of this  decrease (i) $107,000 and $232,000  were related to decreases in
the volumes of oil and gas sold and (ii)  $210,000  was related to a decrease in
the average  price of gas sold.  These  decreases  were  partially  offset by an
increase of $124,000 related to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 1,997 barrels and 33,301 Mcf in 2006
as compared to 2005.  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 operator on one significant well during 2005. The decease
in volumes of gas sold was  primarily  due to (i) normal  declines in production
and (ii) the  shutting-in of one  significant  well during late 2006 in order to
perform  repairs  and  maintenance.  As of the date of this Annual  Report,  the
shut-in  well  has  returned  to  production  at a lower  rate  than  previously
experienced.   These  decreases  were  partially  offset  by  (i)  increases  in
production on several wells  following  2005 workovers and (ii) a positive prior
period volume  adjustment  made by the operator on one  significant  well during
2006.

      Average oil prices  increased to $64.07 per barrel in 2006 from $53.75 per
barrel in 2005, while average gas prices decreased to $6.22 per Mcf in 2006 from
$6.98 per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $82,000 (14.1%) in 2006 as compared to 2005. This
increase  was  primarily  due to (i) an increase in  workover  expenses,  (ii) a
$26,000  decrease  in lease  operating  expenses  during 2005  resulting  from a
decrease in the Partnership's gas balancing position on several wells, and (iii)
a $17,000  increase in lease  operating  expenses  during 2006 resulting from an
increase in the Partnership's gas balancing  position on several other wells. As
of the date of this Annual



                                      -61-
<PAGE>



Report,  management  anticipates workover costs remaining at or increasing above
2006 levels due to the  increased  cost to perform a workover and the age of the
wellbores.  These  increases were  partially  offset by a decrease in production
taxes  associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales,  these  expenses  increased  to 26.6% in 2006 from 19.9% in 2005.
This  percentage  increase was  primarily due to (i) the decrease in oil and gas
sales and (ii) the dollar increase in production expenses.

      DD&A  of oil and  gas  properties  decreased  $19,000  (16.0%)  in 2006 as
compared to 2005.  This  decrease  resulted  from (i) several  wells being fully
depleted  during  2005  due to  their  lack of  remaining  reserves  and (ii) an
increase in depletable oil and gas  properties  during 2005 primarily due to the
recompletion  of one  significant  well.  The  decreases in DD&A were  partially
offset by (i) one  significant  well being fully depleted during 2006 due to its
lack of remaining  reserves  and (ii)  downward  revisions  in the  estimates of
remaining oil and gas reserves since 2005. As a percentage of oil and gas sales,
this expense remained constant at 4.0% in 2006 and 2005.

      The Partnership  recognized a non-cash  charge against  earnings of $5,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  decreased  $3,000 (1.4%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 7.9% in 2006 from 6.9% in 2005,  primarily due to the decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $24,105,686 or 155.90% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to



                                      -62-
<PAGE>



the combined financial statements indexed in Item 15 hereof for more information
about these discontinued operations.

      Total oil and gas sales increased  $877,000 (42.9%) in 2005 as compared to
2004.  Of this  increase (i) $208,000 and $595,000  were related to increases in
the  average  prices  of oil and gas sold and (ii)  $99,000  was  related  to an
increase in volumes of gas sold.

      Volumes  of oil sold  decreased  637  barrels,  while  volumes of gas sold
increased 19,646 Mcf in 2005 as compared to 2004. The increase in volumes of gas
sold was primarily  due to (i) the first receipt of revenues on one  significant
well, (ii) an increase in production on several wells following their successful
workovers during late 2004 through mid 2005, and (iii) an increase in production
on one  significant  well returned to production  during mid 2005  following the
resolution of  transportation  problems  associated  with line  pressure.  These
increases were partially offset by normal declines in production.

      Average  oil and gas prices  increased  to $53.75 per barrel and $6.98 per
Mcf in 2005 from $38.99 per barrel and $5.06 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $82,000 (16.4%) in 2005 as compared to 2004. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with  the  increase  in oil and gas  sales  and  (ii) an  increase  in  workover
expenses.  As a percentage  of oil and gas sales,  these  expenses  decreased to
19.9% in 2005 from 24.4% in 2004,  primarily  due to the increase in oil and gas
sales.

      DD&A  of oil and  gas  properties  increased  $49,000  (70.3%)  in 2005 as
compared to 2004.  This increase was primarily due to downward  revisions in the
estimates  of  remaining  oil  and  gas  reserves   following  an   unsuccessful
recompletion attempt on one significant well during 2005. This increase was also
due to increases of (i) $17,000 due to the depletion of  additional  capitalized
costs  of oil and gas  properties  as a result  of the  upward  revision  in the
estimate of the asset  retirement  obligations,  of which $12,000 was related to
previously  fully  depleted  wells,  and (ii) $3,000 due to  accretion  of these
additional asset retirement  obligations.  As a percentage of oil and gas sales,
this expense  increased to 4.0% in 2005 from 3.4% in 2004,  primarily due to the
dollar increase in DD&A.

      General and  administrative  expenses  increased  $7,000 (3.5%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.9% in 2005 from 9.5% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership



                                      -63-
<PAGE>



is in the process of selling an increased amount of the Partnership's properties
as a result  of the  generally  favorable  current  environment  for oil and gas
dispositions  and will be selling  all of the  Partnership's  properties  in the
liquidation process. The Partnership will have lower oil and gas sales and lower
production expenses with the sale of these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $1,268,000  (21.3%) in 2006 as compared
to 2005.  Of this decrease (i) $678,000 was related to a decrease in the average
price of gas sold and (ii)  $653,000 was related to a decrease in volumes of gas
sold.  These decreases were partially  offset by an increase of $129,000 related
to an increase in the average price of oil sold.

      Volumes of oil and gas sold decreased 1,302 barrels and 91,592 Mcf in 2006
as compared to 2005.  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 (i) normal  declines in  production,  (ii) the  Partnership  receiving an
increased percentage of sales on several wells during 2005 due to gas balancing,
and  (iii) the  shutting-in  of one  significant  well  during  2006 in order to
perform a recompletion.  As of the date of this Annual Report,  the operator has
not yet determined  when, or if, the shut-in well will return to production and,
if returned to production,  at what rate.  These decreases were partially offset
by (i)  an  increase  in  production  on  one  significant  well  following  its
successful  recompletion  during mid 2006 and (ii) the successful  completion of
several new wells during early 2006.

      Average oil prices  increased to $59.63 per barrel in 2006 from $50.84 per
barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.13
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $12,000 (1.1%) in 2006 as compared to 2005.  This
increase  was  primarily  due to (i) an increase in  workover  expenses,  (ii) a
$37,000  increase in lease  operating  expenses  during 2006  resulting  from an
increase in the



                                      -64-
<PAGE>



Partnership's  gas  balancing  position  on several  wells,  and (iii) a $33,000
decrease in lease  operating  expenses  during 2005 resulting from a decrease in
the  Partnership's  gas balancing  position on several wells.  As of the date of
this Annual  Report,  management  anticipates  workover  costs  remaining  at or
increasing above 2006 levels due to the increased cost to perform a workover and
the  age of the  wellbores.  These  increases  were  partially  offset  by (i) a
decrease in production  taxes  associated with the decrease in oil and gas sales
and (ii) the receipt of a $17,000 lease operating  expense credit resulting from
the settlement of a class action lawsuit on one significant well during 2006. As
a percentage  of oil and gas sales,  these  expenses  increased to 23.6% in 2006
from 18.4% in 2005, primarily due to the decrease in oil and gas sales.

      DD&A of oil and  gas  properties  increased  $131,000  (63.2%)  in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
receipt of equipment  credits on an abandoned well during 2005.  These increases
were partially  offset by (i) several wells being fully depleted during 2005 due
to their lack of remaining reserves and (ii) the decreases in volumes of oil and
gas sold. As a percentage of oil and gas sales,  this expense  increased to 7.2%
in 2006 from 3.5% in 2005, primarily due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash  charge against  earnings of $3,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 7.9%
in 2006 from 6.3% in 2005, primarily due to the decrease in oil and gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $50,254,903 or 159.60% of Limited Partners' capital contributions.




                                      -65-
<PAGE>




                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $1,942,000  (48.3%) in 2005 as compared
to 2004. Of this increase (i) $195,000 and $1,453,000  were related to increases
in the average  prices of oil and gas sold and (ii)  $394,000  was related to an
increase in volumes of gas sold.

      Volumes of oil sold  decreased  2,611  barrels,  while volumes of gas sold
increased 77,111 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was primarily due to normal declines in production. The increase in volumes
of gas sold was  primarily due to (i) an increase in production on several wells
following their successful workovers during late 2004 through mid 2005, (ii) one
significant  well  returning  to  production   during  mid  2005  following  the
resolution of transportation  problems associated with line pressure,  and (iii)
the first receipt of revenues on one  significant  well.  These  increases  were
partially offset by normal declines in production.

      Average  oil and gas prices  increased  to $50.84 per barrel and $7.13 per
Mcf in 2005 from $38.64 per barrel and $5.11 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $120,000 (12.3%) in 2005 as compared to 2004. This
increase was  primarily due to (i) an increase in  production  taxes  associated
with  the  increase  in oil and gas  sales  and  (ii) an  increase  in  workover
expenses.  As a percentage  of oil and gas sales,  these  expenses  decreased to
18.4% in 2005 from 24.3% in 2004,  primarily  due to the increase in oil and gas
sales.

      DD&A  of oil and  gas  properties  increased  $44,000  (27.1%)  in 2005 as
compared to 2004.  Of this  increase  (i) $60,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $38,000
was  related  to  previously  fully  depleted  wells,  (ii)  $12,000  was due to
accretion  of these  additional  asset  retirement  obligations,  and  (iii) one
significant  well being fully depleted  during 2005 due to its lack of remaining
reserves.  These increases were partially offset by (i) the receipt of equipment
credits on an abandoned  well during 2005 and (ii) two  significant  wells being
substantially depleted during 2004 due to their lack of remaining reserves. As a
percentage of oil and gas sales, this expense



                                      -66-
<PAGE>



decreased to 3.5% in 2005 from 4.1% in 2004,  primarily  due to the increases in
the average prices of oil and gas sold.

      General and  administrative  expenses  increased  $6,000 (1.6%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.3% in 2005 from 9.2% in 2004,  primarily due to the increase in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $484,000 (17.4%) in 2006 as compared to
2005.  Of this  decrease  (i)  $416,000 was related to a decrease in the average
price of gas sold and (ii)  $116,000 was related to a decrease in volumes of gas
sold.

      Volumes  of oil sold  increased  85  barrels,  while  volumes  of gas sold
decreased 15,865 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was  primarily  due to (i) the  successful  completion of several new wells
during late 2005 and mid 2006, (ii) an increase in production on one significant
well  following  its  successful  recompletion  during early 2006,  and (iii) an
increase in  production on another  significant  well  following its  successful
workover during mid 2006.  These  increases were partially  offset by (i) normal
declines  in  production,  (ii)  a  substantial  decline  in  production  on one
significant  well  following  an  unsuccessful  workover of that well during mid
2005, and (iii) positive prior period volume adjustments made by the operator on
one  significant  well  during  2005.  The well with a  substantial  decline  in
production is not expected to return to its previous level of production.



                                      -67-
<PAGE>



      Average oil prices  increased to $62.41 per barrel in 2006 from $52.94 per
barrel in 2005. Average gas prices decreased to $6.04 per Mcf in 2006 from $7.29
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $179,000 (34.6%) in 2006 as compared to 2005. This
increase was  primarily  due to (i) an increase in workover  expenses and (ii) a
$49,000  increase  in lease  operating  expense  during 2006  resulting  from an
increase in the Partnership's gas balancing position on several wells. As of the
date of this Annual Report,  management  anticipates workover costs remaining at
or increasing  above 2006 levels due to the increased cost to perform a workover
and the  age of the  wellbores.  These  increases  were  partially  offset  by a
decrease in production  taxes associated with the decrease in oil and gas sales.
As a percentage of oil and gas sales,  these expenses increased to 30.2% in 2006
from 18.6% in 2005,  primarily due to the dollar increase in production expenses
and the decrease in oil and gas sales.

      DD&A of oil and gas properties increased $2,000 (2.0%) in 2006 as compared
to 2005.  This  increase  was  primarily  due to (i)  several  wells being fully
depleted  during  2006  due to their  lack of  remaining  reserves  and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves.  These  increases were  partially  offset by several wells being fully
depleted during 2005 due to their lack of remaining reserves. As a percentage of
oil and gas sales,  this  expense  increased  to 4.8% in 2006 from 3.9% in 2005,
primarily due to the decrease in the average price of gas sold.

      The Partnership  recognized a non-cash charge against  earnings of $20,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained  relatively constant in 2006
and 2005.  As a percentage  of oil and gas sales,  these  expenses  increased to
12.3% in 2006 from 10.1% in 2005,  primarily  due to the decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $36,825,574 or 160.94% of Limited Partners' capital contributions.



                                      -68-
<PAGE>




                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $830,000 (42.3%) in 2005 as compared to
2004. Of this increase  $726,000 was related to an increase in the average price
of gas sold.

      Volumes  of oil sold  decreased  12  barrels,  while  volumes  of gas sold
increased  6,680 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was  primarily  due to normal  declines in  production.  This  decrease was
substantially  offset by the successful  completion of two new wells during late
2004.  The  increase  in  volumes  of gas  sold  was  primarily  due to (i)  one
significant  well  returning  to  production   during  mid  2005  following  the
resolution of transportation  problems associated with line pressure and (ii) an
increase in production  on two  significant  wells  following  their  successful
workovers  during early 2005.  These  increases were partially  offset by normal
declines in production.

      Average  oil and gas prices  increased  to $52.94 per barrel and $7.29 per
Mcf in 2005 from $37.62 per barrel and $5.22 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $46,000 (9.8%) in 2005 as compared to 2004.  This
increase was  primarily due to (i) an increase in  production  taxes  associated
with the  increase  in oil and gas sales and (ii) and an  increase  in  workover
expenses.  As a percentage  of oil and gas sales,  these  expenses  decreased to
18.6% in 2005 from 24.1% in 2004, primarily due to the increase in gas sales.

      DD&A  of oil and  gas  properties  increased  $29,000  (35.5%)  in 2005 as
compared to 2004.  Of this  increase  (i) $18,000  was due to the  depletion  of
additional capitalized costs of oil and gas properties as a result of the upward
revision in the estimate of the asset retirement  obligations,  of which $12,000
was related to previously fully depleted wells, (ii) $3,000 was due to accretion
of these additional asset retirement obligations, and (iii) one significant well
being fully  depleted  during 2005 due to its lack of remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 3.9% in 2005 from
4.1% in 2004.

      General and  administrative expenses  increased $5,000 (2.0%) in  2005  as
compared to 2004.  As a percentage of oil and gas



                                      -69-
<PAGE>



sales, these expenses decreased to 10.1% for 2005 from 14.1% in 2004,  primarily
due to the increase in gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $223,000 (12.6%) in 2006 as compared to
2005.  Of this  decrease  (i)  $217,000 was related to a decrease in the average
price of gas sold and (ii)  $40,000  was related to a decrease in volumes of gas
sold. These decreases were partially offset by an increase of $27,000 related to
an increase in the average price of oil sold.

      Volumes  of oil sold  increased  127  barrels,  while  volumes of gas sold
decreased  5,621 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful  completion of several new wells during
late 2005 and mid 2006. This increase was partially  offset by (i) a substantial
decline in production  during 2006 on one  significant  well  following its 2005
workover and (ii) normal  declines in  production.  The well with a  substantial
decline  in  production  is not  expected  to  return to its  previous  level of
production.

      Average oil prices  increased to $60.49 per barrel in 2006 from $52.56 per
barrel in 2005. Average gas prices decreased to $6.06 per Mcf in 2006 from $7.04
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $73,000 (23.6%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover  expenses.  As of the date
of this Annual Report,  management  anticipates  workover costs  remaining at or
increasing above 2006 levels due to the increased cost to perform



                                      -70-
<PAGE>



a  workover  and  the  age of the  Partnership's  wellbores.  This  increase  in
production  expenses  was  partially  offset by a decrease in  production  taxes
associated  with the decrease in oil and gas sales.  As a percentage  of oil and
gas  sales,  these  expenses  increased  to  24.7% in 2006  from  17.4% in 2005,
primarily due to the dollar increase in production  expenses and the decrease in
oil and gas sales.

      DD&A  of oil and  gas  properties  increased  $31,000  (36.4%)  in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves.  These  increases were  partially  offset by several other wells being
fully  depleted  during  2005  due to their  lack of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  increased to 7.5% in 2006 from
4.8% in 2005, primarily due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash charge against  earnings of $24,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained relatively constant for 2006
and 2005.  As a percentage  of oil and gas sales,  these  expenses  increased to
14.2% in 2006 from 12.3% in 2005,  primarily  due to the decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $34,473,051 or 201.13% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.



                                      -71-
<PAGE>



      Total oil and gas sales increased  $340,000 (23.9%) in 2005 as compared to
2004.  Of this  increase  $52,000 and $484,000  were related to increases in the
average prices of oil and gas sold.  These increases were partially  offset by a
decrease of $206,000 related to a decrease in volumes of gas sold.

      Volumes  of oil sold  increased  284  barrels,  while  volumes of gas sold
decreased 42,056 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004.  This increase was partially  offset by (i) normal  declines in production
and (ii)  positive  prior period  volume  adjustments  made by the  operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal  declines in  production  and (ii) a positive  prior period volume
adjustment  included in the receipt of first  revenues on one  significant  well
during 2004.

      Average  oil and gas prices  increased  to $52.56 per barrel and $7.04 per
Mcf in 2005 from $36.44 per barrel and $4.90 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $44,000 (16.6%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i) an increase in workover  expenses,  (ii) an
increase in production  taxes associated with the increase in oil and gas sales,
and (iii) a $6,000 increase in lease operating expense in 2005 resulting from an
increase in the  Partnership's  gas balancing  position on several  wells.  As a
percentage of oil and gas sales,  these expenses decreased to 17.4% in 2005 from
18.5% in 2004.

      DD&A  of oil and  gas  properties  decreased  $91,000  (51.6%)  in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
the decrease in volumes of gas sold.  These  decreases were partially  offset by
(i) an increase of $12,000 due to the depletion of additional  capitalized costs
of oil and gas properties as a result of the upward  revision in the estimate of
the asset  retirement  obligations,  of which  $9,000 was related to  previously
fully  depleted  wells,  (ii) an  increase  of $3,000  due to  accretion  of the
additional  asset retirement  obligations,  and (iii) one significant well being
fully  depleted  during  2005  due to  its  lack  of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 4.8% in 2005 from
12.3% in 2004, primarily due to the dollar decrease in DD&A.

      General and  administrative  expenses  increased  $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 12.3% in 2005 from 14.8% in 2004,  primarily  due to the  increase in oil and
gas sales.



                                      -72-
<PAGE>



      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $470,000 (12.4%) in 2006 as compared to
2005. Of this  decrease  $498,000 was related to a decrease in the average price
of gas sold.  This  decrease  was  partially  offset by an  increase  of $56,000
related to an increase in the average price of oil sold.

      Volumes  of oil sold  increased  228  barrels,  while  volumes of gas sold
decreased  5,663 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful  completion of several new wells during
late 2005 and mid 2006. This increase was partially  offset by (i) a substantial
decline in production  during 2006 on one  significant  well  following its 2005
workover and (ii) normal  declines in  production.  The well with a  substantial
decline  in  production  is not  expected  to  return to its  previous  level of
production.

      Average oil prices  increased to $60.56 per barrel in 2006 from $52.60 per
barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.09
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes) increased  $159,000 (24.0%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover  expenses.  As of the date
of this Annual Report,  management  anticipates  workover costs  remaining at or
increasing above 2006 levels due to the increased cost to perform a workover and
the age of the Partnership's wellbores. This increase in production expenses was
partially  offset by a decrease in production taxes associated with the decrease
in oil and gas sales. As a percentage of oil and gas sales, these



                                      -73-
<PAGE>



expenses  increased  to 24.7% in 2006 from 17.5% in 2005,  primarily  due to the
dollar increase in production expenses and the decrease in oil and gas sales.

      DD&A  of oil and  gas  properties  increased  $67,000  (36.9%)  in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves.  These  increases were  partially  offset by several other wells being
fully  depleted  during  2005  due to their  lack of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  increased to 7.5% in 2006 from
4.8% in 2005, primarily due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash charge against  earnings of $54,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and administrative  expenses remained relatively constant for 2006
and 2005.  As a percentage  of oil and gas sales,  these  expenses  increased to
13.2% in 2006 from 11.5% in 2005,  primarily  due to the decrease in oil and gas
sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $72,222,371 or 194.05% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $727,000 (23.7%) in 2005 as compared to
2004. Of this increase  $110,000 and $1,049,000 were related to increases in the
average prices of oil and gas



                                      -74-
<PAGE>



sold. These increases were partially offset by a decrease of $455,000 related to
a decrease in volumes of gas sold.

      Volumes  of oil sold  increased  631  barrels,  while  volumes of gas sold
decreased 92,416 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004.  This increase was partially  offset by (i) normal  declines in production
and (ii)  positive  prior period  volume  adjustments  made by the  operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal  declines in  production  and (ii) a positive  prior period volume
adjustment  included in the receipt of first  revenues on one  significant  well
during 2004.

      Average  oil and gas prices  increased  to $52.60 per barrel and $7.09 per
Mcf in 2005 from $36.47 per barrel and $4.93 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $99,000 (17.5%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i) an increase in workover  expenses,  (ii) an
increase in production  taxes associated with the increase in oil and gas sales,
and (iii) an $8,000 increase in lease  operating  expense in 2005 resulting from
an increase in the Partnership's  gas balancing  position on several wells. As a
percentage of oil and gas sales,  these expenses decreased to 17.5% in 2005 from
18.4% in 2004.

      DD&A of oil and  gas  properties  decreased  $213,000  (53.8%)  in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
the decrease in volumes of gas sold.  These  decreases were partially  offset by
(i) an increase of $27,000 due to the depletion of additional  capitalized costs
of oil and gas properties as a result of the upward  revision in the estimate of
the asset  retirement  obligations,  of which  $19,000 was related to previously
fully  depleted  wells,  (ii) an  increase  of $6,000  due to  accretion  of the
additional  asset retirement  obligations,  and (iii) one significant well being
fully  depleted  during  2005  due to  its  lack  of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 4.8% in 2005 from
12.9% in 2004, primarily due to the dollar decrease in DD&A.

      General and  administrative  expenses  increased  $5,000 (1.1%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 11.5% in 2005 from 14.1% in 2004,  primarily  due to the  increase in oil and
gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable



                                      -75-
<PAGE>



current  environment for oil and gas dispositions and will be selling all of the
Partnership's  properties in the liquidation  process. The Partnership will have
lower oil and gas sales and  lower  production  expenses  with the sale of these
properties.



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

                     Year Ended December 31, 2006 Compared
                        to Year Ended December 31, 2005
                    --------------------------------------

      The  following  discussion  contains  amounts for the year 2005 which have
been restated to reflect the Partnership's  assets held for sale as discontinued
operations.  See Note 6 to the combined financial  statements indexed in Item 15
hereof for more information about these discontinued operations.

      Total oil and gas sales decreased  $114,000 (12.4%) in 2006 as compared to
2005.  Of this  decrease  (i)  $117,000 was related to a decrease in the average
price of gas sold and (ii)  $13,000  was related to a decrease in volumes of gas
sold. These decreases were partially offset by an increase of $13,000 related to
an increase in the average price of oil sold.

      Volumes  of oil sold  increased  54  barrels,  while  volumes  of gas sold
decreased  1,879 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful  completion of several new wells during
late 2005 and mid 2006. This increase was partially  offset by (i) a substantial
decline in  production  during  2006 on one  significant  well  following a 2005
workover of that well and (ii) normal  declines in  production.  The well with a
substantial  decline in production  is not expected to return to its  previously
high levels of production.

      Average oil prices  increased to $60.62 per barrel in 2006 from $52.52 per
barrel in 2005. Average gas prices decreased to $6.08 per Mcf in 2006 from $7.08
per Mcf in 2005.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $36,000 (21.8%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover  expenses.  As of the date
of this Annual Report,  management  anticipates  workover costs  remaining at or
increasing above 2006 levels due to the increased cost to perform a workover and
the age of the  wellbores.  This increase was partially  offset by a decrease in
production  taxes  associated  with  the  decrease  in oil and gas  sales.  As a
percentage of oil and gas sales,  these expenses increased to 24.7% in 2006 from
17.8% in 2005,  primarily due to the dollar increase in production  expenses and
the decrease in oil and gas sales.



                                      -76-
<PAGE>




      DD&A  of oil and  gas  properties  increased  $16,000  (38.0%)  in 2006 as
compared to 2005.  This  increase was  primarily  due to (i) several wells being
fully depleted during 2006 due to their lack of remaining  reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves.  These  increases were  partially  offset by several other wells being
fully  depleted  during  2005  due to their  lack of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  increased to 7.4% in 2006 from
4.7% in 2005, primarily due to the dollar increase in DD&A.

      The Partnership  recognized a non-cash  charge against  earnings of $7,000
during  2006.  This charge was related to the decline in oil and gas prices used
to determine  recoverability  of oil and gas reserves at September  30, 2006. No
such charge was incurred during 2005.

      General and  administrative  expenses  increased  $2,000 (1.4%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 16.3% in 2006 from 14.1% in 2005,  primarily  due to the  decrease in oil and
gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's  properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.

      The Limited Partners have received cash distributions through December 31,
2006 totaling $16,783,364 or 183.00% of Limited Partners' capital contributions.


                     Year Ended December 31, 2005 Compared
                        to Year Ended December 31, 2004
                    --------------------------------------

      The  following  discussion  contains  amounts  for the years 2005 and 2004
which have been  restated to reflect the  Partnership's  assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.

      Total oil and gas sales increased  $174,000 (23.3%) in 2005 as compared to
2004.  Of this  increase  $25,000 and $253,000  were related to increases in the
average prices of oil and gas sold.  These increases were partially  offset by a
decrease of $109,000 related to a decrease in volumes of gas sold.



                                      -77-
<PAGE>



      Volumes  of oil sold  increased  117  barrels,  while  volumes of gas sold
decreased 22,001 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004.  This increase was partially  offset by (i) normal  declines in production
and (ii)  positive  prior period  volume  adjustments  made by the  operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal  declines in  production  and (ii) a positive  prior period volume
adjustment  included in the receipt of first  revenues on one  significant  well
during 2004.

      Average  oil and gas prices  increased  to $52.52 per barrel and $7.08 per
Mcf in 2005 from $36.52 per barrel and $4.95 per Mcf in 2004.

      Oil and gas production  expenses  (including lease operating  expenses and
production  taxes)  increased  $23,000 (16.5%) in 2005 as compared to 2004. This
increase  was  primarily  due to (i) an increase in workover  expenses,  (ii) an
increase in production  taxes associated with the increase in oil and gas sales,
and (iii) a $3,000 increase in lease operating expense in 2005 resulting from an
increase in the  Partnership's  gas balancing  position on several  wells.  As a
percentage of oil and gas sales,  these expenses decreased to 17.8% in 2005 from
18.8% in 2004.

      DD&A  of oil and  gas  properties  decreased  $53,000  (55.1%)  in 2005 as
compared to 2004.  This decrease was primarily due to (i) one  significant  well
being fully depleted during 2004 due to its lack of remaining  reserves and (ii)
the decrease in volumes of gas sold.  These  decreases were partially  offset by
(i) an increase of $6,000 due to the depletion of additional  capitalized  costs
of oil and gas properties as a result of the upward  revision in the estimate of
the asset  retirement  obligations,  of which  $5,000 was related to  previously
fully  depleted  wells,  (ii) an  increase  of $1,000  due to  accretion  of the
additional  asset retirement  obligations,  and (iii) one significant well being
fully  depleted  during  2005  due to  its  lack  of  remaining  reserves.  As a
percentage  of oil and gas sales,  this  expense  decreased to 4.7% in 2005 from
12.9% in 2004, primarily due to the dollar decrease in DD&A.

      General and  administrative  expenses  increased  $6,000 (4.9%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 14.1% in 2005 from 16.6% in 2004,  primarily  due to the  increase in oil and
gas sales.

      As further discussed in Notes 6 and 7 to the combined financial statements
indexed  in Item 15  hereof,  the  Partnership  is in the  process of selling an
increased  amount of the  Partnership's  properties as a result of the generally
favorable  current  environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation



                                      -78-
<PAGE>



process.  The Partnership will have lower oil and gas sales and lower production
expenses with the sale of these properties.


      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 2006,  2005, and 2004.  These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
















                  [Remainder of Page Intentionally Left Blank]




                                      -79-
<PAGE>



                             2006 Compared to 2005
                             ---------------------

                             Average Sales Prices
----------------------------------------------------------------------------
P/ship                2006                   2005(1)             % Change
------         ------------------      ------------------      -------------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil      Gas
               -------    -------      -------    -------      ---     -----
 II-A          $63.19      $6.48       $53.93      $7.23       17%     (10%)
 II-B           64.28       6.24        53.89       7.00       19%     (11%)
 II-C           64.07       6.22        53.75       6.98       19%     (11%)
 II-D           59.63       6.05        50.84       7.13       17%     (15%)
 II-E           62.41       6.04        52.94       7.29       18%     (17%)
 II-F           60.49       6.06        52.56       7.04       15%     (14%)
 II-G           60.56       6.05        52.60       7.09       15%     (15%)
 II-H           60.62       6.08        52.52       7.08       15%     (14%)

                              Production Volumes
-----------------------------------------------------------------------------
P/ship              2006                     2005(1)             % Change
------       ------------------        ------------------      --------------
               Oil       Gas            Oil        Gas          Oil      Gas
             (Bbls)     (Mcf)          (Bbls)     (Mcf)        (Bbls)   (Mcf)
             ------    -------         ------     -------      ------   -----
 II-A        37,392    521,593         39,917     579,253      ( 6%)   (10%)
 II-B        26,629    464,235         30,421     489,345      (12%)   ( 5%)
 II-C        12,078    277,010         14,075     310,311      (14%)   (11%)
 II-D        14,674    630,550         15,976     722,142      ( 8%)   (13%)
 II-E         4,592    334,024          4,507     349,889        2%    ( 5%)
 II-F         3,349    221,303          3,222     226,924        4%    ( 2%)
 II-G         7,078    478,646          6,850     484,309        3%    ( 1%)
 II-H         1,644    116,535          1,590     118,414        3%    ( 2%)

                           Average Production Costs
                         per Equivalent Barrel of Oil
                    --------------------------------------
                    P/ship     2006    2005(1)    % Change
                    ------    ------   -------    --------
                     II-A     11.29     10.03        13%
                     II-B     12.73      9.97        28%
                     II-C     11.38      8.83        29%
                     II-D      9.26      8.05        15%
                     II-E     11.57      8.24        40%
                     II-F      9.47      7.51        26%
                     II-G      9.47      7.57        25%
                     II-H      9.49      7.70        23%

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -80-
<PAGE>



                              2005 Compared to 2004
                             ---------------------

                             Average Sales Prices
--------------------------------------------------------------------------
P/ship              2005(1)                 2004(1)             % Change
------         ------------------      ------------------      -----------
                 Oil        Gas          Oil        Gas
               ($/Bbl)    ($/Mcf)      ($/Bbl)    ($/Mcf)      Oil     Gas
               -------    -------      -------    -------      ---     ---
 II-A          $53.93      7.23        $37.21      $5.42       45%     33%
 II-B           53.89      7.00         38.89       5.10       39%     37%
 II-C           53.75      6.98         38.99       5.06       38%     38%
 II-D           50.84      7.13         38.64       5.11       32%     40%
 II-E           52.94      7.29         37.62       5.22       41%     40%
 II-F           52.56      7.04         36.44       4.90       44%     44%
 II-G           52.60      7.09         36.47       4.93       44%     44%
 II-H           52.52      7.08         36.52       4.95       44%     43%

                              Production Volumes
----------------------------------------------------------------------------
P/ship            2005(1)                   2004(1)              % Change
------       ------------------        -----------------      --------------
               Oil        Gas            Oil        Gas        Oil      Gas
             (Bbls)      (Mcf)         (Bbls)      (Mcf)      (Bbls)   (Mcf)
             ------    -------         ------     -------     ------   -----
 II-A        39,917    579,253         46,952     572,607     (15%)      1%
 II-B        30,421    489,345         32,490     511,944     ( 6%)    ( 4%)
 II-C        14,075    310,311         14,712     290,665     ( 4%)      7%
 II-D        15,976    722,142         18,587     645,031     (14%)     12%
 II-E         4,507    349,889          4,519     343,209       -        2%
 II-F         3,222    226,924          2,938     268,980      10%     (16%)
 II-G         6,850    484,309          6,219     576,725      10%     (16%)
 II-H         1,590    118,414          1,473     140,415       8%     (16%)

                           Average Production Costs
                         per Equivalent Barrel of Oil
                    --------------------------------------
                    P/ship    2005(1)  2004(1)    % Change
                    ------    ------   -------    --------
                     II-A     10.03     8.56         17%
                     II-B      9.97     8.26         21%
                     II-C      8.83     7.90         12%
                     II-D      8.05     7.75          4%
                     II-E      8.24     7.64          8%
                     II-F      7.51     5.53         36%
                     II-G      7.57     5.51         37%
                     II-H      7.70     5.66         36%

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Item 7 for more  information  about
      these discontinued operations.



                                      -81-
<PAGE>




      Liquidity and Capital Resources

      See  discussion  above under the  heading  "Partnership  Termination"  for
information regarding termination of the Partnerships as of December 31, 2007.

      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
generally are not  reinvested in  productive  assets,  except to the extent that
producing  wells are  improved,  where  methods  are  employed  to  permit  more
efficient recovery of reserves,  or where identified  developmental  drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact.  Assuming  2006  production  levels for future years,  the  Partnerships
proved  reserve  quantities  at  December  31,  2006  would  have the  following
remaining lives:


                  Discontinued Operations  Continuing Operations
                  -----------------------  ---------------------
   Partnership    Gas-Years   Oil-Years    Gas-Years   Oil-Years
   -----------    ---------   ---------    ---------   ---------

     II-A            9.1        14.8          10.3        9.9
     II-B            3.4        13.2           9.3       12.8
     II-C            3.7        11.6          11.5       12.8
     II-D           13.1        11.6          12.4        6.1
     II-E            7.1         6.3          10.8        7.6
     II-F            5.3         8.6           8.5        9.1
     II-G            5.3         8.6           8.5        9.2
     II-H            5.2         8.6           8.6        9.7

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  increase or decrease in the oil and gas prices at December  31,
2006 may cause an increase or decrease in the estimated  life of said  reserves.
As discussed above, the Partnerships will terminate on December 31, 2007.

      The   Partnerships'   available   capital   from  the  Limited   Partners'
subscriptions  has been spent on oil and gas  properties  and there should be no
further material capital  resource  commitments in the future.  The Partnerships
have no debt  commitments.  Cash for  operational  purposes  will be provided by
current oil and gas production.  During 2006,  2005, and 2004, the  Partnerships
expended  no  capital  on oil and gas  acquisition  or  exploration  activities.
However,  during those years the Partnerships  expended the following amounts on
oil  and  gas  development   activities,   primarily  well   recompletions   and
developmental drilling:



                                      -82-
<PAGE>




         Partnership            2006              2005              2004
         -----------          --------          --------           --------

             II-A             $147,711          $133,494          $ 93,122
             II-B               91,436            96,434            53,458
             II-C               47,076            54,420            11,074
             II-D              129,167           151,464            16,239
             II-E               99,528            31,965            30,342
             II-F               96,507            20,736            79,459
             II-G              201,433            43,264           174,306
             II-H               46,421             9,960            43,819

While these  expenditures  reduce or eliminate  cash  available for a particular
quarterly cash distribution,  the General Partner believes that these activities
are necessary for the prudent  operation of the properties and  maximization  of
their value to the Partnerships.

      The  Partnerships  sold certain oil and gas properties  during 2006, 2005,
and 2004.  The sales 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 sales of such properties were distributed
to the  Partnerships and included in the calculation of the  Partnerships'  cash
distributions  for either the quarter the Partnerships  received the proceeds or
the quarter immediately following the Partnerships' receipt of the proceeds. The
amount of such  proceeds from the sales of oil and gas  properties  during 2006,
2005, and 2004, were as follows:

         Partnership            2006            2005           2004
         -----------        -----------        -------       --------

            II-A            $    47,161        $  -           $26,393
            II-B                  7,244           -            32,405
            II-C                  3,866           -            13,888
            II-D                 56,884         27,451           -
            II-E              2,323,217           -             8,569
            II-F              4,956,897           -            22,941
            II-G             10,442,093           -            48,031
            II-H              2,457,826           -            11,149


      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 and sale of oil and gas properties,  which will be affected
(either  positively  or  negatively)  by many factors  beyond the control of the
Partnerships, including the price of and demand for oil and gas and other market
and economic conditions. Even if prices and costs remain stable, the amount of



                                      -83-
<PAGE>



cash  available  for  distributions  will  decline  over time (as the  volume of
production from producing  properties  declines) since the  Partnerships are not
generally replacing  production through acquisitions of producing properties and
extensive drilling.

      If the  Partnerships  were to continue past December 31, 2007, the General
Partner would expect the Partnerships'  general and  administrative  expenses to
increase due to costs required to comply with Section 404 of the  Sarbanes-Oxley
Act  of  2002.  Such  anticipated  increase  would  reduce  cash  available  for
distributions.  Due to the Partnerships' termination on December 31, 2007, these
expenses will not occur; however, the Partnerships will incur increased expenses
as part of their  liquidation  (e.g.  auction  fees,  legal and  title  expenses
associated with property sales, etc.).


      Off-Balance Sheet Arrangements

      The Partnerships do not have any off-balance sheet arrangements.


      Tabular Disclosure of Contractual Obligations

      The Partnerships do not have any contractual obligations of the type which
are  required  by the SEC to be  disclosed  in this  Annual  Report  under  this
heading.


      Critical Accounting Policies

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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation, depletion, and amortization includes



                                      -84-
<PAGE>



estimated  dismantlement and abandonment costs, net of estimated salvage values.
When complete units of depreciable  property are retired or sold, the asset cost
and  related  accumulated  depreciation  are  eliminated  with  any gain or loss
reflected in income.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved  oil  and gas  properties  for  each  oil  and  gas  well.  If the
unamortized  costs,  net of salvage value, of oil and gas properties  exceed the
expected  undiscounted  future cash flows from such properties,  the cost of the
properties  is written  down to fair  value,  which is  determined  by using the
discounted future cash flows from the properties.  In the third quarter of 2006,
natural  gas  prices  declined  significantly.  Consequently,  the  partnerships
incurred  impairments  utilizing  the natural  gas spot  prices that  existed on
September 30, 2006. The impairments related to continuing  operations recognized
in the third quarter totaled  approximately  $13,000,  $7,000,  $5,000,  $3,000,
$20,000,  $24,000,  $54,000,  and $7,000 for the II-A,  II-B,  II-C, II-D, II-E,
II-F, II-G, and II-H Partnerships, respectively. Once incurred, an impairment of
oil and natural gas properties is not reversible.

      The  Deferred  Charge on the  Balance  Sheets  included  in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection  with  the  Partnerships'   underproduced  gas  imbalance  positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The rates used in  calculating  the  Deferred  Charge and
Accrued Liability are the annual average production cost per Mcf.

      The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships'  wells under short-term purchase
contracts  at  prevailing  prices  in  accordance  with  arrangements  which are
customary  in  the  oil  and  gas  industry.  Sales  of  gas  applicable  to the
Partnerships'  interest in producing  oil and gas leases are recorded as revenue
when  the gas is  metered  and  title  transferred  pursuant  to the  gas  sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a  Partnership's  sales of gas exceed its pro rata ownership in a well,  such
sales are recorded as revenues  unless  total sales from the well have  exceeded
the Partnership's share of estimated total gas reserves underlying the property,
at which time such excess is recorded as a liability.  The rates per Mcf used to
calculate  this  liability  are  based on the  average  gas  price for which the
Partnerships  are currently  settling  similar  liabilities.  These amounts were
recorded as gas imbalance  payables in accordance  with the sales method.  These
gas  imbalance  payables  will  be  settled  by  either  gas  production  by the
underproduced party in excess of current estimates of total gas reserves for the
well or by a negotiated or contractual payment to the underproduced party.



                                      -85-
<PAGE>




      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas  reserves  are  exhausted.  The  Partnerships  follow  FAS No.  143,
"Accounting  for Asset  Retirement  Obligations"  in  accounting  for the future
expenditures that will be necessary to plug and abandon these wells. FAS No. 143
requires the estimated plugging and abandonment  obligations to be recognized in
the  period  in which  they are  incurred  (i.e.  when  the well is  drilled  or
acquired)  if a  reasonable  estimate  of  fair  value  can  be  made  and to be
capitalized as part of the carrying amount of the well.


      New Accounting Pronouncement

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements. FAS No. 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.


      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.  Inflationary  pressure on drilling and
operating costs have impacted the operating costs and drilling costs incurred by
the  Partnerships.  This  pressure is expected to continue if  commodity  prices
remain at their current levels. 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  value  of  net  assets  in   liquidation  of  the   Partnerships   is
substantially  dependent  on prices of crude oil,  natural  gas, and natural gas
liquids.  Declines in commodity  prices will adversely affect the amount of cash
that  will be  received  from  the  sale of oil and gas and from the sale of the
Partnerships' oil and gas properties in liquidation,  and thus ultimately affect
the amount of cash that will be available for distribution to the partners.  The
following  table presents the estimated  change in value presuming a decrease of
10% in forecasted natural gas and



                                      -86-
<PAGE>



crude oil  prices.  These  estimated  decreases  in  liquidation  values  are in
comparison to the estimated liquidation value calculated using strip pricing for
the unaudited  pro-forma  combined balance sheets at December 31, 2006 presented
in Note 7 to the combined financial statements indexed in Item 15 hereof.


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

     II-A            $269,000        $2,417,000       $2,686,000
     II-B             195,000         1,757,000        1,952,000
     II-C             103,000           931,000        1,034,000
     II-D             208,000         1,874,000        2,082,000
     II-E              94,000           846,000          940,000
     II-F             108,000           969,000        1,077,000
     II-G             229,000         2,058,000        2,287,000
     II-H              54,000           488,000          542,000



ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The financial  statements and supplementary  data are indexed in Item 15
hereof.  Such  financial  statements  and  supplementary  data are  audited  and
presented on a going concern basis. Since termination of the Partnerships is now
imminent,  the General Partner has prepared unaudited pro forma combined balance
sheets which are presented on a liquidation basis.  These unaudited  liquidation
basis pro forma combined  balance sheets are included in Note 7 to the financial
statements indexed in Item 15 hereof.



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

      None.



ITEM 9A.   CONTROLS AND PROCEDURES

      As of the  end of  this  period  covered  by this  report,  the  principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships'  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  and Exchange Act of 1934).  Based on this
evaluation,  such officers concluded that the Partnerships'  disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the  Partnerships  in  reports  filed  under the  Exchange  Act is  recorded,
processed, summarized, and reported accurately and within the time periods



                                      -87-
<PAGE>



specified  in the  Securities  and  Exchange  Commission  rules and forms.  This
evaluation did not result in any changes in the  Partnerships'  internal control
over financial reporting that materially affected,  or were reasonably likely to
materially affect, the Partnerships' internal control over financial reporting.



ITEM 9B.    OTHER INFORMATION

      The  General  Partner  is not  aware  of any  information  required  to be
reported  on Form 8-K  during  the  fourth  quarter of 2006 but which was not so
reported.



                                   PART III.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER, AND CORPORATE
            GOVERNANCE

      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       55      President and Director

      Judy K. Fox           56      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.



                                      -88-
<PAGE>



      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 2006 of reports required under Section 16 of the Securities  Exchange Act
of 1934.


      Audit Committee Financial Expert

      The  Partnerships  are not  required by SEC  regulations  or  otherwise to
maintain an audit  committee.  The board of  directors  of the  General  Partner
serves as the audit  committee.  The board of directors  of the General  Partner
consists  of one  person  who is not an audit  committee  financial  expert,  as
defined in the SEC regulations.


      Compensation Committee Interlocks and Insider Participation

      As described above and in "Item 11.  Executive  Compensation"  below,  the
Partnerships  have no directors or executive  officers.  The General  Partner is
compensated by way of  reimbursement  of actual general and  administrative  and
operating   costs  incurred  and   attributable   to  the   Partnerships.   Such
reimbursements  are  governed  by the  terms  of the  Partnerships'  partnership
agreements.  No directors or executive  officers of the General  Partner receive
compensation  directly from the Partnerships.  Accordingly,  the Partnerships do
not maintain a compensation committee.

      Compensation Committee Report

      As described above, the Partnerships do not have a compensation  committee
or any board  performing  equivalent  functions.  The board of  directors of the
General Partner has not reviewed and discussed the  Compensation  Discussion and
Analysis with  management of the General  Partner and does not believe that such
Compensation Discussion and Analysis should be included in this Annual Report on
Form 10-K. The board of directors of the General Partner  consists of Mr. Dennis
R. Neill.




                                      -89-
<PAGE>



      Code of Ethics

      The General  Partner has adopted a Code of Ethics which  applies to all of
its  executive  officers,  including  those persons who perform the functions of
principal  executive  officer,   principal  financial  officer,   and  principal
accounting  officer.  The Partnerships  will provide,  free of charge, a copy of
this Code of Ethics to any person upon  receipt of a written  request  mailed to
Geodyne Resources,  Inc., Investor Services,  Samson Plaza, Two West 2nd Street,
Tulsa,  OK 74103.  Such  request  must  include the address to which the Code of
Ethics should be mailed.



ITEM 11.    EXECUTIVE COMPENSATION

      The General  Partner and its  affiliates are reimbursed for actual general
and  administrative  costs and operating costs incurred and  attributable to the
conduct of the business affairs and operations of the Partnerships,  computed on
a cost basis,  determined  in  accordance  with  generally  accepted  accounting
principles.  Such reimbursed  costs and expenses  allocated to the  Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional  services,  and other items generally
classified  as general or  administrative  expense.  When actual costs  incurred
benefit other  Partnerships and affiliates,  the allocation of costs is based on
the  relationship of the  Partnerships'  reserves to the total reserves owned by
all  Partnerships  and  affiliates.  The  amount of general  and  administrative
expense allocated to the General Partner and its affiliates which was charged to
each  Partnership  during 2006, 2005, and 2004, 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        2006         2005          2004
            -----------      --------     --------      --------

               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



                                      -90-
<PAGE>



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 2006, 2005, and 2004:


                  [Remainder of Page Intentionally Left Blank]





                                      -91-
<PAGE>




<TABLE>

                                                 Salary Reimbursements

                                                    II-A Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>     <c>          <c>         <c>          <c>           <c>         <c>        <c>
Dennis R. Neill,
President(1)            2004       -         -           -            -             -           -          -
                        2005       -         -           -            -             -           -          -
                        2006       -         -           -            -             -           -          -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $296,458     -           -            -             -           -          -
                        2005    $304,212     -           -            -             -           -          -
                        2006    $312,463     -           -            -             -           -          -

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


                                      -92-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-B Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>      <c>            <c>         <c>          <c>           <c>           <c>         <c>
Dennis R. Neill,
President(1)            2004        -           -           -            -             -             -           -
                        2005        -           -           -            -             -             -           -
                        2006        -           -           -            -             -             -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $221,431       -           -            -             -             -           -
                        2005     $227,222       -           -            -             -             -           -
                        2006     $233,385       -           -            -             -             -           -

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



                                      -93-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-C Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>      <c>            <c>         <c>         <c>            <c>         <c>         <c>
Dennis R. Neill,
President(1)            2004        -           -           -           -              -           -           -
                        2005        -           -           -           -              -           -           -
                        2006        -           -           -           -              -           -           -


All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $94,651        -           -           -              -           -           -
                        2005     $97,126        -           -           -              -           -           -
                        2006     $99,761        -           -           -              -           -           -
      ----------
(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>



                                      -94-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    II-D Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>      <c>            <c>         <c>           <c>           <c>        <c>         <c>
Dennis R. Neill,
President(1)            2004        -           -           -             -             -          -           -
                        2005        -           -           -             -             -          -           -
                        2006        -           -           -             -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $192,756       -           -             -             -          -           -
                        2005     $197,797       -           -             -             -          -           -
                        2006     $203,162       -           -             -             -          -           -

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


                                      -95-
<PAGE>


<TABLE>

                                                  Salary Reimbursements

                                                    II-E Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>      <c>           <c>        <c>           <c>            <c>         <c>         <c>
Dennis R. Neill,
President(1)            2004        -          -          -             -              -           -           -
                        2005        -          -          -             -              -           -           -
                        2006        -          -          -             -              -           -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $140,074      -          -             -              -           -           -
                        2005     $143,738      -          -             -              -           -           -
                        2006     $147,637      -          -             -              -           -           -

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



                                      -96-
<PAGE>

<TABLE>


                                                  Salary Reimbursements

                                                    II-F Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>      <c>            <c>        <c>            <c>           <c>        <c>         <c>
Dennis R. Neill,
President(1)            2004        -           -          -              -             -          -           -
                        2005        -           -          -              -             -          -           -
                        2006        -           -          -              -             -          -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004     $104,923       -          -              -             -          -           -
                        2005     $107,667       -          -              -             -          -           -
                        2006     $110,588       -          -              -             -          -           -
      ----------
(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>



                                      -97-
<PAGE>



<TABLE>

                                                  Salary Reimbursements

                                                    II-G Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>     <c>           <c>        <c>           <c>          <c>            <c>         <c>
Dennis R. Neill,
President(1)            2004       -          -          -             -            -              -           -
                        2005       -          -          -             -            -              -           -
                        2006       -          -          -             -            -              -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $227,837      -          -             -            -              -           -
                        2005    $233,796      -          -             -            -              -           -
                        2006    $240,138      -          -             -            -              -           -

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



                                      -98-
<PAGE>


<TABLE>


                                                  Salary Reimbursements
                                                    II-H Partnership
                                                    ----------------
                                           Three Years Ended December 31, 2006
<CAPTION>

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

                     <c>     <c>            <c>         <c>        <c>             <c>          <c>         <c>
Dennis R. Neill,
President(1)            2004       -           -           -          -               -            -           -
                        2005       -           -           -          -               -            -           -
                        2006       -           -           -          -               -            -           -

All Executive
Officers,
Directors,
and Employees
as a group(2)           2004    $56,143        -           -          -               -            -           -
                        2005    $57,611        -           -          -               -            -           -
                        2006    $59,174        -           -          -               -            -           -

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



                                      -99-
<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
during the year ended  December  31, 2006 is  approximately  as set forth on the
table below:

             Partnership             Amount
             -----------            -------
                  II-A              $55,000
                  II-B               53,000
                  II-C               25,000
                  II-D               30,000
                  II-E               34,000
                  II-F               28,000
                  II-G               62,000
                  II-H               16,000


      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 the date of filing  this  Annual  Report 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.




                                     -100-
<PAGE>




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

II-A Partnership:
----------------
   Samson Resources Company                            159,064 (32.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  159,064 (32.8%)


II-B Partnership:
----------------
   Samson Resources Company                            114,604 (31.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  114,604 (31.7%)


II-C Partnership:
----------------
   Samson Resources Company                             55,814 (36.1%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   55,814 (36.1%)


II-D Partnership:
----------------
   Samson Resources Company                            104,500 (33.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                  104,500 (33.2%)




                                     -101-
<PAGE>



II-E Partnership:
----------------
   Samson Resources Company                             79,588 (34.8%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   79,588 (34.8%)


II-F Partnership:
----------------
   Samson Resources Company                             49,105 (28.7%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   49,105 (28.7%)


II-G Partnership:
----------------
   Samson Resources Company                             89,977 (24.2%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   89,977 (24.2%)


II-H Partnership:
----------------
   Samson Resources Company                             29,218 (31.9%)

   All affiliates, directors,
      and officers of the General
      Partner as a group and
      the General Partner (4 persons)                   29,218 (31.9%)



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
          DIRECTOR INDEPENDENCE

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



                                     -102-
<PAGE>



      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.

      The  Partnerships  will  terminate as of December 31, 2007. As part of the
liquidation  and  winding-up  process the General  Partner  will  liquidate  the
Partnerships'  properties by offering  them to all  interested  parties  through
normal oil and gas property auction processes as well as appropriate  negotiated
transactions.  It is  possible  that  the  General  Partner  will  package  some
properties  which have value  with  properties  that have no or low value or are
burdened with actual or potential  liabilities.  The General  Partner intends to
sell all such  property  packages  and any  associated  or  otherwise  remaining
Partnership  assets and  liabilities  to the highest  bidder at  auction.  It is
possible that  affiliates of the General  Partner may  participate in any public
auction of these properties and may be the successful high bidder on some or all
of the properties.





                                     -103-
<PAGE>




ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      During 2006 and 2005, each Partnership incurred the following audit fees:

                                          2006           2005
                                         -------        -------
      Year-end audit per
       engagement letter                 $26,418        $23,716
      1st quarter 10-Q review              1,020            925
      2nd quarter 10-Q review              1,020            917
      3rd quarter 10-Q review              1,020            917
      8-K Reviews(1)                       4,525           -

      (1) This fee relates to II-E, II-F, II-G and II-H only.



      Audit-Related Fees

      During 2006 and 2005 the Partnerships did not pay any  audit-related  fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.


      Tax Fees

      During 2006 and 2005 the Partnerships did not pay any tax compliance,  tax
advice,  or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.


      All Other Fees

      During  2006 and 2005 the  Partnerships  did not pay any other fees of the
type  required  by the SEC to be  disclosed  in this  Annual  Report  under this
heading.


      Audit Approval

      The  Partnerships  do not have audit committee  pre-approval  policies and
procedures as described in paragraph  (c)(7)(i) of Rule 2-01 of Regulation  S-X.
The  Partnerships  did not receive any  services of the type  described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.




                                     -104-
<PAGE>



      Audit and Related Fees paid by Affiliates

      The  Partnerships'  independent  registered  public  accountants  received
compensation from other limited  partnerships managed by the General Partner and
from other entities  affiliated with the General Partner.  This  compensation is
for audit services, tax related services, and other accounting-related services.
The General  Partner  does not believe  this  arrangement  creates a conflict of
interest or impairs the independent registered public accountants' independence.



                                    PART IV.


ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

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

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

            as of December  31, 2006 and 2005 and for each of the three years in
            the period ended December 31, 2006 are filed as part of this report:

            Report of Independent Registered Public Accounting Firm
            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




                                     -105-
<PAGE>



      (2) Financial Statement Schedules:

            None.

      (3)   Exhibits:

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

 4.1     Agreement and  Certificate of Limited  Partnership  dated July 22, 1987
         for the  Geodyne  Energy  Income  Limited  Partnership  II-A,  filed as
         Exhibit 4.1 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.2     First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.3     Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-A,  filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.4     Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-A,  filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.5     Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.6     Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
         period ended  December  31, 2003,  filed with the SEC on March 19, 2004
         and is hereby incorporated by reference.




                                     -106-
<PAGE>



 4.7     Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership  dated October 27, 2005 for Geodyne  Energy Income
         Limited  Partnership II-A filed as Exhibit 4.7 to Annual Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.8     Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-A, filed as
         Exhibit 4.6 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.9     Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.10    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.11    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited  Partnership  II-A,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K for period ended  December  31,  2003,  filed with the SEC on
         March 19, 2004 and is hereby incorporated by reference.

 4.12    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated October 27, 2005 for Geodyne  Energy Income  Limited
         Partnership  II-A filed as Exhibit  4.12 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.13    Agreement and Certificate of Limited Partnership dated October 14, 1987
         for the  Geodyne  Energy  Income  Limited  Partnership  II-B,  filed as
         Exhibit 4.9 to Annual Report on Form 10-K405 for period ended  December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.14    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-B,  filed as Exhibit 4.10 to Annual  Report on
         Form 10-K405 for



                                     -107-
<PAGE>



         period ended December 31, 2001, filed with the SEC on February 26, 2002
         and is hereby incorporated by reference.

 4.15    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.16    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.17    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B,  filed as  Exhibit  4.13 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.18    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-B filed as Exhibit  4.16 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.19    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership  dated October 27, 2005 for Geodyne  Energy Income
         Limited Partnership II-B filed as Exhibit 4.19 to Annual Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.20    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-B, filed as
         Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.21    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-B,  filed as  Exhibit  4.15 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.22    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership dated November 14, 2001, for the Geodyne



                                     -108-
<PAGE>



         Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.23    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

 4.24    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-B dated
         October  27, 2005 filed as Exhibit  4.24 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.25    Agreement and Certificate of Limited Partnership dated January 13, 1988
         for the  Geodyne  Energy  Income  Limited  Partnership  II-C,  filed as
         Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.26    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-C,  filed as Exhibit 4.18 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.27    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.28    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.29    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C,  filed as  Exhibit  4.21 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.



                                     -109-
<PAGE>




 4.30    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-C filed as Exhibit  4.26 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.31    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership  dated October 27, 2005 for Geodyne  Energy Income
         Limited Partnership II-C filed as Exhibit 4.31 to Annual Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.32    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-C, filed as
         Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.33    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-C,  filed as  Exhibit  4.23 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.34    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-C,  filed as Exhibit 4.24 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.35    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

 4.36    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-C dated
         October 27, 2005,  filed as Exhibit 4.36 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.37    Agreement and Certificate of Limited Partnership dated May 10, 1988 for
         the Geodyne Energy Income Limited  Partnership  II-D,  filed as Exhibit
         4.25 to Annual Report on Form 10-K405



                                     -110-
<PAGE>



         for period ended December 31, 2001,  filed with the SEC on February 26,
         2002 and is hereby incorporated by reference.

 4.38    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-D,  filed as Exhibit 4.26 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.39    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.40    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.41    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D,  filed as  Exhibit  4.29 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.42    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-D filed as Exhibit  4.36 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.43    Sixth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership  dated October 27, 2005 for Geodyne  Energy Income
         Limited Partnership II-D filed as Exhibit 4.43 to Annual Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.44    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-D, filed as
         Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.



                                     -111-
<PAGE>



 4.45    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-D,  filed as  Exhibit  4.31 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.46    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-D,  filed as Exhibit 4.32 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.47    Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated  November 18, 2003,  for the Geodyne  Energy  Income
         Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
         10-K for period ended  December  31, 2003,  filed with the SEC on March
         19, 2004 and is hereby incorporated by reference.

 4.48    Fifth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  of Geodyne Energy Income  Limited  Partnership  II-D dated
         October  27, 2005 filed as Exhibit  4.48 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.49    Agreement and  Certificate of Limited  Partnership  dated September 27,
         1988 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.50    First  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership and First Amendment to Agreement and Certificate of Limited
         Partnership  dated  February  24,  1993 for the Geodyne  Energy  Income
         Limited  Partnership  II-E,  filed as Exhibit 4.34 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.51    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.52    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
         ended December 31,



                                     -112-
<PAGE>



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

 4.53    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.54    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E,  filed as  Exhibit  4.38 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.55    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-E filed as Exhibit  4.47 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.56    Seventh Amendment to Amended and Restated  Agreement and Certificate of
         Limited  Partnership of Geodyne Energy Income Limited  Partnership II-E
         dated  October 27, 2005 filed as Exhibit 4.56 to Annual  Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.57    Amended and Restated  Certificate of Limited Partnership dated March 9,
         1989 for the Geodyne Energy Income Limited  Partnership  II-E, filed as
         Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.58    Second  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership  dated July 1, 1996,  for the Geodyne Energy Income Limited
         Partnership  II-E,  filed as  Exhibit  4.40 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.59    Third  Amendment  to  Amended  and  Restated   Certificate  of  Limited
         Partnership  dated  November 14, 2001,  for the Geodyne  Energy  Income
         Limited  Partnership  II-E,  filed as Exhibit 4.41 to Annual  Report on
         Form 10-K405 for period ended December 31, 2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

4.60     Fourth  Amendment  to  Amended  and  Restated  Certificate  of  Limited
         Partnership dated November 18, 2003, for the Geodyne



                                     -113-
<PAGE>



         Energy Income Limited  Partnership II-E filed as Exhibit 4.51 to Annual
         Report on Form 10-K for period ended December 31, 2003,  filed with the
         SEC on March 19, 2004 and is hereby incorporated by reference.

 4.61    Fifth  Amendment to Amended and Restated  Agreement and  Certificate of
         Limited  Partnership  dated October 27, 2005 for Geodyne  Energy Income
         Limited Partnership II-E filed as Exhibit 4.61 to Annual Report on Form
         10-K for period ended  December  31, 2005,  filed with the SEC on March
         29, 2006 and is hereby incorporated by reference.

 4.62    Agreement and Certificate of Limited  Partnership dated January 5, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-F,  filed as
         Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.63    Certificate  of Limited  Partnership  dated  January  5, 1989,  for the
         Geodyne Energy Income Limited  Partnership II-F, filed as Exhibit 4.42a
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.64    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.65    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.66    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.67    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.



                                     -114-
<PAGE>



 4.68    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F,  filed as  Exhibit  4.48 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.69    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated  November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-F filed as Exhibit  4.59 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.70    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         dated  October  27,  2005  for  the  Geodyne   Energy  Income   Limited
         Partnership  II-F filed as Exhibit  4.70 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.71    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-F, filed as
         Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.72    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
         as Exhibit  4.49 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.73    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-F filed
         as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

 4.74    Fifth Amendment to Certificate of Limited Partnership dated October 27,
         2005 for the Geodyne  Energy Income Limited  Partnership  II-F filed as
         Exhibit 4.74 to Annual  Report on Form 10-K for period  ended  December
         31,  2005,  filed  with  the  SEC on  March  29,  2006  and  is  hereby
         incorporated by reference.

 4.75    Agreement and Certificate of Limited  Partnership  dated April 10, 1989
         for the  Geodyne  Energy  Income  Limited  Partnership  II-G,  filed as
         Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.



                                     -115-
<PAGE>



 4.76    Certificate  of  Limited  Partnership  dated  April 10,  1989,  for the
         Geodyne Energy Income Limited  Partnership  II-G, filed as Exhibit 4.51
         to Annual  Report on Form 10-K405 for period  ended  December 31, 2001,
         filed with the SEC on February 26, 2002 and is hereby  incorporated  by
         reference.

 4.77    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.78    Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.79    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.80    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.81    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G,  filed as  Exhibit  4.56 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.82    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-G filed as Exhibit  4.70 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference..

 4.83    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         dated  October  27,  2005  for  the  Geodyne   Energy  Income   Limited
         Partnership  II-G filed as Exhibit  4.83 to Annual  Report on Form 10-K
         for period ended December 31,



                                     -116-
<PAGE>



         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.

 4.84    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-G, filed as
         Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.85    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
         as Exhibit  4.58 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 4.86    Fourth Amendment to Certificate of Limited  Partnership  dated November
         14, 2003, for the Geodyne Energy Income Limited  Partnership II-G filed
         as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

 4.87    Fifth Amendment to Certificate of Limited Partnership dated October 27,
         2005, for the Geodyne Energy Income Limited  Partnership  II-G filed as
         Exhibit 4.87 to Annual  Report on Form 10-K for period  ended  December
         31,  2005,  filed  with  the  SEC on  March  29,  2006  and  is  hereby
         incorporated by reference.

 4.88    Agreement and Certificate of Limited Partnership dated May 17, 1989 for
         the Geodyne Energy Income Limited  Partnership  II-H,  filed as Exhibit
         4.59 to Annual  Report on Form  10-K405 for period  ended  December 31,
         2001,   filed  with  the  SEC  on  February  26,  2002  and  is  hereby
         incorporated by reference.

 4.89    Certificate of Limited  Partnership dated May 17, 1989, for the Geodyne
         Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.90    First  Amendment  to  Certificate  of  Limited  Partnership  and  First
         Amendment to Agreement and  Certificate  of Limited  Partnership  dated
         February 25, 1993 for the Geodyne  Energy  Income  Limited  Partnership
         II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

4.91     Second  Amendment to Agreement and  Certificate of Limited  Partnership
         dated August 4, 1993 for the Geodyne Energy Income Limited  Partnership
         II-H, filed as Exhibit 4.62 to



                                     -117-
<PAGE>



         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 4.92    Third  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
         II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.93    Fourth  Amendment to Agreement and  Certificate of Limited  Partnership
         dated July 1, 1996 for the Geodyne  Energy Income  Limited  Partnership
         II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
         ended December 31, 2001, filed with the SEC on February 26, 2002 and is
         hereby incorporated by reference.

 4.94    Fifth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  14,  2001  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H,  filed as  Exhibit  4.65 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 4.95    Sixth  Amendment to Agreement and  Certificate  of Limited  Partnership
         dated   November  18,  2003  for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H filed as Exhibit  4.81 to Annual  Report on Form 10-K
         for period ended  December  31,  2003,  filed with the SEC on March 19,
         2004 and is hereby incorporated by reference.

 4.96    Seventh  Amendment to Agreement and Certificate of Limited  Partnership
         dated  October  27,  2005,   for  the  Geodyne  Energy  Income  Limited
         Partnership  II-H filed as Exhibit  4.96 to Annual  Report on Form 10-K
         for period ended  December  31,  2005,  filed with the SEC on March 29,
         2006 and is hereby incorporated by reference.

 4.97    Second  Amendment to Certificate of Limited  Partnership  dated July 1,
         1996, for the Geodyne Energy Income Limited  Partnership II-H, filed as
         Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
         31,  2001,  filed  with the SEC on  February  26,  2002  and is  hereby
         incorporated by reference.

 4.98    Third  Amendment to Certificate of Limited  Partnership  dated November
         14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
         as Exhibit  4.67 to Annual  Report on Form  10-K405  for  period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.



                                     -118-
<PAGE>



 4.99    Fourth Amendment to Certificate of Limited  Partnership  dated November
         18, 2003, for the Geodyne Energy Income Limited  Partnership II-H filed
         as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
         31,  2003,  filed  with  the  SEC on  March  19,  2004  and  is  hereby
         incorporated by reference.

4.100    Fifth Amendment to Certificate of Limited Partnership dated October 27,
         2005, for the Geodyne Energy Income Limited  Partnership II-H, filed as
         Exhibit 4.100 to Annual  Report on Form 10-K for period ended  December
         31,  2005,  filed  with  the  SEC on  March  29,  2006  and  is  hereby
         incorporated by reference.

 10.1    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-A,  filed as  Exhibit  10.1 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.2    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.2 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.3    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-A, filed as Exhibit 10.3 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.4    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-A,  filed as Exhibit  10.4 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.5    Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership  II-A filed as Exhibit 10.5 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.6    Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-A,  filed as Exhibit  10.6 to Annual  Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.

 10.7    Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-B,  filed as  Exhibit  10.5 to  Annual  Report  on Form
         10-K405 for period ended December 31, 2001,



                                     -119-
<PAGE>



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

 10.8    First Amendment to Agreement of Partnership dated February 26, 1993 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.6 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.9    Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership  II-B, filed as Exhibit 10.7 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.10   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the  Geodyne  Production  Partnership  II-B,  filed as Exhibit  10.8 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.11   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-B filed as Exhibit 10.10 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.12   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-B,  filed as Exhibit  10.12 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.

 10.13   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-C,  filed as  Exhibit  10.9 to  Annual  Report  on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.14   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.15   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-C, filed as Exhibit 10.11 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

10.16    Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne Production Partnership II-C, filed



                                     -120-
<PAGE>



         as Exhibit  10.12 to Annual  Report on Form  10-K405  for period  ended
         December  31,  2001,  filed with the SEC on  February  26,  2002 and is
         hereby incorporated by reference.

 10.17   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-C filed as Exhibit 10.15 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.18   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-C,  filed as Exhibit  10.18 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.

 10.19   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.20   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.21   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-D, filed as Exhibit 10.15 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.22   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.23   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-D filed as Exhibit 10.20 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.24   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-D,  filed as Exhibit  10.24 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.



                                     -121-
<PAGE>



 10.25   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.26   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.27   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-E, filed as Exhibit 10.19 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.28   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.29   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-E filed as Exhibit 10.25 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.30   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-E,  filed as Exhibit  10.30 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.

 10.31   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.32   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.33   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-F, filed as Exhibit 10.23 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.



                                     -122-
<PAGE>



 10.34   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.24 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.35   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-F filed as Exhibit 10.30 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.36   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-F,  filed as Exhibit  10.36 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 and is
         hereby incorporated by reference.

 10.37   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.38   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.39   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-G, filed as Exhibit 10.27 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.40   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.41   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-G filed as Exhibit 10.35 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.42   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-G,  filed as Exhibit  10.42 to Annual Report on Form 10-K for period
         ended December 31,



                                     -123-
<PAGE>



         2005,  filed with the SEC on March 29, 2006 and is hereby  incorporated
         by reference.

 10.43   Agreement of Partnership dated July 22, 1987 for the Geodyne Production
         Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report on Form
         10-K405  for period  ended  December  31,  2001,  filed with the SEC on
         February 26, 2002 and is hereby incorporated by reference.

 10.44   First Amendment to Agreement of Partnership dated February 26, 1993 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.45   Second Amendment to Agreement of Partnership dated July 1, 1996 for the
         Geodyne  Production  Partnership II-H, filed as Exhibit 10.31 to Annual
         Report on Form 10-K405 for period ended  December 31, 2001,  filed with
         the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.46   Third Amendment to Agreement of Partnership dated November 14, 2001 for
         the Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to
         Annual Report on Form 10-K405 for period ended December 31, 2001, filed
         with  the SEC on  February  26,  2002  and is  hereby  incorporated  by
         reference.

 10.47   Fourth  Amendment to Agreement of  Partnership  dated November 18, 2003
         for the Geodyne  Production  Partnership II-H filed as Exhibit 10.40 to
         Annual  Report on Form 10-K for period ended  December 31, 2003,  filed
         with the SEC on March 19, 2004 and is hereby incorporated by reference.

 10.48   Fifth Amendment to Amended and Restated  Agreement of Partnership dated
         October 27, 2005, for the Geodyne Energy Income Production  Partnership
         II-H,  filed as Exhibit  10.48 to Annual Report on Form 10-K for period
         ended  December 31,  2005,  filed with the SEC on March 29, 2006 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.



                                     -124-
<PAGE>



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

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

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

*31.1    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.

*31.2    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-A.

*31.3    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.4    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-B.

*31.5    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.6    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-C.

*31.7    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.8    Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-D.

*31.9    Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.10   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-E.

*31.11   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.



                                     -125-
<PAGE>



*31.12   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-F.

*31.13   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.

*31.14   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-G.

*31.15   Certification  by Dennis R. Neill required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*31.16   Certification  by Craig D. Loseke required by Rule  13a-14(a)/15d-14(a)
         for the Geodyne Energy Income Limited Partnership II-H.

*32.1    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-A.

*32.2    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-B.

*32.3    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-C.

*32.4    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-D.

*32.5    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-E.

*32.6    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-F.

*32.7    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-G.

*32.8    Certification  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
         Income Limited Partnership II-H.



                                     -126-
<PAGE>




         All other Exhibits are omitted as inapplicable.

         ----------

         *Filed herewith.





                                     -127-
<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

                                          April 16, 2007


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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities  (with respect to the registrant's  general  partner,  Geodyne
Resources, Inc.) on the dates indicated.

By:   //s//Dennis R. Neill       President and            April 16, 2007
      --------------------       Director (Principal
         Dennis R. Neill         Executive Officer)


      //s//Craig D. Loseke       Chief Accounting         April 16, 2007
      --------------------       Officer (Principal
         Craig D. Loseke         Accounting and
                                 Financial Officer)

      //s//Judy K. Fox
      --------------------       Secretary                April 16, 2007
         Judy K. Fox


                                     -128-
<PAGE>



ITEM 8:    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.






PricewaterhouseCoopers LLP


Tulsa, Oklahoma
April 16, 2007



                                      F-1
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                 GEODYNE PRODUCTION PARTNERSHIP II-A
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                            2006         2005
                                        ------------ ------------
CURRENT ASSETS:
   Cash and cash equivalents             $1,537,147   $2,121,512
   Accounts receivable:
      Oil and gas sales                     962,804    1,539,562
   Assets held for sale (Note 6)            658,156         -
                                          ---------    ---------
      Total current assets               $3,158,107   $3,661,074

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,928,699    2,469,366

DEFERRED CHARGE                             548,671      601,624
                                          ---------    ---------
                                         $5,635,477   $6,732,064
                                          =========    =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  376,866   $  347,424
   Gas imbalance payable                     95,852       96,957
   Asset retirement obligation
      current (Note 1)                       14,586       41,485
   Asset retirement obligation -
      held for sale (Note 6)                222,378         -
   Liabilities - held for sale
      (Note 6)                              114,978         -
                                          ---------    ---------
      Total current liabilities          $  824,660   $  485,866

LONG-TERM LIABILITIES:
   Accrued liability                     $  149,173   $  155,405
   Asset retirement obligation (Note 1)     655,276      863,302
                                          ---------    ---------
      Total long-term liabilities        $  804,449   $1,018,707



                                      F-2
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  205,056) ($  132,231)
   Limited Partners, issued and
      outstanding, 484,283 Units          4,211,424    5,359,722
                                          ---------    ---------
      Total Partners' capital            $4,006,368   $5,227,491
                                          ---------    ---------
                                         $5,635,477   $6,732,064
                                          =========    =========

































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



                                      F-3
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                 GEODYNE PRODUCTION PARTNERSHIP II-A
                  Combined Statements of Operations
        For the Years Ended December 31, 2006, 2005, and 2004

                                 2006        2005        2004
                              ----------  ----------  ----------
REVENUES:
   Oil and gas sales          $5,744,792  $6,337,946  $4,850,061
   Interest income                64,206      31,829      10,049
   Gain on sale of oil and
      gas properties                -           -         27,282
   Other income                      833        -            328
                               ---------   ---------   ---------
                              $5,809,831  $6,369,775  $4,887,720

COSTS AND EXPENSES:
   Lease operating            $1,092,195  $  989,940  $  932,480
   Production tax                310,878     379,309     286,097
   Depreciation, depletion,
      and amortization of oil
      and gas properties         239,132     341,667     192,745
   Impairment provision           13,240        -           -
   General and administrative    557,822     561,287     556,269
                               ---------   ---------   ---------
                              $2,213,267  $2,272,203  $1,967,591
                               ---------   ---------   ---------
INCOME FROM CONTINUING
   OPERATIONS:                $3,596,564  $4,097,572  $2,920,129

DISCONTINUED OPERATIONS:
   Income from discontinued
      Operations (Note 6)        929,802     999,918     746,569
   Gain on disposal of
      discontinued operations
      (Note 6)                    56,980        -           -
                               ---------   ---------   ---------
   NET INCOME                 $4,583,346  $5,097,490  $3,666,698
                               =========   =========   =========
GENERAL PARTNER:
   Net income from
      continuing operations   $  375,949  $  437,324  $  305,870
   Net income from
      discontinued operations    100,695     105,382      76,785
                               ---------   ---------   ---------
   NET INCOME                 $  476,644  $  542,706  $  382,655
                               =========   =========   =========



                                      F-4
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations   $3,220,615  $3,660,248  $2,614,259
   Net income from
      discontinued operations    886,087     894,536     669,784
                               ---------   ---------   ---------
   NET INCOME                 $4,106,702  $4,554,784  $3,284,043
                               =========   =========   =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT        $     6.65  $     7.56  $     5.40
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT              1.83        1.85        1.38
                               ---------  ----------  ----------
NET INCOME PER UNIT           $     8.48  $     9.41  $     6.78
                               =========   =========   =========

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






























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



                                      F-5
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                 GEODYNE PRODUCTION PARTNERSHIP II-A
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004

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

Balance, Dec. 31, 2003    $4,436,895    ($232,071)    $4,204,824
   Net income              3,284,043      382,655      3,666,698
   Cash distributions    ( 3,088,000)   ( 352,170)   ( 3,440,170)
                           ---------      -------      ---------

Balance, Dec. 31, 2004    $4,632,938    ($201,586)    $4,431,352
   Net income              4,554,784      542,706      5,097,490
   Cash distributions    ( 3,828,000)   ( 473,351)   ( 4,301,351)
                           ---------      -------      ---------

Balance, Dec. 31, 2005    $5,359,722    ($132,231)    $5,227,491
   Net income              4,106,702      476,644      4,583,346
   Cash distributions    ( 5,255,000)   ( 549,469)   ( 5,804,469)
                           ---------      -------      ---------

Balance, Dec. 31, 2006    $4,211,424    ($205,056)    $4,006,368
                           =========      =======      =========
























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




                                      F-6
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                      GEODYNE PRODUCTION PARTNERSHIP II-A
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006           2005           2004
                                   ------------  ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $4,583,346     $5,097,490     $3,666,698
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties             258,356        401,555        216,390
      Impairment provision              16,429           -              -
      Gain on sale of oil and
        gas properties                    -              -       (    27,282)
      Gain on disposal of
        discontinued operations
        (Note 6)                   (    56,980)          -              -
      Settlement of asset
        retirement obligation      (    31,311)   (       188)   (        14)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales              362,037    (   534,858)   (   243,088)
      Decrease in deferred
        charge                          51,694         23,684         24,792
      Increase in accounts
        payable                         79,038         48,524         24,563
      Decrease in accrued
        liability - other                 -       (    26,672)          -
      Increase (decrease) in
        gas imbalance payable            2,024    (    11,679)        17,173
      Decrease in accrued
        liability                  (     2,813)   (    23,901)   (    28,289)
                                     ---------      ---------      ---------
   Net cash provided by
      operating activities          $5,261,820     $4,973,955     $3,650,943
                                     ---------      ---------      ---------



                                      F-7
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   88,877)   ($  135,847)   ($   81,909)
   Proceeds from sale of
      oil and gas properties              -            27,282           -
   Proceeds from disposal of
      discontinued operations
      (Note 6)                          47,161           -              -
                                     ---------      ---------      ---------

   Net cash used by
      investing activities         ($   41,716)   ($  108,565)   ($   81,909)
                                     ---------      ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($5,804,469)   ($4,301,351)   ($3,440,170)
                                     ---------      ---------      ---------
   Net cash used by financing
      activities                   ($5,804,469)   ($4,301,351)   ($3,440,170)
                                     ---------      ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  584,365)    $  564,039     $  128,864

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           $2,121,512      1,557,473      1,428,609
                                     ---------      ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $1,537,147     $2,121,512     $1,557,473
                                     =========      =========      =========


















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



                                      F-8
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.





PricewaterhouseCoopers LLP



Tulsa, Oklahoma
April 16, 2007



                                      F-9
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                 GEODYNE PRODUCTION PARTNERSHIP II-B
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                            2006          2005
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $1,068,383    $1,604,547
   Accounts receivable:
      Oil and gas sales                     782,744     1,127,488
   Assets held for sale (Note 6)            212,715          -
                                          ---------    ----------
      Total current assets               $2,063,842    $2,732,035

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,340,904     1,544,218

DEFERRED CHARGE                             250,829       271,456
                                          ---------     ---------
                                         $3,655,575    $4,547,709
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  310,958    $  229,602
   Gas imbalance payable                     25,724        35,564
   Asset retirement obligation -
      current (Note 1)                       15,504        11,476
   Asset retirement obligation -
     held for sale (Note 6)                 147,559          -
   Liabilities - held for sale
     (Note 6)                                86,399          -
                                          ---------     ---------
      Total current liabilities          $  586,144    $  276,642

LONG-TERM LIABILITIES:
   Accrued liability                     $   83,970    $   72,442
   Asset retirement obligation (Note 1)     238,460       372,410
                                          ---------     ---------
      Total long-term liabilities        $  322,430    $  444,852



                                      F-10
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  241,863)  ($  178,888)
   Limited Partners, issued and
      outstanding, 361,719 Units          2,988,864     4,005,103
                                          ---------     ---------
      Total Partners' capital            $2,747,001    $3,826,215
                                          ---------     ---------
                                         $3,655,575    $4,547,709
                                          =========     =========






































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



                                      F-11
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                 GEODYNE PRODUCTION PARTNERSHIP II-B
                  Combined Statements of Operations
        For the Years Ended December 31, 2006, 2005, and 2004

                                 2006        2005         2004
                              ----------  ----------   ----------
REVENUES:
   Oil and gas sales          $4,606,830  $5,065,766   $3,875,641
   Interest income                44,379      21,723        6,980
   Gain on sale of oil
      and gas properties            -           -          32,405
   Other income                     -           -           1,353
                               ---------   ---------    ---------
                              $4,651,209  $5,087,489   $3,916,379

COSTS AND EXPENSES:
   Lease operating            $1,086,715  $  804,304   $  732,274
   Production tax                237,587     312,174      240,478
   Depreciation, depletion,
      and amortization of oil
      and gas properties         178,720     285,076      149,062
   Impairment provision            6,569        -            -
   General and administrative    423,781     427,005      421,360
                               ---------   ---------    ---------
                              $1,933,372  $1,828,559   $1,543,174
                               ---------   ---------    ---------
INCOME FROM CONTINUING
   OPERATIONS                 $2,717,837  $3,258,930   $2,373,205

DISCONTINUED OPERATIONS:
   Income from discontinued
     operations (Note 6)         412,438     454,985      337,209
   Gain on disposal of
     discontinued operations
     (Note 6)                      7,332        -            -
                               ---------   ---------    ---------
NET INCOME                    $3,137,607  $3,713,915   $2,710,414
                               =========   =========    =========
GENERAL PARTNER:
   Net income from
      continuing operations   $  284,022  $  349,378   $  246,999
   Net income from
      discontinued operations     42,824      48,300       34,207
                               ---------   ---------    ---------
   NET INCOME                 $  326,846  $  397,678   $  281,206
                               =========   =========    =========



                                      F-12
<PAGE>



LIMITED PARTNERS:
   Net income from
      continuing operations   $2,433,815  $2,909,552   $2,126,206
   Net income from
      discontinued operations    376,946     406,685      303,002
                               ---------   ---------    ---------
   NET INCOME                 $2,810,761  $3,316,237   $2,429,208
                               =========  ==========    =========
NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT        $     6.73  $     8.04   $     5.88

NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT              1.04        1.12          .84
                               ---------   ---------    ---------
NET INCOME PER UNIT           $     7.77  $     9.16   $     6.72
                               =========   =========    =========
UNITS OUTSTANDING                361,719     361,719      361,719
                               =========   =========    =========

































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



                                      F-13
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                 GEODYNE PRODUCTION PARTNERSHIP II-B
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003      $3,203,658    ($254,807)  $2,948,851
   Net income                2,429,208      281,206    2,710,414
   Cash distributions      ( 2,222,000)   ( 259,227) ( 2,481,227)
                             ---------      -------    ---------

Balance, Dec. 31, 2004      $3,410,866    ($232,828)  $3,178,038
   Net income                3,316,237      397,678    3,713,915
   Cash distributions      ( 2,722,000)   ( 343,738) ( 3,065,738)
                             ---------      -------    ---------

Balance, Dec. 31, 2005      $4,005,103    ($178,888)  $3,826,215
   Net income                2,810,761      326,846    3,137,607
   Cash distributions      ( 3,827,000)   ($389,821) ($4,216,821)
                             ---------      -------    ---------

Balance, Dec. 31, 2006      $2,988,864    ($241,863)  $2,747,001
                             =========      =======    =========























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




                                      F-14
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                      GEODYNE PRODUCTION PARTNERSHIP II-B
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                     2006          2005           2004
                                 ------------  ------------   ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                     $3,137,607    $3,713,915     $2,710,414
   Adjustments to reconcile
      net income to net
      cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties           187,660       316,205        154,459
      Impairment provision             7,044          -              -
      Gain on sale of
        oil and gas properties          -             -       (    32,405)
      Gain on disposal of
        discontinued operations
        (Note 6)                 (     7,332)         -              -
      Settlement of asset
        retirement obligation           -      (        58)   (         3)
      (Increase) decrease in
        accounts receivable          250,044   (   377,022)   (   203,829)
      (Increase) decrease in
        deferred charge               20,383   (    18,688)   (    14,633)
      Increase in accounts
        payable                       85,409         2,816         68,305
      Increase (decrease) in
        gas imbalance payable          3,042   (     3,963)   (     7,749)
      Increase (decrease) in
        accrued liability             18,913        29,843    (     6,174)
                                   ---------     ---------      ---------
   Net cash provided by
      operating activities        $3,702,770    $3,663,048     $2,668,385
                                   ---------     ---------      ---------



                                      F-15
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures          ($   29,357)  ($  104,225)   ($   41,891)
   Proceeds from sale of
      oil and gas properties            -           32,405           -
   Proceeds from disposal of
      discontinued operations
      (Note 6)                         7,244          -              -
                                   ---------     ---------      ---------
   Net cash used by investing
      activities                 ($   22,113)  ($   71,820)   ($   41,891)
                                   ---------     ---------      ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions            ($4,216,821)  ($3,065,738)   ($2,481,227)
                                   ---------     ---------      ---------

   Net cash used by financing
      activities                 ($4,216,821)  ($3,065,738)   ($2,481,227)
                                   ---------     ---------      ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS     ($  536,164)   $  525,490     $  145,267

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD          1,604,547     1,079,057        933,790
                                   ---------     ---------      ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD               $1,068,383    $1,604,547     $1,079,057
                                   =========     =========      =========


















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



                                      F-16
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.





PricewaterhouseCoopers LLP




Tulsa, Oklahoma
April 16, 2007



                                      F-17
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                 GEODYNE PRODUCTION PARTNERSHIP II-C
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                            2006          2005
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $  506,167    $  812,768
   Accounts receivable:
      Oil and gas sales                     424,972       643,141
   Assets held for sale (Note 6)             19,532          -
                                          ---------     ---------
      Total current assets               $  950,671    $1,455,909

NET OIL AND GAS PROPERTIES,
   utilizing the successful efforts
   method                                   669,082       728,242

DEFERRED CHARGE                             140,129       155,926
                                          ---------     ---------
                                         $1,759,882    $2,340,077
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  145,261    $  127,265
   Gas imbalance payable                     14,075        13,454
   Asset retirement obligation -
      current (Note 1)                       15,441         9,569
   Asset retirement obligation -
      held for sale                           4,024          -
   Liabilities - held for sale
      (Note 6)                                8,382          -
                                          ---------     ---------
      Total current liabilities          $  187,183    $  150,288

LONG-TERM LIABILITIES:
   Accrued liability                     $   43,318    $   44,603
   Asset retirement obligation (Note 1)     124,728       131,222
                                          ---------     ---------
      Total long-term liabilities        $  168,046    $  175,825



                                      F-18
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   94,429)  ($   57,416)
   Limited Partners, issued and
      outstanding, 154,621 Units          1,499,082     2,071,380
                                          ---------     ---------
      Total Partners' capital            $1,404,653    $2,013,964
                                          ---------     ---------
                                         $1,759,882    $2,340,077
                                          =========     =========







































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




                                      F-19
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                      GEODYNE PRODUCTION PARTNERSHIP II-C
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                      2006          2005          2004
                                   ----------    ----------    ----------
REVENUES:
   Oil and gas sales               $2,496,012    $2,921,343    $2,044,105
   Interest income                     21,698        10,553         3,246
   Gain on sale of oil
      and gas properties                 -             -           13,888
   Other income                          -             -              201
                                    ---------     ---------     ---------
                                   $2,517,710    $2,931,896    $2,061,440

COSTS AND EXPENSES:
   Lease operating                 $  522,502    $  387,578    $  367,169
   Production tax                     140,386       193,454       131,967
   Depreciation, depletion,
      and amortization of oil
      and gas properties               99,119       117,995        69,282
   Impairment provision                 5,336          -             -
   General and administrative         197,315       200,129       193,431
                                    ---------     ---------     ---------
                                   $  964,658    $  899,156    $  761,849
                                    ---------     ---------     ---------
INCOME FROM CONTINUING
   OPERATIONS                      $1,553,052    $2,032,740    $1,299,591

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              54,925        75,375        48,739
   Gain on disposal of
      discontinued operations
      (Note 6)                          3,105          -             -
                                    ---------     ---------     ---------
NET INCOME                         $1,611,082    $2,108,115    $1,348,330
                                    =========     =========     =========

GENERAL PARTNER:
   Net income from
      continuing operations        $  162,536    $  212,839    $  134,602
   Net income from
      discontinued operations           5,844         7,997         5,008
                                    ---------     ---------     ---------
   NET INCOME                      $  168,380    $  220,836    $  139,610
                                    =========     =========     =========



                                      F-20
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations        $1,390,516    $1,819,901    $1,164,989
   Net income from
      discontinued operations          52,186        67,378        43,731
                                    ---------     ---------     ---------
   NET INCOME                      $1,442,702    $1,887,279    $1,208,720
                                    =========     =========     =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     8.99    $    11.77    $     7.53

NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                    .34           .44           .28
                                    ---------     ---------     ---------
NET INCOME PER UNIT                $     9.33    $    12.21    $     7.81
                                    =========     =========     =========

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





























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



                                      F-21
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                 GEODYNE PRODUCTION PARTNERSHIP II-C
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004

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

Balance, Dec. 31, 2003      $1,549,381    ($106,418)   $1,442,963
   Net income                1,208,720      139,610     1,348,330
   Cash distributions      ( 1,146,000)   ( 129,864)  ( 1,275,864)
                             ---------      -------     ---------

Balance, Dec. 31, 2004      $1,612,101    ($ 96,672)   $1,515,429
   Net income                1,887,279      220,836     2,108,115
   Cash distributions      ( 1,428,000)   ( 181,580)  ( 1,609,580)
                             ---------      -------     ---------

Balance, Dec. 31, 2005      $2,071,380    ($ 57,416)   $2,013,964
   Net income                1,442,702      168,380     1,611,082
   Cash distributions      ( 2,015,000)   ( 205,393)  ( 2,220,393)
                             ---------      -------     ---------

Balance, Dec. 31, 2006      $1,499,082    ($ 94,429)   $1,404,653
                             =========      =======     =========

























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




                                      F-22
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                      GEODYNE PRODUCTION PARTNERSHIP II-C
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006            2005          2004
                                   ------------    ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $1,611,082      $2,108,115    $1,348,330
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              99,570         123,106        70,771
      Impairment provision               5,336            -             -
      Gain on sale of oil
        and gas properties                -               -      (    13,888)
      Gain on disposal of
        discontinued operations
        (Note 6)                   (     3,105)           -             -
      Settlement of asset
        retirement obligation      (     1,256)    (        40)  (       145)
      Increase (decrease) in
        accounts receivable -
        oil and gas sales              203,944     (   277,642)  (    97,713)
      (Increase) decrease in
        deferred charge                 15,717     (    34,395)        1,713
      Increase (decrease) in
        accounts payable           (     3,414)         38,365        17,570
      Increase (decrease) in
        gas imbalance payable              621     (     8,586)  (     3,912)
      Increase (decrease) in
        accrued liability                1,484          10,280   (     1,111)
                                     ---------       ---------     ---------
   Net cash provided by
      operating activities          $1,929,979      $1,959,203    $1,321,615
                                     ---------       ---------     ---------



                                      F-23
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   20,053)    ($   56,804)  ($    7,250)
   Proceeds from sale of
      oil and gas properties              -             13,888          -
   Proceeds from disposal of
      discontinued operations
      (Note 6)                           3,866            -             -
                                     ---------       ---------     ---------
   Net cash used by
      investing activities         ($   16,187)    ($   42,916)  ($    7,250)
                                     ---------       ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($2,220,393)    ($1,609,580)  ($1,275,864)
                                     ---------       ---------     ---------
   Net cash used by financing
      activities                   ($2,220,393)    ($1,609,580)  ($1,275,864)
                                     ---------       ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($  306,601)     $  306,707    $   38,501

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              812,768         506,061       467,560
                                     ---------       ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  506,167      $  812,768    $  506,061
                                     =========       =========     =========


















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



                                      F-24
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.





PricewaterhouseCoopers LLP



Tulsa, Oklahoma
April 16, 2007



                                      F-25
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                 GEODYNE PRODUCTION PARTNERSHIP II-D
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                            2006          2005
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $1,059,020    $1,661,561
   Accounts receivable:
      Oil and gas sales                     940,580     1,544,131
   Assets held for sale (Note 6)            136,570          -
                                          ---------     ---------
      Total current assets               $2,136,170    $3,205,692

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method          1,307,978     1,559,585

DEFERRED CHARGE                             352,148       371,875
                                          ---------     ---------
                                         $3,796,296    $5,137,152
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  182,835    $  181,287
   Gas imbalance payable                     20,235        17,598
   Asset retirement obligation -
      current (Note 1)                       69,738        45,216
   Asset retirement obligation -
      held for sale                          37,822          -
   Liabilities - held for sale
      (Note 6)                               16,084          -
                                          ---------     ---------
      Total current liabilities          $  326,714    $  244,101

LONG-TERM LIABILITIES:
   Accrued liability                     $  121,205    $  102,928
   Asset retirement obligation (Note 1)     353,690       403,397
                                          ---------     ---------
      Total long-term liabilities        $  474,895    $  506,325



                                      F-26
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($  148,835)  ($   65,352)
   Limited Partners, issued and
      outstanding, 314,878 Units          3,143,522     4,452,078
                                          ---------     ---------
      Total Partners' capital            $2,994,687    $4,386,726
                                          ---------     ---------
                                         $3,796,296    $5,137,152
                                          =========     =========







































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




                                      F-27
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                      GEODYNE PRODUCTION PARTNERSHIP II-D
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006          2005           2004
                                   ----------     ----------     ----------
REVENUES:
   Oil and gas sales               $4,691,453     $5,959,258     $4,017,492
   Interest income                     45,265         20,757          6,614
   Other income                          -             8,411           -
                                    ---------      ---------      ---------
                                   $4,736,718     $5,988,426     $4,024,106

COSTS AND EXPENSES:
   Lease operating                 $  819,573     $  686,517     $  726,452
   Production tax                     289,687        410,871        251,063
   Depreciation, depletion,
      and amortization of oil
      and gas properties              337,492        206,819        162,753
   Impairment provision                 3,250           -              -
   General and administrative         372,615        375,678        369,797
                                    ---------      ---------      ---------
                                   $1,822,617     $1,679,885     $1,510,065
                                    ---------      ---------      ---------
INCOME FROM CONTINUING
   OPERATIONS                      $2,914,101     $4,308,541     $2,514,041

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)             283,595        296,378        179,205
   Gain on disposal of
      discontinued operations
      (Note 6)                         48,791           -              -
                                    ---------      ---------      ---------
NET INCOME                         $3,246,487     $4,604,919     $2,693,246
                                    =========      =========      =========

GENERAL PARTNER:
   Net income from
      continuing operations        $  317,550    $  447,392      $  265,391
   Net income from
      discontinued operations          33,493        32,517          18,869
                                    ---------     ---------       ---------
   NET INCOME                      $  351,043    $  479,909      $  284,260
                                    =========     =========       =========



                                      F-28
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations        $2,596,551    $3,861,149      $2,248,650
   Net income from
      discontinued operations         298,893       263,861         160,336
                                    ---------     ---------       ---------
   NET INCOME                      $2,895,444    $4,125,010      $2,408,986
                                    =========     =========       =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT             $     8.25    $    12.26      $     7.14
NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                    .95           .84             .51
                                    ---------     ---------       ---------
NET INCOME PER UNIT                $     9.20    $    13.10      $     7.65
                                    =========     =========       =========

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































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



                                      F-29
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                 GEODYNE PRODUCTION PARTNERSHIP II-D
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004

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

Balance, Dec. 31, 2003     $3,055,082     ($190,287)   $2,864,795
   Net income               2,408,986       284,260     2,693,246
   Cash distributions     ( 2,314,000)    ( 268,311)  ( 2,582,311)
                            ---------       -------     ---------

Balance, Dec. 31, 2004     $3,150,068     ($174,338)   $2,975,730
   Net income               4,125,010       479,909     4,604,919
   Cash distributions     ( 2,823,000)    ( 370,923)  ( 3,193,923)
                            ---------       -------     ---------

Balance, Dec. 31, 2005     $4,452,078     ($ 65,352)   $4,386,726
   Net income               2,895,444       351,043     3,246,487
   Cash distributions     ( 4,204,000)    ( 434,526)  ( 4,638,526)
                            ---------       -------     ---------

Balance, Dec. 31, 2006     $3,143,522     ($148,835)   $2,994,687
                            =========       =======     =========

























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




                                      F-30
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                      GEODYNE PRODUCTION PARTNERSHIP II-D
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                      2006           2005            2004
                                  ------------   ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                      $3,246,487     $4,604,919      $2,693,246
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties            340,315        238,808         173,296
      Impairment provision              3,250           -               -
      Gain on disposal of
        discontinued operations
        (Note 6)                  (    48,791)          -               -
      Settlement of asset
        retirement obligation     (     1,433)          -        (     1,448)
      (Increase) decrease in
        accounts receivable -
        oil and gas sales             511,171    (   790,039)    (   194,913)
      (Increase) decrease in
        deferred charge                18,723    (    26,546)          7,063
      Increase (decrease) in
        accounts payable          (     5,084)        25,071     (    10,632)
      Increase (decrease) in
        gas imbalance payable           2,637    (     4,998)    (    21,102)
      Increase (decrease) in
        accrued liability              18,277    (     6,421)         10,719
                                    ---------      ---------       ---------
   Net cash provided by
     operating activities          $4,085,552     $4,040,794      $2,656,229
                                    ---------      ---------       ---------



                                      F-31
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures           ($  106,451)   ($  180,012)    ($   15,322)
   Proceeds from sale of
      oil and gas properties             -            27,451            -
   Proceeds from disposal of
      discontinued operations
      (Note 6)                         56,884           -               -
                                    ---------      ---------       ---------
   Net cash used by
      investing activities        ($   49,567)   ($  152,561)    ($   15,322)
                                    ---------     ----------       ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions             ($4,638,526)   ($3,193,923)    ($2,582,311)
                                    ---------      ---------       ---------
   Net cash used by financing
      activities                  ($4,638,526)   ($3,193,923)    ($2,582,311)
                                    ---------      ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS      ($  602,541)    $  694,310      $   58,596

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD           1,661,561        967,251         908,655
                                    ---------      ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                $1,059,020     $1,661,561      $  967,251
                                    =========     ==========       =========



















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



                                      F-32
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.




PricewaterhouseCoopers LLP




Tulsa, Oklahoma
April 16, 2007



                                      F-33
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                 GEODYNE PRODUCTION PARTNERSHIP II-E
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------
                                            2006          2005
                                        ------------  ------------

CURRENT ASSETS:
   Cash and cash equivalents             $  883,202    $1,290,961
   Accounts receivable:
      Oil and gas sales                     349,933       822,197
   Assets held for sale (Note 6)            261,831          -
                                          ---------     ---------
      Total current assets               $1,494,966    $2,113,158

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method            877,543     1,209,059

DEFERRED CHARGE                             203,568       209,941
                                          ---------     ---------
                                         $2,576,077    $3,532,158
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $  138,447    $  128,602
   Accounts payable-related
      party (Note 2)                            647          -
   Gas imbalance payable                     43,424        43,424
   Asset retirement obligation -
      current (Note 1)                       26,503         6,501
   Asset retirement obligation -
      held for sale                          31,833          -
   Liabilities - held for sale
      (Note 6)                               43,055          -
                                          ---------     ---------
      Total current liabilities          $  283,909    $  178,527

LONG-TERM LIABILITIES:
   Accrued liability                     $   69,257    $   25,448
   Asset retirement obligation(Note 1)      112,948       230,556
                                          ---------     ---------
      Total long-term liabilities        $  182,205    $  256,004



                                      F-34
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   95,977)  ($   67,016)
   Limited Partners, issued and
      outstanding, 228,821 Units          2,205,940     3,164,643
                                          ---------     ---------
      Total Partners' capital            $2,109,963    $3,097,627
                                          ---------     ---------
                                         $2,576,077    $3,532,158
                                          =========     =========







































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




                                      F-35
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                      GEODYNE PRODUCTION PARTNERSHIP II-E
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006            2005          2004
                                    ----------      ----------    ----------

REVENUES:
   Oil and gas sales                $2,305,708      $2,789,818    $1,959,871
   Interest income                      33,070          13,967         4,783
   Gain on sale of oil
      and gas properties                    11             193         9,419
   Other income                          7,503           5,177         1,920
                                     ---------       ---------     ---------
                                    $2,346,292      $2,809,155    $1,975,993

COSTS AND EXPENSES:
   Lease operating                  $  544,265      $  323,976    $  332,354
   Production tax                      152,758         193,884       139,245
   Depreciation, depletion,
      and amortization of oil
      and gas properties               111,418         109,257        80,642
   Impairment provision                 20,278            -             -
   General and administrative          282,979         281,418       276,031
                                     ---------       ---------     ---------
                                    $1,111,698      $  908,535    $  828,272
                                     ---------       ---------     ---------

INCOME FROM CONTINUING
   OPERATIONS                       $1,234,594      $1,900,620    $1,147,721

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              892,269         798,606       496,113
   Gain on disposal of
      discontinued operations
      (Note 6)                       2,260,042            -             -
                                     ---------       ---------     ---------
NET INCOME                          $4,386,905      $2,699,226    $1,643,834
                                     =========       =========     =========

GENERAL PARTNER:
   Net income from
      continuing operations         $  132,005      $  198,498    $  120,572
   Net income from
      discontinued operations          319,603          88,416        60,482
                                     ---------       ---------     ---------
   NET INCOME                       $  451,608      $  286,914    $  181,054
                                     =========       =========     =========



                                      F-36
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations         $1,102,589      $1,702,122    $1,027,149
   Net income from
      discontinued operations        2,832,708         710,190       435,631
                                     ---------       ---------     ---------
   NET INCOME                       $3,935,297      $2,412,312    $1,462,780
                                     =========       =========     =========

NET INCOME FROM CONTINUING
   OPERATIONS PER UNIT              $     4.82      $     7.44    $     4.49

NET INCOME FROM DISCONTINUED
   OPERATIONS PER UNIT                   12.38            3.10          1.90
                                     ---------       ---------     ---------
NET INCOME PER UNIT                 $    17.20      $    10.54    $     6.39
                                     =========       =========     =========

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





























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



                                      F-37
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                 GEODYNE PRODUCTION PARTNERSHIP II-E
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004

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

Balance, Dec. 31, 2003     $2,519,551    ($129,173)   $2,390,378
   Net income               1,462,780      181,054     1,643,834
   Cash distributions     ( 1,598,000)   ( 183,977)  ( 1,781,977)
                            ---------      -------     ---------

Balance, Dec. 31, 2004     $2,384,331    ($132,096)   $2,252,235
   Net income               2,412,312      286,914     2,699,226
   Cash distributions     ( 1,632,000)   ( 221,834)  ( 1,853,834)
                            ---------      -------     ---------

Balance, Dec. 31, 2005     $3,164,643    ($ 67,016)   $3,097,627
   Net income               3,935,297      451,608     4,386,905
   Cash distributions     ( 4,894,000)   ( 480,569)  ( 5,374,569)
                            ---------      -------     ---------

Balance, Dec. 31, 2006     $2,205,940    ($ 95,977)   $2,109,963
                            =========      =======     =========

























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




                                      F-38
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                      GEODYNE PRODUCTION PARTNERSHIP II-E
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                    ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $4,386,905     $2,699,226    $1,643,834
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              144,827        204,315       201,433
      Impairment provision               35,449           -             -
      Gain on sale of oil
        and gas properties          (        11)   (       193)  (     9,419)
      Gain on disposal of
        discontinued operations
        (Note 6)                    ( 2,260,042)          -             -
      Settlement of asset
        retirement obligation       (       147)   (       275)         -
      Increase (decrease) in
        accounts receivable -
        oil and gas sales               336,648    (   368,329)  (    90,442)
      (Increase) decrease in
        deferred charge                   2,136    (     1,646)  (       405)
      Increase (decrease) in
        accounts payable                  7,482    (    48,829)       93,274
      Increase in accounts
        payable-related party
        (Note 2)                            647           -             -
      Increase in accrued
        liability                        45,517         14,780         2,515
                                      ---------      ---------     ---------
   Net cash provided by
      operating activities           $2,699,411     $2,499,049    $1,840,790
                                      ---------      ---------     ---------



                                      F-39
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   55,818)   ($   35,098)  ($   25,206)
   Proceeds from sale of
      oil and gas properties               -              -            8,569
   Proceeds from disposal of
      discontinued operations
      (Note 6)                        2,323,217           -             -
                                      ---------      ---------     ---------
  Net cash provided (used) by
     investing activities            $2,267,399    ($   35,098)  ($   16,637)
                                      ---------      ---------     ---------

CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($5,374,569)   ($1,853,834)  ($1,781,977)
                                      ---------      ---------     ---------
   Net cash used by financing
      activities                    ($5,374,569)   ($1,853,834)  ($1,781,977)
                                      ---------      ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($  407,759)    $  610,117    $   42,176

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,290,961        680,844       638,668
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  883,202     $1,290,961    $  680,844
                                      =========      =========     =========



















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



                                      F-40
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.






PricewaterhouseCoopers LLP


Tulsa, Oklahoma
April 16, 2007



                                      F-41
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                 GEODYNE PRODUCTION PARTNERSHIP II-F
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                            2006          2005
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $  824,445    $  921,812
   Accounts receivable:
      Oil and gas sales                     252,355       819,472
   Assets held for sale (Note 6)            613,824          -
                                          ---------     ---------
      Total current assets               $1,690,624    $1,741,284

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         $  631,804     1,169,138

DEFERRED CHARGE                              21,383        30,727
                                          ---------     ---------
                                         $2,343,811    $2,941,149
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   39,146    $  148,786
   Accounts payable-related
      party (Note 2)                          1,567          -
   Gas imbalance payable                      4,632         2,312
   Asset retirement obligation -
      current (Note 1)                        5,398         1,909
   Asset retirement obligation -
      held for sale                          75,038          -
   Liabilities - held for sale
      (Note 6)                              101,014          -
                                          ---------     ---------
      Total current liabilities          $  226,795    $  153,007

LONG-TERM LIABILITIES:
   Accrued liability                     $   23,586    $   26,676
   Asset retirement obligation (Note 1  )   118,752       195,940
                                          ---------     ---------
      Total long-term liabilities        $  142,338    $  222,616



                                      F-42
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   31,426)  ($   46,261)
   Limited Partners, issued and
      outstanding, 171,400 Units          2,006,104     2,611,787
                                          ---------     ---------
      Total Partners' capital            $1,974,678    $2,565,526
                                          ---------     ---------
                                         $2,343,811    $2,941,149
                                          =========     =========






































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




                                      F-43
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                      GEODYNE PRODUCTION PARTNERSHIP II-F
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                     2006          2005          2004
                                  ----------    ----------    ----------
REVENUES:
   Oil and gas sales              $1,543,521    $1,766,414    $1,426,139
   Interest income                    28,950        14,042         4,458
   Gain on sale of oil
      and gas properties                  28           471        24,162
   Other income                       18,339          -            4,694
                                   ---------     ---------     ---------
                                  $1,590,838    $1,780,927    $1,459,453

COSTS AND EXPENSES:
   Lease operating                $  280,353    $  195,267    $  163,128
   Production tax                    100,580       112,925       101,077
   Depreciation, depletion,
      and amortization of oil
      and gas properties             115,912        84,961       175,655
   Impairment provision               24,473          -             -
   General and administrative        219,008       217,348       211,681
                                   ---------     ---------     ---------
                                  $  740,326    $  610,501    $  651,541
                                   ---------     ---------     ---------
INCOME FROM CONTINUING
   OPERATIONS                     $  850,512    $1,170,426    $  807,912

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)          1,836,111     1,691,606     1,064,206
   Gain on disposal of
      discontinued operations
      (Note 6)                     4,776,952          -             -
                                   ---------     ---------     ---------
NET INCOME                        $7,463,575    $2,862,032    $1,872,118
                                   =========     =========     =========

GENERAL PARTNER:
   Net income from
      continuing operations       $   94,791    $  123,285    $   93,760
   Net income from
      discontinued operations        663,467       173,690       110,114
                                   ---------     ---------     ---------
   NET INCOME                     $  758,258    $  296,975    $  203,874
                                   =========     =========     =========



                                      F-44
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations       $  755,721    $1,047,141    $  714,152
   Net income from
      discontinued operations      5,949,596     1,517,916       954,092
                                   ---------     ---------     ---------
   NET INCOME                     $6,705,317    $2,565,057    $1,668,244
                                   =========     =========     =========

   NET INCOME FROM CONTINUING
      OPERATIONS PER UNIT         $     4.41    $     6.11    $     4.17

   NET INCOME FROM DISCONTINUED
      OPERATIONS PER UNIT              34.71          8.86          5.57
                                   ---------     ---------     ---------
NET INCOME PER UNIT               $    39.12    $    14.97    $     9.74
                                   =========     =========     =========

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




























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



                                      F-45
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                 GEODYNE PRODUCTION PARTNERSHIP II-F
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003        $2,217,486   ($ 91,417)  $2,126,069
   Net income                  1,668,244     203,874    1,872,118
   Cash distributions        ( 1,812,000)  ( 210,659)( 2,022,659)
                               ---------    --------    ---------

Balance, Dec. 31, 2004        $2,073,730   ($ 98,202)  $1,975,528
   Net income                  2,565,057     296,975    2,862,032
   Cash distributions        ( 2,027,000)  ( 245,034)( 2,272,034)
                               ---------    --------    ---------

Balance, Dec. 31, 2005        $2,611,787   ($ 46,261)  $2,565,526
   Net income                  6,705,317     758,258    7,463,575
   Cash distributions        ( 7,311,000)  ( 743,423) ( 8,054,423)
                               ---------    --------    ---------

Balance, Dec. 31, 2006        $2,006,104   ($ 31,426)  $1,974,678
                               =========    ========    =========
















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




                                      F-46
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                      GEODYNE PRODUCTION PARTNERSHIP II-F
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                        2006           2005          2004
                                    ------------   ------------  ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                        $7,463,575     $2,862,032    $1,872,118
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              139,871        135,289       216,694
      Impairment provision               24,523           -             -
      Gain on sale of oil
        and gas properties          (        28)   (       471)  (    24,162)
      Gain on disposal of
        discontinued operations
        (Note 6)                    ( 4,776,952)          -             -
      Settlement of asset
        retirement obligation       (       356)   (       670)         -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               252,630    (   362,139)  (   102,614)
      (Increase) decrease in
        deferred charge                   1,232          4,375   (     2,203)
      Increase (decrease) in
        accounts payable            (    31,766)   (    78,813)      157,363
      Increase in accounts
        payable-related party
        (Note 2)                          1,567           -             -
      Increase (decrease) in
        gas imbalance payable             2,320    (     1,080)  (       163)
      Increase in accrued
        liability                         2,054          6,449         3,282
                                      ---------      ---------    ----------
   Net cash provided by
      operating activities           $3,078,670     $2,564,972    $2,120,315
                                      ---------      ---------     ---------



                                      F-47
<PAGE>



CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures             ($   78,511)   ($   28,532)  ($   67,560)
   Proceeds from sale of
      oil and gas properties               -              -           22,941
   Proceeds from disposal of
      discontinued operations
      (Note 6)                        4,956,897           -             -
                                      ---------      ---------     ---------
   Net cash provided (used) by
      investing activities           $4,878,386    ($   28,532)  ($   44,619)
                                      ---------      ---------     ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions               ($8,054,423)   ($2,272,034)  ($2,022,659)
                                      ---------      ---------     ---------
   Net cash used by financing
      activities                    ($8,054,423)   ($2,272,034)  ($2,022,659)
                                      ---------      ---------     ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS        ($   97,367)    $  264,406    $   53,037

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD               921,812        657,406       604,369
                                      ---------      ---------     ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                  $  824,445     $  921,812    $  657,406
                                      =========      =========     =========






















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



                                      F-48
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.





PricewaterhouseCoopers LLP



Tulsa, Oklahoma
April 16, 2007



                                      F-49
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                 GEODYNE PRODUCTION PARTNERSHIP II-G
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                           2006          2005
                                       ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents            $1,846,124    $1,970,349
   Accounts receivable:
      Oil and gas sales                    546,685     1,749,695
   Assets held for sale (Note 6)         1,286,746          -
                                         ---------     ---------
      Total current assets              $3,679,555    $3,720,044

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method         1,360,872     2,514,404

DEFERRED CHARGE                             53,796        65,542
                                         ---------     ---------
                                        $5,094,223    $6,299,990
                                         =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                     $   79,030    $  314,015
   Accounts payable-related
      party (Note 2)                         3,288          -
   Gas imbalance payable                    16,422        15,317
   Asset retirement obligation -
      current (Note 1)                      11,451         3,988
   Asset retirement obligation
      held for sale                        157,170          -
   Liabilities - held for sale
      (Note 6)                             211,077          -
                                         ---------     ---------
      Total current liabilities         $  478,438    $  333,320

LONG-TERM LIABILITIES:
   Accrued liability                    $   43,043    $   45,118
   Asset retirement obligation
      (Note 1)                             256,307       420,055
                                         ---------     ---------
      Total long-term liabilities       $  299,350    $  465,173



                                      F-50
<PAGE>




PARTNERS' CAPITAL:
   General Partner                      $   47,955    $    9,830
   Limited Partners, issued and
      outstanding, 372,189 Units         4,268,480     5,491,667
                                         ---------     ---------
      Total Partners' capital           $4,316,435    $5,501,497
                                         ---------     ---------
                                        $5,094,223    $6,299,990
                                         =========     =========









































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




                                      F-51
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                      GEODYNE PRODUCTION PARTNERSHIP II-G
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                          2006         2005         2004
                                       -----------  ----------   ----------
REVENUES:
   Oil and gas sales                   $ 3,325,783  $3,795,574   $3,068,283
   Interest income                          62,457      30,374        9,689
   Gain on sale of oil
      and gas properties                        53         986       50,598
   Other income                             38,351        -           9,816
                                        ----------   ---------    ---------
                                       $ 3,426,644  $3,826,934   $3,138,386

COSTS AND EXPENSES:
   Lease operating                     $   603,957  $  417,847   $  345,079
   Production tax                          218,197     244,993      218,887
   Depreciation, depletion,
      and amortization of oil
      and gas properties                   250,005     182,556      395,222
   Impairment provision                     54,129        -            -
   General and administrative              438,581     437,316      432,673
                                        ----------   ---------    ---------
                                       $ 1,564,869  $1,282,712   $1,391,861
                                        ----------   ---------    ---------
INCOME FROM CONTINUING
   OPERATIONS                          $ 1,861,775  $2,544,222   $1,746,525

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)                3,844,863   3,558,643    2,234,571
   Gain on disposal of
      discontinued operations
      (Note 6)                          10,056,711        -            -
                                        ----------   ---------    ---------
NET INCOME                             $15,763,349  $6,102,865   $3,981,096
                                        ==========   =========    =========

GENERAL PARTNER:
   Net income from
      continuing operations            $   207,304  $  267,815   $  204,245
   Net income from
      discontinued operations            1,395,232     365,654      230,404
                                        ----------   ---------    ---------
   NET INCOME                          $ 1,602,536  $  633,469   $  434,649
                                        ==========   =========    =========



                                      F-52
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations            $ 1,654,471  $2,276,407   $1,542,280
   Net income from
      discontinued operations           12,506,342   3,192,989    2,004,167
                                        ----------   ---------    ---------
NET INCOME                             $14,160,813  $5,469,396   $3,546,447
                                        ==========   =========    =========

   NET INCOME FROM CONTINUING
      OPERATIONS PER UNIT              $      4.45  $     6.12   $     4.14

   NET INCOME FROM DISCONTINUED
      OPERATIONS PER UNIT                    33.60        8.58         5.38
                                        ----------   ---------    ---------
NET INCOME PER UNIT                    $     38.05  $    14.70   $     9.52
                                        ==========   =========    =========

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




























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



                                      F-53
<PAGE>



           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                 GEODYNE PRODUCTION PARTNERSHIP II-G
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003    $ 4,646,824    ($   87,509) $ 4,559,315
   Net income               3,546,447        434,649    3,981,096
   Cash distributions    (  3,852,000)   (   448,809)(  4,300,809)
                            ---------      ---------   ----------

Balance, Dec. 31, 2004    $ 4,341,271    ($  101,669) $ 4,239,602
   Net income               5,469,396        633,469    6,102,865
   Cash distributions    (  4,319,000)   (   521,970)(  4,840,970)
                            ---------      ---------   ----------

Balance, Dec. 31, 2005    $ 5,491,667     $    9,830  $ 5,501,497
   Net income              14,160,813      1,602,536   15,763,349
   Cash distributions    ( 15,384,000)   ( 1,564,411)( 16,948,411)
                           ----------      ---------   ----------

Balance, Dec. 31, 2006    $ 4,268,480     $   47,955  $ 4,316,435
                           ==========      =========   ==========






















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




                                      F-54
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                      GEODYNE PRODUCTION PARTNERSHIP II-G
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006          2005            2004
                                   ------------- ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $15,763,349   $6,102,865      $3,981,096
   Adjustments to reconcile
      net income to
      net cash provided by
      operating activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              306,279      291,333         472,405
      Impairment provision               54,235         -               -
      Gain on sale of oil
        and gas properties         (         53) (       986)    (    50,598)
      Gain on disposal of
        discontinued operations
        (Note 6)                   ( 10,056,711)        -               -
      Settlement of asset
        retirement obligation      (        743) (     1,398)           -
      (Increase) decrease in
        accounts receivable -
        oil and gas sales               535,989  (   777,075)    (   219,641)
      (Increase) decrease in
        deferred charge                   2,771        9,765     (     4,069)
      Increase (decrease) in
        accounts payable           (     71,712) (   167,501)        333,390
      Increase in accounts
        payable-related party
        (Note 2)                          3,288        -                -
      Increase in gas
        imbalance payable                 1,105        3,471           1,755
      Increase in accrued
        liability                         8,072        9,558           3,892
                                     ----------    ---------       ---------
   Net cash provided by
      operating activities          $ 6,545,869   $5,470,032      $4,518,230
                                     ----------    ---------       ---------



                                      F-55
<PAGE>



CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   163,776) ($   60,641)    ($  148,393)
   Proceeds from sale of
      oil and gas properties               -            -             48,031
   Proceeds from disposal of
      discontinued operations
      (Note 6)                       10,442,093         -               -
                                     ----------    ---------       ---------
   Net cash provided (used) by
      investing activities          $10,278,317  ($   60,641)    ($  100,362)
                                     ----------    ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($16,948,411) ($4,840,970)    ($4,300,809)
                                     ----------    ---------       ---------
   Net cash used by financing
      activities                   ($16,948,411) ($4,840,970)    ($4,300,809)
                                     ----------    ---------       ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS       ($   124,225)  $  568,421      $  117,059

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD             1,970,349    1,401,928       1,284,869
                                     ----------    ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $ 1,846,124   $1,970,349      $1,401,928
                                     ==========    =========       =========




















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



                                      F-56
<PAGE>



       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2006 and 2005, and the combined results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2006, 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  statements  in  accordance  with the  standards  of the  Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

      As discussed in Note 7 to the combined financial  statements,  on February
5, 2007 the General  Partner  mailed a notice to the limited  partners  that the
Partnership  will  terminate at the end of its current term,  December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.




PricewaterhouseCoopers LLP



Tulsa, Oklahoma
April 16, 2007




                                      F-57
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                 GEODYNE PRODUCTION PARTNERSHIP II-H
                       Combined Balance Sheets
                     December 31, 2006 and 2005

                               ASSETS
                               ------

                                            2006          2005
                                        ------------  ------------
CURRENT ASSETS:
   Cash and cash equivalents             $  474,706    $  465,378
   Accounts receivable:
      Oil and gas sales                     129,051       409,173
   Assets held for sale (Note 6)            297,517          -
                                          ---------     ---------
      Total current assets               $  901,274    $  874,551

NET OIL AND GAS PROPERTIES, utilizing
   the successful efforts method            331,348       597,072

DEFERRED CHARGE                              12,322        16,952
                                          ---------     ---------
                                         $1,244,944    $1,488,575
                                          =========     =========

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

CURRENT LIABILITIES:
   Accounts payable                      $   22,499    $   73,876
   Accounts payable-related party
      (Note 2)                                  761          -
   Asset retirement obligation -
      current (Note 1)                        2,726           922
   Asset retirement obligation -
      held for sale                          36,318          -
   Liabilities - held for sale
      (Note 6)                               49,233          -
                                          ---------     ---------
      Total current liabilities          $  111,537    $   74,798

LONG-TERM LIABILITIES:
   Accrued liability                     $   14,864    $   15,003
   Asset retirement obligation
      (Note 1)                               63,227       102,427
                                          ---------     ---------
      Total long-term liabilities        $   78,091    $  117,430



                                      F-58
<PAGE>




PARTNERS' CAPITAL (DEFICIT):
   General Partner                      ($   16,786)  ($   28,897)
   Limited Partners, issued and
      outstanding, 91,711 Units           1,072,102     1,325,244
                                          ---------     ---------
      Total Partners' capital            $1,055,316    $1,296,347
                                          ---------     ---------
                                         $1,244,944    $1,488,575
                                          =========     =========





































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




                                      F-59
<PAGE>




                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                      GEODYNE PRODUCTION PARTNERSHIP II-H
                       Combined Statements of Operations
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006            2005         2004
                                    ----------      ----------   ----------
REVENUES:
   Oil and gas sales                $  808,090      $  922,356   $  748,237
   Interest income                      14,340           6,886        2,181
   Gain on sale of
      oil and gas properties                12             229       11,749
   Other income                          8,870            -           2,270
                                     ---------       ---------    ---------
                                    $  831,312      $  929,471   $  764,437

COSTS AND EXPENSES:
   Lease operating                  $  146,000      $  103,658   $   87,051
   Production tax                       53,871          60,497       53,828
   Depreciation, depletion,
      and amortization of oil
      and gas properties                59,866          43,392      96,623
   Impairment provision                  6,935            -           -
   General and administrative          131,850         130,034      123,960
                                     ---------       ---------    ---------
                                    $  398,522      $  337,581   $  361,462
                                     ---------       ---------    ---------

INCOME FROM CONTINUING
   OPERATIONS                       $  432,790      $  591,890   $  402,975

DISCONTINUED OPERATIONS:
   Income from discontinued
      operations (Note 6)              895,254         826,216      520,886
   Gain on disposal of
      discontinued operations
      (Note 6)                       2,368,242            -            -
                                     ---------       ---------    ---------
NET INCOME                          $3,696,286      $1,418,106   $  923,861
                                     =========       =========    =========

GENERAL PARTNER:
   Net income from
      continuing operations         $   47,857      $   62,406   $   47,617
   Net income from
      discontinued operations          327,571          84,929       53,650
                                     ---------       ---------    ---------
   NET INCOME                       $  375,428      $  147,335   $  101,267
                                     =========       =========    =========



                                      F-60
<PAGE>




LIMITED PARTNERS:
   Net income from
      continuing operations         $  384,933      $  529,484   $  355,358
   Net income from
      discontinued operations        2,935,925         741,287      467,236
                                     ---------       ---------    ---------
   NET INCOME                       $3,320,858      $1,270,771   $  822,594
                                     =========       =========    =========

   NET INCOME FROM CONTINUING
      OPERATIONS PER UNIT           $     4.20      $     5.77   $     3.87
   NET INCOME FROM DISCONTINUED
      OPERATIONS PER UNIT                32.01            8.08         5.09
                                     ---------       ---------    ---------
NET INCOME PER UNIT                 $    36.21      $    13.85   $     8.96
                                     =========       =========    =========

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






























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



                                      F-61
<PAGE>




           GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                 GEODYNE PRODUCTION PARTNERSHIP II-H
    Combined Statements of Changes in Partners' Capital (Deficit)
        For the Years Ended December 31, 2006, 2005, and 2004


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

Balance, Dec. 31, 2003        $1,131,879   ($ 51,046)  $1,080,833
   Net income                    822,594     101,267      923,861
   Cash distributions        (   897,000)  ( 104,598) ( 1,001,598)
                               ---------     -------    ---------

Balance, Dec. 31, 2004        $1,057,473   ($ 54,377)  $1,003,096
   Net income                  1,270,771     147,335    1,418,106
   Cash distributions        ( 1,003,000)  ( 121,855) ( 1,124,855)
                               ---------     -------    ---------

Balance, Dec. 31, 2005        $1,325,244   ($ 28,897)  $1,296,347
   Net income                  3,320,858     375,428    3,696,286
   Cash distributions        ( 3,574,000)  ( 363,317) ( 3,937,317)
                               ---------     -------    ---------

Balance, Dec. 31, 2006        $1,072,102   ($ 16,786)  $1,055,316
                               =========     =======    =========























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




                                      F-62
<PAGE>



                GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                      GEODYNE PRODUCTION PARTNERSHIP II-H
                       Combined Statements of Cash Flows
             For the Years Ended December 31, 2006, 2005, and 2004

                                       2006          2005           2004
                                   ------------  ------------    ------------

CASH FLOWS FROM OPERATING
   ACTIVITIES:
   Net income                       $3,696,286    $1,418,106      $  923,861
   Adjustments to reconcile
      net income to net
      cash provided by operating
      activities:
      Depreciation, depletion,
        and amortization of oil
        and gas properties              73,426        69,028         113,970
      Impairment provisions              6,947
      Gain on sale of oil
        and gas properties         (        12)  (       229)    (    11,749)
      Gain on disposal of
        discontinued operations
        (Note 6)                   ( 2,368,242)         -               -
      Settlement of asset
        retirement obligation      (       171)  (       323)           -
      (Increase) decrease in
        accounts receivable
        - oil and gas sales            127,840   (   176,986)    (    52,753)
      (Increase) decrease in
        deferred charge                    688         2,782     (     1,154)
      Increase (decrease) in
        accounts payable           (    13,384)  (    39,946)         77,834
      Increase in accounts
        payable-related party
        (Note 2)                           761          -               -
      Increase in accrued
        liability                        2,375         3,096           1,872
                                     ---------     ---------       ---------
  Net cash provided by
      operating activities          $1,526,514    $1,275,528      $1,051,881
                                     ---------     ---------       ---------



                                      F-63
<PAGE>




CASH FLOWS FROM INVESTING
   ACTIVITIES:
   Capital expenditures            ($   37,695)  ($   14,443)    ($   37,380)
   Proceeds from sale of
      oil and gas properties              -             -             11,149
   Proceeds from disposal of
      discontinued operations
      (Note 6)                       2,457,826          -               -
                                     ---------     ---------       ---------
   Net cash provided (used) by
      investing activities          $2,420,131   ($   14,443)    ($   26,231)
                                     ---------     ---------       ---------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Cash distributions              ($3,937,317)  ($1,124,855)    ($1,001,598)
                                     ---------     ---------       ---------
   Net cash used by financing
      activities                   ($3,937,317)  ($1,124,855)    ($1,001,598)
                                     ---------     ---------       ---------

NET INCREASE IN CASH
   AND CASH EQUIVALENTS             $    9,328    $  136,230      $   24,052

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD              465,378       329,148         305,096
                                     ---------     ---------       ---------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                 $  474,706    $  465,378      $  329,148
                                     =========     =========       =========



















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




                                      F-64
<PAGE>



                        GEODYNE ENERGY INCOME PROGRAM II
                     Notes to Combined Financial Statements
              For the Years Ended December 31, 2006, 2005, and 2004

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.  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." The  Partnerships  were
activated on the following  dates with the  following  Limited  Partner  capital
contributions.

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

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

      The Partnerships  would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships.  However, such partnership
agreements  provide  that  the  General  Partner  may  extend  the  term of each
Partnership  for up to five periods of two years each.  The General  Partner has
extended  the terms of the  Partnerships  for  their  third  two-year  extension
thereby  extending their  termination  date to December 31, 2007. On February 5,
2007 the General Partner mailed a notice to the limited partners announcing that
the Partnerships  will terminate at the end of their current term,  December 31,
2007. See Note 7 for more information regarding the Partnership terminations.



                                      F-65
<PAGE>



      An affiliate of the General  Partner owned the following Units at December
31, 2006:

                         Number of           Percent of
      Partnership       Units Owned       Outstanding Units
      -----------       -----------       -----------------
         II-A             156,883              32.39%
         II-B             111,952              30.95%
         II-C              55,094              35.63%
         II-D             101,855              32.35%
         II-E              78,601              34.35%
         II-F              48,916              28.54%
         II-G              87,584              23.53%
         II-H              29,152              31.79%

      The  Partnerships'  sole business is the development and production of oil
and gas.  Substantially  all of the  Partnerships'  gas production is 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.


      Basis of Presentation

      These financial  statements  reflect the combined accounts of each Geodyne
Energy Income Limited Partnership and the related Geodyne Production Partnership
after the elimination of all inter-partnership  transactions and balances. These
financial statements are presented on a going concern basis.


      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-66
<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-67
<PAGE>



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

      All  Partnerships  have  achieved  payout.  After payout,  operations  and
revenues for the  Partnerships  are  allocated  using the 10% / 90% after payout
percentages as described in Footnote 3 to the table above.


      Cash and Cash Equivalents

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


      Credit Risks

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


      Oil and Gas Properties

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

      Depletion of the cost of producing oil and gas properties, amortization of
related intangible  drilling and development costs, and depreciation of tangible
lease and well  equipment are computed on the  units-of-production  method.  The
Partnerships' calculation of depreciation,  depletion, and amortization includes
estimated  dismantlement and abandonment costs, net of estimated salvage values.
The depreciation,  depletion, and amortization rates, which include accretion of
the asset retirement



                                      F-68
<PAGE>



obligation,  per  equivalent  barrel of oil  produced  during  the  years  ended
December 31, 2006, 2005, and 2004, were as follows:

           Partnership      2006    2005(1)    2004(1)
           -----------     -----    -------    -------
              II-A         $1.92     $2.50      $1.35
              II-B          1.72      2.55       1.27
              II-C          1.70      1.79       1.10
              II-D          2.82      1.52       1.29
              II-E          1.85      1.74       1.31
              II-F          2.88      2.07       3.68
              II-G          2.88      2.08       3.86
              II-H          2.84      2.03       3.88

(1)   These  amounts  have been  restated to reflect the sale of various oil and
      gas  properties  during 2006 and assets  held for sale as of December  31,
      2006 as discontinued  operations.  See Note 6 for more  information  about
      these discontinued operations.

      When complete units of depreciable property are retired or sold, the asset
cost,  related   accumulated   depreciation,   and  remaining  asset  retirement
obligation, are eliminated with any gain or loss reflected in income.

      The  Partnerships  evaluate the  recoverability  of the carrying  costs of
their  proved  oil  and gas  properties  for  each  oil  and  gas  well.  If the
unamortized  costs,  net of salvage value, of oil and gas properties  exceed the
expected  undiscounted  future cash flows from such properties,  the cost of the
properties  is written  down to fair  value,  which is  determined  by using the
discounted future cash flows from the properties.  In the third quarter of 2006,
natural  gas  prices  declined  significantly.  Consequently,  the  partnerships
incurred  impairments  utilizing  the natural  gas spot  prices that  existed on
September 30, 2006. The impairments related to continuing  operations recognized
in the third quarter are set forth in the table below.

                II-A      $13,240         II-E       $20,278
                II-B        6,569         II-F        24,473
                II-C        5,336         II-G        54,129
                II-D        3,250         II-H         6,935

Once  incurred,  an  impairment  of  oil  and  natural  gas  properties  is  not
reversible.


      Deferred Charge

      The Deferred Charge represents costs deferred for lease operating expenses
incurred  in  connection  with the  Partnerships'  underproduced  gas  imbalance
positions.  The 2006 amounts do not include any wells classified as discontinued
operations at December 31, 2006. The deferred charge for the discontinued



                                      F-69
<PAGE>



operations  are  included as a component of assets held for sale as described in
Note 6 to the combined financial  statements of the Partnerships.  The rate used
in calculating  the deferred charge is the average annual  production  costs per
Mcf.  At  December  31, 2006 and 2005,  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:

                            2006                   2005
                     --------------------   -------------------
      Partnership      Mcf        Amount      Mcf       Amount
      -----------    -------     --------   -------    --------

         II-A        480,195     $548,671   526,539    $601,624
         II-B        212,919      250,829   230,226     271,456
         II-C        175,401      140,129   195,069     155,926
         II-D        445,524      352,148   470,689     371,875
         II-E        319,006      203,568   326,359     209,941
         II-F         44,766       21,383    54,651      30,727
         II-G         96,322       53,796   117,353      65,542
         II-H         23,602       12,322    28,476      16,952


      Accrued Liability

      The Accrued  Liability  represents  charges  accrued  for lease  operating
expenses  incurred  in  connection  with  the  Partnerships'   overproduced  gas
imbalance  positions.  The 2006 amounts do not include any wells  classified  as
discontinued  operations  at December 31, 2006.  The accrued  liability  for the
discontinued  operations  is included as a component  of assets held for sale as
described in Note 6 to the combined  financial  statements of the  Partnerships.
The rate  used in  calculating  the  accrued  liability  is the  annual  average
production  costs per Mcf. At December 31, 2006 and 2005,  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:

                           2006                  2005
                     ------------------    ------------------
      Partnership      Mcf      Amount       Mcf      Amount
      -----------    -------   --------    -------   --------

         II-A        130,556   $149,173    136,010   $155,405
         II-B         56,673     83,970     56,172     72,442
         II-C         54,034     43,318     55,517     44,603
         II-D        146,092    121,205    133,275    102,928
         II-E         55,878     69,257     29,560     25,448
         II-F         31,725     23,586     35,503     26,676
         II-G         63,653     43,043     68,713     45,118
         II-H         18,224     14,864     18,994     15,003




                                      F-70
<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 for which the  Partnerships  are
currently  settling  this  liability.  At December 31, 2006 and 2005 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:

                           2006                  2005
                     -----------------    -----------------
      Partnership      Mcf      Amount      Mcf     Amount
      -----------    ------   --------    ------   --------

         II-A        63,901    $95,852    64,638    $96,957
         II-B        17,149     25,724    23,709     35,564
         II-C         9,383     14,075     8,969     13,454
         II-D        13,490     20,235    11,732     17,598
         II-E        28,949     43,424    28,949     43,424
         II-F         3,088      4,632     1,541      2,312
         II-G        10,948     16,422    10,211     15,317
         II-H          -          -         -          -

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-71
<PAGE>



      Use of Estimates in Financial Statements

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


      Legal Contingency

      A class  action  lawsuit  styled  Robert  W.  Scott,  individually  and as
Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case
No. C-01-385,  was filed in the District Court of Sweetwater County,  Wyoming on
June 29,  2001.  Samson  Resources  ("Samson")  is an  affiliate  of the General
Partner and operates certain wells in which the Partnerships' own interests. The
lawsuit alleges that Samson deducted from its payments to royalty and overriding
royalty  owners certain  charges which were improper  under the Wyoming  royalty
payment statutes and also alleges that Samson's check stubs did not fully comply
with the Wyoming  Royalty  Payment Act. A number of these royalty and overriding
royalty payments burden the interests of the II-A, II-C, and II-D  Partnerships.
Samson and plaintiffs  have reached  agreement to settle all of the  plaintiffs'
remaining  claims  in this  lawsuit,  and  Samson  expects  a formal  settlement
agreement  to be  executed  during  April  2007.  The  settlement  calls  for an
additional royalty payment of $1,000,000,  and is subject to Court approval. The
Plaintiffs' counsel,  subject to Court approval,  is responsible for determining
the allocation of the $1,000,000 among the various class members after deduction
of litigation  costs and attorneys'  fees. The method of allocation  selected by
the Plaintiffs'  counsel and approved by the Court will determine the allocation
of the settlement  amount among Samson's  Wyoming gas wells.  This allocation is
necessary in order to  determine  the portion of the  settlement  for which each
Partnership is responsible.  Consequently,  until the allocation among the class
members is received from the Plaintiff's  counsel and approved by the Court, the
General  Partner  cannot  determine the portion of the settlement for which each
Partnership will be responsible.  Therefore,  there have been no amounts accrued
as of December 31, 2006.




                                      F-72
<PAGE>



      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.


      Asset Retirement Obligation

      The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted.  FAS No. 143 requires the estimated plugging
and  abandonment  obligations  to be  recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized  as part of the carrying  amount of
the well.  Estimated  abandonment  dates will be revised in the future  based on
changes to related economic lives, which vary with product prices and production
costs.  Estimated  plugging  costs  may also be  adjusted  to  reflect  industry
experience.  During the year ended  December 31, 2005, the  Partnerships'  asset
retirement  obligations were revised upward due to an increase in both the labor
and rig costs  associated with plugging wells.  Cash flows would not be affected
until wells are actually plugged and abandoned.  The asset retirement obligation
is  adjusted  upwards  each  quarter  in order  to  recognize  accretion  of the
time-related discount factor.

      The components of the change in asset retirement  obligations for the year
ended December 31, 2006 and 2005 are as shown below.


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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $904,787        $393,670
Additions                                 634           6,908
Revisions                                -            466,239
Settlement and disposals            (  54,571)      (   1,820)
Accretion expense                      41,390          39,790
Discontinued operations             ( 222,378)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $669,862        $904,787
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 14,586        $ 41,485
Asset Retirement Obligation -
   Long-Term                          655,276         863,302



                                      F-73
<PAGE>






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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $383,886        $210,198
Additions                                -              2,149
Revisions                                -            155,638
Settlement and disposals            (     156)      (     987)
Accretion expense                      17,793          16,888
Discontinued operations             ( 147,559)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $253,964        $383,886
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 15,504        $ 11,476
Asset Retirement Obligation -
   Long-Term                          238,460         372,410





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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $140,791        $ 73,574
Additions                                -                212
Revisions                                -             61,173
Settlement and disposals            (   3,406)      (     673)
Accretion expense                       6,808           6,505
Discontinued operations             (   4,024)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $140,169        $140,791
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 15,441        $  9,569
Asset Retirement Obligation -
   Long-Term                          124,728         131,222





                                      F-74
<PAGE>




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

                                       2006            2005
                                    ----------       ----------

Total Asset Retirement
   Obligation, January 1             $448,613        $187,060
Additions                                -              2,210
Revisions                                -            238,232
Settlement and disposals            (   9,583)           -
Accretion expense                      22,220          21,111
Discontinued operations             (  37,822)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $423,428        $448,613
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 69,738        $ 45,216
Asset Retirement Obligation -
   Long-Term                          353,690         403,397




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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $237,057        $102,444
Additions                                 404             441
Revisions                                -            123,724
Settlement and disposals            (  77,025)      (     692)
Accretion expense                      10,848          11,140
Discontinued operations             (  31,833)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $139,451        $237,057
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 26,503        $  6,501
Asset Retirement Obligation -
   Long-Term                          112,948         230,556






                                      F-75
<PAGE>




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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $197,849        $102,318
Additions                                 791           1,073
Revisions                                -             86,747
Settlement and disposals            (   9,271)      (   1,690)
Accretion expense                       9,819           9,401
Discontinued operations             (  75,038)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $124,150        $197,849
                                      =======         =======
Asset Retirement Obligation -
   Current                           $  5,398        $  1,909
Asset Retirement Obligation -
   Long-Term                          118,752         195,940




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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $424,043        $218,637
Additions                               1,700           2,245
Revisions                                -            186,533
Settlement and disposals            (  21,826)      (   3,531)
Accretion expense                      21,011          20,159
Discontinued operations             ( 157,170)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $267,758        $424,043
                                      =======         =======
Asset Retirement Obligation -
   Current                           $ 11,451        $  3,988
Asset Retirement Obligation -
   Long-Term                          256,307         420,055





                                      F-76
<PAGE>




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

                                       2006            2005
                                    ----------      ----------

Total Asset Retirement
   Obligation, January 1             $103,349        $ 53,561
Additions                                 411             520
Revisions                                -             45,175
Settlement and disposals            (   6,604)      (     817)
Accretion expense                       5,115           4,910
Discontinued operations             (  36,318)           -
                                      -------         -------
Total Asset Retirement
   Obligation, December 31           $ 65,953        $103,349
                                      =======         =======
Asset Retirement Obligation -
   Current                           $  2,726        $    922
Asset Retirement Obligation -
   Long-Term                           63,227         102,427


      New Accounting Pronouncement

      In September 2006, the FASB issued FAS No. 157, "Fair Value  Measurements"
(FAS No. 157). FAS No. 157 establishes a common  definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for  measuring  fair value,  and expands  the  disclosure  about such fair value
measurements.  FAS No 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships  are currently  assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.




                                      F-77
<PAGE>




      Discontinued Operations

      As further  discussed in Note 3, the II-A,  II-B,  II-C, II-D, II-E, II-F,
II-G,  and II-H  Partnerships  sold  their  interests  in a number of  producing
properties to independent  third parties at large public oil and gas auctions in
2006. Additional properties for all of the Partnerships will be sold at auctions
in 2007. The properties sold in the 2006 auctions and those scheduled to be sold
in 2007  auctions  represent  a  disposal  of a  component  under  Statement  of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived Assets" (FAS 144).  Accordingly,  current year results of
these  properties have been classified as  discontinued,  and prior periods have
been restated.  Once  properties are classified as assets held for sale, they no
longer incur any depreciation, depletion, and amortization expenses.


      Reclassification

      Certain prior year balances have been reclassified to conform with current
year presentation.



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, 2006, 2005,
and 2004:



                                      F-78
<PAGE>





           Partnership      2006        2005       2004
           -----------    --------    --------   --------

              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   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
during the year ended  December  31, 2006 is  approximately  as set forth on the
table below:

           II-A     $55,000         II-E      $34,000
           II-B      53,000         II-F       28,000
           II-C      25,000         II-G       62,000
           II-D      30,000         II-H       16,000

      The  Accounts  Payable - Related  Party at December 31, 2006 for the II-E,
II-F, II-G, and II-H Partnerships  represents  affiliated  partnerships share of
oil and gas  revenues  initially  received  by the II-E,  II-F,  II-G,  and II-H
Partnerships that have not yet been reimbursed to the affiliated partnerships as
of December 31, 2006.  Such amounts will be repaid during the second  quarter of
2007.


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, 2006, 2005 and 2004:



                                      F-79
<PAGE>




Partnership             Purchaser                Percentage
-----------     ------------------------     ---------------------
                                             2006    2005    2004
                                             -----   -----   -----
   II-A         BP America Production Co.    15.9%   14.0%   14.8%
                Cinergy Marketing Company
                  ("Cinergy")                  -     12.5%   16.1%
                Duke Energy Field Services
                  ("Duke")                     -     10.3%   12.3%


   II-B         Citation Oil & Gas Corp.
                  ("Citation")               16.4%   14.8%   13.1%
                Cinergy                        -     16.0%   24.1%


   II-C         Citation                     13.6%   12.3%   11.6%
                Cinergy                        -     14.0%   22.3%


   II-D         Vintage Petroleum, Inc.      10.6%   11.1%   10.3%
                Cinergy                        -     12.3%   17.0%
                Whiting Petroleum Corp.        -       -     11.8%


   II-E         Atlas Pipeline Mid-
                  Continent LLC              12.9%   13.3%     -
                Cinergy                        -     12.8%   25.1%


   II-F         Duke                         10.9%   13.7%   14.7%
                Cinergy                        -       -     12.3%
                Chevron U.S.A., Inc.           -       -     10.0%


   II-G         Duke                         11.1%   13.8%   14.9%
                Cinergy                        -       -     12.2%


   II-H         Duke                         11.4%   14.0%   15.1%
                Cinergy                        -       -     11.9%

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




                                      F-80
<PAGE>




4. SUPPLEMENTAL OIL AND GAS INFORMATION

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


      Capitalized Costs

      The   capitalized   costs   and   accumulated   depreciation,   depletion,
amortization,  and  valuation  allowance  at December  31, 2006 and 2005 were as
follows:


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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $26,599,306     $30,038,453

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 24,670,607)   ( 27,569,087)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,928,699     $ 2,469,366
                                      ==========      ==========


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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $18,836,416     $20,598,447

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 17,495,512)   ( 19,054,229)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,340,904     $ 1,544,218
                                      ==========      ==========




                                      F-81
<PAGE>



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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $ 8,211,171     $ 8,722,127

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   (  7,542,089)   (  7,993,885)
                                      ----------      ----------
           Net oil and gas
             Properties              $   669,082     $   728,242
                                      ==========      ==========



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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $12,686,985     $14,226,782

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 11,379,007)   ( 12,667,197)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,307,978     $ 1,559,585
                                      ==========      ==========



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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $ 9,949,660     $13,234,154

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   (  9,072,117)   ( 12,025,095)
                                      ----------      ----------
           Net oil and gas
             Properties              $   877,543     $ 1,209,059
                                      ==========      ==========



                                      F-82
<PAGE>




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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $ 6,476,095     $10,482,766

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   (  5,844,291)   (  9,313,628)
                                      ----------      ----------
           Net oil and gas
             Properties              $   631,804     $ 1,169,138
                                      ==========      ==========



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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $14,010,934     $22,459,822

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ( 12,650,062)   ( 19,945,418)
                                      ----------      ----------
           Net oil and gas
             Properties              $ 1,360,872     $ 2,514,404
                                      ==========      ==========


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

                                         2006           2005
                                    -------------   -------------

      Proved properties              $ 3,423,556     $ 5,389,006

      Less accumulated deprecia-
        tion, depletion, amorti-
        zation, and valuation
        allowance                   ($ 3,092,208)   (  4,791,934)
                                      ----------      ----------
           Net oil and gas
             Properties              $   331,348     $   597,072
                                      ==========      ==========



                                      F-83
<PAGE>



      Costs Incurred

      The  Partnerships  incurred  no  costs  in  connection  with  oil  and gas
acquisition  or  exploration  activities  during  2006,  2005,  and 2004.  Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2006, 2005, and 2004, were as follows:


           Partnership      2006       2005(1)     2004
           -----------    --------    --------   --------

              II-A        $147,711    $133,494   $ 93,122
              II-B          91,436      96,434     53,458
              II-C          47,076      54,420     11,074
              II-D         129,167     151,464     16,239
              II-E          99,528      31,965     30,342
              II-F          96,507      20,736     79,459
              II-G         201,433      43,264    174,306
              II-H          46,421       9,960     43,819

----------
(1)   Excludes the estimated asset  retirement  costs for the II-A,  II-B, II-C,
      II-D, II-E, II-F, II-G, and II-H  Partnerships of approximately  $466,000,
      $156,000,  $61,000,  $238,000,  $124,000,  $87,000, $187,000, and $45,000,
      respectively,  recorded as a revision in FAS No. 143 during 2005 due to an
      increase in both the labor and rig costs associated with plugging wells.


      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, 2006,
2005, and 2004, were estimated by petroleum  engineers employed by affiliates of
the  Partnerships.  In  addition,  reserve  information  for the top 80% of each
Partnership's  reserve base (based on volumes) has been  reviewed by Ryder Scott
Company,  L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder
Scott has stated to the General  Partner their opinion that (i) the estimates of
reserves for the properties which they reviewed were prepared in accordance with
generally accepted procedures for the estimation of reserves, (ii) they found no
bias  in the  utilization  and  analysis  of  data,  and  (iii)  the  cash  flow
projections provided by Samson of gross and net reserves and associated revenues
and costs based on constant pricing in general appear reasonable.  The following
information  includes  certain  gas  balancing  adjustments  which cause the gas
volumes to differ from the



                                      F-84
<PAGE>



reserve reports prepared by the General Partner and reviewed by Ryder Scott.

      In  general,  the  Partnerships  experienced  downward  revisions  in  gas
reserves  at December  31,  2006 as  compared  to  December  31, 2005 due to the
decrease  in the gas  prices  used to  estimate  reserves.  The  II-A  and  II-B
Partnerships had an increase in gas reserves due to revised forecasts on several
properties based on actual production experience. The II-C and II-D Partnerships
had an increase in gas  reserves on one  material  property,  which is discussed
below.

      Following  is a  description  of those  oil and gas  properties  for which
revisions in the continuing  operations estimated proved reserves as of December
31, 2006 as compared to December 31, 2005 were significant to the Partnerships:

             The II-E, II-F, II-G, and II-H Partnerships'  estimated proved
       oil reserves decreased  approximately 7,000 barrels, 18,000 barrels,
       37,000 barrels, and 9,000 barrels, respectively, in the Pecos Valley
       Unit  due  to  a  revised  forecast  in  reserves  based  on  actual
       production  experience  and a steeper  decline  rate  resulting in a
       shorter reserve life.

             In  addition,  the II-E  Partnership's  estimated  proved  oil
       reserves  decreased  approximately  10,000 barrels in the F. H. Gray
       Unit D due  to a  revised  forecast  in  reserves  based  on  actual
       production experience.

      Following  is a  description  of those  oil and gas  properties  for which
revisions  in  the  discontinued  operations  estimated  proved  reserves  as of
December  31,  2006 as compared to  December  31, 2005 were  significant  to the
Partnerships:

             The II-C and II-D Partnerships'  estimated proved gas reserves
       increased  approximately 5,000 Mcf and 56,000 Mcf, respectively,  in
       the  Skjelvik due to the  completion  of an  additional  zone during
       2006.






                                      F-85
<PAGE>

<TABLE>


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

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       221,369         692,736        356,970     5,910,055
Production                          ( 18,613)       ( 74,067)      ( 46,952)   (  572,607)
Extensions and discoveries            24,382          13,397            379        14,547
Revisions of previous estimates       49,078        ( 51,977)        54,272       344,731
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2004       276,216         580,089        364,669     5,696,726
Production                          ( 17,896)       ( 73,019)      ( 39,917)   (  579,253)
Extensions and discoveries             4,329          17,663            749        23,040
Revisions of previous estimates       14,359          34,110         84,857       668,385
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2005       277,008         558,843        410,358     5,808,898
Production                          ( 16,511)       ( 56,728)      ( 37,392)   (  521,593)
Sale of minerals in place           (  1,465)       ( 18,215)          -             -
Extensions and discoveries              -               -               466        68,088
Revisions of previous estimates     ( 15,073)         33,919       (  1,989)   (    3,360)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2006       243,959         517,819        371,443     5,352,033
                                     =======         =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 276,216         580,089        364,669     5,696,726
                                     =======         =======        =======     =========
   December 31, 2005                 277,008         558,843        410,358     5,808,898
                                     =======         =======        =======     =========
   December 31, 2006                 243,959         517,819        371,443     5,352,033
                                     =======         =======        =======     =========
</TABLE>



                                      F-86
<PAGE>

<TABLE>


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

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003        93,233         177,407        357,153     4,853,690
Production                          (  9,983)       ( 23,126)      ( 32,490)   (  511,944)
Sale of minerals in place               -               -              -             -
Extensions and discoveries              -               -                62         7,138
Revisions of previous estimates       32,261        (  7,700)        24,612       324,545
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2004       115,511         146,581        349,337     4,673,429
Production                          (  9,590)       ( 26,899)      ( 30,421)   (  489,345)
Sale of minerals in place               -               -              -             -
Extensions and discoveries              -               -                93        10,833
Revisions of previous estimates        8,841        ( 40,285)        55,458       501,967
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2005       114,762          79,397        374,467     4,696,884
Production                          (  8,715)       ( 15,869)      ( 26,629)   (  464,235)
Sale of minerals in place           (     94)       (  1,750)          -             -
Extensions and discoveries              -               -              -             -
Revisions of previous estimates        9,277        (  7,612)      (  5,759)       67,317
                                     -------         -------        -------     ---------
Proved reserves, Dec. 31, 2006       115,230          54,166        342,079     4,299,966
                                     =======         =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 115,511         146,581        349,337     4,673,429
                                     =======         =======        =======     =========
   December 31, 2005                 114,762          79,397        374,467     4,696,884
                                     =======         =======        =======     =========
   December 31, 2006                 115,230          54,166        342,079     4,299,966
                                     =======         =======        =======     =========
</TABLE>



                                      F-87
<PAGE>

<TABLE>


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

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003         6,279          66,543        160,599     3,404,789
Production                          (    653)       ( 10,425)      ( 14,712)   (  290,665)
Sale of minerals in place               -               -              -             -
Extensions and discoveries              -               -                46         3,685
Revisions of previous estimates        2,108           2,346         12,094       277,005
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2004         7,734          58,464        158,027     3,394,814
Production                          (    742)       ( 13,561)      ( 14,075)   (  310,311)
Sale of minerals in place               -               -              -             -
Extensions and discoveries              -               -               105        22,834
Revisions of previous estimates     (    479)       (  4,274)        22,839       397,947
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2005         6,513          40,629        166,896     3,505,284
Production                          (    528)       (  9,374)      ( 12,078)   (  277,010)
Sale of minerals in place           (    495)       (  1,175)          -             -
Extensions and discoveries               549             330            163        13,112
Revisions of previous estimates           84           4,552       (    398)   (   56,420)
                                     -------         -------        -------     ---------

Proved reserves, Dec. 31, 2006         6,123          34,962        154,583     3,184,966
                                     =======         =======        =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                   7,734          58,464        158,027     3,394,814
                                     =======         =======        =======     =========
   December 31, 2005                   6,513          40,629        166,896     3,505,284
                                     =======         =======        =======     =========
   December 31, 2006                   6,123          34,962        154,583     3,184,966
                                     =======         =======        =======     =========
</TABLE>



                                      F-88
<PAGE>


<TABLE>

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

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------      ----------      ---------   -----------
<S>                                 <C>            <C>             <C>         <C>
Proved reserves, Dec. 31, 2003       66,556         567,286         138,937     8,252,865
Production                          ( 6,725)       ( 29,100)       ( 18,587)   (  645,031)
Sale of minerals in place              -               -               -             -
Extensions and discoveries             -               -                 22           720
Revisions of previous estimates      22,892        ( 74,361)       ( 15,780)    1,020,010
                                     ------         -------         -------     ---------

Proved reserves, Dec. 31, 2004       82,723         463,825         104,592     8,628,564
Production                          ( 5,883)       ( 27,434)       ( 15,976)   (  722,142)
Sale of minerals in place              -               -               -             -
Extensions and discoveries             -               -              1,668       278,804
Revisions of previous estimates     ( 7,313)       ( 35,473)         13,014     1,059,344
                                     ------         -------         -------     ---------

Proved reserves, Dec. 31, 2005       69,527         400,918         103,298     9,244,570
Production                          ( 5,451)       ( 29,683)       ( 14,674)   (  630,550)
Sale of minerals in place           ( 4,775)       (  4,468)           -             -
Extensions and discoveries            5,753           3,460           1,351        73,537
Revisions of previous estimates         870          51,028        (     48)   (  845,884)
                                     ------         -------         -------     ---------

Proved reserves, Dec. 31, 2006       65,924         421,255          89,927     7,841,673
                                     ======         =======         =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 82,723         463,825         104,592     8,628,564
                                     ======         =======         =======     =========
   December 31, 2005                 69,527         400,918         103,298     9,244,570
                                     ======         =======         =======     =========
   December 31, 2006                 65,924         421,255          89,927     7,841,673
                                     ======         =======         =======     =========
</TABLE>



                                      F-89
<PAGE>


<TABLE>

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

                                     Discontinued Operations       Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       113,118         908,923        72,608      4,084,419
Production                          ( 13,616)       ( 66,654)      ( 4,519)    (  343,209)
Sale of minerals in place               -               -             -              -
Extensions and discoveries             2,485           3,415            40            631
Revisions of previous estimates       21,459        ( 12,762)      (11,373)       409,975
                                     -------         -------        ------      ---------

Proved reserves, Dec. 31, 2004       123,446         832,922        56,756      4,151,816
Production                          ( 13,444)       ( 73,403)      ( 4,507)    (  349,889)
Sale of minerals in place               -               -             -              -
Extensions and discoveries             1,164           2,465         1,385         67,021
Revisions of previous estimates       13,810           8,721       (   618)       399,502
                                     -------         -------        ------      ---------

Proved reserves, Dec. 31, 2005       124,976         770,705        53,016      4,268,450
Production                          ( 12,234)       ( 72,668)      ( 4,592)    (  334,024)
Sale of minerals in place           ( 35,967)       (156,523)         -              -
Extensions and discoveries             1,052           6,366         1,533         30,898
Revisions of previous estimates     (  1,047)       ( 31,829)      (15,195)    (  358,318)
                                     -------         -------        ------      ---------

Proved reserves, Dec. 31, 2006        76,780         516,051        34,762      3,607,006
                                     =======         =======        ======      =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 123,446         832,922        56,756      4,151,816
                                     =======         =======        ======      =========
   December 31, 2005                 124,976         770,705        53,016      4,268,450
                                     =======         =======        ======      =========
   December 31, 2006                  76,780         516,051        34,762      3,607,006
                                     =======         =======        ======      =========
</TABLE>



                                      F-90
<PAGE>

<TABLE>


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

                                     Discontinued Operations        Continuing Operations
                                    --------------------------     -----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------      -----------     ---------   -----------
<S>                                 <C>            <C>              <C>        <C>
Proved reserves, Dec. 31, 2003       244,019        1,409,464        50,352     2,395,930
Production                          ( 23,145)      (  133,737)      ( 2,938)   (  268,980)
Sale of minerals in place               -                -          (    63)         -
Extensions and discoveries             6,076            8,351            97         1,495
Revisions of previous estimates       54,247           70,947        13,091       229,400
                                     -------        ---------        ------     ---------

Proved reserves, Dec. 31, 2004       281,197        1,355,025        60,539     2,357,845
Production                          ( 22,377)      (  150,933)      ( 3,222)   (  226,924)
Sale of minerals in place               -                -             -             -
Extensions and discoveries             2,842            6,032         1,760        19,020
Revisions of previous estimates       27,013           85,043       (10,242)      107,487
                                     -------        ---------        ------     ---------

Proved reserves, Dec. 31, 2005       288,675        1,295,167        48,835     2,257,428
Production                          ( 22,064)      (  151,594)      ( 3,349)   (  221,303)
Sale of minerals in place           ( 80,010)      (  290,305)         -             -
Extensions and discoveries                 1           14,370         2,897        10,768
Revisions of previous estimates        2,366       (   65,207)      (18,037)   (  173,224)
                                     -------        ---------        ------     ---------

Proved reserves, Dec. 31, 2006       188,968          802,431        30,346     1,873,669
                                     =======        =========        ======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 281,197        1,355,025        60,539     2,357,845
                                     =======        =========        ======     =========
   December 31, 2005                 288,675        1,295,167        48,835     2,257,428
                                     =======        =========        ======     =========
   December 31, 2006                 188,968          802,431        30,346     1,873,669
                                     =======        =========        ======     =========
</TABLE>



                                      F-91
<PAGE>


<TABLE>

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

                                     Discontinued Operations        Continuing Operations
                                    --------------------------     -----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------      -----------     ---------   -----------
<S>                                <C>            <C>             <C>         <C>
Proved reserves, Dec. 31, 2003       510,371        2,981,342       107,681     5,199,199
Production                          ( 48,446)      (  282,389)     (  6,219)   (  576,725)
Sale of minerals in place               -                -         (    134)         -
Extensions and discoveries            12,706           18,002           203         3,134
Revisions of previous estimates      113,322          151,462        26,977       466,541
                                     -------        ---------       -------     ---------

Proved reserves, Dec. 31, 2004       587,953        2,868,417       128,508     5,092,149
Production                          ( 46,998)      (  318,764)     (  6,850)   (  484,309)
Sale of minerals in place               -                -             -             -
Extensions and discoveries             5,945           12,613         3,680        40,319
Revisions of previous estimates       56,767          171,057      ( 21,274)      230,125
                                     -------        ---------       -------     ---------

Proved reserves, Dec. 31, 2005       603,667        2,733,323       104,064     4,878,284
Production                          ( 46,119)      (  319,326)     (  7,078)   (  478,646)
Sale of minerals in place           (167,048)      (  628,876)         -             -
Extensions and discoveries                 4           30,050         6,044        23,453
Revisions of previous estimates        4,838       (  136,440)     ( 37,735)   (  368,903)
                                     -------        ---------       -------     ---------

Proved reserves, Dec. 31, 2006       395,342        1,678,731        65,295     4,054,188
                                     =======        =========       =======     =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 587,953        2,868,417       128,508     5,092,149
                                     =======        =========       =======     =========
   December 31, 2005                 603,667        2,733,323       104,064     4,878,284
                                     =======        =========       =======     =========
   December 31, 2006                 395,342        1,678,731        65,295     4,054,188
                                     =======        =========       =======     =========
</TABLE>



                                      F-92
<PAGE>

<TABLE>


                                II-H Partnership
                                ----------------
<CAPTION>

                                    Discontinued Operations        Continuing Operations
                                    ------------------------       ----------------------
                                      Crude          Natural         Crude       Natural
                                       Oil             Gas            Oil          Gas
                                    (Barrels)         (Mcf)        (Barrels)      (Mcf)
                                    ---------       ---------      ---------   -----------
<S>                                 <C>             <C>            <C>         <C>
Proved reserves, Dec. 31, 2003       118,170         704,587        25,899      1,285,647
Production                          ( 11,215)       ( 66,490)      ( 1,473)    (  140,415)
Sale of minerals in place               -               -          (    35)          -
Extensions and discoveries             2,939           4,038            47            841
Revisions of previous estimates       26,365          37,716         6,226        102,922
                                     -------          -------       ------      ---------

Proved reserves, Dec. 31, 2004       136,259         679,851        30,664      1,248,995
Production                          ( 10,856)       ( 75,013)      ( 1,590)    (  118,414)
Sale of minerals in place               -               -             -              -
Extensions and discoveries             1,374           2,919           851          9,579
Revisions of previous estimates       13,145          36,388       ( 4,904)        56,476
                                     -------         -------        ------      ---------

Proved reserves, Dec. 31, 2005       139,922         644,145        25,021      1,196,636
Production                          ( 10,674)       ( 74,947)      ( 1,644)    (  116,535)
Sale of minerals in place           ( 38,848)       (155,066)         -              -
Extensions and discoveries                 1           6,950         1,404          6,094
Revisions of previous estimates        1,182        ( 31,241)      ( 8,767)    (   89,156)
                                     -------         -------        ------      ---------

Proved reserves, Dec. 31, 2006        91,583         389,841        16,014        997,039
                                     =======         =======        ======      =========
PROVED DEVELOPED RESERVES:
   December 31, 2004                 136,259         679,851        30,664      1,248,995
                                     =======         =======        ======      =========
   December 31, 2005                 139,922         644,145        25,021      1,196,636
                                     =======         =======        ======      =========
   December 31, 2006                  91,583         389,841        16,014        997,039
                                     =======         =======        ======      =========
</TABLE>



                                      F-93
<PAGE>



5. QUARTERLY FINANCIAL DATA (Unaudited)

      Summarized  unaudited  quarterly  financial  data  for 2006 and 2005 is as
follows:




                                      F-94
<PAGE>




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

                                                  2006
                          ----------------------------------------------------
                             First        Second          Third      Fourth
                           Quarter(2)   Quarter(2)      Quarter(2)   Quarter
                          -----------   -----------    -----------  ----------

Total Revenues            $1,538,126    $1,450,986     $1,449,456   $1,371,263
Gross Profit(1)            1,047,229     1,021,938      1,239,655      845,564
Income from continuing
   operations                888,478       887,292      1,107,597      713,197
Income from discontinued
   operations                255,548       250,962        281,781      198,491
Net Income                 1,144,026     1,138,254      1,389,378      911,688
Limited Partners' Net
   Income per Unit              2.11          2.12           2.56         1.69

                                                  2005
                          ----------------------------------------------------
                             First       Second          Third        Fourth
                           Quarter(2)   Quarter(2)      Quarter(2)    Quarter(2)
                          -----------   -----------    -----------  -----------

Total Revenues            $1,406,622    $1,411,544     $1,627,558   $1,924,051
Gross Profit(1)            1,096,335     1,031,822      1,170,311    1,360,391
Income from continuing
   operations                940,575       897,347      1,036,467    1,223,183
Income from discontinued
   operations                237,703       216,339        283,137      262,739
Net Income                 1,178,278     1,113,686      1,319,604    1,485,922
Limited Partners' Net
   Income per Unit              2.18          2.06           2.42         2.75




                                      F-95
<PAGE>




------------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]




                                      F-96
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)     Quarter
                          -----------    -----------   -----------   -----------

Total Revenues             $1,324,218    $1,157,157    $1,131,878    $1,037,956
Gross Profit(1)               937,154       850,693       748,292       605,479
Income from continuing
   operations                 812,536       749,650       649,386       506,265
Income from discontinued
   operations                 121,076       110,530       123,092        65,072
Net Income                    933,612       860,180       772,478       571,337
Limited Partners' Net
   Income per Unit               2.32          2.13          1.91          1.41


                                                    2005
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------

Total Revenues            $1,160,203     $1,042,138    $1,334,125    $1,551,023
Gross Profit(1)              899,527        715,616       970,673     1,100,119
Income from continuing
   operations                777,636        614,632       870,368       996,294
Income from discontinued
   operations                111,730         89,284       152,397       101,574
Net Income                   889,366        703,916     1,022,765     1,097,868
Limited Partners' Net
   Income per Unit              2.21           1.73          2.51          2.71



                                      F-97
<PAGE>




------------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]







                                      F-98
<PAGE>



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

                                                    2006
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)     Quarter
                          -----------    ----------    -----------   -----------

Total Revenues            $713,439       $625,141      $640,191      $538,939
Gross Profit(1)            515,291        470,580       430,069       334,427
Income from continuing
   operations              448,338        426,311       387,177       291,226
Income from discontinued
   operations               18,272         13,012        13,503        13,243
Net Income                 466,610        439,323       400,680       304,469
Limited Partners' Net
   Income per Unit            2.71           2.55          2.30          1.77

                                                    2005
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------

Total Revenues            $643,722       $621,904      $716,574      $949,696
Gross Profit(1)            509,256        490,490       532,976       700,147
Income from continuing
   operations              444,584        446,092       489,336       652,728
Income from discontinued
   Operations               15,385         11,534        31,046        17,410
Net Income                 459,969        457,626       520,382       670,138
Limited Partners' Net
   Income per Unit            2.67           2.65          3.01          3.88



                                      F-99
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]






                                     F-100
<PAGE>




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

                                                    2006
                          ------------------------------------------------------
                             First        Second         Third         Fourth
                           Quarter(2)    Quarter(2)    Quarter(2)      Quarter
                          -----------    ----------    ----------    -----------

Total Revenues            $1,370,063     $1,098,009    $1,253,367    $1,015,279
Gross Profit(1)            1,040,785        818,891       745,536       681,504
Income from continuing
   operations                929,207        730,708       659,297       594,889
Income from discontinued
   operations                 83,444         68,632        49,134       131,176
Net Income                 1,012,651        799,340       708,431       726,065
Limited Partners' Net
   Income per Unit              2.89           2.27          1.96          2.08



                                                    2005
                          ------------------------------------------------------
                             First         Second        Third         Fourth
                           Quarter(2)    Quarter(2)    Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------

Total Revenues            $1,323,738     $1,204,130    $1,386,138    $2,074,420
Gross Profit(1)            1,011,005      1,016,930     1,042,848     1,613,436
Income from continuing
   operations                902,052        928,763       955,358     1,522,368
Income from discontinued
   Operations                 74,779         33,979        95,562        92,058
Net Income                   976,831        962,742     1,050,920     1,614,426
Limited Partners' Net
   Income per Unit              2.78           2.76          2.98          4.58




                                     F-101
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]





                                     F-102
<PAGE>




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

                                                    2006
                          ------------------------------------------------------
                             First         Second        Third         Fourth
                           Quarter(2)    Quarter(2)    Quarter(2)      Quarter
                          -----------    -----------   ----------    -----------

Total Revenues            $696,076       $577,014      $561,722      $  511,480
Gross Profit(1)            538,887        375,829       311,907         290,950
Income from continuing
   operations              451,272        311,219       248,946         223,157
Income from discontinued
   operations              194,553        256,618       278,430       2,422,710
Net Income                 645,825        567,837       527,376       2,645,867
Limited Partners' Net
   Income per Unit            2.53           2.22          2.05           10.40


                                                    2005
                          ------------------------------------------------------
                             First         Second        Third         Fourth
                           Quarter(2)    Quarter(2)    Quarter(2)     Quarter(2)
                          -----------    -----------   ----------    -----------

Total Revenues            $569,981       $459,680      $632,097      $1,147,397
Gross Profit(1)            438,772        348,038       467,562         927,666
Income from continuing
   operations              353,598        283,366       403,619         860,037
Income from discontinued
   operations              203,173        175,133       255,238         165,062
Net Income                 556,771        458,499       658,857       1,025,099
Limited Partners' Net
   Income per Unit            2.18           1.78          2.58            4.00




                                     F-103
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]





                                     F-104
<PAGE>




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

                                                    2006
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)     Quarter
                          -----------    -----------   -----------   -----------

Total Revenues            $408,454       $398,507      $430,429      $  353,448
Gross Profit(1)            310,250        273,037       254,082         232,151
Income from continuing
   Operations               238,624       225,022       206,651         180,215
Income from discontinued
   operations               434,419       498,602       550,878       5,129,164
Net Income                  673,043       723,624       757,529       5,309,379
Limited Partners' Net
   Income per Unit             3.51          3.80          3.94           27.87


                                                    2005
                          ------------------------------------------------------
                             First         Second         Third        Fourth
                           Quarter(2)    Quarter(2)     Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------
Total Revenues            $438,158       $424,542       $421,223     $  497,004
Gross Profit(1)            352,760        334,915        312,825        387,274
Income from continuing
   operations              283,451        286,786        264,905        335,284
Income from discontinued
   operations              444,097        370,883        517,592        359,034
Net Income                 727,548        657,669        782,497        694,318
Limited Partners' Net
   Income per Unit            3.81           3.44           4.08           3.64




                                     F-105
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.





                  [Remainder of Page Intentionally Left Blank]







                                     F-106
<PAGE>




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

                                                    2006
                          ------------------------------------------------------
                             First         Second       Third         Fourth
                          Quarter(2)     Quarter(2)    Quarter(2)     Quarter
                          -----------    ----------    -----------   -----------

Total Revenues            $  880,264     $  862,028    $  925,759    $   758,593
Gross Profit(1)              667,316        590,815       546,756        495,469
Income from continuing
   operations                539,778        487,757       445,016        389,224
Income from discontinued
   operations                910,794     1,042,145      1,158,869     10,789,766
Net Income                 1,450,572     1,529,902      1,603,885     11,178,990
Limited Partners' Net
   Income per Unit              3.50          3.68           3.84          27.03


                                                    2005
                          ------------------------------------------------------
                             First        Second         Third         Fourth
                           Quarter(2)    Quarter(2)    Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------

Total Revenues            $  944,117     $  771,573    $1,047,576    $ 1,063,668
Gross Profit(1)              758,248        574,249       804,481        844,560
Income from continuing
   operations                633,460        471,259       701,620        737,883
Income from discontinued
   operations                931,948        785,579     1,087,924        753,192
Net Income                 1,565,408      1,256,838     1,789,544      1,491,075
Limited Partners' Net
   Income per Unit              3.77           3.02          4.32           3.59




                                     F-107
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.



                  [Remainder of Page Intentionally Left Blank]





                                     F-108
<PAGE>




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

                                                    2006
                          ------------------------------------------------------
                             First         Second        Third         Fourth
                          Quarter(2)     Quarter(2)    Quarter(2)     Quarter
                          -----------    -----------   -----------   -----------

Total Revenues            $213,859       $207,264      $224,682      $  185,507
Gross Profit(1)            161,596        141,715       139,829         121,500
Income from continuing
   operations              112,165        115,549       113,954          91,122
Income from discontinued
   operations              208,538        242,887       269,125       2,542,946
Net Income                 320,703        358,436       383,079       2,634,068
Limited Partners' Net
   Income per Unit            3.13           3.51          3.73           25.84


                                                    2005
                          ------------------------------------------------------
                             First         Second         Third         Fourth
                           Quarter(2)     Quarter(2)    Quarter(2)    Quarter(2)
                          -----------    -----------   -----------   -----------

Total Revenues            $230,620       $185,789      $253,837      $  259,225
Gross Profit(1)            184,458        140,213       194,299         202,954
Income from continuing
   operations              137,173        113,860       168,186         172,671
Income from discontinued
   Operations              217,669        179,873       252,468         176,206
Net Income                 354,842        293,733       420,654         348,877
Limited Partners' Net
   Income per Unit            3.47           2.87          4.10            3.41




                                     F-109
<PAGE>




------------
(1)   Total  revenues  less  oil  and  gas  production  expenses,  depreciation,
      depletion, and amortization expenses, and impairment provision.
(2)   Quarterly and prior year amounts have been restated to reflect the sale of
      various oil and gas properties  during 2006 and assets held for sale as of
      December 31, 2006 as  discontinued  operations,  as described in Note 6 to
      the combined financial statements of the Partnership.




                  [Remainder of Page Intentionally Left Blank]








                                     F-110
<PAGE>





6.    DISCONTINUED OPERATIONS

      During  August  2006,  the  General  Partner  approved  a plan  to sell an
increased  amount of the  Partnerships'  properties as a result of the generally
favorable current  environment for oil and gas properties.  On October 11, 2006,
the II-A, II-D, II-E, II-F, II-G, and II-H  Partnerships sold their interests in
a number of producing  properties  at a large  public oil and gas auction  which
resulted in proceeds of approximately $43,000, $49,000, $1,961,000,  $4,449,000,
$9,291,000, and $2,152,000 (net of fees),  respectively,  to these Partnerships.
On December 13, 2006, the II-A,  II-B,  II-C,  II-D,  II-E, II-F, II-G, and II-H
Partnerships sold their interest in additional  producing  properties at a large
public oil and gas auction which resulted in proceeds of  approximately  $4,000,
$7,000, $4,000, $8,000,  $362,000,  $507,000,  $1,151,000,  and $306,000 (net of
fees), respectively, to these Partnerships. The 2006 sales resulted in a gain on
disposal of discontinued  operations of approximately  $57,000,  $7,000, $3,000,
$49,000, $2,260,000, $4,777,000, $10,057,000, and $2,368,000,  respectively, for
these  Partnerships.  Additional  properties for all of the Partnerships will be
sold at auctions in 2007.  The  properties  sold in the 2006  auctions and those
scheduled to be sold in the 2007  auctions  represent  "disposal of a component"
under Statement of Financial  Accounting  Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assts" (FAS 144). Accordingly, current year
results of these  properties  have been  classified as  discontinued,  and prior
periods  have  been  restated.  In  conjunction  with  the  planned  sales,  the
Partnerships  will retain all assets and liabilities  through the effective date
of the  sale  and  purchasers  will  assume  the  asset  retirement  obligations
associated with the sold interests.

      Net income from discontinued operations is as follows:






                                     F-111
<PAGE>





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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $1,346,746     $1,396,344     $1,091,637
Lease operating                      (   351,544)   (   287,806)   (   280,729)
Production tax                       (    42,987)   (    48,732)   (    40,694)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    19,224)   (    59,888)   (    23,645)
Impairment provision                 (     3,189)          -              -
                                       ---------      ---------      ----------
Income from discontinued
   operations                         $  929,802     $  999,918     $  746,569
                                       =========      =========      =========



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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $  635,390     $  661,063     $  510,094
Lease operating                      (   200,391)   (   155,220)   (   153,830)
Production tax                       (    13,146)   (    19,729)   (    13,658)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (     8,940)   (    31,129)   (     5,397)
Impairment provision                 (       475)          -              -
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $  412,438     $  454,985     $  337,209
                                       =========      =========      =========



                                     F-112
<PAGE>





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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $   83,481     $  108,948     $   75,102
Lease operating                      (    21,516)   (    19,142)   (    19,001)
Production tax                       (     6,589)   (     9,320)   (     5,873)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (       451)   (     5,111)   (     1,489)
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $   54,925     $   75,375     $   48,739
                                       =========      =========      =========


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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $  485,639     $  501,170     $  379,159
Lease operating                      (   157,495)   (   125,587)   (   156,950)
Production tax                       (    41,726)   (    47,216)   (    32,461)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (     2,823)   (    31,989)   (    10,543)
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $  283,595     $  296,378     $  179,205
                                       =========      =========      =========



                                     F-113
<PAGE>




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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $1,180,336     $1,160,131     $  829,044
Lease operating                      (   153,346)   (   179,220)   (   162,003)
Production tax                       (    86,141)   (    87,247)   (    50,137)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    33,409)   (    95,058)   (   120,791)
Impairment provision                 (    15,171)          -              -
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $  892,269     $  798,606     $  496,113
                                       =========      =========      =========


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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $2,213,805     $2,093,971     $1,449,995
Lease operating                      (   225,539)   (   225,188)   (   262,370)
Production tax                       (   128,146)   (   126,849)   (    82,380)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    23,959)   (    50,328)   (    41,039)
Impairment provision                 (        50)          -              -
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $1,836,111     $1,691,606     $1,064,206
                                       =========      =========      =========




                                     F-114
<PAGE>





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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $4,645,048     $4,420,252     $3,048,592
Lease operating                      (   474,538)   (   485,942)   (   563,018)
Production tax                       (   269,267)   (   266,890)   (   173,820)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    56,274)   (   108,777)   (    77,183)
Impairment provision                 (       106)          -              -
                                       ---------      ---------      ---------
Income from discontinued
   operations                         $3,844,863     $3,558,643     $2,234,571
                                       =========      =========      =========


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

                                         2006           2005           2004
                                     ------------   ------------   ------------

Oil and gas sales                     $1,083,001     $1,026,306     $  711,813
Lease operating                      (   111,082)   (   112,094)   (   132,760)
Production tax                       (    63,093)   (    62,360)   (    40,820)
Depreciation, depletion, and
   amortization of oil and gas
   properties                        (    13,560)   (    25,636)   (    17,347)
Impairment provision                 (        12)          -              -
                                      ----------      ---------      ---------
Income from discontinued
   operations                         $  895,254     $  826,216     $  520,886
                                       =========      =========      =========




                                     F-115
<PAGE>




Assets of the discontinued operations as of December 31, 2006 were as follows:

                                                          II-A
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $  214,721
      Oil and gas properties                            3,145,225
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 2,703,049)
      Deferred charge                                       1,259
                                                        ---------
      Net assets held for sale                         $  658,156
                                                        =========



                                                          II-B
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $   94,700
      Oil and gas properties                            1,845,626
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 1,727,855)
      Deferred charge                                         244
                                                        ---------
      Net assets held for sale                         $  212,715
                                                        =========



                                                          II-C
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $   14,225
      Oil and gas properties                              400,262
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     (   395,035)
      Deferred charge                                          80
                                                        ---------
      Net assets held for sale                         $   19,532
                                                        =========



                                     F-116
<PAGE>




                                                          II-D
                                                      Partnership
                                                      -------------
      Accounts receivable - oil and gas sales          $   92,380
      Oil and gas properties                              684,245
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     (   641,059)
      Deferred charge                                       1,004
                                                        ---------
      Net assets held for sale                         $  136,570
                                                        =========



                                                          II-E
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $  135,616
      Oil and gas properties                            1,223,175
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 1,101,197)
      Deferred charge                                       4,237
                                                        ---------
      Net assets held for sale                         $  261,831
                                                        =========



                                                          II-F
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $  314,487
      Oil and gas properties                            2,804,558
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 2,513,333)
      Deferred charge                                       8,112
                                                        ---------
      Net assets held for sale                         $  613,824
                                                        =========



                                     F-117
<PAGE>



                                                          II-G
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $  667,021
      Oil and gas properties                            5,862,808
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 5,252,058)
      Deferred charge                                       8,975
                                                        ---------
      Net assets held for sale                         $1,286,746
                                                        =========



                                                          II-H
                                                      Partnership
                                                      ------------
      Accounts receivable - oil and gas sales          $  152,282
      Oil and gas properties                            1,336,598
      Accumulated depreciation, depletion,
        amortization and valuation allowance
        of oil and gas properties                     ( 1,195,305)
      Deferred charge                                       3,942
                                                        ---------
      Net assets held for sale                         $  297,517
                                                        =========


Liabilities  of the  discontinued  operations  as of  December  31, 2006 were as
follows:

                                                           II-A
                                                       Partnership
                                                       -----------
      Accounts payable                                 $  108,430
      Accrued liability                                     3,419
      Gas imbalance payable                                 3,129
                                                        ---------
      Net liabilities - held for sale                  $  114,978
                                                        =========



                                                           II-B
                                                       Partnership
                                                       -----------
      Accounts payable                                 $   66,132
      Accrued liability                                     7,385
      Gas imbalance payable                                12,882
                                                        ---------
      Net liabilities - held for sale                  $   86,399
                                                        =========



                                     F-118
<PAGE>




                                                           II-C
                                                       Partnership
                                                       -----------
      Accounts payable                                 $    5,613
      Accrued liability                                     2,769
                                                        ---------
      Net liabilities - held for sale                  $    8,382
                                                        =========



                                                           II-D
                                                       Partnership
                                                       -----------
      Accounts payable                                 $   16,084
                                                        ---------
      Net liabilities - held for sale                  $   16,084
                                                        =========



                                                           II-E
                                                       Partnership
                                                       -----------
      Accounts payable                                 $   41,347
      Accrued liability                                     1,708
                                                        ---------
      Net liabilities - held for sale                  $   43,055
                                                        =========



                                                           II-F
                                                       Partnership
                                                       -----------
      Accounts payable                                 $   95,870
      Accrued liability                                     5,144
                                                        ---------
      Net liabilities - held for sale                  $  101,014
                                                        =========



                                                           II-G
                                                       Partnership
                                                       -----------
      Accounts payable                                 $  200,930
      Accrued liability                                    10,147
                                                        ---------
      Net liabilities - held for sale                  $  211,077
                                                        =========




                                     F-119
<PAGE>




                                                           II-H
                                                       Partnership
                                                       -----------
      Accounts payable                                 $   46,719
      Accrued liability                                     2,514
                                                        ---------
      Net liabilities - held for sale                  $   49,233
                                                        =========



7. SUBSEQUENT EVENT

      On February 5, 2007,  the General  Partner  mailed a notice to the limited
partners announcing that the Partnerships will terminate December 31, 2007.

      The following  unaudited pro forma combined  balance sheets as of December
31, 2006 give effect to a change from the going  concern  basis of accounting to
the liquidation  basis of accounting.  The unaudited pro forma combined  balance
sheets are  presented as if the change had  occurred on December  31, 2006.  The
unaudited pro forma combined balance sheets are based on assumptions and include
adjustments  as  explained  in the notes to the  unaudited  pro  forma  combined
balance  sheets.  While these  balance  sheets are  prepared  with the intent of
showing fair value,  they are also based on estimates  regarding  (i) future net
cash flows until the  properties  are sold and (ii) sales  prices  which will be
received for the properties through the liquidation process.  Actual current and
future  prices and costs as well as the prices  buyers are willing to pay at the
time the  properties are sold may differ  materially  from the estimates used in
the preparation of the unaudited liquidation basis combined balance sheets.




                                     F-120
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
                       GEODYNE PRODUCTION PARTNERSHIP II-A
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,537,147     ($ 1,537,147)      $      -
   Accounts receivable:
      Oil and gas sales              962,804     (    962,804)             -
   Assets held for sale              658,156     (    658,156)             -
                                   ---------       ----------        ----------
        Total current assets      $3,158,107     ($ 3,158,107)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $1,928,699     ($ 1,928,699)      $      -
DEFERRED CHARGE                      548,671     (    548,671)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          25,875,830        25,875,830
                                   ---------       ----------        ----------
                                  $5,635,477      $20,240,353       $25,875,830
                                   =========       ==========        ==========







                                     F-121
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $  376,866     ( $  376,866)      $      -
   Gas imbalance payable              95,852     (     95,852)             -
   Asset retirement obligation -
      current                         14,586     (     14,586)             -
   Asset retirement obligation -
      held for sale                  222,378     (    222,378)             -
   Liabilities - held for sale       114,978     (    114,978)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  824,660     ($   824,660)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $  149,173     ($   149,173)      $      -
   Asset retirement obligation       655,276     (    655,276)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  804,449     ($   804,449)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($  205,056)     $ 2,465,341       $ 2,260,285
   Limited Partners, issued
     and outstanding
     484,283 units                 4,211,424       19,404,121        23,615,545
                                   ---------       ----------        ----------
      Total partners'
        capital                   $4,006,368      $21,869,462       $25,875,830
                                   ---------       ----------        ----------
                                  $5,635,477      $20,240,353       $25,875,830
                                   =========       ==========        ==========




                                     F-122
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
                       GEODYNE PRODUCTION PARTNERSHIP II-B
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,068,383     ($ 1,068,383)      $      -
   Accounts receivable:
      Oil and gas sales              782,744     (    782,744)             -
   Assets held for sale              212,715     (    212,715)             -
                                   ---------       ----------        ----------
        Total current assets      $2,063,842     ($ 2,063,842)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $1,340,904     ($ 1,340,904)      $      -
DEFERRED CHARGE                      250,829     (    250,829)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          19,305,062        19,305,062
                                   ---------       ----------        ----------
                                  $3,655,575      $15,649,487       $19,305,062
                                   =========       ==========        ==========




                                     F-123
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------
CURRENT LIABILITIES:
   Accounts payable               $  310,958     ($   310,958)      $      -
   Gas imbalance payable              25,724     (     25,724)             -
   Asset retirement obligation -
      current                         15,504     (     15,504)             -
   Asset retirement obligation -
      held for sale                  147,559     (    147,559)             -
   Liabilities - held for sale        86,399     (     86,399)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  586,144     ($   586,144)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   83,970     ($    83,970)      $      -
   Asset retirement obligation       238,460     (    238,460)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  322,430     ($   322,430)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($  241,863)     $ 1,944,849       $ 1,702,986
   Limited Partners, issued
     and outstanding
     361,719 units                 2,988,864       14,613,212        17,602,076
                                   ---------       ----------        ----------
      Total partners'
        capital                   $2,747,001      $16,558,061       $19,305,062
                                   ---------       ----------        ----------
                                  $3,655,575      $15,649,487       $19,305,062
                                   =========       ==========        ==========




                                     F-124
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
                       GEODYNE PRODUCTION PARTNERSHIP II-C
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  506,167     ($   506,167)      $      -
   Accounts receivable:
      Oil and gas sales              424,972     (    424,972)             -
   Assets held for sale               19,532     (     19,532)             -
                                   ---------       ----------        ----------
        Total current assets      $  950,671     ($   950,671)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $  669,082     ($   669,082)      $      -
DEFERRED CHARGE                      140,129     (    140,129)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          11,725,158        11,725,158
                                   ---------       ----------        ----------
                                  $1,759,882      $ 9,965,276       $11,725,158
                                   =========       ==========        ==========




                                     F-125
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------


CURRENT LIABILITIES:
   Accounts payable               $  145,261     ($   145,261)      $      -
   Gas imbalance payable              14,075     (     14,075)             -
   Asset retirement obligation -
      current                         15,441     (     15,441)             -
   Asset retirement obligation -
      held for sale                    4,024     (      4,024)             -
   Liabilities - held for sale         8,382     (      8,382)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  187,183     ($   187,183)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   43,318     ($    43,318)      $      -
   Asset retirement obligation       124,728     (    124,728)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  168,046     ($   168,046)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   94,429)     $ 1,156,112       $ 1,061,683
   Limited Partners, issued
     and outstanding
     154,621 units                 1,499,082        9,164,393        10,663,475
                                   ---------       ----------        ----------
      Total partners'
        capital                   $1,404,653      $10,320,505       $11,725,158
                                   ---------       ----------        ----------
                                  $1,759,882      $ 9,965,276       $11,725,158
                                   =========       ==========        ==========



                                     F-126
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
                       GEODYNE PRODUCTION PARTNERSHIP II-D
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,059,020     ($ 1,059,020)      $      -
   Accounts receivable:
      Oil and gas sales              940,580     (    940,580)             -
   Assets held for sale              136,570     (    136,570)             -
                                   ---------       ----------        ----------
        Total current assets      $2,136,170     ($ 2,136,170)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $1,307,978     ($ 1,307,978)      $      -
DEFERRED CHARGE                      352,148     (    352,148)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          24,984,468        24,984,468
                                   ---------       ----------        ----------
                                  $3,796,296      $21,188,172       $24,984,468
                                   =========       ==========        ==========




                                     F-127
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $  182,835     ($   182,835)      $      -
   Gas imbalance payable              20,235     (     20,235)             -
   Asset retirement obligation -
      current                         69,738     (     69,738)             -
   Asset retirement obligation -
      held for sale                   37,822     (     37,822)             -
   Liabilities - held for sale        16,084     (     16,084)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  326,714     ($   326,714)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $  121,205     ($   121,205)      $      -
   Asset retirement obligation       353,690     (    353,690)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  474,895     ($   474,895)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($  148,835)     $ 2,423,662       $ 2,274,827
   Limited Partners, issued
     and outstanding
     314,878 units                 3,143,522       19,566,119        22,709,641
                                   ---------       ----------        ----------
      Total partners'
        capital                   $2,994,687      $21,989,781       $24,984,468
                                   ---------       ----------        ----------
                                  $3,796,296      $21,188,172       $24,984,468
                                   =========       ==========        ==========



                                     F-128
<PAGE>





                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
                       GEODYNE PRODUCTION PARTNERSHIP II-E
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  883,202     ($   883,202)      $      -
   Accounts receivable:
      Oil and gas sales              349,933     (    349,933)             -
   Assets held for sale              261,831     (    261,831)             -
                                   ---------       ----------        ----------
        Total current assets      $1,494,966     ($ 1,494,966)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $  877,543     ($   877,543)      $      -
DEFERRED CHARGE                      203,568     (    203,568)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          13,203,526        13,203,526
                                   ---------       ----------        ----------
                                  $2,576,077      $10,627,449       $13,203,526
                                   =========       ==========        ==========




                                     F-129
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable                  138,447     (    138,447)      $      -
   Accounts payable - related
      party                              647     (        647)             -
   Gas imbalance payable              43,424     (     43,424)             -
   Asset retirement obligation -
      current                         26,503     (     26,503)             -
   Asset retirement obligation -
      held for sale                   31,833     (     31,833)             -
   Liabilities - held for sale        43,055     (     43,055)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  283,909     ($   283,909)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   69,257     ($    69,257)      $      -
   Asset retirement obligation       112,948     (    112,948)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  182,205     ($   182,205)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   95,977)     $ 1,249,031       $ 1,153,054
   Limited Partners, issued
     and outstanding
     228,821 units                 2,205,940        9,844,532        12,050,472
                                   ---------       ----------        ----------
      Total partners'
        capital                   $2,109,963      $11,093,563       $13,203,526
                                   ---------       ----------        ----------
                                  $2,576,077      $10,627,449       $13,203,526
                                   =========       ==========        ==========



                                     F-130
<PAGE>



                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
                       GEODYNE PRODUCTION PARTNERSHIP II-F
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  824,445     ($   824,445)      $      -
   Accounts receivable:
      Oil and gas sales              252,355     (    252,355)             -
   Assets held for sale              613,824     (    613,824)             -
                                   ---------       ----------        ----------
        Total current assets      $1,690,624     ($ 1,690,624)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $  631,804     ($   631,804)      $      -
DEFERRED CHARGE                       21,383     (     21,383)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          12,062,139        12,062,139
                                   ---------       ----------        ----------
                                  $2,343,811      $ 9,718,328       $12,062,139
                                   =========       ==========        ==========





                                     F-131
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $   39,146     ($    39,146)      $      -
   Accounts payable - related
      party                            1,567     (      1,567)             -
   Gas imbalance payable               4,632     (      4,632)             -
   Asset retirement obligation -
      current                          5,398     (      5,398)             -
   Asset retirement obligation -
      held for sale                   75,038     (     75,038)             -
   Liabilities - held for sale       101,014     (    101,014)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  226,795     ($   226,795)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   23,586     ($    23,586)      $      -
   Asset retirement obligation       118,752     (    118,752)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  142,338     ($   142,338)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   31,426)     $ 1,098,333       $ 1,066,907
   Limited Partners, issued
     and outstanding
     171,400 units                 2,006,104        8,989,128        10,995,232
                                   ---------       ----------        ----------
      Total partners'
        capital                   $1,974,678      $10,087,461       $12,062,139
                                   ---------       ----------        ----------
                                  $2,343,811      $ 9,718,328       $12,062,139
                                   =========       ==========        ==========



                                     F-132
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
                       GEODYNE PRODUCTION PARTNERSHIP II-G
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $1,846,124     ($ 1,846,124)      $      -
   Accounts receivable:
      Oil and gas sales              546,685     (    546,685)             -
   Assets held for sale            1,286,746     (  1,286,746)             -
                                   ---------       ----------        ----------
        Total current assets      $3,679,555     ($ 3,679,555)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $1,360,872     ($ 1,360,872)      $      -
DEFERRED CHARGE                       53,796     (     53,796)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -          25,749,980        25,749,980
                                   ---------       ----------        ----------
                                  $5,094,223      $20,655,757       $25,749,980
                                   =========       ==========        ==========





                                     F-133
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting      Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $   79,030     ($    79,030)      $      -
   Accounts payable - related
      party                            3,288     (      3,288)             -
   Gas imbalance payable              16,422     (     16,422)             -
   Asset retirement obligation -
      current                         11,451     (     11,451)             -
   Asset retirement obligation -
      held for sale                  157,170     (    157,170)             -
   Liabilities - held for sale       211,077     (    211,077)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  478,438     ($   478,438)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   43,043     ($    43,043)      $      -
   Asset retirement obligation       256,307     (    256,307)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $  299,350     ($   299,350)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner                $   47,955      $ 2,219,953       $ 2,267,908
   Limited Partners, issued
     and outstanding
     372,189 units                 4,268,480       19,213,592        23,482,072
                                   ---------       ----------        ----------
      Total partners'
        capital                   $4,316,435      $21,433,545       $25,749,980
                                  ----------       ----------        ----------
                                  $5,094,223      $20,655,757       $25,749,980
                                   =========       ==========        ==========



                                     F-134
<PAGE>




                 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
                       GEODYNE PRODUCTION PARTNERSHIP II-H
                   Unaudited Pro Forma Combined Balance Sheet
                                December 31, 2006


                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                Basis Accounting       Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT ASSETS:
   Cash and cash equivalents      $  474,706     ($   474,706)      $      -
   Accounts receivable:
      Oil and gas sales              129,051     (    129,051)             -
   Assets held for sale              297,517     (    297,517)             -
                                   ---------       ----------        ----------
        Total current assets      $  901,274     ($   901,274)      $      -

NET OIL AND GAS PROPERTIES,
   utilizing the successful
   efforts method                 $  331,348     ($   331,348)      $      -
DEFERRED CHARGE                       12,322     (     12,322)             -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value           -           6,165,728         6,165,728
                                   ---------       ----------        ----------
                                  $1,244,944      $ 4,920,784       $ 6,165,728
                                   =========       ==========        ==========





                                     F-135
<PAGE>




                                                   Pro Forma
                                                  Adjustments
                                                 To Liquidation     Liquidation
                                                 Basis Accounting Basis
                                  Historical        (Note B)         Pro Forma
                                 -----------    ----------------    -----------

CURRENT LIABILITIES:
   Accounts payable               $   22,499     ($    22,499)      $      -
   Accounts payable - related
      party                              761     (        761)             -
   Asset retirement obligation -
      current                          2,726     (      2,726)             -
   Asset retirement obligation -
      held for sale                   36,318     (     36,318)             -
   Liabilities - held for sale        49,233     (     49,233)             -
                                   ---------      -----------        ----------
      Total current
        liabilities               $  111,537     ($   111,537)      $      -

LONG-TERM LIABILITIES:
   Accrued liability              $   14,864     ($    14,864)      $      -
   Asset retirement obligation        63,227     (     63,227)             -
                                   ---------       ----------        ----------
      Total long-term
        liabilities               $   78,091     ($    78,091)      $      -

PARTNER'S CAPITAL (DEFICIT):
   General Partner               ($   16,786)     $   556,066       $  539,280
   Limited Partners, issued
     and outstanding
     91,711 units                  1,072,102        4,554,346        5,626,448
                                   ---------       ----------        ---------
      Total partners'
        capital                   $1,055,316      $ 5,110,412       $6,165,728
                                   ---------       ----------        ---------
                                  $1,244,944      $ 4,920,784       $6,165,728
                                   =========       ==========        =========



                                     F-136
<PAGE>





      NOTE A - Basis of presentation

      The unaudited pro forma combined  balance sheet as of December 31, 2006 is
presented  as if the change in the basis of  accounting  from the going  concern
basis to the  liquidation  basis occurred on December 31, 2006. The  liquidation
basis of  accounting  reports  the net assets of the  partnerships  at their net
realizable value.


      NOTE B - Pro forma adjustments

      Adjustments have been made to reduce all balance sheet categories into one
line, net assets of partnership in liquidation,  which is an estimate of the net
fair value of all partnership assets and liabilities. Cash, accounts receivable,
and  accounts  payable  have all been  valued at their  historical  cost,  which
approximates  fair  value.  Oil and gas  properties  have  been  valued at their
estimated net sales price, which have been estimated  utilizing  discounted cash
flows based on strip  pricing as of  February 5, 2007 at a discount  rate of 10%
for proved developed producing reserves, 18% for proved developed  non-producing
reserves and 20% for proved undeveloped reserves. An adjustment has been made to
the discounted cash flows for the effects of gas balancing and asset  retirement
obligations. A provision has also been made to account for expenses that will be
incurred  directly  related  to the  sale of the oil  and  gas  properties.  The
allocation  of the net  assets of  partnership  in  liquidation  to the  General
Partner and limited  partners was  calculated  using the current  allocation  of
income and expense, which may change.






                                     F-137
<PAGE>





                          INDEX TO EXHIBITS
                          -----------------

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

 4.1    Agreement and Certificate of Limited Partnership dated July 22, 1987 for
        the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1
        to Annual  Report on Form  10-K405 for period  ended  December 31, 2001,
        filed with the SEC on February  26, 2002 and is hereby  incorporated  by
        reference.

 4.2    First   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  and First Amendment to Agreement and Certificate of Limited
        Partnership  dated  February  24,  1993 for the  Geodyne  Energy  Income
        Limited  Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.3    Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-A,  filed as Exhibit 4.3 to Annual  Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.4    Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-A,  filed as Exhibit 4.4 to Annual  Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.5    Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership  II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.6    Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership  II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.




                                     F-138
<PAGE>



 4.7    Sixth  Amendment to Amended and Restated  Agreement and  Certificate  of
        Limited  Partnership  dated  October 27, 2005 for Geodyne  Energy Income
        Limited  Partnership  II-A filed as Exhibit 4.7 to Annual Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.8    Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited  Partnership  II-A,  filed as
        Exhibit 4.6 to Annual  Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.9    Second  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated July 1, 1996,  for the Geodyne  Energy Income Limited
        Partnership  II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.10   Third   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 14,  2001,  for the Geodyne  Energy  Income
        Limited  Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.11   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 18,  2003,  for the Geodyne  Energy  Income
        Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on Form
        10-K for period ended December 31, 2003, filed with the SEC on March 19,
        2004 and is hereby incorporated by reference.

 4.12   Fifth   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated October 27, 2005 for Geodyne  Energy  Income  Limited
        Partnership II-A filed as Exhibit 4.12 to Annual Report on Form 10-K for
        period ended December 31, 2005, filed with the SEC on March 29, 2006 and
        is hereby incorporated by reference.

 4.13   Agreement and Certificate of Limited  Partnership dated October 14, 1987
        for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit
        4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001,
        filed with the SEC on February  26, 2002 and is hereby  incorporated  by
        reference.

 4.14   First   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  and First Amendment to Agreement and Certificate of Limited
        Partnership  dated  February  24,  1993 for the  Geodyne  Energy  Income
        Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form
        10-K405 for



                                     F-139
<PAGE>



        period ended December 31, 2001,  filed with the SEC on February 26, 2002
        and is hereby incorporated by reference.

 4.15   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-B,  filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.16   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-B,  filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.17   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.18   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.19   Sixth  Amendment to Amended and Restated  Agreement and  Certificate  of
        Limited  Partnership  dated  October 27, 2005 for Geodyne  Energy Income
        Limited  Partnership II-B filed as Exhibit 4.19 to Annual Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.20   Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited  Partnership  II-B,  filed as
        Exhibit 4.14 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.21   Second  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated July 1, 1996,  for the Geodyne  Energy Income Limited
        Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

4.22    Third   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership dated November 14, 2001, for the



                                     F-140
<PAGE>



        Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 4.23   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 18,  2003,  for the Geodyne  Energy  Income
        Limited  Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
        10-K for period ended December 31, 2003, filed with the SEC on March 19,
        2004 and is hereby incorporated by reference.

 4.24   Fifth   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  of Geodyne  Energy Income  Limited  Partnership  II-B dated
        October 27, 2005 filed as Exhibit 4.24 to Annual Report on Form 10-K for
        period ended December 31, 2005, filed with the SEC on March 29, 2006 and
        is hereby incorporated by reference.

 4.25   Agreement and Certificate of Limited  Partnership dated January 13, 1988
        for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit
        4.17 to Annual  Report on Form  10-K405 for period  ended  December  31,
        2001, filed with the SEC on February 26, 2002 and is hereby incorporated
        by reference.

 4.26   First   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  and First Amendment to Agreement and Certificate of Limited
        Partnership  dated  February  24,  1993 for the  Geodyne  Energy  Income
        Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.27   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-C,  filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.28   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-C,  filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.29   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.



                                     F-141
<PAGE>




 4.30   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.31   Sixth  Amendment to Amended and Restated  Agreement and  Certificate  of
        Limited  Partnership  dated  October 27, 2005 for Geodyne  Energy Income
        Limited  Partnership II-C filed as Exhibit 4.31 to Annual Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.32   Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited  Partnership  II-C,  filed as
        Exhibit 4.22 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.33   Second  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated July 1, 1996,  for the Geodyne  Energy Income Limited
        Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.34   Third   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 14,  2001,  for the Geodyne  Energy  Income
        Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.35   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 18,  2003,  for the Geodyne  Energy  Income
        Limited  Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
        10-K for period ended December 31, 2003, filed with the SEC on March 19,
        2004 and is hereby incorporated by reference.

 4.36   Fifth   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  of Geodyne  Energy Income  Limited  Partnership  II-C dated
        October 27, 2005,  filed as Exhibit  4.36 to Annual  Report on Form 10-K
        for period ended December 31, 2005, filed with the SEC on March 29, 2006
        and is hereby incorporated by reference.

 4.37   Agreement and Certificate of Limited  Partnership dated May 10, 1988 for
        the Geodyne Energy Income  Limited  Partnership  II-D,  filed as Exhibit
        4.25 to Annual  Report on Form  10-K405 for period  ended  December  31,
        2001, filed with the




                                     F-142
<PAGE>



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

 4.38   First   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  and First Amendment to Agreement and Certificate of Limited
        Partnership  dated  February  24,  1993 for the  Geodyne  Energy  Income
        Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.39   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-D,  filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.40   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-D,  filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.41   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.42   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.43   Sixth  Amendment to Amended and Restated  Agreement and  Certificate  of
        Limited  Partnership  dated  October 27, 2005 for Geodyne  Energy Income
        Limited  Partnership II-D filed as Exhibit 4.43 to Annual Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.44   Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited  Partnership  II-D,  filed as
        Exhibit 4.30 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.



                                     F-143
<PAGE>



 4.45   Second  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated July 1, 1996,  for the Geodyne  Energy Income Limited
        Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.46   Third   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 14,  2001,  for the Geodyne  Energy  Income
        Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.47   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 18,  2003,  for the Geodyne  Energy  Income
        Limited  Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
        10-K for period ended December 31, 2003, filed with the SEC on March 19,
        2004 and is hereby incorporated by reference.

 4.48   Fifth   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  of Geodyne  Energy Income  Limited  Partnership  II-D dated
        October 27, 2005 filed as Exhibit 4.48 to Annual Report on Form 10-K for
        period ended December 31, 2005, filed with the SEC on March 29, 2006 and
        is hereby incorporated by reference.

 4.49   Agreement and  Certificate of Limited  Partnership  dated  September 27,
        1988 for the Geodyne Energy Income Limited  Partnership  II-E,  filed as
        Exhibit 4.33 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.50   First   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  and First Amendment to Agreement and Certificate of Limited
        Partnership  dated  February  24,  1993 for the  Geodyne  Energy  Income
        Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.51   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-E,  filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.52   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated August 31, 1995 for the Geodyne Energy Income Limited  Partnership
        II-E,  filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
        ended December



                                     F-144
<PAGE>



        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.53   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-E,  filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.54   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.55   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.56   Seventh  Amendment to Amended and Restated  Agreement and Certificate of
        Limited  Partnership of Geodyne Energy Income Limited  Partnership  II-E
        dated  October 27, 2005 filed as Exhibit  4.56 to Annual  Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.57   Amended and Restated  Certificate of Limited  Partnership dated March 9,
        1989 for the Geodyne Energy Income Limited  Partnership  II-E,  filed as
        Exhibit 4.39 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.58   Second  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated July 1, 1996,  for the Geodyne  Energy Income Limited
        Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.59   Third   Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership  dated  November 14,  2001,  for the Geodyne  Energy  Income
        Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 4.60   Fourth  Amendment  to  Amended  and  Restated   Certificate  of  Limited
        Partnership dated November 18, 2003, for the



                                     F-145
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        Geodyne Energy Income Limited  Partnership II-E filed as Exhibit 4.51 to
        Annual  Report on Form 10-K for period ended  December  31, 2003,  filed
        with the SEC on March 19, 2004 and is hereby incorporated by reference.

 4.61   Fifth  Amendment to Amended and Restated  Agreement and  Certificate  of
        Limited  Partnership  dated  October 27, 2005 for Geodyne  Energy Income
        Limited  Partnership II-E filed as Exhibit 4.61 to Annual Report on Form
        10-K for period ended December 31, 2005, filed with the SEC on March 29,
        2006 and is hereby incorporated by reference.

 4.62   Agreement and Certificate of Limited  Partnership  dated January 5, 1989
        for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit
        4.42 to Annual  Report on Form  10-K405 for period  ended  December  31,
        2001, filed with the SEC on February 26, 2002 and is hereby incorporated
        by reference.

 4.63   Certificate  of Limited  Partnership  dated  January  5,  1989,  for the
        Geodyne Energy Income Limited  Partnership  II-F, filed as Exhibit 4.42a
        to Annual  Report on Form  10-K405 for period  ended  December 31, 2001,
        filed with the SEC on February  26, 2002 and is hereby  incorporated  by
        reference.

 4.64   First  Amendment  to  Certificate  of  Limited   Partnership  and  First
        Amendment to Agreement  and  Certificate  of Limited  Partnership  dated
        February  24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
        II-F,  filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.65   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-F,  filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.66   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated August 31, 1995 for the Geodyne Energy Income Limited  Partnership
        II-F,  filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.67   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-F,  filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.



                                     F-146
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 4.68   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.69   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003,  for  the  Geodyne  Energy  Income  Limited
        Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.70   Seventh  Amendment to Agreement and  Certificate of Limited  Partnership
        dated October 27, 2005 for the Geodyne Energy Income Limited Partnership
        II-F  filed as  Exhibit  4.70 to Annual  Report on Form 10-K for  period
        ended  December  31,  2005,  filed with the SEC on March 29, 2006 and is
        hereby incorporated by reference.

 4.71   Second  Amendment to  Certificate of Limited  Partnership  dated July 1,
        1996, for the Geodyne Energy Income Limited  Partnership  II-F, filed as
        Exhibit 4.48 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.72   Third Amendment to Certificate of Limited Partnership dated November 14,
        2001, for the Geodyne Energy Income Limited  Partnership  II-F, filed as
        Exhibit 4.49 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.73   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        18, 2003, for the Geodyne Energy Income Limited  Partnership  II-F filed
        as Exhibit 4.62 to Annual Report on Form 10-K for period ended  December
        31,  2003,  filed  with  the  SEC  on  March  19,  2004  and  is  hereby
        incorporated by reference.

 4.74   Fifth Amendment to Certificate of Limited  Partnership dated October 27,
        2005 for the Geodyne  Energy Income  Limited  Partnership  II-F filed as
        Exhibit 4.74 to Annual Report on Form 10-K for period ended December 31,
        2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
        reference.

 4.75   Agreement and  Certificate of Limited  Partnership  dated April 10, 1989
        for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit
        4.50 to Annual  Report on Form  10-K405 for period  ended  December  31,
        2001, filed



                                     F-147
<PAGE>



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

 4.76   Certificate of Limited Partnership dated April 10, 1989, for the Geodyne
        Energy Income Limited  Partnership II-G, filed as Exhibit 4.51 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.77   First  Amendment  to  Certificate  of  Limited   Partnership  and  First
        Amendment to Agreement  and  Certificate  of Limited  Partnership  dated
        February  24, 1993 for the Geodyne  Energy  Income  Limited  Partnership
        II-G,  filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.78   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-G,  filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.79   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated August 31, 1995 for the Geodyne Energy Income Limited  Partnership
        II-G,  filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.80   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-G,  filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.81   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.82   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference..

 4.83   Seventh  Amendment to Agreement and  Certificate of Limited  Partnership
        dated October 27, 2005 for the Geodyne Energy



                                     F-148
<PAGE>




        Income Limited  Partnership  II-G filed as Exhibit 4.83 to Annual Report
        on Form 10-K for period ended  December 31, 2005,  filed with the SEC on
        March 29, 2006 and is hereby incorporated by reference.

 4.84   Second  Amendment to  Certificate of Limited  Partnership  dated July 1,
        1996, for the Geodyne Energy Income Limited  Partnership  II-G, filed as
        Exhibit 4.57 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.85   Third Amendment to Certificate of Limited Partnership dated November 14,
        2001, for the Geodyne Energy Income Limited  Partnership  II-G, filed as
        Exhibit 4.58 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.86   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        14, 2003, for the Geodyne Energy Income Limited  Partnership  II-G filed
        as Exhibit 4.73 to Annual Report on Form 10-K for period ended  December
        31,  2003,  filed  with  the  SEC  on  March  19,  2004  and  is  hereby
        incorporated by reference.

 4.87   Fifth Amendment to Certificate of Limited  Partnership dated October 27,
        2005, for the Geodyne Energy Income  Limited  Partnership  II-G filed as
        Exhibit 4.87 to Annual Report on Form 10-K for period ended December 31,
        2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
        reference.

 4.88   Agreement and Certificate of Limited  Partnership dated May 17, 1989 for
        the Geodyne Energy Income  Limited  Partnership  II-H,  filed as Exhibit
        4.59 to Annual  Report on Form  10-K405 for period  ended  December  31,
        2001, filed with the SEC on February 26, 2002 and is hereby incorporated
        by reference.

 4.89   Certificate of Limited  Partnership  dated May 17, 1989, for the Geodyne
        Energy Income Limited  Partnership II-H, filed as Exhibit 4.60 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 4.90   First  Amendment  to  Certificate  of  Limited   Partnership  and  First
        Amendment to Agreement  and  Certificate  of Limited  Partnership  dated
        February  25, 1993 for the Geodyne  Energy  Income  Limited  Partnership
        II-H,  filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.



                                     F-149
<PAGE>



 4.91   Second  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated August 4, 1993 for the Geodyne Energy Income  Limited  Partnership
        II-H,  filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.92   Third  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated August 31, 1995 for the Geodyne Energy Income Limited  Partnership
        II-H,  filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.93   Fourth  Amendment to Agreement and  Certificate  of Limited  Partnership
        dated July 1, 1996 for the Geodyne  Energy  Income  Limited  Partnership
        II-H,  filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
        ended December 31, 2001,  filed with the SEC on February 26, 2002 and is
        hereby incorporated by reference.

 4.94   Fifth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  14,  2001  for  the  Geodyne   Energy  Income  Limited
        Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 4.95   Sixth  Amendment to Agreement  and  Certificate  of Limited  Partnership
        dated   November  18,  2003  for  the  Geodyne   Energy  Income  Limited
        Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for
        period ended December 31, 2003, filed with the SEC on March 19, 2004 and
        is hereby incorporated by reference.

 4.96   Seventh  Amendment to Agreement and  Certificate of Limited  Partnership
        dated  October  27,  2005,   for  the  Geodyne   Energy  Income  Limited
        Partnership II-H filed as Exhibit 4.96 to Annual Report on Form 10-K for
        period ended December 31, 2005, filed with the SEC on March 29, 2006 and
        is hereby incorporated by reference.

 4.97   Second  Amendment to  Certificate of Limited  Partnership  dated July 1,
        1996, for the Geodyne Energy Income Limited  Partnership  II-H, filed as
        Exhibit 4.66 to Annual Report on Form 10-K405 for period ended  December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 4.98   Third Amendment to Certificate of Limited Partnership dated November 14,
        2001, for the Geodyne Energy Income Limited  Partnership  II-H, filed as
        Exhibit 4.67 to Annual Report on Form 10-K405 for period ended  December
        31, 2001,



                                     F-150
<PAGE>



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

 4.99   Fourth  Amendment to Certificate of Limited  Partnership  dated November
        18, 2003, for the Geodyne Energy Income Limited  Partnership  II-H filed
        as Exhibit 4.84 to Annual Report on Form 10-K for period ended  December
        31,  2003,  filed  with  the  SEC  on  March  19,  2004  and  is  hereby
        incorporated by reference.

4.100   Fifth Amendment to Certificate of Limited  Partnership dated October 27,
        2005, for the Geodyne Energy Income Limited  Partnership  II-H, filed as
        Exhibit  4.100 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference.

 10.1   Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 10.2   First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.3   Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-A,  filed as Exhibit 10.3 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.4   Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.5   Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production  Partnership II-A filed as Exhibit 10.5 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.6   Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-A, filed as
        Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31,
        2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
        reference.



                                     F-151
<PAGE>



 10.7   Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 10.8   First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.9   Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-B,  filed as Exhibit 10.7 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.10  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.11  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.12  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-B, filed as
        Exhibit  10.12 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference..

 10.13  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405
        for period ended  December 31, 2001,  filed with the SEC on February 26,
        2002 and is hereby incorporated by reference.

 10.14  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.10 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.15  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-C, filed as Exhibit 10.11 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.



                                     F-152
<PAGE>




 10.16  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-C,  filed as Exhibit  10.12 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.17  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.18  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-C, filed as
        Exhibit  10.18 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference.

 10.19  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership  II-D,  filed as  Exhibit  10.13 to  Annual  Report  on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 10.20  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.14 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.21  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-D, filed as Exhibit 10.15 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.22  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-D,  filed as Exhibit  10.16 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.23  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.24  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-D, filed as
        Exhibit  10.24 to Annual  Report on Form 10-K for period ended  December
        31,



                                     F-153
<PAGE>



        2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
        reference.

 10.25  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership  II-E,  filed as  Exhibit  10.17 to  Annual  Report  on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 10.26  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.18 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.27  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-E, filed as Exhibit 10.19 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.28  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-E,  filed as Exhibit  10.20 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.29  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.30  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-E, filed as
        Exhibit  10.30 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference.

 10.31  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership  II-F,  filed as  Exhibit  10.21 to  Annual  Report  on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 10.32  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.22 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.33  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne Production Partnership II-F, filed as



                                     F-154
<PAGE>



        Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December
        31,  2001,  filed  with  the SEC on  February  26,  2002  and is  hereby
        incorporated by reference.

 10.34  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-F,  filed as Exhibit  10.24 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.35  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.36  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-F, filed as
        Exhibit  10.36 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference.

 10.37  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership  II-G,  filed as  Exhibit  10.25 to  Annual  Report  on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 10.38  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.26 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.39  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-G, filed as Exhibit 10.27 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.40  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-G,  filed as Exhibit  10.28 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.41  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-G filed as Exhibit 10.35 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.



                                     F-155
<PAGE>



 10.42  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-G, filed as
        Exhibit  10.42 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  and  is  hereby
        incorporated by reference.

 10.43  Agreement of Partnership dated July 22, 1987 for the Geodyne  Production
        Partnership  II-H,  filed as  Exhibit  10.29 to  Annual  Report  on Form
        10-K405  for  period  ended  December  31,  2001,  filed with the SEC on
        February 26, 2002 and is hereby incorporated by reference.

 10.44  First Amendment to Agreement of Partnership  dated February 26, 1993 for
        the  Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.30 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.45  Second Amendment to Agreement of Partnership  dated July 1, 1996 for the
        Geodyne  Production  Partnership  II-H, filed as Exhibit 10.31 to Annual
        Report on Form  10-K405 for period ended  December 31, 2001,  filed with
        the SEC on February 26, 2002 and is hereby incorporated by reference.

 10.46  Third Amendment to Agreement of Partnership  dated November 14, 2001 for
        the  Geodyne  Production  Partnership  II-H,  filed as Exhibit  10.32 to
        Annual Report on Form 10-K405 for period ended December 31, 2001,  filed
        with  the  SEC on  February  26,  2002  and is  hereby  incorporated  by
        reference.

 10.47  Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
        the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual
        Report on Form 10-K for period ended  December 31, 2003,  filed with the
        SEC on March 19, 2004 and is hereby incorporated by reference.

 10.48  Fifth Amendment to Amended and Restated  Agreement of Partnership  dated
        October 27, 2005, for the Geodyne Production  Partnership II-H, filed as
        Exhibit  10.48 to Annual  Report on Form 10-K for period ended  December
        31,  2005,  filed  with  the  SEC  on  March  29,  2006  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.



                                     F-156
<PAGE>



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

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

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

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

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

*31.1   Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-A.

*31.2   Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-A.

*31.3   Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-B.

*31.4   Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-B.

*31.5   Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-C.

*31.6   Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-C.

*31.7   Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-D.

*31.8   Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-D.

*31.9   Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-E.

*31.10  Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-E.



                                     F-157
<PAGE>



*31.11  Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-F.

*31.12  Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-F.

*31.13  Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-G.

*31.14  Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-G.

*31.15  Certification  by Dennis R. Neill  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-H.

*31.16  Certification  by Craig D. Loseke  required by Rule  13a-14(a)/15d-14(a)
        for the Geodyne Energy Income Limited Partnership II-H.

*32.1   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-A.

*32.2   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-B.

*32.3   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-C.

*32.4   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-D.

*32.5   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-E.

*32.6   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-F.



                                     F-158
<PAGE>




*32.7   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-G.

*32.8   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
        Section 906 of the  Sarbanes-Oxley  Act of 2002 for the  Geodyne  Energy
        Income Limited Partnership II-H.


        All other Exhibits are omitted as inapplicable.

        ----------

        *Filed herewith.




                                     F-159